-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
DFbKJzNNWsuhktpYitnoR9uyp3p6D39/J2+v8sW7RW3N4Rpq4QRiqhoyEhKXHKNZ
F2jE4HfzMwjk0dFufKLyvg==
SECURITIES AND EXCHANGE COMMISSION [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE For the transition period from _______ to _______ BOSTON CAPITAL TAX CREDIT FUND V L.P. Delaware 14-1897569 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.)
Washington, D.C. 20549
FORM 10-K/A
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2006 or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Exact name of registrant as specified in its charter)
One Boston Place, Suite 2100, Boston, Massachusetts 02108
Registrant's telephone number, including area code (617)624-8900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class - Name of each exchange on which registered
None
Securities registered pursuant to Section 12(g) of the Act:
Title of class
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [ X ]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [ X ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [ X ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer[ ] Accelerated filer[ ] Non-accelerated filer[ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
This amendment is being filed solely to attach Exhibit 99.1 (Significant Subsidiary 2004 Financial Statement), which was inadvertently omitted from the initial filing of this report.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Fund are incorporated by reference:
Form 10-K |
|
Parts |
Document |
Parts I, III |
|
as supplemented |
Prospectus |
|
|
Parts II, IV |
Form 8-K filed with the Securities and Exchange Commission on October 21, 2003 |
Form 8-K filed with the Securities and Exchange Commission on January 1, 2004 |
|
Form 8-K filed with the Securities and Exchange Commission on January 1, 2004 |
|
Form 8-K filed with the Securities and Exchange Commission on January 1, 2004 |
|
Form 8-K filed with the Securities and Exchange Commission on January 27, 2004 |
|
From 8-K filed with the Securities and Exchange Commission on March 22, 2004 |
|
From 8-K filed with the Securities and Exchange Commission on March 26, 2004 |
|
Form 8-K filed with the Securities and Exchange Commission on October 1, 2004 Form 8-K filed with the Securities and Exchange Commission on January 31, 2004 Form 8-K filed with the Securities and Exchange Commission on May 28, 2004 Form 8-K filed with the Securities and Exchange Commission on December 1, 2004 Form 8-K filed with the Securities and Exchange Commission on August 1, 2005 Form 8-K filed with the Securities and Exchange Commission on October 1, 2005 Form 8-K filed with the Securities and Exchange Commission on October 1, 2005 |
|
Form 8-K filed with the Securities and Exchange Commission on December 1, 2005 Form 8-K filed with the Securities and Exchange Commission on February 1, 2006
|
|
BOSTON CAPITAL TAX CREDIT FUND V L.P.
FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED MARCH 31, 2006
TABLE OF CONTENTS
PART I
Item 1. |
Business |
Item 1A. |
Risk Factors |
Item 1B. |
Unresolved Staff Comments |
Item 2. |
Properties |
Item 3. |
Legal Proceedings |
Item 4. |
Submission of Matters to a Vote of Security Holders |
PART II
Item 5. |
Market for the Fund's Limited Partnership Interests and Related |
|
Partner Matters and Issuer Purchases of Partnership Interests |
||
Item 6. |
Selected Financial Data |
|
Item 7. |
Management's Discussion and Analysis of Financial |
|
Condition and Results of Operations |
||
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
|
Item 8. |
Financial Statements and Supplementary Data |
|
Item 9. |
Changes in and Disagreements with Accountants on |
|
Accounting and Financial Disclosure |
||
Item 9A. |
Controls and Procedures |
|
Item 9B. |
Other Information |
PART III
Item 10. |
Directors and Executive Officers of the Fund |
|
Item 11. |
Executive Compensation |
|
Item 12. |
Security Ownership of Certain Beneficial Owners |
|
and Management and Related Partner Matters |
||
Item 13. |
Certain Relationships and Related Transactions |
|
Item 14. |
Principal Accounting Fees and Services |
PART IV
Item 15. |
Exhibits, Financial Statement Schedules |
EX-13 |
Financial Statements Independent Auditor's Reports |
|
EX-31.(A) |
Section 302 Certification |
|
EX-31.(B) |
Section 302 Certification |
|
EX-32.(A) |
Section 906 Certification |
|
EX-32.(B) |
Section 906 Certification |
|
EX-99.1 |
Significant Subsidiary 2004 Financial Statement |
|
|
||
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has caused this Amendment No. 1 to Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Boston Capital Tax Credit Fund V L.P. |
||
By: |
Boston Capital Associates V LLC, General Partner |
||
Date: |
|||
April 11, 2007 |
By: |
/s/ John P. Manning |
|
Managing Member |
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Fund and in the capacities and on the dates indicated:
DATE: |
SIGNATURE: |
TITLE: |
April 11, 2007 |
/s/ John P. Manning |
Director, President (Principal Executive Officer), Boston Capital Partners II Corp.; Director, President (Principal Executive Officer) BCTC V Assignor Corp. |
John P. Manning |
||
April 11, 2007 |
/s/ Marc N. Teal Marc N. Teal |
Sr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer), Boston Capital Partners II Corp.; Sr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) BCTC V Assignor Corp. |
Exhibit 31.a
I, John P. Manning, certify that:
April 11, 2007 |
/s/ John P. Manning |
John P. Manning |
|
Principal |
|
Executive Officer |
|
Exhibit 31.b
I, Marc N. Teal, certify that:
April 11, 2007 |
/s/ Marc N. Teal |
Marc N. Teal |
|
Principal Financial Officer |
|
INDEPENDENT AUDITORS' REPORT,
FINANCIAL STATEMENTS,
SUPPLEMENTARY INFORMATION
AND OTHER MATTERS
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
DECEMBER 31, 2004 AND 2003
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
DECEMBER 31, 2004 AND 2003
TABLE OF CONTENTS
Page
Independent Auditors' Report 1
Financial Statements
Balance Sheets 2-3
Statement of Loss 4
Statement of Partners' Capital 5
Statement of Cash Flows 6-7
Notes to Financial Statements 8-12
Supplementary Information
Supplemental Schedules 13-21
Other Matters
Report on Internal Control 22-23
Report on Compliance with Specific Requirements Applicable to
Major HUD Program 24-25
Report on Compliance with Specific Requirements Applicable to
Nonmajor HUD Program Transactions 26
Report on Compliance with Specific Requirements Applicable to
Fair Housing and Non-Discrimination 27
Managing General Partner's Certification 28
Managing Agent's Certification 28
Asher & Company, LTD.
Independent Auditor's Report
We have audited the accompanying balance sheets of CP Continental, L.P. T/A Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, as of December 31,2004 and 2003 and the related statements of loss, Partners' capital and cash flows for the year ended December 31,2004. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinions.
In our opinion, the fmancial statements referred to above present fairly, in all material respects, the financial position of CP Continental, L.P. T/A Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, as of December 31,2004 and 2003, and the results of its operations, changes in its Partners' capital, and its cash flows for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, we have issued reports dated May 26, 2005 on our consideration of CP Continental, L.P.'s T/A Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The putpose of those reports is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing and not to provide an opinion on the internal control over financial reporting or on compliance. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.
/s/ Asher & Company, Ltd.
ASHER
& COMPANY, Ltd.May 26, 2005
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
BALANCE SHEETS
DECEMBER 31, 2004 AND 2003
ASSETS |
||||
2004 |
2003 |
|||
CURRENT ASSETS |
||||
Cash, operating |
$ |
1,610 |
$ |
10,729 |
Tenant accounts receivable |
19,170 |
28,354 |
||
Reserve for collection losses |
(7,286) |
(13,578) |
||
Government accounts receivable |
15,988 |
3,008 |
||
Due from Partner |
500 |
500 |
||
Prepaid property insurance |
2,158 |
41,151 |
||
Prepaid mortgage insurance |
9,677 |
2,562 |
||
Prepaid other |
1,538 |
2,415 |
||
Tenant security deposits |
22,054 |
40,718 |
||
Total current assets |
65,409 |
115,859 |
||
RESTRICTED DEPOSITS |
||||
Mortgage escrow deposits |
- |
98,207 |
||
Reserve for replacement |
- |
141,534 |
||
Residual receipts reserve |
- |
2,545 |
||
Construction escrow |
11,301 |
- |
||
Total restricted deposits |
11,301 |
242,286 |
||
FIXED ASSETS |
||||
Land |
620,000 |
620,000 |
||
Buildings |
9,877,012 |
3,229,947 |
||
Accumulated costs |
- |
145,102 |
||
Miscellaneous fixed assets |
13,211 |
13,211 |
||
10,510,223 |
4,008,260 |
|||
Less accumulated depreciation |
(455,441) |
(127,977) |
||
Total fixed assets, net of accumulated depreciation |
|
|
|
|
OTHER ASSETS |
||||
Deferred financing fees, net of accumulated amortization |
|
- |
||
Tax credit fees, net of accumulated amortization |
|
|
||
Total other assets |
293,593 |
- |
||
Total Assets |
10,425,085 |
$ |
4,238,428 |
The accompanying notes are an intergral part of these
financial statements.
-2-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
BALANCE SHEETS (Continued)
DECEMBER 31, 2004 AND 2003
LIABILITIES AND PARTNERS ' CAPITAL |
||||
2004 |
2003 |
|||
CURRENT LIABILITIES |
||||
Accounts payable, operations |
$ |
400,963 |
$ |
140,226 |
Accounts payable, development |
860,031 |
- |
||
Retainage payable |
202,828 |
- |
||
Accrued expenses, operations |
8,970 |
19,372 |
||
Accrued interest, mortgage payable |
- |
8,875 |
||
Accrued property taxes |
- |
63,486 |
||
Mortgage payable |
34,068 |
121,245 |
||
Loan payable, affiliate |
38,269 |
145,102 |
||
Construction loan payable, affiliate |
445,781 |
- |
||
Notes payable, former owner |
- |
2,365,433 |
||
Development fees payable |
319,072 |
- |
||
Rent deferred credits |
1,243 |
1,051 |
||
Tenant security deposits |
22,054 |
40,718 |
||
Total current liabilities |
2,333,279 |
2,905,508 |
||
LONG-TERM LIABILITIES |
||||
Mortgage payable |
6,137,320 |
1,400,250 |
||
Development fees payable |
552,669 |
- |
||
Total long-term liabilities |
6,689,989 |
1,400,250 |
||
Total liabilities |
9,023,268 |
4,305,758 |
||
|
||||
|
|
|
|
|
Total Liabilities and Partners ' Capital |
10,424,085 |
$ |
4,238,428 |
The accompanying notes are an intergral part of these
financial statements.
-3-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
STATEMENT OFLOSS
YEAR ENDED DECEMBER 31, 2004
OPERATING REVENUE |
||
Rental revenue, net of vacancies |
$ |
447,779 |
Other operating revenue |
21,553 |
|
Total operating revenue |
469,332 |
|
|
||
OPERATING EXPENSES |
||
Administrative |
315,530 |
|
Utilities |
177,048 |
|
Operating and maintenance |
96,194 |
|
Taxes and insurance |
119,540 |
|
Total operating expenses |
708,312 |
|
OPERATING LOSS |
(238,980) |
|
OTHER INCOME |
||
Interest, reserves and escrows |
107 |
|
Total other income |
107 |
|
LOSS BEFORE OTHER EXPENSES |
(238,873) |
|
OTHER EXPENSES |
||
Interest |
63,968 |
|
Mortgage insurance premium |
7,606 |
|
Miscellaneous financial |
2,487 |
|
Depreciation and amortization |
334,919 |
|
Organization costs |
5,000 |
|
Total other expenses |
413,980 |
|
NET LOSS |
$ |
(652,853) |
The accompanying notes are an intergral part of these
financial statements.
-4-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
STATEMENT OF PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 2004
Balance, beginning of year |
$ |
(67,330) |
Limited Partners contributions |
3,049,999 |
|
Contributions receivable |
(914,999) |
|
Syndication cost write off |
(14,000) |
|
Net loss |
(652,853) |
|
Balance, end of year |
1,400,817 |
The accompanying notes are an intergral part of these
financial statements.
-5-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
STATEMENT OF CASH FLOW
YEAR ENDED DECEMBER 31, 2004
OPERATING ACTIVITIES |
||
Rental receipts |
$ |
437,883 |
Interest receipts |
107 |
|
Interest reduction payment revenue |
8,528 |
|
Other receipts |
4,150 |
|
Total receipts |
450,668 |
|
Administrative expenses paid |
(115,746) |
|
Utilities paid |
(204,336) |
|
Operating and maintenance expenses paid |
(45,946) |
|
Real estate taxes paid |
(87,201) |
|
Property insurance paid |
(25,776) |
|
Miscellaneous taxes and insurance paid |
(3,718) |
|
Interest paid on construction loan payable |
(49,032) |
|
Mortgage insurance premium paid |
(14,721) |
|
Miscellaneous financial expense |
(2,487) |
|
Organization cost paid |
(5,000) |
|
Total disbursements |
(553,963) |
|
Net cash utilized by operating activities |
(103,295) |
|
INVESTING ACTIVITIES |
||
Mortgage escrow deposits, funded |
(30,207) |
|
Mortgage escrow deposits, released |
128,414 |
|
Reserve for replacement, funded |
(12,108) |
|
Reserve for replacement, released |
153,642 |
|
Construction escrow, funded |
(11,301) |
|
Residual receipts, released |
2,545 |
|
Capital expenditures |
(4,586,169) |
|
Net cash utilized by investing activities |
(4,355,184) |
|
FINANCING ACTIVITIES |
||
Repayment of mortgage payable |
(1,491,973) |
|
Principal proceeds from mortgage payable |
6,171,388 |
|
Principal payments on first mortgage payable |
(29,522) |
|
Principal proceeds from construction loan payable |
445,781 |
|
Contribution from Partners |
2,135,000 |
|
Syndication costs incurred |
(14,000) |
|
Repayment of notes payable |
(2,365,433) |
|
Payments to affiliate |
(106,833) |
|
Deferred financing fees incurred |
(270,531) |
|
Tax credit fees incurred |
(24,517) |
|
Net cash provided by financing activities |
4,449,360 |
|
DECREASE IN CASH AND CASH EQUIVALENTS |
(9,119) |
|
Cash and cash equivalents, beginning of year |
10,729 |
|
Cash and cash equivalents, end of year |
$ |
1,610 |
The accompanying notes are an intergral part of these
financial statements.
-6-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
STATEMENT OF CASH FLOW (Continued)
YEAR ENDED DECEMBER 31, 2004
RECONCILIATION OF NET LOSS TO NET CASH UTILIZED |
|||
BY OPERATING ACTIVITIES |
|||
OPERATING ACTIVITIES |
|||
Net loss |
$ |
(652,853) |
|
Adjustments to reconcile net loss to net cash utilized by operating activities: |
|||
Depreciation |
327,464 |
||
Amortization |
7,455 |
||
Changes in: |
|||
Tenant and government accounts receivable |
(10,088) |
||
Prepaid expenses |
32,755 |
||
Cash restricted for tenant security deposits |
18,664 |
||
Accounts payable, operations |
259,607 |
||
Accounts payable, development |
14,936 |
||
Accrued expenses |
(82,763) |
||
Tenant security deposits liability |
(18,664) |
||
Rent deferred credits |
192 |
||
Net cash utilized by operating activities |
$ |
(103,295) |
|
SUPPLEMENTAL CASH FLOW DISCLOSURE: |
|||
During 2004 the Partnership incurred liabilities for capital expenditures of $1,914,664. |
|||
During 2004 the Partnership incurred liabilities for interest of $42,353, of which $27,417 was capitalized and $14,936 was expensed. |
The accompanying notes are an intergral part of these
financial statements.
-7-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
CP Continental, L.P. T/A Continental Terrace (A Limited Partnership) was formed as a limited partnership on December 1, 2001, to acquire an interest in real property located in Fort Worth, Texas and to operate an apartment complex of 200 units, under Section 221(d) (4) and Section 8 of the National Housing Act. Such Projects are regulated by the U.S. Department of Housing and Urban Development (HUD) as to rent charges and operating methods. The general partner is Continental Terrace - Michaels, L.L.C., whose sole member is Michael J. Levitt.
The Partnership receives a material portion of its revenue under a federal Section 8 rent subsidy program. This program provides for direct rent subsidy payments to the Partnership on behalf of certain tenants who qualify under the program's rules. The Section 8 Housing Assistance Payments (HAP) contract expires periodically. It is management's intent to maintain the Project as affordable housing and to negotiate and renew the HAP contract when it expires.
The Partnership maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Partnership has not experienced any losses in such accounts. The Partnership believes it is not exposed to any significant credit risk on cash and cash equivalents.
The regulatory agreement limits annual distributions to owners to $18,000, provided that "surplus cash," as defined therein, is available. Allowable distribution to owners, which have not been distributed, are cumulative and may be distributed in subsequent years if future operations provide sufficient "surplus cash." At December 31, 2004, there is no surplus cash available for Partner distribution during the next fiscal year.
The following significant accounting policies have been followed in the preparation of the financial statements:
(1) The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
-8-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
(7) For purposes of the statement of cash flows, the Partnership considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Mortgage escrow deposits and reserve for replacement which are required under the terms of the financing are not considered cash and cash equivalents.
(8) Income or loss of the Partnership is allocated .01% to the general partners and 99.99% to the limited partner. No income tax provision has been included in the financial statements since income or loss of the Partnership is required to be reported by the respective Partners on their income tax return
(9) Certain reclassifications have been made to the prior year's financial statements to conform to current year presentation.
-9-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
NOTE B - PARTNERSHIP ALLOCATIONS
As of December 31, 2004, the Partnership interests were as follows:
General Partner .01%
Limited Partner 99.99
100.00%
NOTE C - MORTGAGE PAYABLE
The Partnership's first mortgage was refinanced in order to complete a planned major rehabilitation. The mortgage payable was held by GMAC Commercial Mortgage Corporation and insured by HUD. Monthly installments were $18,659, including interest at 7%, through March, 2013, the maturity date of the mortgage. The apartment complex was pledged as collateral for the mortgage payable. No Partner was personally liable on the mortgage payable. The original amount of the mortgage payable was $3,002,600. In March, 2004, the mortgage was paid off in the amount of $1,491,973 from refinancing proceeds.
The new first mortgage is held by GMAC and is insured by HUD. Interest only is due each month from April, 2004 up to and including June 2005. Beginning July 1, 2005, a portion of the mortgage is payable in monthly installments of $35,747, including interest at 5.3%, through June 2040, the maturity date. The remaining portion of the mortgage is payable in monthly installments of $10,804, including interest at 5.3% through May 2014, the maturity date. The apartment complex is pledged as collateral for the mortgage payable. The unpaid principal balance as of December 31 2004 was $6,171,388 and the unreleased portion of the loan was $1,570,512.
Under Section 236 HUD has made interest reduction payments to the mortgagee on behalf of the Partnership.
Aggregate principal maturities due on the mortgage payable for the five years subsequent to December 31, 2004 are as follows:
Years Ended December 31, Amount
2005 $34,068
2006 70,899
2007 74,749
2008 78,808
2009 83,088
-10-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
NOTE D - NOTES PAYABLE
The Partnership incurred seller notes payable in the amounts of $1,965,433 and $400,000 with both having the scheduled maturity date of December 13, 2013. The notes accrued interest at 7%. Beginning January 2003, the interest on the notes was waived. The principal balance of the notes was paid off in 2004 with proceeds from refinancing.
NOTE E - RELATED PARTY TRANSACTIONS
Michael J. Levitt, majority stockholder of Interstate Realty Management Company, through a related company, is the general partner.
The Project's management agent, Interstate Realty Management Company, is controlled by Michael J. Levitt.
Management fees, in the amount of $33,919, are based on 7.834% of income as of December 31, 2004.
The Partnership incurred bookkeeping fees, in the amount of $16,992 in 2004, charged by the management agent for accounting services not covered by the management fee which is consistent with HUD regulations.
As of December 31, 2004 and 2003, amounts payable to Interstate Realty Management Company for management fees, bookkeeping fees, and payroll and related expenses totaled $253,262 and $82,496, respectively and are included in accounts payable operations.
Payroll related accounts reflect amounts paid to the management agent as reimbursement for actual wages paid to on-site personnel and actual health insurance premiums paid for on-site personnel plus a percentage for payroll taxes and workers' compensation insurance
-11-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
NOTE E - RELATED PARTY TRANSACTIONS (Continued)
The Michaels Development Company I, L.P. is controlled by Michael J. Levitt. The Partnership incurred amounts due to The Michaels Development Company I, L.P. As of December 31, 2004 and 2003 the amounts due to The Michaels Development Company I, L.P. are $38,269 and $145,102, respectively and are included in loan payable, affiliate.
The Michaels Development Company I, L.P is being paid a development fee of $871,741 from development sources and future cash flow. The unpaid balance of the development fee amounted to $871,741 as of December 31, 2004.
Continental Mortgage Corp. made a construction loan to the Partnership in the amount of $445,781. The loan is expected to be paid during 2005 from development sources. The loan bears interest at the prime rate plus one hundred fifty (150) basis points (6.75% at December 31, 2004). During 2004 the construction loan incurred interest of $16,919, which is included in accounts payable, development as of December 31, 2004. Continental Mortgage Corp. is wholly owned by Michael J. Levitt.
NOTE F - CONTINGENCY
The Partnership is subject to a $41,923 lien affidavit and claim from a contractor. Management feels the claim is unsubstantiated. Furthermore, management claims that the contractor did not obtain approval prior to performing such work. Management feels they have substantial evidence to refute the claim made by the contractor and intends to vigorously defend its position.
-12-
SUPPLEMENTARY INFORMATION
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
SUPPLEMENTAL SCHEDULES
YEAR ENDED DECEMBER 31, 2004
Reserve for replacement
In accordance with the provisions of the regulatory agreement, restricted cash was held by GMAC Commercial Mortgage Corporation to be used for replacement of property with the approval of HUD as follows:
Balance, January 1, 2004 $ 141,534
Deposits made 12,000
Interest earned 108
Withdrawals (153,642)
Balance, December 31, 2004 $ -
Residual receipts reserve
In accordance with the provisions of the regulatory agreement, these funds were held by GMAC Commercial Mortgage Corporation (mortgage servicer) to be used for Project operations with the approval of HUD as follows:
Balance, January 1, 2004 $ 2,545
Withdrawal (2,545)
Balance, December 31, 2004 $ -
-13-
Computation of Surplus Cash, |
U. S. Department of Housing |
|||||||||||||||
Distributions and Residual |
And Urban Development |
|||||||||||||||
Receipts |
Office of Housing |
|||||||||||||||
Federal Housing Commissioner |
||||||||||||||||
Project Name |
Fiscal Period Ended: |
Project Number |
||||||||||||||
CP CONTINENTAL, L.P. |
||||||||||||||||
T/A CONTINENTAL TERRACE |
12/31/2004 |
113-32234 |
||||||||||||||
(A LIMITED PARTNERSHIP) |
||||||||||||||||
Part A - Compute Surplus Cash |
||||||||||||||||
Cash |
||||||||||||||||
1 |
Cash (Accounts 1110,1120,1191,1192) |
$ |
23,664 |
|||||||||||||
2 |
Tenant subsidy vouchers due for period covered by financial statement |
|
|
|||||||||||||
3 |
Other (describe): |
$ |
||||||||||||||
(a) |
Total Cash (Add Lines 1, 2, and 3) |
$ |
39,652 |
|||||||||||||
Current Obligations |
||||||||||||||||
4 |
Accrued mortgage interest payable |
$ |
|
|||||||||||||
5 |
Delinquent mortgage principal payments |
$ |
||||||||||||||
6 |
Delinquent deposits to reserve for replacements |
$ |
|
|||||||||||||
7 |
Accounts payable (due within 30 days) |
$ |
400,963 |
|||||||||||||
8 |
Loans and notes payable (due within 30 days) |
$ |
||||||||||||||
9 |
Deficient Tax Insurance or MIP Escrow Deposits |
$ |
|
|||||||||||||
10 |
Accrued expenses (not escrowed) |
$ |
8,970 |
|||||||||||||
11 |
Prepaid Rents (Account 2210) |
$ |
1,243 |
|||||||||||||
12 |
Tenant security deposits liability (Account 2191) |
|
|
|||||||||||||
13 |
Other (Describe) |
$ |
||||||||||||||
(b) |
Less Total Current Obligations (Add Lines 4 through 13) |
$ |
433,230 |
|||||||||||||
(c) |
Surplus Cash (Deficiency( (Line (a) minus Line (b)) |
$ |
(393,578) |
|||||||||||||
Part B - Compute Distributions to Owners and Required Deposit to Residual Receipts |
||||||||||||||||
1. |
Surplus Cash |
$ |
NONE |
|||||||||||||
Limited Dividend Projects |
||||||||||||||||
2a. |
Annual Distribution Earned During Period Covered by the Statement |
|
|
|||||||||||||
2b. |
Distribution Accrued and Unpaid as of the End of the Prior Fiscal Period |
|
|
|||||||||||||
2c. |
Distributions Paid During Fiscal Period Covered by Statement |
|
|
|||||||||||||
3. |
Amount to be Carried on Balance Sheet as Distribution Earned but Unpaid |
|
|
|||||||||||||
4. |
Amount Available for Distribution During Next Fiscal Period |
|
|
|||||||||||||
5. |
Deposit Due Residual Receipts (Must be deposited with Mortagee within 60 days after Fiscal Period ends) |
|
|
|||||||||||||
Prepared By |
Reviewed By |
|||||||||||||||
Loan Technician |
Date |
Loan Servicer |
Date |
|||||||||||||
form HUD-93486 (8/95) |
-14-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
SUPPLEMENTAL SCHEDULES
YEAR ENDED DECEMBER 31, 2004
Changes in fixed assets |
||||||||||||||||||||
Miscellaneous |
||||||||||||||||||||
Land |
Building |
Fixed Assets |
Totals |
|||||||||||||||||
Assets |
||||||||||||||||||||
Balance, January 1, 2004 |
$ |
620,000 |
$ |
3,375,049 |
$ |
13,211 |
$ |
4,008,260 |
||||||||||||
Additions |
- |
6,501,963 |
- |
6,501,963 |
||||||||||||||||
Balance, December 31, 2004 |
$ |
620,000 |
$ |
9,877,012 |
$ |
13,211 |
10,510,223 |
|||||||||||||
Accumulated Depreciation |
||||||||||||||||||||
Balance, January 1, 2004 |
127,977 |
|||||||||||||||||||
Additions |
327,464 |
|||||||||||||||||||
Balance, December 31, 2004 |
455,441 |
|||||||||||||||||||
Net book value, December 31, 2004 |
$ |
10,054,782 |
-15-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
BALANCE SHEET, ELECTRONIC FILING FORMAT
DECEMBER 31, 2004
HUD A/C # |
Account Description |
Amount |
||
1120 |
Cash - Operations |
$ |
1,610 |
|
1121 |
Construction Cash Account |
- |
||
1125 |
Cash - Entity |
- |
||
1130 |
Tenant/Member A/R (Coops) |
19,170 |
||
1131 |
Allowance for Doubtful Accounts |
(7,286) |
||
1130N |
Net Tenant Accounts Receivable |
11,884 |
||
1135 |
A/R - HUD |
15,988 |
||
1137 |
Medicare Medicaid/Other Insurance Receivable |
- |
||
1140 |
Accounts and Notes Receivable - Operations |
- |
||
1145 |
Accounts and Notes Receivable - Entity |
500 |
||
1160 |
A/R - Interest |
- |
||
1165 |
Interest Reduction Payment Receivable |
- |
||
1170 |
Short Term Investments - Operations |
- |
||
1175 |
Short Term Investments - Entity |
- |
||
1190 |
Miscellaneous Current Assets |
- |
||
1200 |
Miscellaneous Prepaid Expenses |
13,373 |
||
1100T |
Total Current Assets |
$ |
43,355 |
|
1191 |
Tenant/Patient Deposits Held in Trust |
$ |
22,054 |
|
1310 |
Escrow Deposits |
$ |
- |
|
1320 |
Replacement Reserve |
- |
||
1330 |
Other Reserves |
11,301 |
||
1340 |
Residual Receipts Reserve |
- |
||
1355 |
Bond Reserves |
- |
||
1367 |
Sinking Fund |
- |
||
1381 |
Management Improvement and Operating Plan |
- |
||
1300T |
Total Deposits |
$ |
11,301 |
|
1410 |
Land |
$ |
620,000 |
|
1420 |
Buildings |
9,877,012 |
||
1440 |
Building Equipment (Portable) |
- |
||
1450 |
Furniture for Project/Tenant Use |
- |
||
1460 |
Furnishings |
- |
||
1465 |
Office Furniture and Equipment |
- |
||
1470 |
Maintenance Equipment |
- |
||
1480 |
Motor Vehicles |
- |
||
1490 |
Miscellaneous Fixed Assets |
13,211 |
||
1400T |
Total Fixed Assets |
$ |
10,510,223 |
|
1495 |
Accumulated Depreciation |
(455,441) |
||
1400N |
Net Fixed Assets |
$ |
10,054,782 |
|
1510 |
Investments - Operations |
- |
||
1515 |
Investments - Entity |
- |
||
1520 |
Intangible Assets |
292,593 |
||
1590 |
Miscellaneous Other Assets |
- |
||
1500T |
Total Other Assets |
$ |
292,593 |
|
1000T |
Total Assets |
$ |
10,424,085 |
-16-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
BALANCE SHEET, ELECTRONIC FILING FORMAT
DECEMBER 31, 2004
HUD A/C # |
Account Description |
Amount |
||
2105 |
Bank Overdraft - Operations |
$ |
- |
|
2110 |
A/P - Operations |
409,933 |
||
2111 |
A/P - Construction/Development |
1,062,859 |
||
2112 |
A/P - Project Improvement Items |
- |
||
2113 |
A/P - Entity |
- |
||
2115 |
A/P - 236 Excess Income due HUD |
- |
||
2116 |
A/P - Section 8 & Other |
- |
||
2120 |
Accrued Wages Payable |
- |
||
2121 |
Accrued Payroll Taxes Payable |
- |
||
2123 |
Accrued Management Fee Payable |
- |
||
2130 |
Accrued Interest Payable - Section 236 |
- |
||
2131 |
Accrued Interest Payable - First Mortgage |
- |
||
2132 |
Accrued Interest Payable - Other Mortgages |
- |
||
2133 |
Accrued Interest Payable - Other Loans and Notes (Surplus Cash) |
- |
||
2134 |
Accrued Interest Payable - Other Loans and Notes |
- |
||
2135 |
Accrued Interest Payable - Flexible Subsidy Loan |
- |
||
2136 |
Accrued Interest Payable - Capital Improvements Loan |
- |
||
2137 |
Accrued Interest Payable - Operating Loss Loan |
- |
||
2150 |
Accrued Property Taxes |
- |
||
2160 |
Notes Payable (Short-term) |
- |
||
2170 |
Mortgage Payable - First Mortgage (Short Term) |
34,068 |
||
2172 |
Mortgage Payable - Other Mortgages (Short Term) |
- |
||
2173 |
Other Loans and Notes Payable, Surplus Cash (Short Term) |
- |
||
2174 |
Other Loans and Notes Payable, (Short Term) |
484,050 |
||
2175 |
Flexible Subsidy Loan Payable (Short Term) |
- |
||
2176 |
Capital Improvement Loan Payable (Short Term) |
- |
||
2177 |
Operating Loss Loan Payable (Short Term) |
- |
||
2180 |
Utility Allowances |
- |
||
2190 |
Miscellaneous Current Liabilities |
319,072 |
||
2210 |
Prepaid Revenue |
1,243 |
||
2122T |
Total Current Liabilities |
$ |
2,311,225 |
|
2191 |
Tenant/Patient Deposits Held in Trust (Contra) |
$ |
22,054 |
|
2305 |
Accounts Payable (Long-term) |
$ |
- |
|
2310 |
Notes Payable (Long-term) |
- |
||
2311 |
Notes Payable - Surplus Cash |
- |
||
2320 |
Mortgage Payable - First Mortgage (Long-term) |
6,137,320 |
||
2322 |
Mortgage Payable - Other Mortgages (Long-term) |
- |
||
2323 |
Other Loans and Notes Payable - Surplus Cash |
- |
||
2324 |
Other Loans and Notes Payable |
- |
||
2325 |
Flexible Subsidy Loan Payable |
- |
||
2326 |
Capital Improvement Loan Payable |
- |
||
2327 |
Operating Loss Loan Payable |
- |
||
2330 |
Interest on Loans or Notes Payable (Long Term) |
- |
||
2390 |
Miscellaneous Long Term Liabilities |
552,669 |
||
2300T |
Total Long Term Liabilities |
$ |
6,689,989 |
|
2000T |
Total Liabilities |
$ |
9,023,268 |
|
3130 |
Total Equity/Retained Earnings |
1,400,817 |
||
2033T |
Total Liabilities and Equity/Retained Earnings |
$ |
10,424,085 |
-17-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
STATEMENT OF OPERATIONS, ELECTRONIC FILING FORMAT
YEAR ENDED DECEMBER 31, 2004
HUD A/C # |
Account Description |
Amount |
||
5120 |
Rent Revenue - Gross Potential |
$ |
989,821 |
|
5121 |
Tenant Assistance Payments |
133,279 |
||
5140 |
Rent Revenue - Stores and Commercial |
- |
||
5170 |
Garage and Parking Spaces |
- |
||
5180 |
Flexible Subsidy Revenue |
- |
||
5190 |
Miscellaneous Rent Revenue |
- |
||
5191 |
Excess Rent |
(6) |
||
5192 |
Rent Revenue/Insurance |
- |
||
5193 |
Special Claims Revenue |
- |
||
5194 |
Retained Excess Income |
- |
||
5195 |
Lease Revenue |
- |
||
5100T |
Total Rent Revenue |
$ |
1,123,094 |
|
5220 |
Apartments |
$ |
(670,822) |
|
5240 |
Stores and Commercial |
- |
||
5250 |
Rental Concessions |
(4,493) |
||
5270 |
Garage and Parking Space |
- |
||
5290 |
Miscellaneous |
- |
||
5200T |
Total Vacancies |
$ |
(675,315) |
|
5152N |
Net Rental Revenue (Rent revenue less vacancies) |
$ |
447,779 |
|
5300 |
Nursing Homes/Assisted Living/Board & Care/ |
|||
Other Elderly Care/Coop and other revenues |
$ |
- |
||
5410 |
Financial Revenue - Project Operations |
$ |
- |
|
5430 |
Revenue from Investments - Residual Receipts |
- |
||
5440 |
Revenue from Investments - Replacement Reserve |
107 |
||
5490 |
Revenue from Investments - Miscellaneous |
- |
||
5400T |
Total Financial Revenue |
$ |
107 |
|
5910 |
Laundry and Vending Revenue |
$ |
1,939 |
|
5920 |
Tenant Charges |
2,171 |
||
5945 |
Interest Reduction Payments Revenue |
17,403 |
||
5990 |
Miscellaneous Revenue |
40 |
||
5900T |
Total Other Revenue |
$ |
21,553 |
|
5000T |
Total Revenue |
$ |
469,439 |
-18-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
STATEMENT OF OPERATIONS, ELECTRONIC FILING FORMAT
YEAR ENDED DECEMBER 31, 2004
HUD A/C # |
Account Description |
Amount |
||
6203 |
Conventions and Meetings |
$ |
- |
|
6204 |
Management Consultants |
- |
||
6210 |
Advertising and Marketing |
3,452 |
||
6250 |
Other Renting Expenses |
2,952 |
||
6310 |
Office Salaries |
10,113 |
||
6311 |
Office Expenses |
23,859 |
||
6312 |
Office or Model Apartment Rent |
- |
||
6320 |
Management Fee |
33,919 |
||
6330 |
Manager or Superintendent Salaries |
22,079 |
||
6331 |
Administrative Rent Free Unit |
17,240 |
||
6340 |
Legal Expense - Project |
171 |
||
6350 |
Audit Expense |
9,575 |
||
6351 |
Bookkeeping Fees/Accounting Services |
16,992 |
||
6370 |
Bad Debts |
1,890 |
||
6390 |
Miscellaneous Administrative Expenses |
173,288 |
||
6263T |
Total Administrative Expenses |
$ |
315,530 |
|
6420 |
Fuel Oil/Coal |
$ |
- |
|
6450 |
Electricity |
75,730 |
||
6451 |
Water |
29,757 |
||
6452 |
Gas |
36,257 |
||
6453 |
Sewer |
35,304 |
||
6400T |
Total Utilities Expense |
$ |
177,048 |
|
6510 |
Payroll |
$ |
59,886 |
|
6515 |
Supplies |
12,329 |
||
6520 |
Contracts |
801 |
||
6521 |
Operating and Maintenance Rent Free Unit |
- |
||
6525 |
Garbage and Trash Removal |
11,653 |
||
6530 |
Security Payroll/Contract |
- |
||
6531 |
Security Rent Free Unit |
- |
||
6546 |
Heating/Cooling Repairs and Maintenance |
8,653 |
||
6548 |
Snow Removal |
- |
||
6570 |
Vehicle and Maintenance Equipment Operation and Repairs |
208 |
||
6590 |
Miscellaneous Operating and Maintenance Expenses |
2,664 |
||
6500T |
Total Operating and Maintenance Expenses |
$ |
96,194 |
|
6710 |
Real Estate Taxes |
$ |
23,715 |
|
6711 |
Payroll Taxes (Project 's Share) |
7,501 |
||
6720 |
Property & Liability Insurance (Hazard) |
64,132 |
||
6721 |
Fidelity Bond Insurance |
- |
||
6722 |
Workmen 's Compensation |
7,329 |
||
6723 |
Health Insurance and Other Employee Benefits |
12,028 |
||
6790 |
Miscellaneous Taxes, Licenses, Permits and Insurance |
4,835 |
||
6700T |
Total Taxes and Insurance |
$ |
119,540 |
-19-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
STATEMENT OF OPERATIONS, ELECTRONIC FILING FORMAT
YEAR ENDED DECEMBER 31, 2004
HUD A/C # |
Account Description |
Amount |
||
6820 |
Interest on Mortgage Payable |
$ |
- |
|
6830 |
Interest on Notes Payable (Long Term) |
- |
||
6840 |
Interest on Notes Payable (Short Term) |
- |
||
6850 |
Mortgage Insurance Premium/Service Charge |
7,606 |
||
6890 |
Miscellaneous Financial Expenses |
2,487 |
||
6800T |
Total Financial Expenses |
$ |
10,093 |
|
6900 |
Nursing Homes/Assisted Living/Board & Care/Other Elderly Care Expenses |
$ |
- |
|
6000T |
Total Cost of Operations before Depreciation |
$ |
718,405 |
|
5060T |
Profit (Loss) before Depreciation |
$ |
(248,966) |
|
6600 |
Depreciation Expenses |
$ |
327,464 |
|
6610 |
Amortization Expenses |
7,455 |
||
5060N |
Operating Profit or (Loss) |
$ |
(583,885) |
|
7105 |
Entity Revenue |
$ |
- |
|
7110 |
Officer 's Salaries |
- |
||
7120 |
Legal Expenses |
- |
||
7130 |
Federal, State, and Other Income Taxes |
- |
||
7141 |
Interest on Notes Payable |
63,968 |
||
7142 |
Interest on Mortgage Payable |
- |
||
7190 |
Other Expenses |
5,000 |
||
7100T |
Net Entity Expenses |
$ |
68,968 |
|
3250 |
Profit or Loss (Net Income or Loss) |
$ |
(652,853) |
|
S1000-010 |
Total mortgage principal payments required during the audit year (12 monthly payments). This applies to all direct loans and HUD-held, fully insured mortgages. Any HUD approved second mortgages should be included in the figures. |
$ |
29,522 |
|
S1000-020 |
Total of 12 monthly deposits in the audit year into the Replacement Reserve account, as required by the Regulatory Agreement, even if payments may be temporarily suspended or reduced. |
$ |
12,000 |
|
S1000-030 |
Replacement Reserves, or Residual Receipts and Releases which are included as expense items on this Profit and Loss statement. |
$ |
NONE |
|
S1000-040 |
Project Improvement Reserve releases under the Flexible Subsidy Program that are included as expense items on this Profit and Loss statement. |
$ |
N/A |
|
-20-
CP CONTINENTAL, L.P.
T/A CONTINENTAL TERRACE
(A LIMITED PARTNERSHIP)
HUD PROJECT NO. 113-35234
SUPPLEMENTAL SCHEDULES
YEAR ENDED DECEMBER 31, 2004
Balance Sheet, Electronic Filing Format |
||
Account No. - are as follows: |
||
Development fees payable-current |
$ |
319,072 |
Account No. - are as follows: |
||
Development fees payable-long term |
$ |
552,669 |
Statement of Operations, Electronic Filing Format |
||
Account No. - are as follows: |
||
Relocation expense |
$ |
162,873 |
Travel expense |
4,553 |
|
Inspection fees |
1,614 |
|
Miscellaneous administrative expense |
4,248 |
|
$ |
173,288 |
|
Account No. - are as follows: |
||
Letter of credit |
$ |
2,487 |
Account No. - are as follows: |
||
Organization costs |
$ |
5,000 |
-21-
OTHER MATTERS
Report on Internal Control
The Partners
CP Continental, L.P.
T/A Continental Terrace
Marlton, New Jersey
We have audited the financial statements of CP Continental, L.P. TIA Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, as of and for the year ended December 31, 2004, and have issued our report thereon dated May 26, 2005. We have also audited CP Continental, L.P.'s TIA Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, compliance with requirements applicable to HUD-assisted programs and have issued our report thereon dated May 26,2005.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America, and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, and the Consolidated Audit Guide for Audits of HUn Programs (the "Guide") issued by the U.S. Department of Housing and Urban Development, Office of the Inspector General. Those standards and the Guide require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and about whether CP Continental, L.P. TIA Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, complied with laws and regulations, noncompliance with which would be material to a HUn-assisted program.
The management of CP Continental, L.P. TIA Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, is responsible for establishing and maintaining effective internal control. In planning and performing our audit of the financial statements, we considered CP Continental, L.P.'s TIA Continental Terrace (A Limited Partnership), HOD Project No. 113-35234, internal control over financial reporting and its internal control over compliance with requirements that would have a direct and material effect on a HUD-assisted program in order to determine our auditing procedures for the purpose of expressing our opinions on the financial statements and on compliance and not to provide an opinion on the internal control over financial reporting and the internal control over compliance.
-22-
The Partners
CP Continental, L.P.
T/A Continental Terrace
Our consideration of internal control would not necessarily disclose all matters in internal control that might be material weaImesses. A material weakness is a reportable condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud that would be material in relation to the financial statements being audited or that noncompliance with applicable requirements of laws and regulations that would be material in relation to a HUDassisted program may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. We noted no matters involving internal control and its operations that we consider to be material weaknesses as defined above.
This report is intended solely for the information and use of management, others within the organization, and the U.S. Department of Housing and Urban Development and is not intended to be and should not be used by anyone other than these specified parties.
/S/ ASHER
ASHER
& COMPANY, Ltd.May 26, 2005
-23-
Report on Compliance with Specific Requirements Applicable to Major HUD Program
The Partners
CP Continental, L.P.
T/ A Continental Terrace Marlton, New Jersey
We have audited CP Continental, L.P.'s T/A Continental Terrace (A Limited Partnership), IillD Project No. 113-35234, compliance with the specific program requirements governing management functions, replacement reserve, federal financial reports, tenant application, tenant eligibility, tenant recertification, mortgage status, residual receipts, unauthorized change of ownership/acquisition of liabilities, unauthorized loans of project funds, unauthorized transfer of beneficial interest, electronic submission verification, and distributions to owners that are applicable to its major HUD-assisted program, HUD insured mortgage, for the year ended December 31, 2004. The management of CP Continental, L.P. T/A Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Project's compliance with those requirements based on our audit.
We conducted our audit of compliance with those requirements in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, and the Consolidated Audit Guide for Audits of HUD Programs (the "Guide") issued by the U.S. Department of Housing and Urban Development, Office of Inspector General. Those standards and the Guide require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the requirements referred to above that could have a direct and material effect on a major HUD-assisted program occurred. An audit includes examining, on a test basis, evidence about CP Continental, L.P.'s T/A Continental Terrace (A Limited Partnership), HUn Project No. 113-35234, compliance with those requirements and performing such other pr ocedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Our audit does not provide a legal determination of the Project's compliance with those requirements.
-24-
The Partners
CP Continental, L.P.
T/A Continental Terrace
The results of our tests disclosed no instances of other matters that are required to be reported under Government Auditing Standards. The results of our audit procedures did not disclose any immaterial instances of noncompliance with the requirements referred to above.
In our opinion, CP Continental, L.P. T/A Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, complied, in all material respects, with the requirements described above that are applicable to its major HUD-assisted program for the year ended December 31, 2004.
This report is intended solely for the information and use of management, others within the organization, and the U.S. Department of Housing and Urban Development and is not intended to be and should not be used by anyone other than these specified parties.
/S/ ASHER
& COMPANY, Ltd.ASHER & COMPANY, Ltd.
May 26, 2005
-25-
Report on Compliance with Specific Requirements
Applicable to Nonmajor HUD Program Transactions
The Partners
CP Continental, L.P.
T/ A Continental Terrace
Marlton, New Jersey
We have audited the financial statements of CP Continental, L.P. T/A Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, as of and for the year ended December 31, 2004, and have issued our report thereon dated May 26,2005.
In connection with that audit and with our consideration of the Partnership
's internal control used to administer HUD programs, as required by the Consolidated Audit Guide for Audits of HUD Programs (the "Guide"), issued by the U.S. Department of Housing and Urban Development, Office of Inspector General, we selected certain transactions applicable to the nonmajor HUn-assisted program, Section 8 Housing Subsidy, for the year ended December 31, 2004. As required by the Guide, we performed auditing procedures to test compliance with the requirements governing the replacement reserve, federal fmancial reports, tenant application, tenant eligibility, tenant recertification, mortgage status, residual receipts, distributions to owners, management functions, unauthorized change of ownership/acquisition of liabilities, unauthorized loans of project funds, unauthorized transfer of beneficial interest, and electronic submission verification that a re applicable to those transactions. Our procedures were substantially less in scope than an audit, the objective of which is the expression of an opinion on CP Continental, L.P.'s T/A Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, compliance with those requirements. Accordingly, we do not express such an opinion.The results of our tests disclosed no instances of noncompliance that are required to be reported herein under the Guide.
The results of our tests disclosed no instances of other matters that are required to be reported under Government Auditing Standards. We noted no immaterial instances of noncompliance with the requirements referred to above.
This report is intended solely for the information and use of management, others within the organization, and the U.S. Department of Housing and Urban Development and is not intended to be and should not be used by anyone other than these specified parties.
/S/ ASHER
ASHER
& COMPANY, Ltd.May 26, 2005
-26-
Report on Compliance with Specific Requirements
Applicable to Fair Housing and Non-Discrimination
The Partners
CP Continental, L.P.
T/ A Continental Terrace
Marlton, New Jersey
We have applied procedures to test CP Continental, L.P.
's T/A Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, compliance with the fair housing and nondiscrimination requirements applicable to its HUD-assisted programs for the year ended December 31, 2004.Our procedures were limited to the applicable compliance requirement described in the Consolidated Audit Guide for Audits of HUD Programs (the "Guide") issued by the U.S. Department of Housing and Urban Development, Office of Inspector General. Our procedures were substantially less in scope than an audit, the objective of which is the expression of an opinion on CP Continental, L.P.
's T/A Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, compliance with the fair housing and non-discrimination requirements. Accordingly, we do not express such an opinion.The results of our tests disclosed no instances of noncompliance that are required to be reported herein under the Guide.
This report is intended solely for the information and use of management, others within the organization, and the U.S. Department of Housing and Urban Development and is not intended to be and should not be used by anyone other than these specified parties.
.
/S/ ASHER
ASHER
& COMPANY, Ltd.May 26, 2005
-27-
Managing General Partner's Certification
I hereby certify that I have examined the accompanying financial statements and supplemental data of CP Continental, L.P. T/A Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, and, to the best of my knowledge and belief, the same are complete and accurate.
_________________________________ _________________________________
Date Continental Terrace - Michaels, L.L.C.
General Partner
The Partnership's federal employer identification number is 95-4845358.
Managing Agent's Certification
I hereby certify that I have examined the accompanying financial statements and supplemental data of CP Continental, L.P. T/A Continental Terrace (A Limited Partnership), HUD Project No. 113-35234, and, to the best of my knowledge and belief, the same are complete and accurate.
_________________________________ _________________________________
Date James V. Bleiler
Executive Vice President
Interstate Realty Management Company
Agent for Owners
The Managing Agent's federal employer identification number is 22-2012047.
-28-