COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) FINANCIAL STATEMENTS AND SUPPLEMENTAL SUPPORTING DATA FOR THE YEAR ENDED DECEMBER 31, 1997 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) FOR THE YEAR ENDED DECEMBER 31, 1997 Page ---- Independent Auditors' Report 1 Financial Statements: Balance Sheet 2 - 3 Statement of Profit and Loss 4 - 5 Statement of Changes in Members' Equity 6 Statement of Cash Flows 7 Notes to Financial Statements 8 - 10 Supplemental Supporting Data Required by HUD 11 - 20 [Letterhead] Hidalgo, Banfill, Zlotnik & Kermali, P.C. CERTIFIED PUBLIC ACCOUNTANTS (Originally Founded in 1949) INDEPENDENT AUDITORS' REPORT The Members Cove Apartments, L.C. We have audited the accompanying balance sheet of Cove Apartments, L.C. (a Texas limited liability company) (the "Company"), U.S. Department of Housing and Urban Development ("HUD") Project Number 114-11122-REF, as of December 31, 1997 and the related statements of profit and loss, changes in members' equity and cash flows for the year ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cove Apartments, L.C. as of December 31, 1997 and the results of its operations, changes in members' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated February 8, 1998, on our consideration of the Company's internal controls, and reports dated February 8, 1998, on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to Fair Housing and Non-Discrimination. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 11-20 are presented for purposes of additional analysis and is not a required part of the basic financial statements of the Company. 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. /s/ Hidalgo, Banfill, Zlotnik & Kermali, P.C. Certified Public Accountants February 8, 1998 3555 TIMMONS LANE, SUITE 460 - HOUSTON, TEXAS 77027 - (713) 963-8008 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) BALANCE SHEET DECEMBER 31, 1997 ASSETS CURRENT ASSETS: 1110 Petty Cash $ 300 1120 TCB depository account 49,774 1130 Tenant accounts receivable 752 1140 Accounts receivable - other 607 1240 Prepaid insurance 41,276 1250 Mortgage insurance 32,945 --------- Total current assets 125,654 Deposits Held in Trust - Funded: 1191 Tenant security deposits: 55,348 --------- Restricted Deposits and Funded Reserves: 1310 Mortgage escrow deposits: MIP escrow - FHA repair escrow - Property tax escrow 235,982 Insurance escrow 37,732 1320 Reserve for replacements 162,957 --------- Total restricted deposits and funded reserves 436,671 --------- Property, Furniture and Equipment 1410 Land 1,354,280 1420 Buildings 5,266,271 1450 Furniture and equipment 400,230 --------- 7,020,781 Less accumulated depreciation (767,961) Total property, furniture and equipment 6,252,820 Other Assets: 1800 Financing and organization costs net of accumulated amortization of $43,883 331,010 --------- Total Assets $7,201,503 ========= See accompanying notes to financial statements. 2 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) BALANCE SHEET DECEMBER 31, 1997 LIABILITIES AND MEMBERS' EQUITY Current Liabilities: 2110 Accounts payable $ 8,024 2120 Accrued wages and payroll taxes payable 3,829 2130 Mortgage interest payable - 2150 Accrued property taxes 223,294 2210 Prepaid rents 9,738 2320 Current portion of mortgage loan payable - Note 2 54,720 --------- Total current liabilities 299,605 Deposits Liabilities: 2191 Tenant security deposits: 55,599 Long-Term Liabilities: 2310 Mortgage loan payable, net of current portion - Note 2 6,563,623 --------- Total Liabilities 6,918,827 Members' Equity 282,676 Total Liabilities and Members' Equity $7,201,503 ========= See accompanying notes to financial statements. 3 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) STATEMENT OF CHANGES IN MEMBERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 1997 Balance, December 31, 1996 $225,560 Contributions - Distributions (22,224) Net Profit for the year 79,340 -------- Balance, December 31, 1997 $282,676 ======== See accompanying notes to financial statements. 4 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1997 Cash Flows from Operating Activities: Net Income (Loss) $ 79,340 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 215,304 (Increase) decrease in: Accounts receivable - tenants (645) Mortgage insurance (2,503) Prepaid insurance (4,868) Escrow accounts (104,709) Security deposits (1,819) Accounts receivable - other (607) Deposits 200 Increase (decrease) in: Accounts payable and accrued liabilities (51,742) Accrued interest payable (42,402) Accrued taxes payable (5,188) Deposit liabilities 12,445 Prepaid rents 4,631 --------- 97,437 --------- Cash Flows from Investing Activities: Property improvements (138,421) --------- Cash Flows from Financing Activities: Mortgage principal payments (54,770) Distributions (22,224) --------- (76,994) --------- Net Decrease in Cash (117,978) Cash, Beginning of Year 168,052 --------- Cash, End of Year $ 50,074 ========= Supplemental Disclosures of Cash Flow Information: Interest paid during the year $ 549,170 ========= See accompanying notes to financial statements. 5 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1997 Note 1 Organization and Summary of Significant Accounting Policies Organization Cove Apartments, L.C. (the "Company") was organized as a limited liability company on June 25, 1992, under the laws of the State of Texas, for the purpose of acquiring and operating a housing project or projects with the assistance of mortgage insurance under the National Housing Act, Section 223F. Such projects are regulated by the Department of Housing and Urban Development ("HUD"). The Regulatory Agreement limits distributions of net operating income to "surplus cash" available for distribution at the end of a semiannual or annual fiscal period. The Company will terminate June 24, 2032, according to the terms of the Articles of Organization. On December 16, 1993, the members of Cove Apartments, L.C. contributed a 308 unit multifamily project located at 2000 Bay Area Blvd. in Houston, Texas, known as the Cove Apartments (the "Project") and certain other assets to the Company. Concurrently, the Company obtained a mortgage loan in the amount of $6,800,000, collateralized by the Project and other assets. The Project was recorded by the Company at the members' net carrying basis of $6,127,303 which represents cost less accumulated depreciation. The proceeds of the mortgage loan were used to repay the members' existing debt on the Project, fund escrow balances and pay closing costs, all of which were funded at closing and did not flow through the cash accounts of the Company. The aggregate amount of the assets contributed, including the Project and other assets and escrow balances, in excess of the mortgage loan totaled $378,206 and was recorded as a capital contribution. Revenue Recognition The Company recognizes real estate rental revenue in accordance with the terms of the respective leases. Property, Furniture and Equipment Property, furniture and equipment are carried at cost and are depreciated using the straight line method over the estimated useful lives of 5 to 10 years for furniture and equipment and 20 to 40 years for building and building improvements. 6 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1997 Note 1 Organization and Summary of Significant Accounting Policies (Continued) Financing Costs Financing costs consist principally of fees incurred in conjunction with obtaining the permanent mortgage loan and are being amortized over the 35 year term of the mortgage loan using the straight-line method. Income Taxes No provision for Federal income taxes is made in the accounts of the Company since taxes on its operations are the obligations of individual members. Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Note 2 Mortgage Loan Payable The mortgage loan payable to TRI Capital Corporation bears interest at 7.625% and is due in monthly installments of $46,457, including interest, through January 1, 2029. The Company's property and equipment and the various funded reserves collateralize the mortgage loan. Annual principal payments for years subsequent to December 31, 1997 are as follows: Years Ending December 31, Amount ------------------------- ------ 1998 $ 54,720 1999 59,042 2000 63,705 2001 68,735 2002 74,164 Thereafter 6,297,977 ---------- $6,618,343 ========== 7 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1997 Note 3 Real Estate Leases At December 31, 1997 approximately 93.5% of the Project's 308 units were committed under either month-to-month leases or non-cancelable operating leases with terms varying from six to twelve months. Future minimum real estate rental income under the non-cancelable operating leases existing at December 31, 1997, expected during the year ending December 31, 1998 is approximately $557,770. Note 4 Related Party Transactions Operations of the Project are managed by Bradley Apartment Homes ("BAH"), which is affiliated with the members of the Company. Management fees paid to BAH are based on four percent of rents collected. Such fees aggregated $70,100 for the year ended December 31, 1997. Consulting services related to contracting for repair/replacement expenditures on the project were provided during the year by Allied Construction Services, which is also affiliated with the members of the Company. Consulting fees paid to Allied Construction during the year ended December 31, 1997 aggregated $122,930 and were calculated on a percentage of the repair/replacement cost basis. 8 SUPPLEMENTAL SUPPORTING DATA REQUIRED BY HUD COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) Supplemental Supporting Data Required by HUD December 31, 1997 Accounts Receivable (other than from regular tenants): None Delinquent Tenant Accounts Receivable: 1997 ----------------------- Number of Amount Tenants Past Due ------- -------- Delinquent 30 days 8 $752 Delinquent 31 to 60 days 0 0 Delinquent 61 to 90 days 0 0 Delinquent over 90 days 0 0 --- --- 8 $752 === === Mortgage Escrow Deposits: Estimated amount required as of December 31, 1997 for future payment of: 1997 ---- Property insurance, 8 months $ 23,207 Mortgage insurance, 11 months 33,210 Real estate taxes, 12 months 223,294 ------- Total 279,711 Amount confirmed by mortgagee 306,658 ------- Amount on deposit in excess of estimated requirements $ 26,947 ======= 9 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) Supplemental Supporting Data Required by HUD For the Year Ended December 31, 1997 Reserve for Replacements: In accordance with the provisions of the Regulatory Agreement, restricted cash is held by the TRI Capital Corporation to be used for replacement of property with the approval of HUD as follows: Balance, beginning of period $117,835 Deposits made during period 45,122 Withdrawals made during period - -------- Balance, end of period $162,957 ======== Accounts Payable (other than to trade creditors): None Compensation of Partners: None from Project funds Changes in Fixed Assets: Furniture & Land Buildings Equipment Total ---- --------- --------- ----- Cost: December 31, 1996 $1,354,280 $5,175,670 $352,410 $6,882,360 Additions - 90,601 47,820 138,421 Dispositions - - - - --------- --------- ------- --------- December 31, 1997 $1,354,280 $5,266,271 $400,230 $7,020,781 ========= ========= ======= ========= Accumulated Depreciation: December 31, 1996 $ 435,773 $127,600 $ 563,373 Additions 151,079 53,509 204,588 Dispositions - - - --------- ------- --------- December 31, 1997 $ 586,852 $181,109 $ 767,961 ========= ======= ========= 10 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) Supplemental Supporting Data Required by HUD For the Year Ended December 31, 1997 Accrued Taxes: Description of Basis for Period Amount Tax Accrual Covered Date Due Accrued -------------- ---------- --------- -------- ------- Houston ISD Tax January 1, 1997 Statement through January 31, December 31, 1997 1998 $129,080 City of Houston and Tax January 1, 1997 Harris County Statement through January 31, December 31, 1997 1998 94,215 -------- Total $223,295 ======== Tenant Security Deposits: Tenant security deposits are held in account #25526-00219 at Bank of America Texas N.A., Houston, Texas. This federally insured account, in the name of the Project, had a balance of $55,348 at December 31, 1997, including earned interest that does not inure to the tenants. Schedule of Unauthorized Distributions of Project Income: None Changes in Ownership Interests: No ownership changes occurred during the period covered by the financial statements. Distributions paid to the members: Date Declared and Paid Period Covered Amount Declared and Paid - - ---------------------- -------------- ------------------------ February 1997 2nd half 1996 $22,224 ======= 11 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) Supplemental Supporting Data Required by HUD For the Year Ended December 31, 1997 Statement of Receipts and Disbursements: Source of Funds: Revenues: Rental income, net $1,679,282 Financial 6,329 Other income 75,768 --------- 1,761,379 --------- Expenses: Administrative 205,134 Management fees 70,100 Utilities 84,546 Operating 21,695 Maintenance 124,553 Maintenance payroll 92,023 Real estate taxes 227,046 Other taxes 19,759 Insurance 65,155 Workmen's' compensation 16,746 Mortgage insurance 33,210 Mortgage interest 506,768 --------- 1,466,735 --------- Cash provided by operations before principal payments and changes in assets and liabilities 294,644 Principal payments 54,770 --------- Cash provided by operations before changes in assets and liabilities 239,874 --------- 12 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) Supplemental Supporting Data Required by HUD For the Year Ended December 31, 1997 Statement of Receipts and Disbursements (Continued) Application of Funds: (Increase) decrease in: Accounts receivable - tenants (645) Accounts receivable - other (607) Deposits 200 Prepaid insurance (4,868) Security deposits (1,819) Escrow accounts (104,709) Mortgage insurance (2,503) Increase (decrease) in: Accounts payable and accrued liabilities (51,742) Accrued interest payable (42,402) Accrued taxes payable (5,188) Deposit and prepayment liabilities 17,076 Additions to Property (138,421) Surplus Cash Distributions (22,224) -------- (357,852) -------- Increase (decrease) in cash (117,978) Unrestricted cash, beginning period 168,052 -------- Unrestricted cash, end of period $ 50,074 ======== 13 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) Supplemental Supporting Data Required by HUD December 31, 1997 Schedule of Funds in Financial Institutions as of December 31, 1997: Funds Held by Mortgagor, Regular Operating Account: Texas Commerce Bank, (checking)(1) $135,738 Funds Held by Mortgagor in Trust, Tenant Security Deposits: Bank of America(2) 55,348 Funds Held by Mortgagee, (in Trust): Reserve for Replacements(3) Sanwa Bank, (checking) 3.5% $162,957 Mortgage Insurance Escrow(3), Sanwa Bank 32,945 Property Tax Escrow(3), Sanwa Bank 235,982 Property Insurance Escrow(3), Sanwa Bank 37,732 -------- Funds Held by Mortgagee 469,616 ------- Total Funds in Financial Institutions $660,702 ======= (1) Balances Confirmed by Texas Commerce Bank (2) Balances Confirmed by Bank of America (3) Balances Confirmed by TRI 14 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) Supplemental Supporting Data Required by HUD For the Year Ended December 31, 1997 Listing of Identity of Interest Companies and Activities Doing Business with Owner/Agent during the year ended December 31, 1997 Company Name Type of Service Amount Received ------------ --------------- --------------- Bradley Apartment Homes Property Management $ 70,100 Allied Construction Service Consulting Services $122,930 15 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) Supplemental Supporting Data Required by HUD For the Year Ended December 31, 1997 Certification of Members DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT We hereby certify that we have examined the foregoing financial statements of Cove Apartments, L.C. Project Number 114-11122-REF, and, to the best of our knowledge and belief, the same is complete and accurate. /s/ Tim Meyers /s/ Al Bradley, Jr. - - -------------------------------- ------------------------------------ Tim Myers Al Bradley, Jr. President Vice-President - - -------------------------------- ------------------------------------ Date Date Limited Liability Company Identification Number 76-0372786 16 COVE APARTMENTS, L.C. (HUD Project Number 114-11122-REF) Supplemental Supporting Data Required by HUD For the Year Ended December 31, 1997 Management Agent's Certification DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT We hereby certify that we have examined the foregoing financial statements of Cove Apartments, L.C. Project Number 114-11122-REF, and, to the best of our knowledge and belief, the same is complete and accurate. /s/ Gene R. Blevins /s/ Al Bradley, Jr. - - -------------------------------- ------------------------------------ Gene R. Blevins Al Bradley, Jr. President Chairman Allied Development Corporation Allied Development Corporation dba, Bradley Apartment Homes dba, Bradley Apartment Homes - - -------------------------------- ------------------------------------ Date Date Allied Development Corporation Identification Number 76-0156150 17 [Letterhead] Hidalgo, Banfill, Zlotnik & Kermali, P.C. CERTIFIED PUBLIC ACCOUNTANTS (Originally Founded in 1949) February 8, 1998 To the Department of Housing and Urban Development Attached is the financial report of Cove Apartments, L.C. (HUD Project No. 114-11122-REF) for the year ended December 31, 1997. /s/ Hidalgo, Banfill, Zlotnik & Kermali, P.C. Certified Public Accountants Houston, Texas Employer Identification No.: 74-1716599 Engagement Partner: Mr. Naushad Kermali 3555 Timmons Lane, #460 Houston, TX 77027 (713) 963-8008 3555 TIMMONS LANE, SUITE 460 - HOUSTON, TEXAS 77027 - (713) 963-8008 [Letterhead] Hidalgo, Banfill, Zlotnik & Kermali, P.C. CERTIFIED PUBLIC ACCOUNTANTS (Originally Founded in 1949) INDEPENDENT AUDITORS' REPORT ON THE INTERNAL CONTROLS (COMBINED REPORT APPLICABLE TO THE FINANCIAL STATEMENTS AND HUD-ASSISTED PROGRAMS) To Members Cove Apartments, L.C. We have audited the financial statements of U.S. Department of Housing and Urban Development ("HUD") Project No. 114-11122-REF Cove Apartments, L.C. (the "Company"), for the year ended December 31, 1997 and have issued our report thereon dated February 8, 1998. We have also audited the Company's compliance with requirements applicable to major HUD-assisted programs and have issued our report thereon dated February 8, 1998. We conducted our audits in accordance with generally accepted auditing standards and 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 the Inspector General. Those standards and the Guide require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements and about whether the Company complied with laws and regulations, noncompliance with which would be material to a major HUD-assisted program. The management of Cove Apartments, L.C. is responsible for establishing and maintaining internal controls. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of internal controls. The objectives of internal controls are to provide management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that HUD-assisted programs are managed in compliance with applicable laws and regulations. Because of inherent limitations in any internal control structure, errors, irregularities, or instances of noncompliance may nevertheless occur and not be detected. Also, projection of any evaluation of internal controls to future periods is subject to the risk that procedures may become inadequate because of changes in conditions or that the effectiveness of the design and operation of policies and procedures may deteriorate. 3555 TIMMONS LANE, SUITE 460 - HOUSTON, TEXAS 77027 - (713) 963-8008 In planning and performing our audits, we obtained an understanding of the design of relevant internal controls and determined whether they have been placed in operation, and we assessed control risk in order to determine our auditing procedures for the purpose of expressing our opinions on the Company's financial statements and on its compliance with specific requirements applicable to its major HUD-assisted programs and to report on internal controls in accordance with the provisions of the Guide and not to provide any assurance on internal controls. We performed tests of controls, as required by the Guide, to evaluate the effectiveness of the design and operation of internal controls that we considered relevant to preventing or detecting material noncompliance with specific requirements applicable to the Company's major HUD-assisted programs. Our procedures were less in scope than would be necessary to render an opinion on internal control policies and procedures. Accordingly, we do not express such an opinion. Our consideration of the internal controls would not necessarily disclose all matters in internal controls that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level risk that errors or irregularities in the amounts that would be material in relation to the financial statements being audited or that noncompliance with laws and regulations that would be material to a HUD-assisted 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 controls and their operations that we consider to be material weaknesses as defined above. This report is intended for the information of audit committee, management, and the U.S. Department of Housing and Urban Development. However, this report is a matter of public record and its distribution is not limited. /s/ Hidalgo, Banfill, Zlotnik & Kermali, P.C. HIDALGO, BANFILL, ZLOTNIK & KERMALI, P.C. February 8, 1998 3555 TIMMONS LANE, SUITE 460 - HOUSTON, TEXAS 77027 - (713) 963-8008 [Letterhead] Hidalgo, Banfill, Zlotnik & Kermali, P.C. CERTIFIED PUBLIC ACCOUNTANTS (Originally Founded in 1949) INDEPENDENT AUDITORS' REPORT ON COMPLIANCE WITH SPECIFIC REQUIREMENTS APPLICABLE TO MAJOR HUD PROGRAMS The Members Cove Apartments, L.C. We have audited the financial statements of U.S. Department of Housing and Urban Development ("HUD") Project No. 114-11122-REF, Cove Apartments, L.C. (the "Company") as of and for the year ended December 31, 1997 and have issued our report thereon dated February 8, 1998. In addition, we have audited the Company's compliance with the specific program requirements governing mortgage status, replacement reserve, security deposits and cash receipts and disbursements that are applicable to each of its major HUD-assisted programs, for the year ended December 31, 1997. The management of the Cove Apartments, L.C. is responsible for compliance with those requirements. Our responsibility is to express an opinion on compliance with those requirements based on our audit. We conducted our audit in accordance with generally accepted auditing standards, 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 US. 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 material noncompliance with the requirements referred to above occurred. An audit includes examining, on a test basis, evidence about the Company's compliance with those requirements. We believe that our audit provides a reasonable basis for our opinion. The results of our audit procedures disclosed no instances of noncompliance with the requirements referred to above, that are required to be reported herein. In our opinion, the Cove Apartments, L.C. complied, in all material respects, with the requirements governing Section 207 pursuant to Section 223(f) of the National Housing Act that are applicable to each of its HUD-assisted programs for the year ended December 31, 1997. This report is intended for the information of management and the U.S. Department of Housing and Urban Development. However, this report is a matter of public record and its distribution is not limited. /s/ Hidalgo, Banfill, Zlotnik & Kermali, P.C. HIDALGO, BANFILL, ZLOTNIK & KERMALI, P.C. February 8, 1998 3555 TIMMONS LANE, SUITE 460 - HOUSTON, TEXAS 77027 - (713) 963-8008 [Letterhead] Hidalgo, Banfill, Zlotnik & Kermali, P.C. CERTIFIED PUBLIC ACCOUNTANTS (Originally Founded in 1949) INDEPENDENT AUDITORS' REPORT ON COMPLIANCE WITH SPECIFIC REQUIREMENTS APPLICABLE TO FAIR HOUSING AND NON-DISCRIMINATION To Members Cove Apartments, L.C. We have audited the financial statements of U.S. Department of Housing and Urban Development ("HUD") Project No. 114-11122-REF, Cove Apartments, L.C. (the "Company") as of and for the year ended December 31, 1997 and have issued our report thereon dated February 8, 1998. We have applied procedures to test the Company's compliance with the Fair Housing and Non-Discrimination requirements applicable to its HUD-assisted programs for the year ended December 31, 1997. Our procedures were limited to the applicable compliance requirement described in the Consolidated Audit Guide for Audits of HUD Programs 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 would be the expression of an opinion on the Company's 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 for the information of management and the U.S. Department of Housing and Urban Development. However, this report is a matter of public record and its distribution is not limited. /s/ Hidalgo, Banfill, Zlotnik & Kermali, P.C. HIDALGO, BANFILL, ZLOTNIK & KERMALI, P.C. February 8, 1998 3555 TIMMONS LANE, SUITE 460 - HOUSTON, TEXAS 77027 - (713) 963-8008