<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Year Ended December 31, 1992
Commission File Number 2-39494
AMERICAN HOUSING PARTNERS
A California Limited Partnership
I.R.S. Employer Identification No. 95-6345278
12100 Wilshire Boulevard, Suite 1400, Los Angeles, California 90025
Registrant's Telephone Number, Including Area Code (310) 207-0704
Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed with the Commission by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or 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
---
The registrant is a limited partnership and therefore has no voting stock. As
of December 31, 1992, 7,005 limited partnership interests ("Interests") were
outstanding, which had been issued originally in 1971. The Interests are not
currently traded on any market. Therefore, no market selling price and no
average bid or asked prices exist for the 60 days prior to the date of filing.
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TABLE OF CONTENTS
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Page
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PART I.
Item 1. Business 1
Item 2. Properties 3
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 6
PART II.
Item 5. Market for the Registrant's Partnership Interests 8
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of 10
Financial Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes in and Disagreements with Accountants 10
on Accounting and Financial Disclosure
PART III.
Item 10. Directors and Executive Officers of the Registrant 11
Item 11. Executive Compensation 12
Item 12. Partnership Interest Ownership of Certain 12
Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions 12
PART IV.
Item 14. Exhibits, Financial Statement Schedules 13
and Reports on Form 8-K
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PART I
ITEM 1. BUSINESS
American Housing Partners ("AHP"), a California limited partnership, was
formed on June 7, 1971, to invest through local limited partnerships in
government assisted multi-family housing developments ("Projects" or
"Government-Assisted Properties"). Each local limited partnership owns,
individually, a single low to moderate income multi-family housing project which
is subsidized and/or mortgage-insured by the federal government. During 1992,
and as of December 31, 1992, AHP held interests in five local limited
partnerships which own and operate a Project. The general partner of AHP is NIDC
Managers, Inc., a Delaware corporation ("NIDMI" or "the General Partner"). See
Item 12 "Partnership Interest Ownership of Certain Beneficial Owners and
Management".
In order to stimulate private investment in low and moderate income housing
of the types in which AHP has invested, the federal government has provided
investors with significant ownership incentives, including interest subsidies,
rent supplements, mortgage insurance and other measures, with the intent of
reducing the risks and providing the investors/owners with certain tax benefits,
plus limited cash distributions and the possibility of long-term capital gains.
However, there are significant risks inherent in this type of housing. Long-
term investments in real estate limit the ability of AHP to vary its portfolio
in response to changing economic, financial and investment conditions, and such
investments are subject to changes in economic circumstances and housing
patterns, rising operating costs and vacancies, rent controls and collection
difficulties, costs and availability of energy, as well as other factors which
normally affect real estate values. In addition, these projects usually involve
greater management burdens and operating expenses than conventional housing
projects.
AHP's Projects were typically initiated by private developers who optioned
or acquired the sites and applied for Federal Housing Administration (FHA)
mortgage insurance and subsidies. AHP became the sole limited partner in local
limited partnerships formed to become the owners of such Projects. As a limited
partner, AHP's liability for obligations of the local limited partnership is
limited to its investment. The developer typically became the managing general
partner of the local limited partnership, with responsibility for developing,
constructing, maintaining, operating and managing the Project. Generally, NIDC
Housing Corporation, a Delaware corporation ("NIDHC"), or NIDC Asset Management,
Inc., a Delaware corporation ("NIDAM"), is a co-general partner of each local
limited partnership. As such, NIDHC or NIDAM has the right to participate in
certain decisions that affect AHP's investment in the local limited partnership.
NIDHC and NIDAM also have the right to replace the developer as the managing
general partner of the local limited partnership and to assume day-to-day
operational control of the local limited partnership's affairs upon the
occurrence of certain events considered adverse to AHP's investment. NIDHC and
NIDAM are affiliates of NIDMI. See Item 12 "Partnership Interest Ownership of
Certain Beneficial Owners and Management".
Although each of the Projects in which AHP holds an indirect interest must
compete in
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the marketplace for tenants, the receipt of interest subsidies and rent
supplements from the federal government make it possible to offer these dwelling
units to tenants with low and moderate income at prices below the market rate
for comparable dwelling units in the area.
During 1992, the Projects operated, in the aggregate, with negative cash
flow. The distributions from the local limited partnerships are limited by the
Projects' regulatory agreements with HUD or other similar state agencies, to 6%
per annum of the original equity provided to the Project (as determined by HUD),
payable only when cash is available as determined by a formula provided by HUD.
Of the distributions payable to AHP and the general partners of the local
limited partnerships at December 31, 1992, a portion is currently payable and
the remainder is deferred until there is available cash.
Rent increases were requested from HUD as necessary and of the Projects in
which AHP continues to hold an interest, four Projects implemented rent
increases during 1992.
In 1983, AHP adopted a policy of selling the Projects in which it holds an
interest (through the local limited partnership) when such sale can be made on
satisfactory terms and deemed in the best interest of the partners of AHP. This
policy resulted in two Project sales in 1983, four Project sales in 1984, one
Project sale in 1985 and three Project sales in 1989. Of the 20 Projects in
which AHP held an interest through its ownership of local limited partnerships
(19 originally and one acquired), five remain and one, Woodbrook Apartments,
which was sold in 1985, still has not had a final closing. See Item 2.
Properties and Item 3. Legal Proceedings. Due to certain partnership
amendments approved by the limited partners in December 1984, NIDMI has been
granted additional discretion to consummate the sale of the remaining Projects
in which AHP holds an interest.
In addition the term of AHP under its original Partnership Agreement
expired on December 31, 1993, and has not been renewed. AHP, has, therefore
been operating since January 1, 1994 as a partnership in dissolution. As such,
AHP cannot acquire new properties or other assets and NIDMI has been obliged to
bring about the orderly liquidation of the Partnership, and the distribution of
its assets to its Partners. Consequently, NIDMI has continued in its efforts to
finalize the sale of the remaining Projects in which AHP holds an interest.
NIDMI has been unable to find buyers for interests which continue to be
controlled by others at prices sufficient to justify their disposition. Sale of
any Project is subject to the approval of all general partners of the local
limited partnership as well as approval of any such transfer by HUD. Because
either such approval, if not forthcoming, could (as has previously happened)
delay or block the sale of any Project owned by that partnership, any attempt to
sell an investment has had to be limited to sale of AHP's interest in a local
limited partnership.
NIDMI has, nevertheless, taken steps to determine the liquidation value of
the portfolio. NIDMI has tried to (a) evaluate each property, and (b) assign a
value to the Partnership's interest in such property or the debt secured
directly or indirectly by such property utilizing a variety of means including
an expert review of the evaluation
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methodologies used. The General Partner has asked the managing general partners
of those local limited partnerships still owning properties to make offers to
the Partnership and have similarly sought offers from the managing general
partners of the partnerships owing money to the remaining local limited
partnerships to purchase the wraparound notes and partnership interest.
While some properties have sufficient value and marketability to create the
possibility, at least that AHP's interest therein could be sold for a reasonable
price, other assets may not be readily marketable. For some properties, there
may be no buyer whatsoever. While NIDMI has delayed liquidation of AHP because
of the difficulty in disposing of assets it does not believe that it can or
should delay further, since the Partnership's term has expired.
The General Partner will, therefore, sell AHP's assets for the best price
available and distribute the proceeds of the sale to the partners. If some
sales cannot be completed by that date or some properties cannot be disposed of
at all, NIDMI will acquire the unsold assets in order to permit the liquidation
and termination of before the beginning of the 1999 tax year.
ITEM 2. PROPERTIES
AHP holds interests as a limited partner in local limited partnerships that
have developed, own, and operate government-assisted multi-family housing
developments. See Item 1. Business. The properties were developed from the
proceeds of mortgage loans obtained by the local limited partnerships to provide
affordable housing to the low and moderate income groups.
The five Projects are composed primarily of garden and townhouse type
apartments representing 518 units located in four states. The typical Project
includes a mix of 1, 2, and 3 bedroom units, laundry facilities and parking
areas, with some projects containing a playground and/or swimming pool. The
individual units include all normal amenities with most including automatic
dishwasher and air conditioning.
In 1983, AHP adopted a policy of selling the Projects in which it holds an
interest (through the local limited partnership) when such sale can be made on
satisfactory terms and deemed in the best interest of the partners of AHP. See
Item 1. Business.
AHP sold its Partnership interest in 3 Projects in 1989. Set forth below
is a schedule as of December 31, 1992 of Projects owned by local limited
partnerships in which AHP is a limited partner, together with the current
occupancy status of each Project.
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SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS IN WHICH AHP HAS AN
INVESTMENT
Name & Location No. Project Type Insured and/or Units Units
Units Subsidized Under Authorized Occupied/
For Rental Percentage
Assistance Total Units
Section 8
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Jennifer Apts. 50 Garden FHA Sec. 236 30 50 100%
Columbus, OH
Milham Meadows I 102 Garden FHA Sec. 236 45 146 97%
Portage, MI 48 Townhouse Michigan State
Housing Devel Auth
Pine Villa 50 Garden FHA Sec.236 40 50 100%
Spokane, WA
Tanglewood Terrace 196 Garden FHA Sec. 221(d)(4) * 167 85%
Texarkana, TX
Woodhaven Apts. 72 Garden FHA Sec. 221(d)(4) * 72 100%
Spokane, WA
</TABLE>
* RENTS DECONTROLLED IN 1984.
ITEM 3. LEGAL PROCEEDINGS
The 1991 Report contained a description of a series of administrative and
legal proceedings relating to disputes between the Department of Housing and
Urban Development ("HUD") and Associated Financial Corporation ("AFC") and its
affiliates (collectively, the "AFC Group"). Members of the AFC Group include
both General Partners of the Partnership and general partners of the Operating
Partnerships. The information relating to such proceedings, contained on pages
4 through 30 of the 1991 Report, is incorporated herein by this reference.
In April, 1994, members of the AFC Group entered into a comprehensive
settlement agreement with HUD (the "Settlement Agreement") on terms which the
General Partners believe are decisively favorable to the AFC Group. Under the
Settlement Agreement, all of HUD's administrative proceedings against members of
the AFC Group, including those relating to the dispute regarding Westport
Housing Corporation, were dismissed on terms which do not permit HUD to
reinstitute any of the proceedings, and HUD agreed to refrain from using any of
the facts it alleged in the administrative proceedings or other facts relating
to the current condition of the properties owned by members of the AFC Group in
any future administrative proceedings. HUD also terminated the 1992 suspension
and proposed debarment of the members of the AFC Group, including the General
Partners. Under the Settlement Agreement, members of the AFC Group
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will regain the unrestricted right to participate in HUD programs and otherwise
do business with HUD with respect to Government Assisted Properties.
As described on pages 6-9 of the 1991 Report, which pages are incorporated
herein by this reference, the various partnerships affiliated with the AFC Group
and others initiated an actions against HUD officials in United States District
Court in January, 1993. In one case involving the Germano Partnership, the
District Court judge granted to the plaintiffs substantially all the relief they
had requested, including requiring HUD to renew its Section 8 Housing Assistance
Payments Contract ("HAP Contract") with the Germano Partnership. The plaintiffs
in three similar District Court actions, described or referred to on pages 9-12
of the 1991 Report and each involving a property owned by a member of the AFC
Group, also obtained substantially all the relief they sought, including in each
case renewing an existing HAP Contract or entering into a new HAP Contract.
After obtaining the relief they sought, the plaintiffs in the District Court
actions consented to dismissals of the actions.
In view of the favorable results they had obtained in the District Court
actions, plaintiffs in the four actions filed petitions for attorney's fees
against HUD. Under the Settlement Agreement, HUD agreed to pay a total of
approximately $167,500 to plaintiffs in the District Court actions, and the
plaintiffs agreed to move for dismissal of their petitions for attorney's fees.
The 1991 Report contained a description of a civil action relating to Tyler
House, a Government-Assisted Property in which affiliates of the General
Partners had invested. See pages 24 and 29 of the 1991 Report, which
information is incorporated herein by this reference. As indicated therein, the
defendants appealed the judgments based upon the verdict against them. The
appellate court subsequently denied the defendants' appeal, and the defendants
then duly satisfied the judgment. The General Partners' prediction that the
judgment would not interfere with the performance by the General Partner of its
duties to the Partnership and that the Partnership would not be adversely
affected by the result in the litigation proved to be correct.
On May 8, 1997, the United States filed an action against Associated
Financial Corporation, certain members of the AFC Group, including Messrs. Ross
and Rozet, and others, in the United States District Court for the Northern
District of California charging that the defendants were wrongfully
participating in the fees earned by the management agent for several properties
(not including any of the properties invested in by the Partnership) and had not
disclosed this arrangement and, thus, were violating provisions of the
applicable regulatory agreements and other agreements governing the subject
properties. The Complaint did, however, allege that the defendants made certain
false claims regarding the condition of the Sierra Nevada property. Defendants
filed an answer on August 11, 1997, denying the material allegations of the
Complaint, and asserting various separate and additional defenses.
The government filed an amended complaint on March 2, 1998, adding
additional defendants none of whom are part of the AFC Group and added a claim
that the defendants, including the new defendants made false claims in
connection with the obtaining of insurance for various HUD-insured properties.
The defendants have filed answers to the First Amended
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Complaint, again denying the material allegations of the Complaint and asserting
various separate and additional defenses.
While substantial document discovery has been completed, the defendants
intend to move to compel significant delivery from the government of substantial
additional documentation. Deposition discovery is in its early stages. Given the
defendants need to obtain significant additional discovery, counsel can offer no
opinion as to the outcome of the litigation at this time.
The General Partner believes that when all of the facts are presented to an
impartial judge, the defendants will be exonerated. However, the complaint
contains serious allegations against the defendants and every effort will be
made to show that the government is wrong in bringing the lawsuit. At this time,
the general partner does not believe that there will be any material adverse
affect to the Partnership and the operation of its investments, much like the
previous litigation with HUD described above.
Woodbrook Apartments
A suit was commenced in January, 1976, in the New York Supreme Court by
Woodbrook Houses Associates against Hercoform Marketing (the general
contractor), Tiffany-Armstrong (the architect), Beardsley and Beardsley (site
engineers) and Seaboard Surety Company (the general contractor's insurer) to
recover damages for construction deficiencies. The cost of correcting these
deficiencies and the additional expenses caused by these deficiencies is
estimated to exceed $700,000. The general contractor has interposed
counterclaims in the amount of $58,000. Because of the complexity of this
lawsuit, legal counsel cannot express an opinion on its probable outcome. As a
condition of the sale of Woodbrook Apartments, primary responsibility to pursue
this matter shifted to the new owners, CPY Partnership. However, the Registrant
continues to be involved in the case and will share in the case and will share
in any ultimate award or settlement obtained by Woodbrook Houses Associates.
A suit involving Woodbrook Apartments was commenced on January 11, 1983 in
the New York Supreme Court by K-Line Windows, Inc. against Mayzan Management
Corporation (the on-site management company for Woodbrook Apartments) and NIDAM.
The action is based upon a claim for an unpaid contract sum for the installation
of storm windows at the project. On September 4, 1984, a summary judgment was
granted to the plaintiff in the amount of $56,877. The defendants have
interposed various motions to delay execution of this judgment. Settlement
negotiations are presently underway to resolve this judgment. As a condition of
the sale of Woodbrook Apartments, CPY Partnership agreed to assume full
financial responsibility for the settlement of this suit although NIDAM remains
a defendant in this action.
At this time, it appears that neither of the two foregoing lawsuits is
being actively pursued by any party to either suit.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year ending
December 31, 1992 to a vote of security holders.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS
AHP partnership interests are not actively traded and no public trading
market exists. From time to time, a sale of the partnership interests is made at
a price negotiated between the buyer and seller. The transactions are handled
through a limited number of broker-dealers.
As of December 31, 1992 there were 5 general partner interests held by
NIDMI and 7,005 limited partner interests held by 505 limited partners. This
figure is based upon the number of record holders as reported by the
Registrant's transfer agent.
During 1989 no cash distributions were made.
During 1990 one cash distribution was made. On September 3, 1990, $576,923
was distributed to partners of record as of December 29, 1989.
During 1991 no cash distributions were made.
During 1992 no cash distributions were made.
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ITEM 6. SELECTED FINANCIAL DATA
The following summary of selected financial data should be read in
conjunction with Item 14, herein, which also includes a summary of AHP's
significant accounting policies.
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FOR THE YEAR 1992 1991 1990 1989 1988
ENDED DEC. 31:
<S> <C> <C> <C> <C> <C>
Interest and -0- 301 17,851 $-0- 108
other income
Distributions in 15,756 26,487 41,012 32,891 54,869
excess of
investment
Loss from (59,407) (135,081) (27,946) (86,301) (59,569)
operations
Gain on sale of -0- -0- -0- 600,000 -0-
investment in
limited
partnerships
Equity in -0- -0- -0- -0- 6,490
earnings (loss)
of limited
partnerships
Net earnings (59,407) (135,081) (27,946) 513,699 (53,079)
(loss)
Net earnings (8.47) (19.27) (3.99) 73.28 (7.57)
(loss) per
partnership
interest
AT YEAR END:
Total assets 9,884,036 10,118,280 10,507,582 11,315,742 11,161,567
Long-term debt 11,226,698 11,438,190 11,692,462 11,876,401 12,289,011
Partners' deficit (1,423,089) (1,363,682) (1,228,601) (623,732) (1,137,431)
Deficit per (203.01) (194.53) (175.26) (88.98) (162.26)
partnership
interest
Distributions per -0- -0- 82 -0- -0-
partnership
interest
Number of limited 505 501 497 495 494
partners
========================================================================================================
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
RESULTS OF OPERATIONS:
Payments received in 1992, 1991 and 1990 on notes receivable resulting from
project sales in prior years were limited to the amounts required to service the
underlying HUD mortgages on these projects. The Partnership also received
surplus cash distributions of $15,756, $26,487 and $41,012 for 1992, 1991, and
1990, respectively. For income tax purposes, AHP's share of net interest income
recognized on the notes receivable was $211,492 for 1992, compared with $313,812
and $312,550 for 1991 and 1990, respectively. For financial statement purposes,
as the sales are accounted for under the cost recovery method, all interest
income is deferred until the cost of the respective property is recovered.
Total revenue generated in 1992 was $15,756 compared with $26,788 and
$58,863 for 1991 and 1990, respectively. For all three years, distributions
received from partnerships in which AHP holds interests represent more than 69%
of total revenue. For income tax purposes, cash distributions received are
treated as offsets to investment.
Total expenses for 1992 were $75,163, compared with $161,869 and $86,809
for 1991 and 1990, respectively, a decrease of 54% and 14% from these years.
The decrease in 1992 compared to 1991 is mainly due to a decrease of $77,747 in
professional fees, an increase of $169 in communications with partners, and a
decrease of $9,128 in miscellaneous expense.
Net losses for 1992 were $59,407 compared to net losses of $135,081 and
$27,946 for 1991 and 1990, respectively.
LIQUIDITY AND CAPITAL RESOURCES:
Although the Partnership is actively seeking to divest itself of projects
in which it has investments, the financial health and operating prospects of the
remaining projects is still viable. Distributions of cash are still being
received from the remaining projects, and the Partnership continues to receive
proceeds from the prior sales. There are currently no appreciable problems with
projects owned by partnerships in which AHP holds interests.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements together with the auditors' report thereon are set
forth at the pages indicated in Item 14 (a)(1) and (2).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
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PART III
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
AHP has no officers or directors. The officers and directors of NIDMI (the
General Partner) are as follows:
NAME POSITION
Deane Earl Ross Director, President and Treasurer
A. Bruce Rozet Director and Chief Executive Officer
Suzanne Magnuson Secretary
The following biographical information is presented for the officers and
directors of NIDMI.
Mr. Ross has been a principal officer of the Associated Financial
Corporation ("AFC") group of companies, including affiliates of the General
Partner, since the inception of a predecessor corporation, Oakdale Corporation,
a California corporation (which is now a wholly-owned subsidiary), in 1973. The
AFC organization, including certain predecessors, has been continuously engaged
in the field of government-assisted low to moderate income housing developments
since its inception.
Mr. Ross is a real estate executive with more than 35 years' experience in
the field of government-assisted housing. In 1987, he testified before the U.S.
Senate Committee on Banking, Housing and Urban Affairs on matters relating to
housing legislation. Mr. Ross earned a Bachelor's Degree in Real Estate &
Finance from the Wharton School of Finance & Commerce of the University of
Pennsylvania.
Mr. Rozet has been Chairman of the Board of Associated Financial
Corporation and certain of its Affiliates, including AFC Capital Corporation,
since 1984, except for a brief period from August 1985 to February 1986.
Concurrently, from 1975 until 1987, he was also Chairman of the Board of
National Development Services Corporation, a California corporation engaged in
providing consulting services principally relating to the financial structuring
of government-assisted, low to moderate income housing developments.
Mr. Rozet has been a financier for more than 25 years with substantial
experience in the field of real estate, most significantly relating to
government subsidized multi-family residential housing. Since 1972, Mr. Rozet
has been involved in the equity financing of approximately 500 government-
assisted apartment developments relating to approximately 50,000 apartment
units. Mr. Rozet has served on a task force for the U.S. Department of Housing
and Urban Development formed to aid HUD personnel in the development and
implementation of advanced processing procedures. Mr. Rozet has also provided
consulting
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services to Congressional staff personnel with respect to housing legislation.
In 1988, Mr. Rozet testified before the U.S. House of Representatives Committee
on Ways and Means on matters relating to the Low Income Housing Tax Credit.
Mr. Rozet earned a Bachelor of Science Degree in Industrial Engineering
from Pennsylvania State University and completed graduate studies in Corporate
Finance and Strategic Planning at the University of California at Los Angeles
(UCLA).
Ms. Magnuson is Secretary of National Palisades Corporation and has been an
executive officer to certain of its affiliates and predecessors since 1977. In
June, 1987, Ms. Magnuson became Secretary of NIDMI.
ITEM 11. EXECUTIVE COMPENSATION
AHP has no executive officers. No person acting in such capacity received
compensation in 1992 directly or indirectly from AHP.
ITEM 12. PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
No person is known to own beneficially in excess of five percent of the
outstanding partnership interests of AHP. NIDMI, the General Partner, holds
five non-voting General Partnership Interests and five voting Limited
Partnership Interests. NIDMI is beneficially owned by A. Bruce Rozet and Deane
Earl Ross, who are the Directors and executive officers of NIDMI.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NIDAM earned management fees of $50,000 during 1992 from AHP, which
represents 4.2% of NIDAM's total revenue during 1992. NIDAM and NIDHC are
general partners in the local limited partnerships in which AHP has invested.
A. Bruce Rozet and Deane Earl Ross, the Directors of NIDMI, beneficially own and
are executive officers of NIDAM and NIDHC.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K:
(a) The following documents are filed as part of this report:
(1) Financial Statements:
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<CAPTION>
PAGE
<S> <C>
Report of Independent Certified Public Accountants F-1
Balance Sheets - December 31, 1992 and 1991 F-2
Statements of Operations for the Three Years
Ended December 31, 1992 F-3
Statements of Partners' Deficit for the
Three Years Ended December 31, 1992 F-4
Statements of Cash Flows for the Three Years
Ended December 31, 1992 F-5
Notes to the Financial Statements F-6
(2) Financial Statement Schedules:
Report of Independent Certified Public Accountants S-1
Schedule IV
Amounts Due from Related Parties S-2
Schedule XI
Real Estate and Accumulated Depreciation of
Limited Partnerships in which the Partnership
has an Investment S-5
Schedule XII
Mortgage Loans on Real Estate S-8
Schedule XIII
Investments in and Advances to Limited Partnerships S-11
</TABLE>
All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by AHP during the last quarter of fiscal year
1992.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN HOUSING PARTNERS
a California limited partnership
By: NIDC Managers, Inc.
General Partner
Date: July 16, 1998 By: /s/ Deane Earl Ross
------------------------------------------
Deane Earl Ross
President and Director
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 registrant and
in the capacities and on the dates indicated.
Date: July 16, 1998 By: /s/ A. Bruce Rozet
------------------------------------------
A. Bruce Rozet, Chairman of the Board and
Chief Executive Officer of NIDC Managers,
Inc.
Date: July 16, 1998 By: /s/ Deane Earl Ross
------------------------------------------
Deane Earl Ross, Director, President and
Treasurer (Chief Financial Officer and Chief
Accounting Officer) of NIDC Managers, Inc.
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[LETTERHEAD OF BAY SHERMAN CRAIG & GOLDSTEIN, LLP APPEARS HERE]
Report of Independent Certified Public Accountants
--------------------------------------------------
To the Partners
American Housing Partners
We have audited the accompanying balance sheet of American Housing Partners (a
California limited partnership) as of December 31, 1992 and the related
statements of operations, partners' deficit and cash flows for the year then
ended. 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 audit. We did not audit the financial statements of
certain limited partnerships in which the Partnership has an investment, the
statements of which reflect total assets and revenues constituting 100% of the
combined totals of the limited partnerships in the year presented. These
statements were audited by other auditors, whose reports thereon have been
furnished to us and our opinion, insofar as it relates to the amounts included
in Note C for those limited partnerships, is based solely upon the reports of
the other auditors.
We conducted our audit in accordance with generally accepted auditing standards.
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 and the reports of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audit and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of American Housing Partners as of December 31, 1992 and
the results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.
/s/ Bay Sherman Craig & Goldstein, LLP
Los Angeles, California
June 17, 1997, except for Note H,
as to which the date is July 7, 1998
F-1
<PAGE>
AMERICAN HOUSING PARTNERS
BALANCE SHEETS
DECEMBER 31,
ASSETS
<TABLE>
<CAPTION>
1992 1991
----------- -----------
<S> <C> <C>
Cash $ 900 $ 5,754
Notes receivable, deferred cash
payments and accrued interest
from related parties - Net of
deferred gain and deferred
interest income (Notes A, B
and D) 9,883,136 10,094,628
Due from asset management company - 17,898
Investments in and advances to limited
partnerships (Notes A and C) - -
---------- -----------
$9,884,036 $10,118,280
========== ===========
LIABILITIES AND PARTNERS' DEFICIT
Accounts payable $ 42,647 $ 43,772
Due to asset management company 37,780 -
Mortgages payable (Note D) 10,682,933 10,894,425
Loans payable (Note D) 543,765 543,765
---------- -----------
11,307,125 11,481,962
---------- -----------
Contingent liability (Note H)
Partners' deficit (Note I):
Limited partners (1,422,075) (1,362,710)
General partner (1,014) (972)
----------- -----------
(1,423,089) (1,363,682)
----------- -----------
$ 9,884,036 $10,118,280
=========== ===========
</TABLE>
See notes to the financial statements.
F-2
<PAGE>
AMERICAN HOUSING PARTNERS
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1992 1991 1990
--------- ---------- ---------
<S> <C> <C> <C>
REVENUES:
Distributions in excess of
investment (Note C) $ 15,756 $ 26,487 $ 41,012
Interest - 301 17,851
-------- --------- --------
15,756 26,788 58,863
-------- --------- --------
EXPENSES:
Management fees (Note E) 50,000 50,000 50,000
Professional fees 17,639 95,386 20,136
Communication with partners 2,911 2,742 7,255
Miscellaneous (Note E) 4,613 13,741 9,418
-------- --------- --------
75,163 161,869 86,809
-------- --------- --------
NET LOSS (Notes A and F) $(59,407) $(135,081) $(27,946)
======== ========= ========
Net loss per partnership
unit (based upon 7,010
units) $ (8.47) $ (19.27) $ (3.99)
======== ========= ========
</TABLE>
See notes to the financial statements.
F-3
<PAGE>
AMERICAN HOUSING PARTNERS
STATEMENTS OF PARTNERS' DEFICIT
YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990
<TABLE>
<CAPTION>
Limited General
Total Partners Partner
----------- ----------- -------
<S> <C> <C> <C>
Partnership units throughout
the period 7,010 7,005 5
=========== =========== =======
Balance, January 1, 1990 $ (623,732) $ (623,287) $ (445)
Cash distributions (576,923) (576,512) (411)
Net loss (27,946) (27,926) (20)
----------- ----------- -------
Balance, December 31, 1990 (1,228,601) (1,227,725) (876)
Net loss (135,081) (134,985) (96)
----------- ----------- -------
Balance, December 31, 1991 (1,363,682) (1,362,710) (972)
Net loss (59,407) (59,365) (42)
----------- ----------- -------
Balance, December 31, 1992 $(1,423,089) $(1,422,075) $(1,014)
=========== =========== =======
</TABLE>
See notes to the finanical statements.
F-4
<PAGE>
AMERICAN HOUSING PARTNERS
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1992 1991 1990
--------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(59,407) $(135,081) $ (27,946)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Due to (from) asset management
company 18,678 (17,898) -
Decrease in accrued interest
receivable - 6,464 -
Increase (decrease) in:
Accounts payable (1,125) 7,500 12,260
Management fee payable 37,000 - (20,572)
Liquidation fee payable - - (11,040)
Other - 5,411 -
-------- --------- ---------
Net cash used in operating
activities (4,854) (133,604) (47,298)
-------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred cash payments received - 98,000 60,000
Note proceeds received - - 600,000
-------- --------- ---------
Net cash provided by
investing activities - 98,000 660,000
-------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners - - (576,923)
-------- --------- ---------
NET INCREASE (DECREASE) IN CASH (4,854) (35,604) 35,779
Cash at beginning of year 5,754 41,358 5,579
-------- --------- ---------
Cash at end of year $ 900 $ 5,754 $ 41,358
======== ========= =========
</TABLE>
Noncash investing and financing activities:
Principal payments on mortgages payable were made by buyers on behalf of the
Partnership totaling $211,492, $197,232 and $183,939 during the years ended
December 31, 1992, 1991 and 1990, respectively.
See notes to the financial statements.
F-5
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1992, 1991 AND 1990
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.
(1) Organization and Line of Business
American Housing Partners (the Partnership) was formed as a limited
partnership on June 7, 1971 under the laws of the State of California, with
its general partner, NIDC Managers, Inc. (NIDMI), owning five partnership
interests and the initial limited partner owning five partnership interests.
On August 31, 1971, the Partnership issued 7,000 partnership interests to
limited partners through a public offering.
The Partnership is engaged primarily in investing in limited partnerships
that own and operate government-assisted, multi-family, residential rental
projects. The general partners of the limited partnerships generally are
affiliates of NIDMI.
The accompanying financial statements include only the assets, liabilities,
results of operations and cash flows which relate to the Partnership, and
not those attributable to the partners' individual activities.
(2) Investments in Limited Partnerships
The Partnership uses the equity method to account for its investments in
limited partnerships. Accordingly, for financial statement purposes, when
the carrying value of the investment has been reduced to zero, the
Partnership discontinues recognizing its share of the limited partnerships'
losses and recognizes cash distributions as income when received.
(3) Revenue Recognition
Gains on the sale of investments in limited partnerships are accounted for
using the cost recovery method. Under this method, no gain is recognized
until cash payments by the buyers to the Partnership exceed the
Partnership's investments in the limited partnerships sold and all accrued
interest has been received.
F-6
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1992, 1991 AND 1990
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(4) Income Taxes
No provision has been made for income taxes in the accompanying financial
statements since such taxes, if any, are the liability of the individual
partners.
(5) Cash Equivalents
The Partnership considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents.
(6) Use of 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.
B. SALES OF INVESTMENTS IN LIMITED PARTNERSHIPS TO RELATED PARTIES
Prior to 1985, six limited partnerships in which the Partnership had an
interest disposed of the multi-family, HUD-regulated, residential rental
projects and certain other assets and liabilities owned by them. The
projects were sold for various sales prices consisting of cash down
payments, deferred cash payments due in future annual installments and the
remainder due in the form of nonrecourse all-inclusive residual notes
receivable. The residual notes, which include the unpaid principal balances
of the related underlying HUD mortgages, bear interest at 14% per annum and
are collateralized by the various purchasers' partnership interests. The
residual notes contain provisions which limit the accrual of interest if the
sum of the unpaid principal plus accrued interest exceeds the appraised
value of the respective project at specified dates. Based on values
determined by management, the accrual of interest on two residual notes was
suspended as of January 1, 1992. All unpaid principal and interest is due in
full through 2024.
F-7
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1992, 1991 AND 1990
B. SALES OF INVESTMENTS IN LIMITED PARTNERSHIPS TO RELATED PARTIES
(CONTINUED)
The sales were made to partnerships whose general partners currently are
affiliates of the general partner of the Partnership (two purchasing
partnerships were related prior to 1985 and the remaining four partnerships
became related during 1986). Concurrent with the sales, the Partnership was
assigned its share of the selling limited partnerships' rights and
beneficial interests in and to the resulting residual notes receivable and
the related underlying HUD mortgages, and also loans payable to the former
managing general partners (Note D), none of which were assumed by the
purchasers. In 1985, the Partnership was assigned its share of the
remaining assets of the limited partnerships.
Additionally, in 1982, the Partnership and an unaffiliated individual sold
their entire interest in a limited partnership to a partnership whose
general partner is an affiliate of the general partner of the Partnership.
The Partnership sold its interest for $823,000, of which $400,000 was
received in cash and the remaining $423,000 is in the form of a note
receivable, bearing interest at 19.5% per annum, due in 2002. The note is
collateralized by the purchaser's partnership interest. Under the sales
agreement, the individual will receive the next $800,000 in cash;
thereafter, the additional payments will be split one-third to the
Partnership and two-thirds to the individual.
Under the terms of all the sales agreements, the purchasers' obligations to
make payments on the notes receivable are limited to the purchasers' share
of the allowable surplus cash distributions (as defined by HUD) received
from the projects. These distributions may not exceed the aggregate of
$89,758 annually, plus prior allowable distributions. No surplus cash
distributions were received by the Partnership from the projects in 1991 and
1992. Aggregate allowable distributions were $1,189,334 at December 31,
1992. The purchasers are also obligated to make the payments on the related
underlying HUD mortgages payable (Note D).
F-8
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1992, 1991 AND 1990
B. SALES OF INVESTMENTS IN LIMITED PARTNERSHIPS TO RELATED PARTIES
(CONTINUED)
Amounts due from the related parties in connection with these sales are
summarized as follows:
<TABLE>
<CAPTION>
1992 1991
------------- ------------
<S> <C> <C>
Deferred cash payments due in
various installments through
1987. At December 31, 1987,
all remaining payments became
delinquent $ 499,066 $ 499,066
All-inclusive residual notes
receivable 18,253,525 18,253,525
Note receivable 423,000 423,000
Accrued interest receivable 13,567,529 13,195,119
Deferred gain on sales (7,756,342) (7,756,342)
Deferred interest income (15,103,642) (14,519,740)
------------ ------------
$ 9,883,136 $ 10,094,628
============ ============
</TABLE>
F-9
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1992, 1991 AND 1990
C. INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS
The Partnership owns partnership interests in the following limited
partnerships, each of which owns and operates a multi-family residential
rental project:
Homestead Limited Dividend Housing Association
Pine Villa Associates
Tanglewood Terrace, Ltd.
Woodhaven Apartments Associates
Columbia - Jennifer, Ltd.
The projects are regulated by HUD as to the rent charges and operating
methods. The mortgage loan obligations of the limited partnerships are
insured by HUD and the interest payments are subsidized by HUD under
Sections 221(d)(4) and 236 of the National Housing Act. As the limited
partner, the Partnership is generally entitled to 99% of the profits and
losses and varying lesser percentages of the proceeds from the sale or
refinancing of the projects of each limited partnership in which it has
invested.
The following is a summary of the changes in the investments in and advances
to the limited partnerships in which the Partnership had an equity interest:
<TABLE>
<CAPTION>
1992 1991
--------------- -------------
<S> <C> <C>
Balance, beginning of year $ - $ -
Distributions from limited
partnerships:
Total distributions received (15,756) (26,487)
Distributions received in
excess of carrying values
of the investments 15,756 26,487
-------------- -------------
- -
-------------- -------------
Equity in net income (losses)
of limited partnerships:
Net income (losses) 50,130 (59,848)
Net (income) losses not
recognized as the carrying
values of the investments
are at zero (50,130) 59,848
-------------- -------------
Net income (losses) recognized - -
-------------- -------------
Balance, end of year $ - $ -
============== =============
</TABLE>
F-10
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1992, 1991 AND 1990
C. INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS (CONTINUED)
Summarized balance sheets and statements of operations for the limited
partnerships in which the Partnership has an equity interest are as follows:
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS 1992 1991
---------------- ----------------
<S> <C> <C>
Property and equipment, at cost:
Buildings, equipment and
furnishings $10,418,477 $10,223,172
Less accumulated
depreciation 7,571,361 7,254,452
----------- -----------
2,847,116 2,968,720
Land 525,956 522,123
----------- -----------
3,373,072 3,490,843
Cash 174,337 215,182
Other assets 975,903 924,769
----------- -----------
$ 4,523,312 $ 4,630,794
=========== ===========
LIABILITIES AND PARTNERS'
DEFICIT
Mortgages payable $ 6,517,271 $ 6,657,535
Other liabilities 776,301 775,120
----------- -----------
7,293,572 7,432,655
Partners' deficit (2,770,260) (2,801,861)
----------- -----------
$ 4,523,312 $ 4,630,794
=========== ===========
Partnership's share of
partners' deficit $(2,676,322) $(2,619,091)
Cumulative cash distributions
and losses from limited
partnerships in excess of the
Partnership's investment 2,676,322 2,619,091
----------- -----------
Investments in and advances
to limited partnerships $ - $ -
=========== ===========
</TABLE>
F-11
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1992, 1991 AND 1990
C. INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS (CONTINUED)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
1992 1991 1990
----------- ----------- -----------
<S> <C> <C> <C>
Revenues:
Rental $2,097,614 $1,938,137 $1,814,789
Other 229,489 233,217 242,399
---------- ---------- ----------
2,327,103 2,171,354 2,057,188
---------- ---------- ----------
Expenses:
Operating 1,570,951 1,516,832 1,320,797
Depreciation 331,406 331,009 334,436
Interest 374,609 383,971 391,574
---------- ---------- ----------
2,276,966 2,231,812 2,046,807
---------- ---------- ----------
NET INCOME
(LOSSES) $ 50,137 $ (60,458) $ 10,381
========== ========== ==========
Partnership's share
of net income
(losses) $ 50,130 $ (59,848) $ 10,274
Net (income) losses
not recognized as
the carrying values
of the investments
have been reduced
to zero (50,130) 59,848 (10,274)
---------- ---------- ----------
Equity in net income
(losses) of limited
partnerships
recognized $ - $ - $ -
========== ========== ==========
</TABLE>
F-12
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1992, 1991 AND 1990
D. MORTGAGES AND LOANS PAYABLE
As discussed in Note B, the Partnership was assigned interests in certain
underlying HUD mortgages on the multi-family residential rental projects
disposed of by limited partnerships in which the Partnership had an
investment. Responsibility for servicing the HUD mortgages remains with the
sellers. The Partnership's share of the mortgages is due in various monthly
installments totaling $80,609, including interest at 7% per annum, through
October, 2014. The mortgages are collateralized by the apartment projects
and are held by the Federal National Mortgage Association and insured by
HUD.
The following is a schedule of the Partnership's share of future maturities
of the underlying HUD mortgages payable:
<TABLE>
<CAPTION>
Years ending
December 31,
------------
<S> <C>
1993 $ 229,189
1994 243,175
1995 260,755
1996 279,603
1997 299,573
Thereafter 9,370,638
----------
$10,682,933
==========
</TABLE>
The Partnership was also assigned interests in certain loans, aggregating
$543,765 at December 31, 1992 and December 31, 1991. The loans are payable
to the prior managing general partners of the limited partnerships in which
the Partnership had an investment and were not assumed by the purchasers.
The loans were originally made to finance construction costs that exceeded
the original partners' capital contributions and the proceeds from the
related HUD mortgages. Theses loans are non-interest bearing and are
payable based upon certain liquidation provisions in the various limited
partnership agreements.
F-13
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1992, 1991 AND 1990
E. MANAGEMENT AND LIQUIDATION FEES PAYABLE
The Partnership entered into a management contract with NIDC Asset
Management, Inc. (NIDAM), an affiliate of the general partner of the
Partnership, for the performance of certain services. The contract expired
December 31, 1993, and was terminable at any time by the Partnership with at
least 60 days written notice. Under the management contract, NIDAM pays the
general and administrative expenses of the Partnership, except for legal and
accounting expenses and the cost of communicating with the limited partners.
NIDAM earns an annual management fee based on the average annual tax
deductions plus cash distributions per partnership interest, which can range
from one-tenth to one-quarter of one percent of the Partnership's invested
assets (defined as the Partnership's investment in and its share of the
mortgage debt of the limited partnerships in which it has invested). The
minimum management fee is $50,000 per year.
Additionally, the management contract provides that NIDAM is entitled to a
liquidation fee from the sale of projects by the limited partnerships (to
other than affiliates of the management company), once the requisite
approval for a total or partial liquidation has been obtained. Liquidation
fees were $0 in 1992, $0 in 1991 and $7,920 in 1990, and are included in
miscellaneous expenses.
F-14
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1992, 1991 AND 1990
F. FEDERAL TAXABLE INCOME
The following is a reconciliation between the net loss per the financial
statements and the net earnings for federal income tax purposes:
<TABLE>
<CAPTION>
1992 1991 1990
---------- ---------- ----------
<S> <C> <C> <C>
Net loss, financial
statement basis $(59,407) $(135,081) $(27,946)
Equity in income
(losses) of limited
partnerships recognized
for tax purposes but
not recognized for
financial statement
purposes because the
carrying values of the
investments have been
reduced to zero 154,576 (12,734) (8,371)
Equity in loss of a
limited partnership
recognized for
financial statement
purposes but deferred
for tax purposes - (34,160) (68,899)
Distributions in excess
of investments in and
advances to limited
partnerships (15,756) (26,487) (41,012)
Gains recognized on
sales of investments
in limited partner-
ships for tax
purposes but deferred
for financial
statement purposes 2,365 63,279 56,892
</TABLE>
F-15
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1992, 1991 AND 1990
F. FEDERAL TAXABLE INCOME (CONTINUED)
<TABLE>
<CAPTION>
1992 1991 1990
-------- -------- --------
<S> <C> <C> <C>
Net interest income
recognized on
residual notes
receivable for tax
purposes but deferred
for financial
statement purposes 211,492 313,812 312,550
Other 2,625 1,245 -
-------- -------- --------
Net income, federal
income tax basis $295,895 $169,874 $223,214
======== ======== ========
Federal tax basis net
income per
partnership unit
(based upon 7,010
units) $ 42.21 $ 24.23 $ 31.84
======== ======== ========
</TABLE>
G. RELATED PARTY TRANSACTIONS
During the year ended December 31, 1991, the Partnership paid fees to a
company affiliated with the general partner for mortgage prepayment
preservation rights in the amount of $60,000.
F-16
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1992, 1991 AND 1990
H. CONTINGENT LIABILITY
On May 8, 1997, the United States filed an action against Associated
Financial Corporation ("AFC") and its affiliates (collectively, the "AFC
Group") and others, in the United States District Court for the Northern
District of California charging that the defendants were wrongfully
participating in the fees earned by the management agent for several
properties (not including any of the properties invested in by the
Partnership) and had not disclosed this arrangement and, thus, were
violating provisions of the applicable regulatory agreements and other
agreements governing the subject properties. The Complaint did, however,
allege that the defendants made certain false claims regarding the condition
of one property in which the Partnership had an interest in a deferred cash
payment receivable, an all-inclusive residual note receivable and accrued
interest receivable and was obligated on an underlying mortgage payable.
This property was lost through foreclosure in January, 1996 and, as a
result, the Partnership lost its interest in these items. Defendants filed
an answer on August 11, 1997, denying the material allegations of the
Complaint, and asserting various separate and additional defenses.
The government filed an amended complaint on March 2, 1998, adding
additional defendants none of whom are part of the AFC Group and added a
claim that the defendants, including the new defendants, made false claims
in connection with the obtaining of insurance for various HUD-insured
properties. The defendants have filed answers to the First Amended
Complaint, again denying the material allegations of the Complaint and
asserting various separate and additional defenses.
While substantial document discovery has been completed, the defendants
intend to move to compel significant delivery from the government of
substantial additional documentation. Deposition discovery is in its early
stages. Given the defendants' need to obtain significant additional
discovery, counsel can offer no opinion as to the outcome of the litigation
at this time.
F-17
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1992, 1991 AND 1990
H. CONTINGENT LIABILITY (Continued)
The general partner believes that when all of the facts are presented to an
impartial judge, the defendants will be exonerated. However, the complaint
contains serious allegations against the defendants and every effort will be
made to show that the government is wrong in bringing the lawsuit. At this
time, the general partner does not believe that there will be any material
adverse effect to the Partnership and the operation of its investments.
I. PARTNERSHIP STATUS
The term of the Partnership, under its original Partnership Agreement,
expired on December 31, 1993 and has not been renewed. As a result, the
Partnership has been operating since January 1, 1994 as a partnership in
dissolution. Therefore, no new properties or other assets can be acquired
and the general partner has been obligated to bring about the orderly
liquidation of the Partnership and the distribution of its assets to its
partners. The general partner has delayed liquidation of the Partnership
because of difficulty in disposing of the assets, but it does not believe
that the liquidation should be delayed further.
The general partner will, therefore, sell the assets for the best price
available and distribute the proceeds to the partners. If some assets
cannot be disposed of, the general partner will acquire them in order to
permit the liquidation and termination of the Partnership by December 31,
1998.
F-18
<PAGE>
[LETTERHEAD OF BAY SHERMAN CRAIG & GOLDSTEIN, LLP APPEARS HERE]
Report of Independent Certified Public Accountants on Schedules
---------------------------------------------------------------
The Partners
American Housing Partners
In connection with our audit of the financial statements of American Housing
Partners referred to in our report dated June 17, 1997, which is included in
Part II of this Form 10-K, we did not audit the financial statements of certain
limited partnerships in which the Partnership has an investment, the statements
of which reflect total assets and revenues constituting 100% of the combined
totals of the limited partnerships in the years presented. Such statements were
audited by other auditors, whose reports thereon have been furnished to us.
Insofar as the information presented on Schedules IV, XI, XII and XIII as of
December 31, 1992 and for the year then ended relates to these limited
partnerships, our opinion is based solely upon the reports of other auditors.
In our opinion, based on our audit and the reports of other auditors, these
schedules present fairly, in all material respects, the information required to
be set forth therein.
/s/ Bay Sherman Craig & Goldstein, LLP
Los Angeles, California
June 17, 1997
S-1
<PAGE>
SCHEDULE IV
AMERICAN HOUSING PARTNERS
AMOUNTS DUE FROM RELATED PARTIES
YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Balance at Reductions Balance at
January 1, and December 31,
Partnerships 1992 Additions Payments 1992
- --------------------------------------- ------------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Deferred Cash Payments Receivable:
Country Acres Limited Partnership $ 6,582 $ - $ - $ 6,582
Northview Limited Partnership - - - -
Sierra Nevada Apartments, Ltd. I 338,778 - - 338,778
Springwater Limited Partnership - - - -
Sunflower Park Limited Partnership 137,000 - - 137,000
Thunderbird Apartments, Ltd. I 16,706 - - 16,706
----------- ---------- ----------- -----------
499,066 - - 499,066
----------- ---------- ----------- -----------
14% All-inclusive Notes Receivable:
Country Acres Limited Partnership 2,375,000 - - 2,375,000
Northview Limited Partnership 1,875,000 - - 1,875,000
Sierra Nevada Apartments, Ltd. I 6,549,300 - - 6,549,300
Springwater Limited Partnership 2,810,100 - - 2,810,100
Sunflower Park Limited Partnership 2,269,125 - - 2,269,125
Thunderbird Apartments, Ltd. I 2,375,000 - - 2,375,000
----------- ---------- ----------- -----------
18,253,525 - - 18,253,525
----------- ---------- ----------- -----------
19.5% Note Receivable:
Wesbak Housing Fund I, Ltd. 423,000 - - 423,000
----------- ---------- ----------- -----------
Accrued Interest Receivable:
Country Acres Limited Partnership 1,699,705 332,500 (107,221) 1,924,984
Northview Limited Partnership 1,318,151 262,500 (88,559) 1,492,092
Sierra Nevada Apartments, Ltd. I 4,038,471 - (477,267) 3,561,204
Springwater Limited Partnership 2,019,867 393,414 (119,357) 2,293,924
Sunflower Park Limited Partnership 1,557,744 - (108,278) 1,449,466
Thunderbird Apartments, Ltd. I 1,777,573 332,500 (130,307) 1,979,766
Wesbak Housing Fund I, Ltd. 783,608 82,485 - 866,093
----------- ---------- ----------- -----------
13,195,119 1,403,399 (1,030,989) 13,567,529
----------- ---------- ----------- -----------
Deferred Gain and Interest Income:
Country Acres Limited Partnership (3,023,688) (249,246) - (3,272,934)
Northview Limited Partnership (2,583,365) (189,700) - (2,773,065)
Sierra Nevada Apartments, Ltd. I (5,847,233) (96,656) 477,267 (5,466,622)
Springwater Limited Partnership (3,643,521) (297,811) - (3,941,332)
Sunflower Park Limited Partnership (3,066,417) (21,675) 108,278 (2,979,814)
Thunderbird Apartments, Ltd. I (2,905,250) (231,874) - (3,137,124)
Wesbak Housing Fund I, Ltd. (1,206,608) (82,485) - (1,289,093)
----------- ---------- ----------- -----------
(22,276,082) (1,169,447) 585,545 (22,859,984)
----------- ---------- ----------- -----------
$10,094,628 $ 233,952 $ (445,444) $ 9,883,136
=========== ========== =========== ===========
</TABLE>
S-2
<PAGE>
SCHEDULE IV
AMERICAN HOUSING PARTNERS
AMOUNTS DUE FROM RELATED PARTIES - CONTINUED
YEAR ENDED DECEMBER 31, 1991
<TABLE>
<CAPTION>
Balance at Balance at
January 1, December 31,
Partnerships 1991 Additions Payments 1991
- --------------------------------------- ------------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Deferred Cash Payments Receivable:
Country Acres Limited Partnership $ 1,404 $ 5,178 $ - $ 6,582
Northview Limited Partnership - - - -
Sierra Nevada Apartments, Ltd. I 421,782 - (83,004) 338,778
Springwater Limited Partnership - - - -
Sunflower Park Limited Partnership 86,750 50,250 - 137,000
Thunderbird Apartments, Ltd. I 46,998 - (30,292) 16,706
----------- ---------- ----------- -----------
556,934 55,428 (113,296) 499,066
----------- ---------- ----------- -----------
14% All-inclusive Notes Receivable:
Country Acres Limited Partnership 2,375,000 - - 2,375,000
Northview Limited Partnership 1,875,000 - - 1,875,000
Sierra Nevada Apartments, Ltd. I 6,549,300 - - 6,549,300
Springwater Limited Partnership 2,810,100 - - 2,810,100
Sunflower Park Limited Partnership 2,319,375 - (50,250) 2,269,125
Thunderbird Apartments, Ltd. I 2,375,000 - - 2,375,000
----------- ---------- ----------- -----------
18,303,775 - (50,250) 18,253,525
----------- ---------- ----------- -----------
19.5% Note Receivable:
Wesbak Housing Fund I, Ltd. 423,000 - - 423,000
----------- ---------- ----------- -----------
Accrued Interest Receivable:
Country Acres Limited Partnership 1,469,873 332,500 (102,668) 1,699,705
Northview Limited Partnership 1,133,177 262,500 (77,526) 1,318,151
Sierra Nevada Apartments, Ltd. I 3,599,847 916,902 (478,278) 4,038,471
Springwater Limited Partnership 1,746,051 393,414 (119,598) 2,019,867
Sunflower Park Limited Partnership 1,348,573 317,678 (108,507) 1,557,744
Thunderbird Apartments, Ltd. I 1,575,675 332,500 (130,602) 1,777,573
Wesbak Housing Fund I, Ltd. 701,123 82,485 - 783,608
----------- ---------- ----------- ----------
11,574,319 2,637,979 (1,017,179) 13,195,119
----------- ---------- ----------- ----------
Deferred Gain and Interest Income:
Country Acres Limited Partnership (2,761,149) (262,539) - (3,023,688)
Northview Limited Partnership (2,383,695) (199,670) - (2,583,365)
Sierra Nevada Apartments, Ltd. I (5,331,945) (515,288) - (5,847,233)
Springwater Limited Partnership (3,290,513) (353,008) - (3,643,521)
Sunflower Park Limited Partnership (2,837,032) (229,385) - (3,066,417)
Thunderbird Apartments, Ltd. I (2,682,671) (222,579) - (2,905,250)
Wesbak Housing Fund I, Ltd. (1,124,123) (82,485) - (1,206,608)
------------ ---------- ----------- -----------
(20,411,128) (1,864,954) - (22,276,082)
------------ ---------- ----------- -----------
$ 10,446,900 $ 828,453 $(1,180,725) $10,094,628
============ ========== =========== ===========
</TABLE>
S-3
<PAGE>
SCHEDULE IV
AMERICAN HOUSING PARTNERS
AMOUNTS DUE FROM RELATED PARTIES - CONTINUED
YEAR ENDED DECEMBER 31, 1990
<TABLE>
<CAPTION>
Balance at Balance at
January 1, December 31,
Partnerships 1990 Additions Payments 1990
- --------------------------------------- ------------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Deferred Cash Payments Receivable:
Country Acres Limited Partnership $ 1,404 $ $ - $ 1,404
Northview Limited Partnership - - - -
Sierra Nevada Apartments, Ltd. I 421,782 - - 421,782
Springwater Limited Partnership - - - -
Sunflower Park Limited Partnership 86,750 - - 86,750
Thunderbird Apartments, Ltd. I 106,998 - (60,000) 46,998
----------- ---------- ----------- -----------
616,934 - (60,000) 556,934
----------- ---------- ----------- -----------
14% All-inclusive Notes Receivable:
Country Acres Limited Partnership 2,375,000 - - 2,375,000
Northview Limited Partnership 1,875,000 - - 1,875,000
Sierra Nevada Apartments, Ltd. I 6,549,300 - - 6,549,300
Springwater Limited Partnership 2,810,100 - - 2,810,100
Sunflower Park Limited Partnership 2,319,375 - - 2,319,375
Thunderbird Apartments, Ltd. I 2,375,000 - - 2,375,000
----------- ---------- ----------- -----------
18,303,775 - - 18,303,775
----------- ---------- ----------- -----------
19.5% Note Receivable:
Wesbak Housing Fund I, Ltd. 423,000 - - 423,000
----------- ---------- ----------- -----------
Accrued Interest Receivable:
Country Acres Limited Partnership 1,244,803 332,500 (107,430) 1,469,873
Northview Limited Partnership 948,241 262,500 (77,564) 1,133,177
Sierra Nevada Apartments, Ltd. I 3,161,677 916,902 (478,732) 3,599,847
Springwater Limited Partnership 1,472,351 393,414 (119,714) 1,746,051
Sunflower Park Limited Partnership 1,139,507 317,678 (108,612) 1,348,573
Thunderbird Apartments, Ltd. I 1,373,911 332,500 (130,736) 1,575,675
Wesbak Housing Fund I, Ltd. 618,638 82,485 - 701,123
----------- ---------- ----------- -----------
9,959,128 2,637,979 (1,022,788) 11,574,319
----------- ---------- ----------- -----------
Deferred Gain and Interest Income:
Country Acres Limited Partnership (2,515,233) (245,916) - (2,761,149)
Northview Limited Partnership (2,185,053) (198,642) - (2,383,695)
Sierra Nevada Apartments, Ltd. I (4,809,712) (522,233) - (5,331,945)
Springwater Limited Partnership (2,996,154) (294,359) - (3,290,513)
Sunflower Park Limited Partnership (2,609,114) (227,918) - (2,837,032)
Thunderbird Apartments, Ltd. I (2,455,094) (227,577) - (2,682,671)
Wesbak Housing Fund I, Ltd. (1,041,638) (82,485) - (1,124,123)
----------- ---------- ----------- -----------
(18,611,998) (1,799,130) (20,411,128)
----------- ---------- ----------- -----------
$10,690,839 $ 838,849 $(1,082,788) $10,446,900
=========== ========== =========== ===========
</TABLE>
S-4
<PAGE>
AMERICAN HOUSING PARTNERS
REAL ESTATE AND ACCUMULATED DEPRECIATION OF LIMITED
PARTNERSHIPS IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
DECEMBER 31, 1992
<TABLE>
<CAPTION>
Land,
Buildings,
Equipment,
Initial Cost to and Furnish- Amount at Which Carried at
Partnership ings Costs Close of Period
------------------------ ----------------------------------
Number - Buildings, Capitalized Buildings
Type of Outstanding Equipment, Since Equipment,
Partnership/Location Apartments Mortgage Land Furnishings Completion Land Furnishings
- ------------------------ ---------- ----------- ----------- ----------- ------------ -------------- -----------
<S> <C> <C> <C> <C> <C> <S> <C>
Columbia-Jennifer, 50-Garden $ 747,941 $ 21,907 $ 1,011,149 $ - $ 21,907 $ 1,011,149
Ltd; Columbus, OH
Homestead Limited 102-Garden 2,174,180 196,866 2,694,378 444,382 249,253 3,086,373
Dividend Housing 48-Town-
Association; house
Portage, MI
Pine Villa 50-Garden 582,342 46,334 789,603 212,239 59,613 988,563
Associates;
Spokane, WA
Tanglewood Terrace, 196-Garden 1,859,269 91,733 2,856,587 500,013 91,733 3,356,600
Ltd; Texarkana, TX
Woodhaven Apartments 72-Garden 1,153,539 79,768 1,698,994 300,480 103,450 1,975,792
Associates;
Spokane, WA
----------- ----------- ----------- ----------- ---------- -----------
$ 6,517,271 $436,608 $9,050,711 $1,457,114 $ 525,956 $10,418,477
=========== =========== =========== =========== ========== ===========
<CAPTION>
Lives
on Which
Depreciation
in Latest
Statement of
Accumulated Construction Operations
Partnership/Location Total Depreciation Period is Computed
- ---------------------- ---------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Columbia-Jennifer, $ 1,033,056 $ 584,226 1975-1976 8-33
Ltd; Columbus, OH
Homestead Limited 3,335,626 2,333,530 1971-1972 4-33
Dividend Housing
Association;
Portage, MI
Pine Villa 1,048,176 751,429 1971-1972 5-33
Associates;
Spokane, WA
Tanglewood Terrace, 3,448,333 2,480,582 1971-1973 5-33
Ltd; Texarkana, TX
Woodhaven Apartments
Associates;
Spokane, WA 2,079,242 1,421,594 1972-1973 5-36
----------- ------------
$10,944,433 $ 7,571,361
=========== ============
</TABLE>
See notes on the schedule.
S-5
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE SCHEDULE SCHEDULE XI
REAL ESTATE AND ACCUMULATED DEPRECIATION OF LIMITED
PARTNERSHIPS IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990
1. Each limited partnership owns and operates a multi-family, HUD-regulated,
residential housing project. During the related construction stage, all
costs of developing the projects were included in construction-in-progress.
Upon substantial completion, the costs were reclassified to building and
improvements.
2. The aggregate cost of land, buildings, equipment and furnishings for federal
income tax purposes at December 31, 1992, 1991 and 1990 is $10,336,557,
$9,903,583 and $9,838,697, respectively.
3. Investments in property and equipment:
<TABLE>
<CAPTION>
Cost:
<S> <C>
Balance, January 1, 1990 $10,375,210
Additions 219,349
Retirements (415)
-----------
Balance, December 31, 1990 10,594,144
Additions 152,496
Retirements (1,345)
-----------
Balance, December 31, 1991 10,745,295
Additions 218,174
Retirements (19,036)
-----------
Balance, December 31, 1992 $10,944,433
===========
</TABLE>
S-6
<PAGE>
AMERICAN HOUSING PARTNERS
NOTES TO THE SCHEDULE - CONTINUED SCHEDULE XI
REAL ESTATE AND ACCUMULATED DEPRECIATION OF LIMITED
PARTNERSHIPS IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990
3. Investments in property and equipment (Continued):
Accumulated depreciation:
<TABLE>
<CAPTION>
<S> <C>
Balance, January 1, 1990 $6,590,767
Depreciation charged to expense during
the year 334,436
Retirements (415)
----------
Balance, December 31, 1990 6,924,788
Depreciation charged to expense during
the year 331,009
Retirements (1,345)
----------
Balance, December 31, 1991 7,254,452
Depreciation charged to expense during
the year 331,406
Retirements (14,497)
----------
Balance, December 31, 1992 $7,571,361
==========
</TABLE>
S-7
<PAGE>
SCHEDULE XII
AMERICAN HOUSING PARTNERS
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1992
HUD insured first mortgages, interests in which were assigned to the Partnership
upon sale of the real estate by the selling limited partnerships:
<TABLE>
<CAPTION>
(1) (1) (1)
Final Monthly Face Carrying
Type of Interest Maturity Payments Amount of Amount of
Partnership/Location Property Rate Date to Maturity Mortgages Mortgages
- ----------------------------------------------------- ----------- -------- --------------- ----------- ----------- -----------
<S> <C>
Country Acres Apartments; La Porte, Indiana Apartments 7% February, 2013 $ 8,473 $ 1,352,230 $ 1,097,074
Northview Gardens Apartments; Henry County, Virginia Apartments 7% June, 2014 6,108 984,000 814,512
Sierra Nevada Arms; Las Vegas, Nevada Apartments 7% July, 2014 37,724 6,070,500 5,033,256
Springwater Apartments; Denver, Colorado Apartments 7% October, 2014 9,434 1,510,120 1,264,941
Sunflower Park Apartments; Kansas City, Kansas Apartments 7% September, 2014 8,558 1,377,225 1,145,665
Thunderbird Apartments; Las Vegas, Nevada Apartments 7% December, 2012 10,312 1,659,365 1,327,485
------- ----------- -----------
$80,609 $12,953,440 $10,682,933
======= =========== ===========
</TABLE>
(1) Partnership's share
See notes to the schedule.
S-8
<PAGE>
SCHEDULE XII
AMERICAN HOUSING PARTNERS
MORTGAGE LOANS ON REAL ESTATE - CONTINUED
DECEMBER 31, 1992
HUD insured first mortgages on properties owned by limited partnerships in which
the Partnership has an investment:
<TABLE>
<CAPTION>
(1) (1) (1)
Final Monthly Face Carrying
Type of Interest Maturity Payments Amount of Amount of
Partnership/Location Property Rate Date to Maturity Mortgages Mortgages
- ----------------------------------------------------- ----------- -------- ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Columbia-Jennifer, Ltd.; Columbus, Ohio Apartments 7% September, 2016 $ 5,390 $ 867,400 $ 747,941
Homestead Limited Dividend Housing Association;
Portage, Michigan Apartments 6.5% January, 2013 16,378 2,935,400 2,174,180
Pine Villa Associates; Spokane, Washington Apartments 8% May, 2012 4,930 709,000 582,342
Tanglewood Terrace, Ltd.; Texarkana, Texas Apartments 7% September, 2013 14,391 2,315,800 1,859,269
Woodhaven Apartments Associates; Spokane, Washington Apartments 7% November, 2013 8,765 1,410,500 1,153,539
------- ---------- ----------
$49,854 $8,238,100 $6,517,271
======= ========== ==========
</TABLE>
(1) 100% amounts; Partnership's share is generally 99%.
See notes to the schedule.
S-9
<PAGE>
SCHEDULE XII
AMERICAN HOUSING PARTNERS
NOTES TO THE SCHEDULE
MORTGAGE LOANS ON REAL ESTATE - CONTINUED
DECEMBER 31, 1992
1. Each limited partnership in which the Partnership has an investment owns an
apartment project financed with a HUD-insured mortgage. Six of these
limited partnerships sold their properties for cash and all-inclusive
residual notes receivable, while remaining directly liable under the HUD
mortgage. These limited partnerships assigned the residual notes
receivable and the underlying HUD mortgages to their partners, including
the Partnership.
2. The total federal income tax basis is the same as the carrying amounts in
the schedule.
3. Carrying amount of the mortgage loans:
<TABLE>
<CAPTION>
(2)
Mortgage Loans
(1) of Limited
Mortgage Partnerships
Loans Assigned in Which the
to the Partnership Has
Partnership an Investment
-------------- ---------------
<S> <C> <C>
Balance at January 1, 1990 $11,275,596 $6,910,930
Payments on principal during
the year (183,939) (122,402)
----------- ----------
Balance at December 31, 1990 11,091,657 6,788,528
Payments on principal during
the year (197,232) (130,993)
----------- ----------
Balance at December 31, 1991 10,894,425 6,657,535
Payments on principal during
the year (211,492) (140,264)
----------- ----------
Balance at December 31, 1992 $10,682,933 $6,517,271
=========== ==========
</TABLE>
(1) Partnership's share
(2) 100% amounts; Partnership's share is generally 99%.
S-10
<PAGE>
SCHEDULE XIII
AMERICAN HOUSING PARTNERS
INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS
YEAR ENDED DECEMBER 31, 1992
The following schedule summarizes the cumulative equity in net income and losses
and cash distributions not recorded in the investments in and advances to
limited partnerships account, as the carrying values of the investments are at
zero:
<TABLE>
<CAPTION>
Adjust
% of % of Interest Balance January Equity in Cash Balance
Ownership in Profit January 1, 1992 Invest- Net Income Distri- December
Limited Partnership Interest and Losses 1, 1992 Amounts ments (Losses) butions 31, 1992
- ---------------------------- --------- ------------- ----------- ---------- ------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Columbia-Jennifer, Ltd. 98.98% 98.98% $ (189,234) $ - $ - $(11,770) $ - $ (201,004)
Homestead Limited Dividend
Housing Associates 99.00 99.00 (501,481) (15,382) - 22,598 (15,756) (510,021)
Pine Villa Associates 98.52 99.00 (303,770) (11,454) - 16,544 - (298,680)
Tanglewood Terrace, Ltd. 99.00 99.00 (1,081,443) 1,666 - (1,749) - (1,081,526)
Woodhaven Apartments
Associates 95.00 99.00 (543,163) (66,435) - 24,507 - (585,091)
----------- -------- ------ -------- -------- -----------
$(2,619,091) $(91,605) $ - $ 50,130 $(15,756) $(2,676,322)
=========== ======== ====== ======== ======== ===========
</TABLE>
S-11
