SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1996
Commission File Number 2-84474
APT HOUSING PARTNERS LIMITED PARTNERSHIP
A Massachusetts Limited Partnership
I.R.S. Employer Identification No. 04-2791736
500 West Cummings Park, Suite 6050, Woburn, Massachusetts 01801
Registrant's Telephone Number, Including Area Code (617) 935-4200
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 X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X].
DOCUMENTS INCORPORATED BY REFERENCE
NONE
TOTAL NUMBER OF PAGES 124
INDEX TO EXHIBITS AT PAGE 121
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PART I
ITEM 1. BUSINESS:
General
APT HOUSING PARTNERS LIMITED PARTNERSHIP (the "Partnership") is a limited
partnership which was formed under the laws of the Commonwealth of
Massachusetts on June 8, 1983. The General Partner of the Partnership is
APT Asset Management, Inc., a Massachusetts corporation. APT Asset
Management, Inc. is a wholly owned subsidiary of APT Financial Services,
Inc. (a Delaware Corporation) whose majority shareholder is John M. Curry.
The Partnership's business is to invest, as a limited partner, in Local
Limited Partnerships owning government-assisted housing developments and to
provide its partners current tax benefits, potential appreciation in real
estate investments, distribution of net capital transaction proceeds and
distributable cash to the extent available.
On September 30, 1983, the Partnership offered for sale 9,000 units of
limited partnership interests at $1,000 each pursuant to a prospectus dated
September 30, 1983. The offering was subsequently amended on March 30, 1984
to provide for 3,700 units of limited partnership interests at $1,000 each.
The public offering was managed by American Investment Team, Inc. ("AIT")
("the dealer manager"), an affiliate of the General Partner of the
Partnership. The minimum investment allowed was $5,000.
The Partnership received $3,700,000 of subscriptions for limited partnership
interests during the period September 30, 1983 through April 30, 1984 from
329 Investors. No further issuance of partnership interests is anticipated.
The net proceeds ($3,071,000) of the public offering were primarily used to
purchase limited partnership interests in existing multi-family rental
housing development known as Ashland Commons Associates, Rockledge
Apartments Associates and Historic Cohoes II. The Partnership's investments
in each Local Limited Partnership represents 95.5%, 97% and 97%,
respectively. On December 18, 1986 the Partnership withdrew its 97%
investment interest in Historic Cohoes II and received its original
investment of $1,321,234 from the Local Limited Partnership. A distribution
of the same amount was made to the Limited Partners on April 3, 1987.
Federal, state or local government agencies have provided significant
incentives in order to stimulate private investment in government-assisted
housing. The intent of these incentives was to reduce certain market risks
and provide investors (i) tax benefits, (ii) limited cash distributions and
(iii) long-term capital appreciation. Notwithstanding these factors, there
remain significant risks. These risks include, but are not limited to, the
financial strength of the local general partners. The long-term
nature of investments in government-assisted housing limited the ability of
the Partnership to vary its investment portfolio in response to changing
economic, financial and investment conditions; such investments are also
subject to changes in local economic circumstances and housing patterns
which have an impact on real estate values. These housing developments also
require greater management expertise and may have higher operating expenses
than conventional housing developments.
The Partnership became the principal limited partner in these Local Limited
Partnerships pursuant to Local Limited Partnership agreements entered into
with the local general partners. As a limited partner, the Partnership's
liability for obligations of the Local Limited Partnerships is limited to
its investment. The local general partners of the Local Limited Partnerships
retain responsibility for maintaining, operating and managing the housing
developments. Under certain circumstances, the Partnership has the right to
replace the local general partner of the Local Limited Partnerships.
<PAGE>
John M. Curry is a General Partner in one of the Local Limited Partnerships.
An affiliated company in which John M. Curry is the President, is the General
Partner in the other Local Limited Partnership.
Although each of the Local Limited Partnerships in which the Partnership has
invested owns a housing development which must compete for tenants in the
market place, the rental assistance and below market interest rates on
mortgage financing provided by government-assisted housing programs make it
possible to offer apartments to eligible tenants at a cost to the tenant
significantly below the market rate for comparable conventionally-financed
apartments in the area.
The Internal Revenue Service (IRS) scrutinizes, in general, "tax shelters"
that generate tax losses in any taxable year. The Local Limited Partnerships
will deduct certain fees such as General Partners' fees and other expenses on
the basis that such expenses constitute ordinary and necessary expenses of
carrying on the business. If the federal income tax information return filed
annually by the Partnership or by any Local Limited Partnership are audited,
no assurance can be given as to what extent the deductions claimed for these
fees will be allowed. Any disallowance by the IRS that is not successfully
rebutted will have the effect of increasing the taxable income or decreasing
the taxable loss of each Limited Partner for the year in question.
The Limited Partners do not have a right to participate in the management of
the Partnership or its operations. However, a majority in interest of the
Limited Partners have the authority to (1) approve or disapprove the sale of
all or substantially all of the assets of the Partnership in a single
transaction or a related series of transactions, (2) dissolve the
Partnership, (3) remove the General Partner, for cause, or (4) elect a
substitute General Partner. Limited Partners holding 10% or more of the
limited partnership interests have the right to call meetings of the
Partnership Agreement.
As a Limited Partner of each of the Local Limited Partnerships, the
Partnership does not have the right to participate in the management of such
Local Limited Partnerships or their operations. The Partnership retains
certain rights with respect to voting on or approving certain matters,
including the sale of the housing developments. By the existence or
exercise of such rights, it could be asserted that the Partnership was
taking part in the control of the Local Limited Partnerships' operations and
should thereby incur liability for all debts and obligations of the Local
Limited Partnerships. If this were found to be the case, the Partnership
interest in one Local Limited Partnership could be reached by creditors of
another Local Limited Partnership. The Partnership has received opinions of
counsel for the Local Limited Partnerships that the existence and exercise
of such rights will not subject it to liability as a Local General Partner of
the Local Limited Partnership.
Holders of the Partnership's limited partnership interests will need to bear
the economic risk of their investment for an indefinite period of time.
Transferability of the limited partnership interests is restricted so as not
to cause a termination of the Partnership for tax purposes. In California,
Maine, New Hampshire, Pennsylvania and South Carolina, transferability of the
limited partnership interests is restricted to transferees meeting the invest
or suitability standards. In addition, a transfer of limited partnership
interests is subject to the consent of the General Partner, which may be
withheld in its sole discretion.
<PAGE>
Losses recognized for tax purposes from the ownership and operations of the
housing developments decline over time. This occurs because the tax
advantages of accelerated depreciation are greatest in earlier years and
decline over the life of the housing developments, and because those portions
of the level mortgage payment attributable to deductible interest likewise
decrease with the passage of time. In addition, the benefits to be received
in the form of tax savings in future years may decline as a result of the
enactment of the Tax Reform Act of 1986, depending on the individual
circumstances of each Limited Partner. For these reasons, among others, it is
not anticipated that any public market will develop for the purchase and sale
of limited partnership interests. Consequently, holders of limited
partnership interests in the Partnership may not be able to liquidate their
investments in the event of an emergency and limited partnership interests
probably will not be readily acceptable as colateral for loans. Moreover,
should a limited partner dispose of his limited partnership interest, he will
realize taxable income to the extent that is allocable share of the mortgage
debt obligations plus the other consideration he receives upon such
disposition exceeds his tax basis, while at the same time he may not receive
sufficient cash to pay such taxes.
Competition
The real estate rental business in which the Local Limited Partnerships are
engaged is highly competitive and the properties owned by the Local Limited
Partnerships are expected to be subject to active competition from similar
properties in their respective vicinities. The Local Limited Partnerships
compete with many other entities providing residential rental housing through
government-assisted and conventionally-financed housing developments. Some
of these entities are owned by large real estate operators with significantly
greater resources than the Partnership as well as local organizations which
own and operate a relatively small number of properties. The Local Limited
Partnerships believe that they have a reputation for providing safe, clean,
quality residential housing which enables them to compete effectively for
tenants. While the Local Limited Partnerships believe that they will
continue to compete effectively for tentants, there can be no assurance that
they will do so or that they will not encounter further increased competition
in the future due to changes in the various government-assisted housing
programs and from rehabilitated or new housing developments in their
respective vicinities.
Employees
The Partnership does not have any direct employees. All services are
performed for the Partnership by its General Partner and its affiliates.
The General Partner receives compensation in connection with such activities
as set forth in Item 11. In addition, the Partnership reimburses the General
Partner and certain of its affiliates for expenses incurred in connection
with the performance by their employees of services for the Partnership in
accordance with the Partnership's Amended and Restated Agreement and
Certificate of Limited Partnership (the "Partnership Agreement").
<PAGE>
ITEM 2. PROPERTIES:
The Partnership holds limited partnership interests in two (2) Local Limited
Partnerships as of December 31, 1996. Set forth is a schedule of the Local
Limited Partnerships including certain information concerning the Apartment
Complexes.
Name and Location % of Units Occupied
(Number of Units) Date Acquired at December 31,
1996 1995 1994 1993 1992
Ashland Commons Associates March 30, 1984 100% 99% 100% 99% 100%
Ashland, MA (96)
Rockledge Apartments Associates June 22, 1984 97% 98.2% 100% 100% 100%
Wakefield, MA (60)
The Local Limited Partnerships in which the Partnership has invested own
existing Apartment Complexes which receive either Federal or State subsidies.
The U.S. Department of Housing and Urban Development (HUD), through the
Federal Housing Administration (FHA), administers a variety of subsidy
programs for low- and moderate-income housing developments. The Federal
programs generally provide one of a combination of the following forms of
assistance: (i) mortgage loan insurance (ii) rental subsidies,(iii)reduction
of mortgage interest payments.
i) HUD provides mortgage insurance for rental housing projects pursuant to
a number of sections of Title II of the National Housing Act ("NHA")
including, among others, Section 236 and Section 221(d)(4). Under these
programs, HUD will generally provide insurance equal to 90% of the total
replacement cost to limited-distribution owners. Mortgages are provided by
institutions approved by HUD, including banks, savings and loan companies
and local housing authorities. Section 221(d)(4) of the NHA provides
for federal insurance of private construction and permanden mortgage loans
to finance new construction of rental apartment complexes containing five or
more units.
ii) Many of the tenants in HUD insured projects receive some form of
rental assistance payments, primarily through the Section 8 Housing
Assistance Payments Program ("Section 8 Program"). Apartment Complexes
receiving assistance through the Section 8 Program will generally have
limitations on the amount of rent which may be charged. One requirement
imposed by HUD regulations effective for apartment complexes initially
approved for Section 8 payments on or after November 5, 1979 is to limit
the amount on or after November 5, 1979 is to limit the amount of the owner's
annual cash distributions from operations to 10% of the owner's equity
investment in an apartment complex intended for occupancy by elderly persons.
The owner's equity investment in the apartment complex is 10% of the project's
replacement cost as determined by HUD.
HUD recently released the American Community Partnerships Act (the "ACPA").
The ACPA is HUD's blueprint for providing for the nation's housing needs in
an era of static or decreasing budget authority. Two key proposals in the
ACPA that could affect the Local Limited Partnerships are: A discontinuation
of project-based Section 8 subsidy payments and an attendant reduction in
debt on properties that were supported by the Section 8 payments. The ACPA
calls for a transition during which the project-based Section 8 would be
converted to a tenant-based voucher system. Any FHA insured debt would then
be "marked-to-market"; that is , revalued in light of the reduced incoem
stream, if any. The impact of ACPA, if enacted in its present form,is not
presently determinable.
<PAGE>
Several industry sources have already commented to HUD and Congress that in
the event the ACPA were fully enacted in its present form, the reduction in
mortgage indebtedness would be considered taxable income to limited partners
in the Partnership. Legislative relief has been proposed to exempt "mark-
to-market" debt from cancellation of indebtedness income treatment.
iii) The Section 236 Program, as well as providing mortgage insurance,
also provides a subsidy which reduces the debt service on a project mortgage,
thereby enabling the owner to charge the tenants lower rents for their
apartments. Interest credit subsidy payments are made monthly by HUD
directly to the mortgagee of the project. Each payment is in an amount
equal to the difference between (i) the monthly payment required by the
terms of the mortgage to pay principal and interest and (ii) the monthly pay
principal and interest if the mortgage loan provided for interest at the
rate of 1%. These payments are credited against the amounts otherwise due
from the owner of the project, who makes monthly payments of the balance.
All tenant leases are generally for periods not greater than one to two
years and no tenant occupies more than 10% of the rentable square footage.
Management continuously reviews the physical state of the properties and
budgets improvements when required which are generally funded from cash
flow from operations or release of replacement reserve escrows. No
improvements are expected to require additional financing.
See Item 1, Business, above for the general competitive conditions to
which the properties described herein are subject.
Real estate taxes are calculated using rates and assessed valuations
determined by the town or city in which the property is located.
ITEM 3. LEGAL PROCEEDINGS:
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP
INTERESTS AND RELATED SECURITY HOLDER MATTERS:
Limited partnership interests are not traded in a public market but were sold
through a public offering managed by American Investment Team, Inc. It is
not anticipated that any public market will develop for the purchase and
sale of any limited partnership interest. Limited partnership interests
may be transferred only if certain requirements are satisfied. As of March
19, 1997, there were 326 registered holders of an aggregate of 3,700 units
of limited partnership interests in the Partnership.
<PAGE>
The Partnership has invested in Local Limited Partnerships owning housing
developments which receive governmental assistance under programs which
restrict the cash return available to housing development owners. The
Partnership does not anticipate providing significant cash distributions to
its limited partners in circumstances other than a refinancing or sale.
On February 24, 1995, the Partnership distributed $200,000 to the partners,
of which $196,000 or $52.97 per unit of limited partnership interest,
was distributed to the Limited Partners. The Partnership does not
anticipate that it will make any further cash distributions.
ITEM 6. SELECTED FINANCIAL DATA:
The information set forth below presents selected financial data of the
Partnership. Additional financial information is set forth in the audited
financial statements in Part IV, Item 14, beginning on page 15.
Year Ended December 31,
OPERATIONS 1996 1995 1994 1993 1992
Revenue $1,389 $1,884 $4,843 $1,507 $2,179
Expenses 45,891 46,948 46,713 47,799 48,711
Loss before share of
losses of and distri-
butions from the Local
Limited Partnerships ( 44,502) ( 45,064) ( 41,870) ( 46,292) ( 46,532)
Distribution from
Local Limited
Partnership 87,903 87,064 82,255 96,546 125,629
Share of losses of
Local Limited Partnerships - - - - -
Net income $43,401 $42,000 $40,385 $50,254 $79,097
Net income per weighted
average limited part-
nership unit $11.50 $11.12 $10.70 $13.31 $20.95
FINANCIAL POSITION
December 31,
1996 1995 1994 1993 1992
Total assets $64,360 $20,946 $179,140 $138,681 $87,823
Investment in Local
Limited Partnerships $-0- $-0- $-0- $-0- $-0-
Total liabilities $17,591 $17,578 $17,772 $17,698 $17,094
Total partners'
capital $46,769 $3,368 $161,368 $120,983 $70,729
Cash distributions
per limited
partnership unit $-0- $52.97 $-0- $-0- $-0-
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:
Liquidity and Capital Resources
The Partnership's primary source of funds were the proceeds of its public
offering. Other sources of liquidity include interest earned on funds and
cash distributions from operations of the Local Limited Partnerships in
which the Partnership has invested. These sources of liquidity are
available to meet obligations of the Partnership.
The Partnership received $3,700,000 in gross proceeds from the sale of
partnership interests pursuant to the public offering, resulting in net
proceeds available for investment, after volume discounts, establishment of
working capital reserves, payment of sales commissions, acquisition fees
and offering expenses, of $3,071,000.
As of December 31, 1996, the Partnership has invested all of the net
proceeds available for investment.
The Partnership's commitment to investments requiring initial capital
contributions has been paid. The Partnership has no other significant
capital commitments.
HUD recently released the American Community Partnerships Act (the "ACPA").
The ACPA is HUD's blueprint for providing for the nation's housing needs in
an era of static or decreasing budget authority. Two key proposals in the
ACPA that could affect the Local Limited Partnerships are: A discontinuation
of project based Section 8 subsidy payments and an attendant reduction in
debt on properties that were supported by the Section 8 payments. The ACPA
calls for a transition during which the project based Section 8 would be
converted to a tenant based voucher system. Any FHA insured debt would then
be "marked-to-market", that is revalued in light of the reduced income
stream, if any. The impact of ACPA, if enacted in its present form, is not
presently determinable.
Several industry sources have already commented to HUD and Congress that in
the event the ACPA were fully enacted in its present form, the reduction in
mortgage indebtedness would be considered taxable income to limited partners
in the Partnership. Legislative relief has been proposed to exempt "mark-
to-market" debt from cancellation of indebtedness income treatment.
Cash distributions received from a Local Limited Partnership amounted to
$87,903, $87,064, and $82,255 during the years ended December 31, 1996,
1995 and 1994, respectively. These distributions were used to meet the
Partnership's obligations and, in 1995, to make distributions to its
partners. The Partnership has invested in Local Limited Partnerships owning
housing developments which receive governmental assistance under programs
which restrict the cash return available to the housing development owners.
ership in an amount sufficient to meet its operating expenses. However,
there can be no assurance that cash distributions received will be adequate
to allow the Partnership to make any further cash distributions to its
partners.
Management is not aware of any trends or events, commitments or
uncertainties that will impact liquidity in a material way. Management
believes the only impact would be for laws that have not yet been adopted.
<PAGE>
Results of Operations
The Partnership was formed to provide various benefits to its limited
partners as discussed in Part I, Item 1 of this Report. It is anticipated
that the Local Limited Partnerships in which the Partnership has invested
will primarily produce tax losses of approximately $17,000 per $5,000
investment in approximately 14 to 17 full years of Partnership operations,
with approximately $11,000 of such tax losses occurring during the first 5
full years of Partnership operations (assuming the applicability of
current laws, regulations and court decisions). The benefits received in
the form of tax savings may be reduced due to the enactment of the Tax
Reform Act of 1986, depending on the individual circumstances of each
Limited Partner. There can be no assurance that the Partnership will be
able to attain its investment objectives. The Partnership will not seek to
sell its interest in any housing development or Local Limited Partnership
until proceeds of such sale would supply sufficient cash to enable its
Limited Partners to pay applicable taxes. Proceeds of such sales will not be
reinvested. It is not expected that nay of the Local Limited Partnerships in
which the Partnership has invested will generate cash flow sufficient to
provide for distributions to Limited Partners in any material amount.
Except for the operating balance of cash, the Partnership's assets consist
primarily of limited partnership interests in Local Limited Partnerships
owning government-assisted housing developments. The Partnership accounts
for its investments in the Local Limited Partnerships using the equity
method of accounting. Under the equity method of accounting, the
investment cost is subsequently adjusted for the Partnership's share of each
Local Limited Partnership's results of operations and cash distributions.
The Partnership's share in the loss of each Local Limited Partnership is not
recognized to the extent that the investment balance would become negative.
For the years ended December 31, 1996, 1995 and 1994, the aggregate share
of losses of the Local Limited Partnerships attributable to the Partnership
and not included in the statements of income for those years amounted to
$11,813, $22,868, and $67,109, respectively. At December 31, 1996 and
1995, the Partnership's cumulative share of losses of the Local Limited
Partnerships exceeded its investments by $395,577 and $383,764, respectively,
and accordingly, have not been reflected in the Partnership's financial
statements in accordance with the equity method of accounting because the
investment balances have been reduced to zero.
The Partnership's net income in 1996, 1995 and 1994 was due primarily to
cash distributions received of $87,903, $87,064, and $82,255, respectively,
from one Local Limited Partnership which offset the Partnership's net
operating expenses in these years resulting in net income of $43,401,
$42,000, and $40,385, respectively.
The Partnership incurs an annual program management fee payable to American
Investment Team, Inc. ("AIT"), an affiliate of the General Partner, for
managing the affairs of the Partnership and for providing investor services
to the limited partners. The fee to AIT is equal to .5% of invested assets
plus the Local Limited Partnerships' annualized outstanding nonrecourse
debt. The fee amounted to $37,141, $37,353, and $37,547 for 1996, 1995 and
1994, respectively.
Administrative expenses consist of professional fees.
<PAGE>
Other
The Partnership's investment as a Limited Partner in the Local Limited
Partnerships is subject to the risks incident to the potential losses
arising from management and ownership of improved real estate. The
Partnership's investments also could be adversely affected by poor economic
conditions, generally, which could increase vacancy levels, increase rental
payment defaults, or increase operating expenses. Any or all of these
circumstances could threaten the financial viability of one or both of the
Local Limited Partnerships.
There are also substantial risks associated with the operations of
Apartment Complexes receiving government assistance. These include:
governmental regulations concerning tenant eligibility which may make it
more difficult to rent apartments in the complexes; difficulties in
obtaining government approval for rent increases; limitations on the
percentage of income which low and moderate income tenants may pay as rent;
the possibility that Congress may not appropriate funds to enable the U.S.
Department of when the rental assistance contracts expire, there may not
be market demand for apartments at full market rents in a Local Limited
Partnership's Apartment Complex.
The Local Limited Partnerships are impacted by inflation in several ways.
Inflation allows for increases in rental rates generally to reflect the
impact of higher operating and replacement costs. Inflation also affects
the Local Limited Partnerships adversely by increasing operating costs,
such as fuel, utilities and labor.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
The financial statements and supplementary data required by this item are
set forth under Item 14 of Part IV beginning on page 15 and are incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE:
Effective December 1, 1995, APT Housing Partners Limited Partnership
("Partnership") dismissed its prior certifying accountants, Tonneson &
Company, C.P.A.'s P.C. ("T&C"). T&C's reports on the Partnership's
financial statements during the most recent fiscal year and all subsequent
interim periods preceding December 1, 1995 contained no adverse opinion or
disclaimers of opinion, and were not qualified as to uncertainty, audit
scope or accounting principles. The decision to change accountants was
approved by the Partnership's General Partner.
During the last fiscal year and the subsequent interim period to December 1,
1995, there were no disagreements between the Partnership and T&C on any
matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of T&C, would have caused it to make a
reference to the subject matter of the disagreements in connection with its
reports. Also, during the aforementioned period, there occurred no
"reportable events" described in Item 304(a)(1)(v) of Regulation S-K of the
Commission.
<PAGE>
Effective December 8, 1995, the Partnership engaged Robert Ercolini &
Company (now known as Robert Ercolini & Company LLP) as its new principal
certifying accountants. The Partnership did not consult with Robert
Ercolini & Company LLP regarding accounting advice prior to its engagement.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
The Partnership has no directors or executive officers. The Partnership's
affairs are managed and controlled by the General Partner. Certain
information concerning the director and executive officers of the General
Partner is set forth below:
JOHN M. CURRY, BS, MBA, CPM, GSP, RR, 54, is the founder, Chairman, Director,
and Shareholder of APT Financial Services, Inc., and its subsidiaries. Mr.
Curry has been responsible for the construction of over 4,000 units of
multi-family housing at a cost of over $120,000,000 and 240,000 square feet
of commercial space. Mr. Curry is a graduate of the University of San
Francisco (BS, 1968) and the Harvard Graduate School of Business
Administration (MBA, 1970). He is a licensed Real Estate Broker in
Massachusetts and New York and a licensed Builder in Massachusetts. His
professional memberships include the Institute of Real Estate Management
with the classification of Certified Property Manager, the Greater Boston
Real Estate Board, Builders Association of Greater Boston, and is listed
in Who's Who in America.
JEFF E. EWING, BS, CPA, 31, is the President, Chief Financial Officer,
Director and Shareholder of APT Financial Services, Inc. Mr. Ewing joined
the company in December 1992, becoming its controller, and in December 1994,
he became the Company's President and Chief Financial Officer. He is
responsible for new business development, corporate operations and the
development, implementation and review of all financial reporting systems
as well as compliance with applicable tax and regulatory requirements. Prior
to joining APT, Mr. Ewing was employed by Congress Realty Group of Companies
as assistant controller and the accounting firm of Robert Ercolini and
Company as a senior auditor. Mr. Ewing is a Certified Public Accountant in
the Commonwealth of Massachusetts and a NASD registered Financial and
Operations Principal. Mr. Ewing received his B.S. in Accountancy from
Bentley College and is a member of the American Institute of Certified
Public Accountants and the Massachusetts Society of Certified Public
Accountants.
THERESE M. COCHRAN, CPM, 39, is a Director and Shareholder of APT Financial
Services, Inc. and the President of American Properties Team, Inc., a
wholly-owned subsidiary of APT Financial Services, Inc. She is responsible
for the operations of the management company and new business development.
Ms. Cochran currently serves as an Executive Member of the Community
Associates Institute, is the Chairperson of the CAI Legislative Action
Committee and is a member of the Institute of Real Estate Management
having earned the designation of Certified Property Manager.
ELLIOT J. FEINER, BA, MBA, 58, is a Director and Shareholder of APT
Financial Services, Inc. and its subsidiaries. Mr. Feiner graduated
from Brown University (BA-Economics, 1959) and Suffolk University
(MBA, 1962). He is a Certified Public Accountant. Mr. Feiner was
Vice President of Finance for FMR Investment Management Services, Inc.,
a subsidiary of the Fidelity Group, and is currently self-employed.
<PAGE>
J. STEWART HARVEY, JR., BSBA, MBA, 64, is a Director and Shareholder of APT
Financial Services, Inc., and its subsidiaries. Mr. Harvey is Managing
Director of Aberdeen American Inc., an investment firm. He has held the
position since 1985. Prior to this, Mr. Harvey was Vice President and
Director of Gardner and Preston Moss, Inc. He was Vice President and
Director of Research for Fidelity Management and Research Company, the
largest mutual funds firm in the country. Mr. Harvey is a graduate of
Boston University (BSBA, 1960) and Northeastern University (MBA-Finance,
1966).
MICHAEL LEMOYNE KENNEDY, BA, JD, 38, is a Director and Shareholder of APT
Financial Services, Inc., and its subsidiaries. Mr. Kennedy is Chairman of
Citizens Energy Corporation, a non-profit energy company. Citizens Energy,
through its partnership with Medco Containment, provides at cost, AZT to
low-income AIDS patients in several states. Mr. Kennedy is a graduate of
Harvard College (BA, 1980) and the University of Virginia Law School (JD,
1984). Mr. Kennedy is also an active member of the boards of the Robert F.
Kennedy Library Foundation, the Friends of Boston's Long Island Shelter,
and The Pacific National Bank, Santa Ana, CA.
ROBERT E. HALLAGAN, BS, MBA, 53, is a Director and Shareholder of APT
Financial Services, Inc., and its subsidiaries. Mr. Hallagan is President
of Heidrick & Struggles, Inc., a worldwide executive search firm. He has
been associated with the company since 1976. Prior to this, he was an
Executive Vice President and Treasurer for Hawthorne Securities, and for
the Boston Stock Exchange. Mr. Hallagan is a graduate of Deerfield Academy,
Williams College (BS, 1966), and Harvard Graduate School of Business
(MBA, 1970).
AFFILIATES:
APT FINANCIAL SERVICES INC., ("APT" OR "Company") is a Delaware corporation
organized on April 19, 1983. The Company's principal office is located at
500 West Cummings Park, Woburn, MA. APT Financial Services, Inc. and its
wholly-owned subsidiaries, American Properties Team, Inc., APT Asset
Management, Inc. and American Investment Team, Inc. form a real estate
service company providing property management, asset management, syndication,
development and investor services to third-party owners, affiliates and
partners.
AMERICAN PROPERTIES TEAM, INC. ("APT") is a Massachusetts corporation
organized on March 4, 1977. APT provides property management services to
both multi-family and commercial properties. Currently, APT manages over
5,000 units of multi-family housing and 75,000 square feet of commercial
space in Massachusetts, New York and Indiana. Of the 5,000 units under
management, 1,200 are subsidized units through Federal and State programs
including Section 8, Section 13A, and Section 236.
APT ASSET MANAGEMENT, INC. is a Massachusetts corporation organized on
August 17, 1982. The company has developed over $100 million in residential
and commercial properties. In addition, APT Asset Management, Inc. serves
as the General Partner for ten real estate limited partnerships one of
which is publicly registered. The company conducts strategic planning for
the limited partnerships including development, recapitalization,
refinancing and sales.
AMERICAN INVESTMENT TEAM, INC. ("AIT") is a Massachusetts corporation
organized on August 13, 1982. AIT is a NASD registered broker-dealer for
both public and private placements. The company serves as investor services
agent for over 570 clients who have invested $30 million of equity in the
Company's developments.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION:
The Partnership has no officers or directors. The Partnership does not pay
or accrue any fees, salaries or other forms of compensation to directors or
officers of the General Partner for their services. Under the terms of the
Partnership Agreement, the General Partner and affiliates are entitled to
receive compensation from the Partnership in consideration of certain
services rendered to the Partnership by such parties. In addition, an
affiliate of the General Partner, American Investment Team, Inc., receives
from the Partnership an annual program management fee equal to .5% of invested
assets plus the Local Limited Partnerships' annualized outstanding
nonrecourse mortgage debt. The Local Limited Partnerships pay fees ranging
from 4.5% to 6% of gross revenue collected to American Properties Team,
Inc., an affiliate of the General Partner, for management of properties
owned by the Local Limited Partnerships.
Further, the Local Limited Partnerships have incurred $1,373,195 of fees
from inception with their local general partners or affiliates for
development, construction, administration and various operating and
construction deficit guarantees.
Included in these fees of the Local Limited Partnerships are fees totaling
$618,929 paid or to be paid to John M. Curry or affiliated companies.
Tabular information concerning salaries, bonuses and other types of
compensation payable to executive officers has not been included in the
annual report. As noted above, the Partnership has no executive officers.
The levels of compensation payable to the General Partner and/or its
affiliates is limited by the terms of the Partnership Agreement and may not
be increased therefrom on a discretionary basis.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
(a) Security Ownership of Certain Beneficial Owners
The General Partner owns all of the outstanding general partnership
interests of APT Housing Partners Limited Partnership. One person is known
to own beneficially in excess of 5% of the outstanding limited partnership
interests.
<PAGE>
As of March 19, 1997, the ownership interests by the General Partner and its
affiliates and holders of 5% or greater of outstanding limited partnership
interests is as listed:
Title Name and Address of Amount and Nature of Percentage of
of Class Beneficial Ownership Beneficial Ownership Class
General APT Asset Management, $ 2,000 Capital contribution- 2.000%
Partner- Inc. directly
ship 500 West Cummings Park owned
Interest Suite 6050
Woburn, MA 01801
Limited John M. Curry $ 5,000 Capital contribution- .1351%
Partner- 211 Commodore Dr. (5 units) directly
ship Jupiter, FL 33477 owned
Interest
Chistopher Burden $ 275,000 Capital contribution- 7.4324%
731 Hospital Trust (275 units)directly
Providence, RI 02903 owned
APT Asset Management $ 7,000 Capital contribution- 1.7568%
Inc. (65 units)directly
500 West Cummings Park owned
Suite 6050
Woburn, MA 01801
(b) Changes in Control
None
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
The Partnership has and will continue to have certain relationships with
affiliates of the General Partner, as discussed in Item 11 and also Note 5
to the financial statements in Item 14, which is incorporated herein by
reference. However, there have been no direct financial transactions
between the Partnership and the directors and officers of the General Partner.
<PAGE>
PART IV
ITEM 14. FINANCIAL STATEMENTS, SCHEDULES, EXHIBITS AND REPORT ON FORM 8K
Page
(a) 1. Financial Statements
Independent Auditor's Report of Robert Ercolini & Company 16 - 17
Independent Auditor's Report of Tonneson & Company C.P.A.s, P.C. 18
Balance Sheets as of December 31, 1996 and 1995 19
Statements of Income for the years ended
December 31, 1996, 1995 and 1994 20
Statements of Partners' Capital (Deficiency) for the years ended
December 31, 1996, 1995 and 1994 21
Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994 22
Notes to Financial Statements 23 - 26
(a) 2. Financial Statement Schedules
Schedules Applicable to Local Limited Partnerships
Schedule III - Real Estate and Accumulated Depreciation as of
December 31, 1996 27
Schedule IV - Mortgage Loans on Real Estate as of December 31,
1996 28
All other financial statement schedules have been omitted because
the required information is shown in the financial statements or
notes thereto or they are not applicable.
Individual financial statements of the Local Limited Partnerships
for the years ended December 31, 1996, 1995 and 1994
-Ashland Commons Associates 29 -39
-Rockledge Apartments Associates 40 -50
(a) 3. Exhibits
The exhibits listed on the accompanying Index to Exhibits on page
51 are filed as part of this report or incorporated herein by
reference.
(b) Reports on Form 8-K
The Partnership filed a report on Form 8-K dated December 1, 1995
reporting a change in registrant's certifying accountants under
Item 4.
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Partners of
APT Housing Partners Limited Partnership
Woburn, Massachusetts
We have audited the accompanying balance sheets of APT Housing Partners
Limited Partnership (a Massachusetts Limited Partnership) as of December 31,
1996 and 1995, and the related statements of income, partners' capital
(deficiency), and cash flows for the years 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 audits. We did not audit the financial statements of Ashland Commons
and Rockledge Apartments Associates ("Local Limited Partnerships"), the
investments in which, as discussed in Note 3 to the financial statements,
are accounted for by the equity method of accounting. The Partnership's
cumulative share of losses of and distributions from the Local Limited
Partnerships have exceeded its investments therein. Accordingly, the
Partnership has reduced the investments to zero and has suspended
application of the equity method. The financial statements of the Local
Limited Partnerships were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts
includedfor the Local Limited Partnerships, is based solely on the reports
of the other auditors. The financial statements of APT Housing Partners
Limited Partnership for the year ended December 31, 1994, were audited by
other auditors whose report dated February 18, 1995, expressed an
unqualified opinion on those statements.
We conducted our audits 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
freeon the reports of the other auditors. The financial statements of
APT Housing Partners Limited Partnership for the year ended December 31,
1994, were audited by other auditors whose report dated February 18, 1995,
expressed an unqualified opinion on those statements.
In our opinion, based on our audits and the reports of other auditors, the
1996 and 1995 financial statements referred to above present fairly, in all
material respects, the financial position of APT Housing Partners Limited
Partnership as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
<PAGE>
Our audits were made for the purpose of forming an opinion on the basic
1996 and 1995 financial statements taken as a whole. The supplemental
schedules listed in the accompanying index on page 15 are presented for
purposes of complying with the Securities and Exchange Commission's rules
and are not a required part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the
audits of the basic financial statements. In our opinion, which insofar as
it relates to amounts included for the Local Limited Partnerships, is based
on the reports of other auditors, these schedules fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic 1996 and 1995 financial statements taken as a whole.
Robert Ercolini & Company LLP
Boston, Massachusetts
March 19, 1997
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Partners of
APT Housing Partners Limited Partnership
We have audited the accompanying statements of income, partners' capital
(deficit) and cash flows of APT Housing Partners Limited Partnership (a
Massachusetts Limited Partnership) for the year ended December 31, 1994.
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 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 provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of APT
Housing Partners Limited Partnership for the year ended December 31, 1994
in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the accompanying index on page 15 are presented for purposes of complying
with the Securities and Exchange Commission's rules and are not a required
part of the basic financial statements. Information for 1994 has been
subjected to the auditing procedures applied in the audit of the basic
financial statements, and in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.
Tonneson & Company C.P.A.'s P.C.
Wakefield, Massachusetts
February 18, 1995
<PAGE>
APT HOUSING PARTNERS LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS
December 31,
1996 1995
Investment in Local Limited Partnerships $ - $ -
Cash and cash equivalents 64,360 20,946
Total assets $64,360 $20,946
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
Liabilities:
Accrued expenses -
Affiliate $9,091 $9,078
Professional fees 8,500 8,500
Total liabilities 17,591 17,578
Commitments and contingencies
Partners' capital (deficiency):
General partner ( 38,390) ( 39,258)
Limited partner, 3,700 partnership units
authorized, issued and outstanding 85,159 42,626
Total partners' capital (deficiency) 46,769 3,368
Total liabilities and
partners' capital (deficiency) $64,360 $20,946
See notes to financial statements.
<PAGE>
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF INCOME
For the years ended December 31,
1996 1995 1994
Interest income $1,389 $1,884 $4,843
Operating expenses:
Management fees - affiliate 37,141 37,353 37,547
Administrative 8,750 9,595 9,166
Total operating expenses 45,891 46,948 46,713
Loss before share of losses of
and distributions from
Local Limited Partnerships (44,502) ( 45,064) ( 41,870)
Distribution from Local Limited
Partnership 87,903 87,064 82,255
Share of losses of Local
Limited Partnerships - - -
Net income $43,401 $42,000 $40,385
Limited partners'
interest in net income $42,533 $41,160 $39,577
Weighted average number of
outstanding limited
partnership units $ 3,700 3,700 3,700
Net income per limited
partnership unit $11.50 $11.12 $10.70
See notes to financial statements.
<PAGE>
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
General Limited
Partner Partners Total
Balance, December 31, 1993 ($36,906) $157,889 $120,983
Net income 808 39,577 40,385
Balance, December 31, 1994 ( 36,098) 197,466 161,368
Net income 840 41,160 42,000
Distributions ( 4,000) ( 196,000) ( 200,000)
Balance, December 31, 1995 ($39,258) $42,626 $3,368
Net income 868 42,533 43,401
Balance, December 31, 1996 ($38,390) $85,159 $46,769
<PAGE>
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the years ended December 31,
1996 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $43,401 $42,000 $40,385
Adjustments to reconcile net income
to net cash provided by
operating activities:
Change in operating assets and
liabilities:
Increase (decrease) in accrued
expenses 13 ( 194) 74
Net cash provided by operating
activities 43,414 41,806 40,459
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to limited partners - (196,000) -
Distributions to general partner - ( 4,000) -
Net cash used in financing activities - (200,000) -
Net increase (decrease) in cash and cash
equivalents 43,414 ( 154,194) 40,459
Cash and cash equivalents, beginning of year 20,946 179,140 138,681
Cash and cash equivalents, end of year $64,360 $20,946 $179,140
See notes to financial statements.
<PAGE>
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1. Organization and summary of significant accounting policies:
Organization:
APT Housing Partners Limited Partnership ("the Partnership"), organized as a
Massachusetts Limited Partnership on June 8, 1983, was formed to invest in
other Local Limited Partnerships ("the Local Limited Partnerships") which
own and operate existing residential rental housing developments that are
financed or operated with assistance from Federal, state and/or local
governmental agencies. The Partnership has limited partnership interests
in two Local Limited Partnerships, with a total of 156 residential apartment
units, located within the Commonwealth of Massachusetts.
The general partner of the Partnership is APT Asset Management, Inc. APT
Asset Management, Inc. also owns 65 limited partnership units which it
acquired at an aggregate cost of $7,000 during 1996. The Partnership
Agreement, as amended, authorized the issuance of 3,700 limited partnership
units, all of which were issued and are outstanding.
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.
Investment in Local Limited Partnerships:
The Partnership accounts for its investments in the Local Limited
Partnerships by the equity method. Accordingly, the investments are carried
at cost, adjusted for the Partnership's proportionate share of earnings or
losses. The Partnership's share of losses on an investment is recognized
only to the extent of the investment. Distributions received are reflected
as reductions of the investments. Once an investment balance has been
reduced to zero, subsequent distributions received by the Partnership
are recognized as income.
Income taxes:
Federal and state income taxes are not included in the accompanying
financial statements because these taxes, if any, are the responsibility of
the individual Partners.
Statement of cash flows:
For purposes of the statement of cash flows, the Partnership considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents. Cash equivalents consist of money market funds
and are carried at cost which approximates their market values.
<PAGE>
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - CONTINUED
1. Organization and summary of significant accounting policies - continued:
Net income per limited partnership unit:
Net income per limited partnership unit is computed by dividing net income
available to limited partnership units by the weighted average number of
outstanding limited partnership units during the year.
Reclassifications:
Certain reclassifications have been made to the 1994 financial statements
to conform with the presentation format of the 1996 and 1995 financial
statements.
2. Allocation of benefits:
In accordance with the Partnership Agreement, income, losses, credits and
distributions are allocated 2% to the General Partner and 98% to the Limited
Partners.
During 1995, the Partnership made distributions of $4,000 to the General
Partner and $196,000 to the Limited Partners. The distributions to the
Limited Partners amounted to $52.97 per limited partnership unit.
3. Investment in Local Limited Partnerships:
The Partnership has investments in two Local Limited Partnerships, Ashland
Commons Associates ("Ashland") and Rockledge Apartments Associates
("Rockledge"). The Partnership's investments consist of $1,143,695 for a
95.5% limited partnership interest in Ashland which owns an apartment
complex of 96 units located in Ashland, Massachusetts and $543,900 for a
97% limited partnership interest in Rockledge which owns an apartment
complex of 60 units located in Wakefield, Massachusetts.
The Local Limited Partnerships receive governmental assistance under
programs which restrict the payment of annual cash distributions to the
owners to specified maximum distributable amounts and to available surplus
cash, as defined in the applicable Regulatory Agreement between the
governmental agency and the Local Limited Partnership. Undistributed
amounts are cumulative and may be distributed in subsequent years if there
is available surplus cash. Based upon the Partnership's ownership interest
in each of the Local Limited Partnerships, the maximum annual distributable
amounts that can be made to the Partnership from Ashland and Rockledge are
$87,903 and $9,552, respectively.
For the years ended December 31, 1996, 1995 and 1994, the aggregate share of
losses of the Local Limited Partnerships attributable to the Partnership
amounted to $11,813, $22,868, and $67,109, respectively. The Partnership's
cumulative share of losses of the Local Limited Partnerships exceeded its
investments by $395,577 at December 31, 1996 and $383,764 at December 31,
1995. Accordingly, the investments have been reduced to zero and have not
<PAGE>
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - CONTINUED
3. Investment in Local Limited Partnerships - continued:
been reflected in the accompanying financial statements, and the Partnership
has discontinued the application of the equity method. The Partnership will
resume applying the equity method only after its allocable share of the net
income of the Local Limited Partnerships equals the share of net losses not
previously recognized during the period the equity method was suspended.
The Partnership's tax bases of the investments in the Local Limited
Partnerships aggregate ($3,469,767) and ($3,394,850) at December 31, 1996
and 1995, respectively.
During 1996, 1995 and 1994, the Partnership received distributions of
$87,903, $87,064, and $82,255, respectively, from Ashland which were
received subsequent to the reduction of the Partnership's investment
balance to zero. Accordingly, these distributions have been included as
income in the accompanying statements of income.
Summarized audited balance sheet information on a combined basis for the
Local Limited Partnerships as of December 31, 1996 and 1995 was as follows:
December 31,
1996 1,995
Rental property $7,597,934 $7,597,934
Accumulated depreciation ( 3,773,556) ( 3,507,367)
Cash and cash equivalents 464,868 525,355
Restricted assets and deposits 601,273 487,541
Other assets 119,041 131,550
Total assets 5,009,560 5,235,013
Mortgage loans payable 5,991,356 6,035,522
Other liabilities 168,384 245,547
Total liabilities 6,159,740 6,281,069
Partners' capital (deficiency) ($1,150,180) ($1,046,056)
Composition of partners' capital (deficiency):
General partners ($97,262) ($87,855)
Limited Partners (1,052,918) ( 958,201)
Partners' capital (deficiency) ($1,150,180) ($1,046,056)
<PAGE>
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - CONTINUED
3. Investment in Local Limited Partnerships - continued:
Summarized audited income statement information on a combined basis for the
Local Limited Partnerships for the years ended December 31, 1996, 1995 and
1994 was as follows:
For the year ended December 31,
1996 1995 1994
Revenues $1,649,703 $1,662,624 $1,742,732
Net income (loss) ($12,079) ($19,241) ($70,337)
4. Cash and cash equivalents:
The Partnership maintains cash and cash equivalent balances in a financial
institution located in the Commonwealth of Massachusetts. Accounts in the
institution are insured by the Federal Deposit Insurance Corporation (FDIC)
up to $100,000. At December 31, 1996 and 1995, the Partnership's cash and
cash equivalent balances in this financial institution were fully insured.
5. Transactions with related parties:
American Investment Team, Inc., an affiliate of the General Partner of the
Partnership, receives an annual program management fee. This fee is for
managing the affairs of the Partnership and for providing investor services
to the Limited Partners. The fee is equal to .5% of invested assets plus
the Local Limited Partnerships' annualized outstanding nonrecourse mortgage
debt. Program management fees charged to operations for the years ended
December 31, 1996, 1995 and 1994 amounted to $37,141, $37,353, and $37,547,
respectively. Of these amounts, $9,091 and $9,078 remained unpaid at December
31, 1996 and 1995, respectively.
6. Fair value of financial instruments:
The fair values of the Partnership's financial instruments have been
determined at a specific point in time, based on relevant market information
and information about the financial instrument. Estimates of fair value are
subjective in nature and involve uncertainties and matters of significant
judgment and therefore cannot be determined with precision. Changes in
assumptions could affect the estimates.
The carrying amounts of cash and cash equivalents and accrued expenses at
December 31, 1996 and 1995 approximate their fair values because of the
short-term maturity of these instruments.
<PAGE>
APT HOUSING PARTNERS LIMITED PARTNERSHIP
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION OF LOCAL LIMITED PARTNERSHIPS
Property Pledged as Collateral
DECEMBER 31, 1996
Descr- Encum Initial Cost to Cost Gross Amount at Accum- Year Date Life
iption branc- Partnership Capi- which Carried ulated of Acqu- on
es Land Buildings tali- At Close of Depre- Cons- ired which
and zed Period ciati- truc- Depr
Improve- Subs- ation tion/ ecia
ments equent Reno- tion
to Ac- Land Building Total vation in
quisi- and Imp- (c) Late-
tion: rovements est
Impro- Inco-
vements me
Stat-
ement
is
Comp-
uted
Apartment Complexes
Rockledge Apartments Associates
Wakefield, MA (a) $90,000 $1,426,190 $462,170 $90,000 $1,888,360 $1,978,360
$1,077,953 1,973 June, 1984 25 years
Ashland Commons Associates
Ashland, MA (a) 215,210 5,560,343 ( 155,979)(b) 215,210 5,404,364
5,619,574 2,695,603 1,982 March, 1984 25 years
$305,210 $6,986,533 $306,191 $305,210 $7,292,724 $7,597,934 $3,773,556
(a) Properties are subject to mortgage notes as shown in Schedule IV.
(b) Net of retirements
(c) The aggregate cost for Federal income tax purposes at December 31 ,1996
is as follows:
Rockledge Apartments Associates - $1,978,360
Ashland Commons Associates - 4,970,347
Total $6,948,707
Cost of Property and Equipment Accumulated Depreciation
Year Ended December 31,
1996 1995 1994 1996 1995 1994
Balance
at
beginning
of period $7,597,934 $7,597,934 $7,597,934 $3,507,367 $3,241,178 $2,974,989
Additions
during period:
Improvements
Depreciation
expense 266,189 266,189 266,189
Reductions during period:
Dispositions
Balance at end
of period $7,597,934 $7,597,934 $7,597,934 $3,773,556 $3,507,367 $3,241,178
<PAGE>
APT HOUSING PARTNERS LIMITED PARTNERSHIP
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE OF LOCAL LIMITED PARTNERSHIPS
DECEMBER 31, 1996
Mortgage Interest Final Periodic Prior Face Carrying Principal Amount
Loan rate(s) Maturity Payment Liens Amount Amount of Loans Subject
Date Terms of of to Delinquent
Mort- Mortgages Principal or
gages (a) Interest
______ _______ _______ _______ _____ _____ _________ _______________
Rockledge
Apartments
Associates 7.5485% 7/1/19 monthly None $1,477,000 $1,252,527 None
Ashland
Commons
Associates 11.728% 5/1/24 monthly None 5,108,100 4,738,829 None
$6,585,100 $5,991,356
(a) The aggregate carrying amounts for Federal income tax purposes at
December 31, 1996 is the same as those amounts listed above.
Carrying Amount of Mortgages
Year Ended December 31,
1996 1995 1994
Balance at beginning of period $6,035,522 $6,075,751 $6,112,416
Additions during period:
New mortgage loans
Other (describe)
Deductions during period:
Payments of principal ( 44,166) ( 40,229) ( 36,665)
Other (describe) ________ ________ ________
Balance at end of period $5,991,356 $6,035,522 $6,075,751
<PAGE>
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
REPORT ON FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1996
<PAGE>
CONTENTS
Page
Auditors' Report 3
Financial Statements:
Balance Sheet 4
Statement of Profit and Loss 5
Statement of Partners' Deficit 6
Statement of Cash Flows 7
Summary of Accounting Policies 9
Notes to Financial Statements 10
<PAGE>
February 4, 1997
To the Partners of
Ashland Commons Associates
Woburn, Massachusetts
We have audited the accompanying balance sheet of Ashland Commons Associates,
HUD Project No. 023-35279, (a limited partnership) as of December 31, 1996
and the related statements of profit and loss, 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 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 Ashland Commons
Associates as of December 31, 1996, and the results of its operations and
its cash flows for the year then ended in conformity with generally
accepted accounting principles.
<PAGE>
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
BALANCE SHEET
DECEMBER 31, 1996
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $300,024
Tenants: Accounts Receivable 3,059
Property Insurance 572
Mortgage Insurance 9,873
Total Current Assets 313,528
DEPOSITS HELD IN TRUST - FUNDED
Tenants' Security Deposits (Contra) 14,503
Total Deposits Held in Trust 14,503
RESTRICTED DEPOSITS AND FUNDED RESERVES
Mortgage Escrow Deposits 61,340
Reserve for Replacements 225,309
Residual Receipts 85,458
Total Deposits 372,107
FIXED ASSETS
Land 215,210
Building (Mortgaged) - Note 2 5,404,364
Less Accumulated Depreciation 2,695,603
2,923,971
OTHER ASSETS
Deferred Charges 98,341
$3,722,450
<PAGE>
LIABILITIES AND PARTNERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable $28,096
Accrued Interest Payable 46,314
Mortgage Payable - Current Portion 24,934
Rent Deferred Credits 1
Total Current Liabilities 99,345
DEPOSIT LIABILITIES
Tenants' Security Deposits (Contra) 13,912
Total Deposits Liabilities 13,912
LONG-TERM LIABILITIES
Mortgage Loan Payable - Note 2 4,738,829
Less: Current Portion 24,934
Total Long-Term Liabilities 4,713,895
Total Liabilities 4,827,152
COMMITMENTS AND CONTINGENCIES - NOTES 2,3, AND 4
PARTNERS' DEFICIT - Note 4:
General Partners (100,679)
Limited Partners (1,004,023)
Total Partners' Deficit (1,104,702)
$3,722,450
See accompanying summary of accounting policies
and notes to financial statements.
<PAGE>
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED DECEMBER 31, 1996
REVENUES:
Rental income, less vacancies of $2,216 $1,230,592
Interest income 35,152
Miscellaneous income 2,333
Total revenues 1,253,919
COST OF OPERATIONS:
Repairs and maintenance $126,134
Salaries and wages 114,301
Real estate taxes 72,905
Management fee (Note 3) 48,516
Utilities 33,938
Administrative 32,102
Insurance 35,575
Payroll taxes 11,329 474,800
Income before interest expenses,
and depreciation and amortization 793,277
INTEREST EXPENSE, including MIP of $23,746 580,735
Income before depreciation and amortization 212,542
DEPRECIATION AND AMORTIZATION 206,104
NET INCOME $6,438
Net Income to General Partners $290
Net Income to Limited Partners $6,148
See accompanying summary of accounting policies
and notes to financial statements.
<PAGE>
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
STATEMENT OF PARTNERS' DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 1996
General Limited
Total Partner Partners
BALANCE, at December 31, 1995 $ (1,019,095) $ (96,827) $ (922,268)
Net income for the period 6,438 290 6,148
Distributions (92,045) (4,142) (87,903)
BALANCE, at December 31, 1996 $ (1,104,702) $ (100,679)$ (1,004,023)
Percent of interest in profit
and losses 100% 4.5% 95.5%
See accompanying summary of accounting policies
and notes to financial statements.
<PAGE>
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1996
OPERATING ACTIVITIES:
Rental Income $ 1,230,899
Interest Income 35,152
Other Income 2,333
1,268,384
Administrative expenses 31,923
Management fee 48,177
Operating and maintenance expenses 168,840
Payrolls 124,064
Utilities 44,047
Real estate taxes and escrow deposits 73,619
Payroll taxes 11,329
Insurance 21,220
Interest on mortgage 557,206
Mortgage insurance premium 29,836
Tenant security deposits 591
1,110,852
Net cash provided by operating activities 157,532
INVESTING ACTIVITIES:
Increase in residual receipts fund (24,092)
Increase in reserve for replacements - net (39,870)
Net cash used by investing activities (63,962)
FINANCING ACTIVITIES:
Partners' distributions (92,045)
Mortgage principal payments (22,187)
Net cash used by financing activities (114,232)
Net decrease in cash (20,662)
CASH, at beginning of year 320,686
CASH, at end of year $ 300,024
See accompanying summary of accounting policies
and notes to financial statements.
<PAGE>
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1996
(Continued)
Cash Flows from Operating Activities:
Net income $ 6,438
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and Amortization 206,104
Changes in operating assets and liabilities:
Decrease in tenants' rents receivable 393
Decrease in prepaid expenses 9
Increase in tenants' security deposits (1,860)
Decrease in mortgage escrow deposits 7,173
Decrease in accounts payable and accrued
expenses (61,908)
Increase in tenants' security deposits
payable 1,269
Decrease in prepaid rents (86)
Net cash provided by operating activities $ 157,532
<PAGE>
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
Financial Statements are prepared on the accrual basis and all development
and construction costs were capitalized. The partnership, for tax purposes,
charged to expense certain costs, such as interest and real estate taxes
during construction. Accordingly, the cost of property and equipment shown
in these statements includes $649,227 which has been deducted for tax
purposes.
The balance sheet does not give effect to any assets that the partners may
have outside their interest in the partnership, nor to any personal
obligations, including income taxes, of the individual partners.
PROPERTY, EQUIPMENT AND DEPRECIATION
Property and equipment are stated at cost. Depreciation of buildings is
based on a 25 year life using the straight-line method for financial
reporting purposes. For income tax purposes, accelerated depreciation
methods are used.
AMORTIZATION
Amortization of financing costs is based on a forty year life using the
straight-line method for both financial reporting and income tax purposes.
INCOME TAXES
The partnership, as an entity, is not subject to income tax. The
partners' share of the loss for tax purposes is includable in their income
tax returns.
CASH AND CASH EQUIVALENTS
For purposes of statement of cash flows, the Partnership considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
<PAGE>
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - GENERAL
Ashland Commons Associates is a Massachusetts limited partnership which was
formed on September 29, 1982 for the purpose of owning, rehabilitating and
operating a multi-unit apartment complex containing 96 residential units
under the provisions of Section 221 (d)(4) of the National Housing Act.
The partnership has a Section 8 contract with HUD to receive rent subsidy
equal to approximately 85% of the total rental income. This contract
expires September, 2002.
NOTE 2 - MORTGAGE LOAN PAYABLE
The mortgage note is insured by the Federal Housing Administration (FHA)
and is payable in monthly installments of approximately $48,283, including
interest at 11.728% per annum, through 2024. Annual principal payments
will average approximately $31,917 each year for the next five years.
The partnership is required to make monthly payments of $2,094 into a fund
for replacements. Withdrawals from this fund can only be made upon the
approval of the Federal Housing Commissioner.
Management believes it is not practical to estimate fair market value of
the mortgaged property because it is not determinable as to whether
financing with similar characteristics is currently available to the
partnership.
The partnership and its partners have no personal liability on the mortgage
loan; the mortgaged property is the only collateral for the loan.
NOTE 3 - RELATED PARTY TRANSACTIONS
The partnership pays a 4.5% management fee based on gross revenues collected,
which, at present, is capped at $43 PUPM, to an affiliate of a general
partner, and also $506 per month for bookkeeping. Further, the management
company is reimbursed at cost for salaries and wages and related employee
expenses such as payroll taxes, health insurance, disability insurance,
workers compensation and other insurance.
NOTE 4 - CAPITAL DISTRIBUTION RESTRICTION
No distribution of assets may be made except from "surplus cash" as defined
in the regulatory agreement with the Federal Housing Administration. Total
distributions are limited to $92,045 per annum as allowed by MHFA.
<PAGE>
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
REPORT ON FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1996
<PAGE>
CONTENTS
Page
Auditors' Report 3
Financial Statements:
Balance Sheet 4
Statement of Profit and Loss 5
Statement of Partners' Equity (Deficit) 6
Statement of Cash Flows 7
Summary of Accounting Policies 8
Notes to Financial Statements 9
<PAGE>
February 5, 1997
To the Partners of
Rockledge Apartments Associates
Woburn, Massachusetts
We have audited the accompanying balance sheet of Rockledge Apartments
Associates, MHFA Project No. 71-187-N, (a limited partnership) as of
December 31, 1996 and the related statements of operations, partners'
equity (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 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 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 Rockledge Apartments
Associates as of December 31, 1996, and the results of its operations and
its cash flows for the year then ended in conformity with generally
accepted accounting principles.
<PAGE>
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
BALANCE SHEET
DECEMBER 31, 1996
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $164,844
Tenants: Accounts Receivable 7,196
Total Current Assets 172,040
DEPOSITS HELD IN TRUST - FUNDED
Tenants' Security Deposits (Contra) 25,103
Total Deposits Held in Trust 25,103
RESTRICTED DEPOSITS AND FUNDED RESERVES
Mortgage Escrow Deposits 16,219
Reserve for Replacements 173,341
Total Deposits 189,560
FIXED ASSETS
Land 90,000
Building (Mortgaged) - Note 2 1,888,360
Less Accumulated Depreciation 1,077,953
900,407
$1,287,110
<PAGE>
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $18,804
Accrued Interest Payable 1,977
Mortgage Payable - Current Portion 23,584
Total Current Liabilities 44,365
DEPOSIT LIABILITIES
Tenants' Security Deposits (Contra) 23,358
Total Deposits Liabilities 23,358
LONG-TERM LIABILITIES
Note payable to affiliate - Note 335,922
Mortgage Loan Payable - Note 2 1,252,527
Less: Current Portion 23,584
Total Long-Term Liabilities 1,264,865
Total Liabilities 1,332,588
COMMITMENTS AND CONTINGENCIES - NOTES 2,3, AND 4
PARTNERS' EQUITY (DEFICIT) - Note 4:
General Partners 3,417
Limited Partners (48,895)
Total Partners' Deficit (45,478)
$1,287,110
See accompanying summary of accounting policies
and notes to financial statements.
<PAGE>
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED DECEMBER 31, 1996
REVENUES:
Rental income, less vacancies of $10,596 $376,348
Interest income 18,848
Miscellaneous income 587
Total revenues 395,783
COST OF OPERATIONS:
Repairs and maintenance $111,343
Salaries and wages 67,501
Real estate taxes 24,035
Management fee (Note 4) 22,793
Utilities 46,256
Administrative 27,066
Insurance 5,548
Payroll taxes and employee
benefits 16,012 320,604
Income before interest expenses,
and depreciation and amortization 75,179
INTEREST EXPENSE (Notes 2 and 3) 28,648
Income before depreciation and amortization 46,531
DEPRECIATION AND AMORTIZATION 65,048
NET LOSS $(18,517)
Net Loss to General Partners $ 556
Net Loss to Limited Partners $ 17,967
See accompanying summary of accounting policies
and notes to financial statements.
<PAGE>
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 1996
General Limited
Total Partner Partners
BALANCE, at December 31, 1995 $ (26,961) $ 4,215 $ (31,176)
Net loss for the period (18,517) (556) (17,961)
BALANCE, at December 31, 1996 $ (45,478) $ 3,659 $ (49,137)
Percent of interest in profit
and losses 100% 3% 97%
See accompanying summary of accounting policies
and notes to financial statements.
<PAGE>
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1996
OPERATING ACTIVITIES:
Net loss $ (18,517)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and Amortization 65,048
Changes in operating assets and liabilities:
Decrease in tenants' rents receivable 7,144
Increase in tenants' security deposits (1,017)
Decrease in mortgage escrow deposits 1,201
Decrease in accounts payable and accrued expenses (8,185)
Decrease in tenants' security deposits payable (510)
Net cash provided by operating activities 45,164
INVESTING ACTIVITIES:
Increase in reserve for replacements - net (55,267)
FINANCING ACTIVITIES:
Note payable to affiliate principal payments (7,743)
Mortgage principal payments (21,979)
Net cash used by financing activities (29,722)
Net decrease in cash and cash equivalents (39,825)
CASH AND CASH EQUIVALENTS, at beginning of year 204,669
CASH AND CASH EQUIVALENTS, at end of year $164,844
Disclosure of Accounting Policy and Supplemental Information:
Supplemental Disclosures of Cash Flow information:
Cash paid during the year for interest $106,766
See accompanying summary of accounting policies
and notes to financial statements.
<PAGE>
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
Financial Statements are prepared on the accrual basis and all development
and construction costs were capitalized.
The balance sheet does not give effect to any assets that the partners may
have outside their interest in the partnership, nor to any personal
obligations, including income taxes, of the individual partners.
PROPERTY, EQUIPMENT AND DEPRECIATION
Property and equipment are stated at cost. Depreciation of buildings and
equipment is based on a twenty-five year life and a five year life
respectively. The ACRS method is used for tax purposes.
INCOME TAXES
The partnership, as an entity, is not subject to income tax. The partners'
share of the loss for tax purposes is includable in their income tax returns.
CASH AND CASH EQUIVALENTS
For purposes of statement of cash flows, the Partnership considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
<PAGE>
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - GENERAL
Rockledge Apartments Associates is a Massachusetts limited partnership
which was formed on February 24, 1973 for the purpose of owning,
rehabilitating and operating a multi-unit apartment complex containing 60
residential units. The partnership has a contract with HUD to receive rent
subsidy equal to approximately 84% of the total rental income. The contract
expires in May, 2018.
NOTE 2 - MORTGAGE LOAN PAYABLE
The mortgage note is payable to the Massachusetts Housing Finance Agency
(MHFA) over a forty year period, in monthly installments of approximately
$3,841 (after interest subsidy payments of $6,597 monthly), including
interest at 7.5485% per annum, through 2018. Principal payments for the
next five years are as follows:
1997 23,584
1998 25,310
1999 27,116
2000 29,163
2001 31,311
The partnership is required to make monthly payments of $7,858 to MHFA for
real estate taxes, insurance, and a reserve for replacements. Withdrawals
must have the approval of MHFA.
Management believes it is not practical to estimate fair market value of
the mortgaged property because it is not determinable as to whether
financing with similar characteristics is currently available to the
partnership.
The partnership and its partners have no personal liability on the mortgage
loan; the mortgaged property is the only collateral for the loan.
NOTE 3 - NOTES PAYABLE
The note payable to affiliate bears interest at the rate of 12% per annum
for a period of 15 years at which time the note is payable in full.
Interest is payable only from Distributable Cash and residual amounts of
Net Capital Transactions proceeds.
<PAGE>
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 4 - RELATED PARTY TRANSACTIONS
The partnership pays to an affiliate of a general partner a monthly
management fee of 6% rents collected and a monthly bookkeeping fee of
$375, and an annual fee of $1,862 to another affiliate of a general partner.
NOTE 5 - CAPITAL DISTRIBUTION RESTRICTION
No distribution of assets may be made except from "surplus cash" as defined
in the regulatory agreement with the MHFA. Annual distributions are limited
to $9,847, as allowed by MHFA.
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description Page
(3) Articles of Incorporation and By-laws: The registrant
is not incorporated. The partnership Agreement was filed
with the registrant's Registration Statement on Form S-11
(#2-84474) and is incorporated herein by reference.
(10.1) Purchase and Sale Agreement, dated as of March 30, 1984,
relating to Ashland Commons Associates (filed with
Registrant's Form 8-K dated March 30, 1984 and incorporated
herein by reference).
(10.2) Purchase and Sale Agreement, dated as of April 30, 1984,
relating to Historic Cohoes, II (filed with Registrant's
Form 8-K dated April 30, 1984 and incorporated herein by
reference).
(10.3) Purchase and Sale Agreement, dated as of June 22, 1984,
relating to Rockledge Apartment Associates (filed with
Registrant's Form 8-K dated June 22, 1984 and incorporated
herein by reference).
(10.4) Withdrawal of APT Housing Partners Limited Partners as a
Limited Partner in a Local Limited Partnership, dated as of
December 18, 1986, relating to Historic Cohoes, II, (filed
with Registrant's Form 8-K dated March 30, 1987 and
incorporated herein by reference).
(16) Letter regarding change in certifying accountant. 52
(27) Financial data schedule. 53
<PAGE>
TONNESON & COMPANY C.P.A.'s P.C.
CERTIFIED PUBLIC ACCOUNTANTS
530 Edgewater Drive
Wakefield, MA 01880
(617) 245-9999
Fax (617) 245-8731
December 8, 1995
Securities and Exchange Commission
450 5th Street N.W.
Washington, DC 20549
Gentlemen:
We have been furnished with a copy of the response to item 4 of Form 8-K
for the event that occurred on December 1, 1995, to be filed by our former
client, APT Housing Partners Limited Partnership. We agree with the
statements made in response to that Item insofar as they relate to our Firm.
Sincerely,
Tonneson & Company C.P.A.'s P.C.
<PAGE>
APT HOUSING PARTNERS LIMITED PARTNERSHIP
FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the
balance sheets and statements of income on pages 19 through 20 of the
Partnership's 1996 Annual Report on Form 10-K and is qualified in its
entirety by reference to such financial statements.
Item Number Item Description Year End
1996
5-02(1) Cash and cash items $64,360
5-02(2) Marketable securities -0-
5-02(3)(a)(1) Notes and accounts receivable-trade -0-
5-02(4) Allowance for doubtful accounts -0-
5-02(6) Inventory -0-
5-02(9) Total current assets 64,360
5-02(13) Property, plant and equipment -0-
5-02(14) Accumulated depreciation -0-
5-02(18) Total assets 64,360
5-02(21) Total current liabilities 17,591
5-02(22) Bonds, mortgages and similar debt -0-
5-02(28) Preferred stock-mandatory redemption -0-
5-02(29) Preferred stock-no mandatory redemption -0-
5-02(30) Common stock -0-
5-02(31) Other stockholders' equity 46,769
5-02(32) Total liabilities and stockholders' equity 64,360
Item Number Item Description Year Ended
1996
5-03(b)1(a) Net sales of tangible products $-0-
5-03(b)1 Total revenues 89,292
5-03(b)2(a) Cost of tangible goods sold -0-
5-03(b)2 Total costs and expenses applicable to sales and
revenues -0-
5-03(b)3 Other costs and expenses 45,891
5-03(b)5 Provision for doubtful accounts and notes -0-
5-03(b)(8) Interest and amortization of debt discount -0-
5-03(b)(10) Income before taxes and other items 43,401
5-03(b)(11) Income tax expense -0-
5-03(b)(14) Income/loss continuing operations 43,401
5-03(b)(15) Discontinued operations -0-
5-03(b)(17) Extraordinary items -0-
5-03(b)(18) Cumulative effect- changes in accounting principles -0-
5-03(b)(19) Net income or loss 43,401
5-03(b)(20) Earnings per share-primary 11.50
5-03(b)(20) Earnings per share-fully diluted 11.50
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
By: APT Asset Management, Inc.
General Partner
By: [SIGNATURE]
Date Jeff Ewing - President
APT ASSET MANAGEMENT, INC.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 64360
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 64360
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 64360
<CURRENT-LIABILITIES> 17591
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 46769
<TOTAL-LIABILITY-AND-EQUITY> 64360
<SALES> 0
<TOTAL-REVENUES> 89292
<CGS> 0
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<OTHER-EXPENSES> 45891
<LOSS-PROVISION> 0
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<INCOME-PRETAX> 43401
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</TABLE>
