NATIONAL HOUSING PARTNERSHIP REALTY FUND I
10-Q, 1996-08-05
REAL ESTATE
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<PAGE>   1

                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

                         COMMISSION FILE NUMBER 0-13465


                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
             (Exact name of registrant as specified in its charter)



                  MARYLAND                               52-1358879
        (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)                Identification No.)



                               8065 LEESBURG PIKE
                                   SUITE 400
                          VIENNA, VIRGINIA 22182-2738
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (703) 394-2400
              (Registrant's telephone number, including area code)

                             1225 EYE STREET, N.W.
                             WASHINGTON, D.C. 20005
              (Former name, former address and former fiscal year,
                         if changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   X         No 
   ------          ------
<PAGE>   2



PART 1 - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                        STATEMENTS OF FINANCIAL POSITION


<TABLE>
<CAPTION>
                                                    June 30,               December 31,
                                                      1996                     1995
                                              --------------------       --------------------

                                    ASSETS
                                    ------
 <S>                                                  <C>                  <C>
 Cash and cash equivalents                            $ 45,930             $      356
 Distribution receivable                                11,957                 11,957
 Investments in and advances to                               
                                                              
  Local Limited Partnerships (Note 2)                  818,974                  -    
                                                       -------               --------

                                                      $876,861             $   12,313
                                                       =======               ========


                  LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
                  ------------------------------------------

 Liabilities:
  Administrative and reporting fee
    payable to General Partner (Note 3)                700,376                657,180
  Due to General Partner                                 9,911                  -
  Accrued expenses                                      20,683                 42,761
                                                       -------               --------
                                                       730,970                699,941
                                                       -------               --------

 Partners' equity (deficit):
  General Partner -- The National
    Housing Partnership (NHP)                          (93,906)              (102,241)
  Original Limited Partner --
    1133 Fifteenth Street Associates                   (98,806)              (107,141)
  Other Limited Partners -- 11,519
    investment units                                   338,603               (478,246)
                                                       -------               -------- 
                                                       145,891               (687,628)
                                                       -------               -------- 
                                                      $876,861             $   12,313
                                                       =======               ========
</TABLE>





                       See notes to financial statements.

                                      -1-
<PAGE>   3



                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 Three Months Ended June 30,           Six Months Ended June 30,
                                                                 ---------------------------           -------------------------
                                                                     1996           1995                  1996           1995
                                                                 -------------   -----------           ------------  -----------
<S>                                                                  <C>            <C>               <C>           <C>
REVENUES:                                                        
  Share of income from Local Limited                               
    Partnerships                                                      $ 11,469       $   -            $ 11,469      $   -
  Distributions and repayments received                           
    in excess of investment in and                                  
    advances to Local Limited Partnerships                              83,616           -              83,616          -
  Interest income                                                       24,278             112          24,613            771
                                                                       -------        --------         -------       --------
                                                                       119,363             112         119,698            771
                                                                       -------        --------         -------       --------
COSTS AND EXPENSES:                                             
  Administrative and reporting fees                               
    to General Partner (Note 3)                                         21,598          21,598          43,196         43,196
  Other operating expenses                                              11,373          13,234          27,016         24,731
                                                                       -------        --------         -------       --------
                                                                        32,971          34,832          70,212         67,927
                                                                       -------        --------         -------       --------
NET PROFIT (LOSS) BEFORE                                        
 EXTRAORDINARY ITEM                                                     86,392         (34,720)         49,486        (67,156)
                                                                 
EXTRAORDINARY ITEM - SHARE OF                                   
 GAIN ON EXTINGUISHMENT OF DEBT                                        784,033           -             784,033          -    
                                                                       -------        --------         -------       --------
                                                                 
NET PROFIT (LOSS)                                                     $870,425       $ (34,720)       $833,519      $ (67,156)
                                                                       =======        ========         =======       ======== 
NET PROFIT (LOSS) BEFORE                                        
 EXTRAORDINARY ITEM ASSIGNABLE                                    
 TO LIMITED PARTNERS                                                  $ 84,664       $ (34,024)       $ 48,496      $ (65,812)
                                                                 
EXTRAORDINARY ITEM - GAIN ON                                    
 EXTINGUISHMENT OF DEBT                                           
 ASSIGNABLE TO LIMITED PARTNERS                                        768,353           -             768,353          -    
                                                                       -------        --------         -------       --------
NET PROFIT (LOSS) ASSIGNABLE TO                                 
 LIMITED PARTNERS                                                     $853,017       $ (34,024)       $816,849      $ (65,812)
                                                                       =======        ========         =======       ======== 
NET PROFIT (LOSS) BEFORE                                        
 EXTRAORDINARY ITEM PER LIMITED                                 
 PARTNERSHIP INTEREST                                                 $      7       $      (3)       $      4      $      (6)
                                                                 
EXTRAORDINARY ITEM - GAIN ON                                    
 EXTINGUISHMENT OF DEBT PER                                     
 LIMITED PARTNERSHIP INTEREST                                               67           -                  67         -     
                                                                       -------        --------         -------       --------
NET PROFIT (LOSS) PER LIMITED                                   
 PARTNERSHIP INTEREST                                                 $     74       $      (3)       $     71      $      (6)
                                                                       =======        ========         =======       ======== 
</TABLE>





                       See notes to financial statements.

                                      -2-
<PAGE>   4



                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                    STATEMENT OF PARTNER'S EQUITY (DEFICIT)


<TABLE>
<CAPTION>
                                                The National        1133
                                                  Housing         Fifteenth        Other
                                                Partnership        Street         Limited
                                                   (NHP)         Associates      Partners         Total
                                               -------------     ----------      --------         -----
 <S>                                              <C>              <C>            <C>             <C>
 Deficit at January 1, 1996                       $(102,241)       $(107,141)     $(478,246)      $(687,628)

 Net profit -- six months ended
   June 30, 1996                                      8,335            8,335        816,849         833,519
                                                   --------         --------       --------        --------

 Equity (deficit) at June 30, 1996                $ (93,906)       $ (98,806)     $ 338,603       $ 145,891
                                                   ========         ========       ========        ========
 Percentage interest at
   June 30, 1996                                         1%               1%            98%            100%
                                                   ========         ========       ========        ======== 
                                                        (A)              (B)            (C)
</TABLE>

 (A) General Partner
 (B) Original Limited Partner
 (C) Consists of 11,519 investments units of 0.0085% held by 1,114 investors





                       See notes to financial statements.

                                      -3-
<PAGE>   5



                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>
                                                                                                   Six Months
                                                                                                  Ended June 30, 
                                                                                ----------------------------------------------
                                                                                              1996           1995
                                                                                              -----          ----
                 <S>                                                                    <C>              <C>
                 CASH FLOWS FROM OPERATING ACTIVITIES:
                      Distributions received in excess of investment
                        in and advances to Local Limited Partnerships                   $   47,004       $      -
                      Interest received                                                     24,613            771
                      Operating expenses paid                                              (49,094)       (40,231)
                                                                                         ---------        ------- 

                      Net cash provided by (used in) operating activities                   22,523        (39,460)
                                                                                         ---------        ------- 
                 CASH FLOWS FROM INVESTING ACTIVITIES:
                        Advances to Local Limited Partnerships                             (23,472)             -
                        Repayment of loans to Local Limited Partnerships                    36,612              -
                                                                                         ---------        ------- 

                           Net cash provided by investing activities                        13,140              -

                 CASH FLOWS FROM FINANCIAL ACTIVITIES:
                        Advances from General Partner                                        9,911              -
                                                                                         ---------        ------- 

                        Net increase (decrease) in cash and cash
                        equivalents                                                         45,574        (39,460)

                 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                356         47,636
                                                                                         ---------        -------

                 CASH AND CASH EQUIVALENTS, END OF PERIOD                               $   45,930       $  8,176
                                                                                         =========        =======

                 RECONCILIATION OF NET PROFIT (LOSS) TO NET CASH
                      PROVIDED BY (USED IN) OPERATING ACTIVITIES:
                        Net profit (loss)                                                  833,519       $(67,156)
                                                                                         ---------        -------
                        Adjustments to reconcile net loss to net cash
                          used in operating activities:
                           Share of income from Local Limited Partnerships                 (11,469)
                           Share of gain on extinguishment of debt                        (784,033)
                           Repayment of advances to Local Limited Partnerships             (36,612)
                           Increase in administrative and reporting fees payable            43,196         43,196
                           Decrease in other accrued expenses                              (22,078)       (15,500)
                                                                                         ---------        ------- 

                             Total adjustments                                            (810,996)        27,696
                                                                                         ---------        ------- 

                        Net cash provided by (used in) operating activities             $   22,523       $(39,460)
                                                                                         =========        =======
</TABLE>




                       See notes to financial statements.

                                      -4-
<PAGE>   6
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS




(1)      ACCOUNTING POLICIES

         ORGANIZATION

         National Housing Partnership Realty Fund I (the "Partnership") is a
         limited partnership organized under the laws of the State of Maryland
         under the Maryland Revised Uniform Limited Partnership Act on October
         21, 1983. The Partnership was formed for the purpose of raising
         capital by offering and selling limited partnership interests and then
         investing in limited partnerships ("Local Limited Partnerships"), each
         of which owns and operates an existing rental housing project which is
         financed and/or operated with one or more forms of rental assistance
         or financial assistance from the U.S.  Department of Housing and Urban
         Development ("HUD").

         The General Partner raised capital for the Partnership by offering and
         selling to additional limited partners 11,519 investment units at a
         price of $1,000 per unit. The Partnership acquired limited partnership
         interests ranging from 98% to 99% in ten Local Limited Partnerships,
         each of which was organized to acquire and operate an existing rental
         housing project.

         BASIS OF PRESENTATION

         The accompanying unaudited interim financial statements reflect all
         adjustments which are, in the opinion of management, necessary to a
         fair statement of the financial condition and results of operations
         for the interim periods presented. All such adjustments are of a
         normal and recurring nature.

         While the General Partner believes that the disclosures presented are
         adequate to make the information not misleading, it is suggested that
         these financial statements be read in conjunction with the financial
         statements and notes included in NHP Realty Fund I's Annual Report
         filed in Form 10-K for the year ended December 31, 1995.

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that effect 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.





                                      -5-
<PAGE>   7
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS




(2)      INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS

         The Partnership owns a 98% limited partnership interest in Gates Mills
         I Limited Partnership and 99% limited partnership interests in nine
         other Local Limited Partnerships. Because the Partnership, as a
         limited partner, does not exercise control over the activities of the
         Local Limited Partnerships in accordance with the partnership
         agreements, the investments in Local Limited Partnerships are
         accounted for using the equity method. Thus, the investments (and the
         advances made to the Local Limited Partnerships as discussed below)
         are carried at cost less the Partnership's share of the Local Limited
         Partnerships' losses and distributions. However, because the
         Partnership is not legally liable for the obligations of the Local
         Limited Partnerships, and is not otherwise committed to provide
         additional support to them, it does not recognize losses once its
         investments, reduced for its share of losses and cash distributions,
         reach zero in each of the individual Local Limited Partnerships. As of
         December 31, 1995, investments in all ten of the Local Limited
         Partnerships had been reduced to zero. However, during the six months
         ended June 30, 1996, Forest Green and Village Green Limited
         Partnerships completed discounted buyout agreements for early
         settlement of their deferred acquisition notes and related accrued
         interest payable, resulting in gains of $1,367,662 and $1,378,734,
         respectively, for the two Local Limited Partnerships. As a result, the
         Partnership has recorded its share of income and gain on
         extinguishment of debt, net of previously unrecorded losses of
         $1,934,899, in the two Local Limited Partnerships which amounted to
         $11,469 and $784,033, respectively, for the six months ended June 30,
         1996. The Partnership did not recognize $1,120,563 and $665,651 of
         losses, from the eight and ten Local Limited Partnerships during the
         six months ended June 30, 1996 and 1995, respectively. As of June 30,
         1996 and December 31, 1995, the Partnership has not recognized a total
         of $12,116,357 and $12,930,693, respectively, of its allocated share
         of cumulative losses from the Local Limited Partnerships in which its
         investment is zero.

         Advances made by the Partnership to the individual Local Limited
         Partnerships are considered part of the Partnership's investment in
         Local Limited Partnerships. When advances are made, they are charged
         to operations as a loss on investment in the Local Limited Partnership
         using previously unrecognized cumulative losses. As discussed above,
         due to the cumulative losses incurred by the Local Limited
         Partnerships, the aggregate balance of investments in and advances to
         Local Limited Partnerships has been reduced to zero at June 30, 1996
         and December 31, 1995, for eight and ten Local Limited Partnerships,
         respectively. To the extent these advances are repaid by the Local
         Limited Partnerships in the future, the repayments will be credited as
         distributions and repayments received in excess of investment in Local
         Limited Partnerships. These advances are carried as a payable to the
         Partnership by the Local Limited Partnerships.





                                      -6-
<PAGE>   8
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS





         During the six months ended June 30, 1996, the Partnership advanced
         $23,472 to Village Green Local Limited Partnership to complete a
         discounted buyout agreement for early settlement of the property's
         deferred acquisition note and accrued interest payable. No advances
         were made by the Partnership during the six months ended June 30,
         1995. During the six months ended June 30, 1996, repayments of
         advances of $36,612 and accrued interest of $24,277 were received from
         two Local Limited Partnerships. These repayments were credited as
         distributions and repayments received in excess of investment in Local
         Limited Partnerships. No repayments of advances were made to the
         Partnership during the six months ended June 30, 1995. The combined
         amount carried as due to the Partnership by the Local Limited
         Partnerships was $379,590 as of June 30, 1996.

         The following are combined statements of operations for the three
         months and six months ended June 30, 1996 and 1995, respectively, of
         the Local Limited Partnerships in which the Partnership has invested.
         The statements are compiled from financial statements of the Local
         Limited Partnerships, prepared on the accrual basis of accounting, as
         supplied by the management agents of the projects, and are unaudited.





                                      -7-
<PAGE>   9
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS




                       COMBINED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                              Three Months Ended                     Six Months Ended
                                                  June 30,                              June 30,            
                                      -----------------------------------    --------------------------------
                                           1996               1995               1996               1995
                                           ----               ----               ----               ----
<S>                                    <C>                 <C>                <C>                <C>
Rental income                          $ 1,837,637         $ 1,812,967        $ 3,636,725         $ 3,599,500
Other income                                86,109              76,939            167,267             124,191
                                        ----------          ----------         ----------          ----------

 Total income                            1,923,746           1,889,906          3,803,992           3,723,691
                                        ----------          ----------         ----------          ----------

Operating expenses                       1,333,119           1,164,106          2,569,154           2,314,677
Interest, taxes and
 insurance                                 875,399             835,949          1,765,233           1,508,296
Depreciation                               303,392             270,313            591,406             574,339
                                        ----------          ----------         ----------          ----------

 Total expenses                          2,511,910           2,270,368          4,925,793           4,397,312
                                        ----------          ----------         ----------          ----------
Net loss before
 extraordinary item                       (588,164)           (380,462)        (1,121,801)           (673,621)

Gain on extinguishment
 of debt                                 2,746,396               -              2,746,396               -    
                                        ----------          ----------         ----------          ----------

 Net profit (loss)                     $ 2,158,232         $  (380,462)       $ 1,624,595        $   (673,621)
                                        ==========          ==========         ==========          ========== 
National Housing
 Partnership Realty
 Fund I share of
 profits (losses)                      $ 2,137,384         $  (376,061)       $ 1,609,838        $   (665,651)
                                        ==========          ==========         ==========          ========== 
</TABLE>


(3)    TRANSACTIONS WITH THE GENERAL PARTNER

       During the six month periods ended June 30, 1996 and 1995, the
       Partnership accrued administrative and reporting fees payable to the
       General Partner in the amount of $43,196 for services provided to the
       Partnership. No payments for these fees were made during each of the
       respective periods. The amount due the General Partner by the
       Partnership was $700,376 and $657,180 at June 30, 1996 and December 31,
       1995, respectively.





                                      -8-
<PAGE>   10
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS





       During the six months ended June 30, 1996, the General Partner advanced
       $9,911 to the Partnership to fund operating expenses.  the amount owed
       to the General Partner by the Partnership for operating advances was
       $9,911 at June 30, 1996. Interest is charged on borrowings at the Chase
       Manhattan Bank rate of prime plus 2%. Accrued interest on this loan as
       of June 30, 1996 totaled $183.

       The advances and accrued administrative and reporting fees payable to
       the General Partner will be paid only as cash flow permits or from the
       sale or refinancing of one or more of the underlying properties of the
       Local Limited Partnerships.





                                      -9-
<PAGE>   11
ITEM 2 -         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS

                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)


LIQUIDITY AND CAPITAL RESOURCES

The properties in which the Partnership has invested, through its investments
in the Local Limited Partnerships, receive one or more forms of assistance from
Federal, state or local governments or agencies. As a result, the Local Limited
Partnerships' ability to transfer funds either to the Partnership or among
themselves in the form of cash distributions, loans or advances is generally
restricted by these government-assistance programs. These restrictions,
however, are not expected to impact the Partnership's ability to meet its cash
obligations.

Net cash provided by operations for the six months ended June 30, 1996 was
$22,523 as compared to cash used in operations of $39,460 for the six months
ended June 30, 1995. The increase in cash provided by operations resulted from
an increase in distributions received in excess of investment in and advances
to Local Limited Partnerships and an increase in interest income partially
offset by an increase in operating expenses paid during the six months ended
June 30, 1996 compared to the six months ended June 30, 1995.

During the six months ended June 30, 1996, the Partnership advanced $23,472 to
Village Green Local Limited Partnership to complete a discounted buyout
agreement for early settlement of the property's deferred acquisition note and
accrued interest payable. No advances were made by the Partnership during the
six months ended June 30, 1995. During the six months ended June 30, 1996,
repayments of advances of $36,612 and accrued interest of $24,277 were received
from two Local Limited Partnerships. These repayments were credited as
distributions and repayments received in excess of investment in Local Limited
Partnerships. No repayments of advances were made to the Partnership during the
six months ended June 30, 1995. The combined amount carried as due to the
Partnership by the Local Limited Partnerships was $379,590 as of June 30, 1996.

Distributions received from Local Limited Partnerships represent the
Partnership's proportionate share of the excess cash available for distribution
from the Local Limited Partnerships. As a result of the use of the equity
method of accounting for the Partnership's investments, as of June 30, 1996,
investments in eight of the ten Local Limited Partnerships had been reduced to
zero.  For these investments, cash distributions received are recorded in
income as distributions received in excess of investment in Local Limited
Partnerships. There were no cash distributions during the six months ended June
30, 1995. Cash distributions of $47,004 from two Local Limited Partnerships
were received during the six months ended June 30, 1996. The receipt of
distributions in future quarters and years is dependent upon the operations of
the underlying properties of the Local Limited Partnerships.



                                     -10-
<PAGE>   12
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
          MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS





Cash and cash equivalents amounted to $45,930 at June 30, 1996. The ability of
the Partnership to meet its on-going cash requirements, in excess of cash on
hand at June 30, 1996, is dependent upon the future receipt of distributions
from the Local Limited Partnerships or proceeds from sales or refinancing of
one or more of the underlying properties of the Local Limited Partnerships.
Cash on hand at June 30, 1996, plus any distributions from the underlying
operations of the combined Local Limited Partnerships is expected to adequately
fund the operations of the Partnership in the current year. However, there can
be no assurance that future distributions will be adequate to fund the
operations beyond the current year.

The Partnership currently owes the General Partner $700,376 for administrative
and reporting services performed. The payment of the unpaid administrative and
reporting fees will most likely result from the sale or refinancing of the
underlying properties of the Local Limited Partnerships, rather than through
recurring operations.

National Corporation for Housing Partnerships was a significant participant in
the drafting and passage of the Low Income Housing Preservation and Resident
Homeownership Act of 1990 (LIHPRHA). LIHPRHA creates a procedure under which
owners of properties assisted under the HUD Section 236 or 221(d)(3) program
may be eligible to receive financial incentives in return for agreeing to
extend their property's use as low income housing. When the appropriation for
the Department of Housing and Urban Development (which administers LIHPRHA) for
the 1996 fiscal year was approved, funding for the program was limited. The
appropriation for LIHPRHA for fiscal year 1996 was recently exhausted. None of
the Local Limited Partnerships received incentives under the program. At this
point, it is not clear whether LIHPRHA will receive funding from Congress in
future fiscal years. Even if the program receives funding, it is not certain
that any of the Local Limited Partnerships will receive incentives under
LIHPRHA.

All the Local Limited Partnerships in which the Partnership has invested carry
deferred acquisition notes due to the original owners of the Properties. In the
event of a default on these notes, the noteholders would assume ownership of
both NHP's and the Partnership's interests in the Local Limited Partnerships.
Notes related to the acquisition of Fairmeadows and Southridge had final
maturity dates in 1994, and the notes related to Gates Mills and Hurbell IV had
1994 due dates but were extended for five years. All of the other notes have
final maturity dates between 1997 and 1999.

The Fairmeadows and Southridge notes finally matured on September 24, 1994 and
October 18, 1994, respectively. The noteholders have not yet formally declared
the notes in default. The General Partner has been negotiating with the
noteholders to extend the maturity date of the notes. To date, these
negotiations have been unsuccessful. Should no agreement be reached, and the





                                      -11-
<PAGE>   13
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
          MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS




noteholders declare the notes in default and proceed to foreclose, the
Partnership may lose its interest in these Local Limited Partnerships. A loss
of interest in these Local Limited Partnerships may cause the partners in the
Partnership to incur adverse tax consequences. Such tax consequences will be
dependent on each partner's individual tax situation. The General Partner is
continuing efforts to renegotiate these notes. There can be no assurance that
the General Partner will be successful in its efforts to renegotiate the terms
of these notes.

On October 2, 1995, Village Green and Forest Green Limited Partnerships entered
into Note Purchase and Sale Agreements ("Agreements") for the discounted
purchase of the deferred acquisition notes due to the original owners of these
Properties. The Agreements require two installment payments totaling $175,000
for the purchase of each of the notes. The initial installment payments of
$120,000 each were made upon execution of the Agreements. The final
installments of $55,000 each were paid on May 1, 1996.

The Forest Green Local Limited Partnership paid the final installment with
surplus cash generated during 1995. The final installment for the Village Green
Local Limited Partnership was made with $21,201 of surplus cash generated
during 1995 and by obtaining partner loans from the Partnership and the General
Partner of $23,472 and $237, respectively. As a result of the payment of the
final installments, the balances of the total deferred acquisition notes
payable and related accrued interest have been reduced to zero, resulting in
gains on extinguishment of debt of $1,367,662 and $1,378,734 for Forest Green
and Village Green Limited Partnerships, respectively, for the six months ended
June 30, 1996.

RESULTS OF OPERATIONS

The Partnership has invested as a limited partner in Local Limited Partnerships
which operate ten rental housing properties. In prior years, results of
operations of NHP Realty Fund I were significantly impacted by the
Partnership's share of the losses of the Local Limited Partnerships. These
losses included depreciation and accrued deferred acquisition note interest
expense which are noncash in nature. Because the investments in and advances to
Local Limited Partnerships have been reduced to zero in prior years, the
Partnership's share of the operations of the Local Limited Partnerships is no
longer being recorded. However, during the six months ended June 30, 1996,
Forest Green and Village Green Limited Partnerships completed discounted buyout
agreements for early settlement of their deferred acquisition notes and related
accrued interest payable, resulting in gains of $1,367,662 and $1,378,734,
respectively, for the two Local Limited Partnerships. As a result, the
Partnership has recorded its share of income and gain on extinguishment of debt
of $11,469 and $784,033, respectively, net of previously unrecorded losses, in
the two Local Limited Partnerships for the six months ended June 30, 1996.





                                      -12-
<PAGE>   14
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
          MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS




The Partnership realized a net profit before extraordinary item of $49,486 for
the six months ended June 30, 1996, compared to a net loss of $67,156 for the
six months ended September 30, 1995. Net profit before extraordinary item per
unit of limited partnership interest was $4 compared to a net loss per unit of
$6 for the 11,519 units outstanding for both periods. The increase in net
profit before extraordinary item was primarily due to the increases in share of
income from Local Limited Partnerships, distributions received in excess of
investment in and advances to Local Limited Partnerships and interest income.
Additionally, the Partnership recognized a gain from extinguishment of debt of
$784,033 due to the early settlement of the deferred acquisition notes for
Village Green and Forest Green during the six months ended June 30, 1996. There
was no such gain recognized during the six months ended June 30, 1995. The
Partnership did not recognize $1,120,563 of its allocated share of losses
before extraordinary item from the eight Local Limited Partnerships for the six
months ended June 30, 1996, as the Partnership's net carrying basis in these
Partnerships had been reduced to zero. The Partnership's share of operating
losses from the Local Limited Partnerships, if not limited to its investment
account balance, would have increased $443,443 between periods, primarily due
to an increase in operating expenses and interest accrued on deferred
acquisition notes for Fairmeadows and Southridge Limited Partnerships.





                                      -13-
<PAGE>   15



                                   SIGNATURES



         Pursuant to the requirements 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.



                             NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                             ------------------------------------------
                             (Registrant)
                             
                             
                             By:     The National Housing Partnership,
                                     its sole General Partner
                             
                             
                             By:     National Corporation for Housing
                                     Partnerships, its sole General Partner
                             
                             
                             
August 5, 1996               By:                        /s/
- --------------                       -----------------------------------------
                                     Jeffrey J. Ochs
                                     As Vice President and Chief Accounting 
                                       Officer





                                     -14-

<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          45,930
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                57,887
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 876,861
<CURRENT-LIABILITIES>                          730,970
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     145,891
<TOTAL-LIABILITY-AND-EQUITY>                   876,861
<SALES>                                              0
<TOTAL-REVENUES>                               119,698
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                70,212
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 49,486
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             49,486
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                784,033
<CHANGES>                                            0
<NET-INCOME>                                   833,519
<EPS-PRIMARY>                                       71
<EPS-DILUTED>                                       71
        

</TABLE>


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