<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, 1997
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
(Address of principal executive offices)
(Zip Code)
(703) 394-2400
(Registrant's telephone number, including area code)
NOT APPLICABLE
(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,
1997 December 31,
(Unaudited) 1996
------------ ------------
ASSETS
------
<S> <C> <C>
Cash and cash equivalents $ 30,816 $ 62,193
Investments in and advances to Local Limited Partnerships (Note 2) 796,720 828,284
-------- --------
$827,536 $890,477
======== ========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
------------------------------------------
Liabilities:
Administrative and reporting fee payable to General Partner (Note 3) $786,768 $743,572
Due to General Partner 9,911 9,911
Accrued interest on partner loans 1,425 844
Accrued expenses 19,500 38,920
-------- --------
817,604 793,247
-------- --------
Partners' equity (deficit):
General Partner -- The National Housing Partnership (NHP) (95,265) (94,392)
Original Limited Partner -- 1133 Fifteenth Street Associates (100,165) (99,292)
Other Limited Partners -- 11,519 investment units 205,362 290,914
-------- --------
9,932 97,230
-------- --------
$827,536 $890,477
======== ========
</TABLE>
See notes to financial statements.
-1-
<PAGE> 3
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
(A MARYLAND LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- --------------------------
1997 1996 1997 1996
------- ------- ------ ------
<S> <C> <C> <C> <C>
REVENUES:
Share of income from Local Limited Partnerships $ 506 $ 11,469 $ - $ 11,469
Distributions and repayments received in excess
of investment in Local Limited Partnerships 11,686 83,616 11,686 83,616
Interest income 303 24,278 639 24,613
--------- -------- ---------- ---------
12,495 119,363 12,325 119,698
--------- -------- ---------- ---------
COSTS AND EXPENSES:
Share of losses from Local Limited Partnerships - - 31,564 -
Administrative and reporting fees to
General Partner (Note 3) 21,598 21,598 43,196 43,196
Interest on Partner loans 303 120 581 183
Other operating expenses 11,320 11,253 24,282 26,833
--------- -------- ---------- ---------
33,221 32,971 99,623 70,212
--------- -------- ---------- ---------
NET (LOSS) PROFIT BEFORE
EXTRAORDINARY ITEM (20,726) 86,392 (87,298) 49,486
EXTRAORDINARY ITEM - SHARE OF GAIN
ON EXTINGUISHMENT OF DEBT - 784,033 - 784,033
--------- -------- ---------- --------
NET (LOSS) PROFIT $ (20,726) $870,425 $ (87,298) $833,519
========== ======== ========== ========
NET (LOSS) PROFIT BEFORE EXTRAORDINARY
ITEM ASSIGNABLE TO LIMITED PARTNERS $ (20,312) $ 84,664 $ (85,552) $ 48,496
EXTRAORDINARY ITEM - GAIN ON
EXTINGUISHMENT OF DEBT ASSIGNABLE
TO LIMITED PARTNERS - 768,353 - 768,353
---------- -------- ---------- --------
NET (LOSS) PROFIT ASSIGNABLE TO
LIMITED PARTNERS $ (20,312) $853,017 $ (85,552) $816,849
========== ======== ========== ========
NET (LOSS) PROFIT BEFORE EXTRAORDINARY
ITEM PER LIMITED PARTNERSHIP INTEREST $ (2) $ 7 $ (7) $ 4
EXTRAORDINARY ITEM - GAIN ON
EXTINGUISHMENT OF DEBT PER LIMITED
PARTNERSHIP INTEREST - 67 - 67
---------- -------- ---------- --------
NET (LOSS) PROFIT PER LIMITED
PARTNERSHIP INTEREST $ (2) $ 74 $ (7) $ 71
========== ======== ========== ========
</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)
(UNAUDITED)
<TABLE>
<CAPTION>
The National 1133
Housing Fifteenth Other
Partnership Street Limited
(NHP) Associates Partners Total
----------- ---------- -------- -----
<S> <C> <C> <C> <C>
Deficit at January 1, 1997 $(94,392) $ (99,292) $290,914 $ 97,230
Net loss -- six months ended
June 30, 1997 (873) (873) (85,552) (87,298)
-------- -------- ------- -----------
Deficit at June 30, 1997 $(95,265) $(100,165) $205,362 $ 9,932
======== ======== ======== ===========
Percentage interest at June 30, 1997 1% 1% 98% 100%
========= ========= ======== ===========
(A) (B) (C)
</TABLE>
(A) General Partner
(B) Original Limited Partner
(C) Consists of 11,519 investment units of 0.0085% held by 1,113 investors
See notes to financial statements.
-3-
<PAGE> 5
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
(A MARYLAND LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------------------
1997 1996
------------ ------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Distributions received in excess of investment in
Local Limited Partnerships $ 11,686 $ 47,004
Interest received 639 24,613
Operating expenses paid (43,702) (49,094)
-------- ---------
Net cash (used in) provided by operating activities (31,377) 22,523
-------- ---------
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 ACTIVITES:
Advances from General Partner - 9,911
-------- ---------
Net (decrease) increase in cash and cash equivalents (31,377) 45,574
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 62,193 356
-------- ---------
cash AND CASH EQUIVALENTS, END OF PERIOD $ 30,816 $ 45,930
======== =========
RECONCILIATION OF NET (LOSS) PROFIT TO NET
CASH (USED IN) PROVIDED BY OPERATING
ACTIVITIES:
Net (loss) profit $(87,298) $ 833,519
-------- --------
Adjustments to reconcile net (loss) profit to net cash
(used in) provided by operating activities:
Share of (losses) income from Local Limited
Partnerships 31,564 (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
Increase in accrued interest on Partner loans 581 183
Decrease in other accrued expenses (19,420) (22,261)
-------- --------
Total adjustments 55,921 (810,996)
-------- --------
Net cash (used in) provided by operating activities $(31,377) $22,523
======== =======
</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.
On June 3, 1997, Apartment Investment and Management Company, a
Maryland corporation ("AIMCO" and, together with its subsidiaries and
other controlled entities, the "AIMCO Group"), acquired all of the
issued and outstanding capital stock of NHP Partners, Inc., a Delaware
corporation ("NHP Partners"), and the AIMCO Group acquired all of the
outstanding interests in NHP Partners Two Limited Partnership, a
Delaware limited partnership ("NHP Partners Two"). The Acquisition was
made pursuant to a Real Estate Acquisition Agreement, dated as of May
22, 1997 (the "Agreement"), by and among AIMCO, AIMCO Properties,
L.P., a Delaware limited partnership (the "Operating Partnership"),
Demeter Holdings Corporation, a Massachusetts corporation ("Demeter"),
Phemus Corporation, a Massachusetts corporation ("Phemus"), Capricorn
Investors, L.P., a Delaware limited partnership ("Capricorn"), J.
Roderick Heller, III and NHP Partners Two LLC, a Delaware limited
liability company ("NHP Partners Two LLC"). NHP Partners owns all of
the outstanding capital stock of the National Corporation for Housing
Partnerships, a District of Columbia corporation ("NCHP"), which is
the general partner of The National Housing Partnership, a District
of Columbia limited partnership (the "NHP Partnership"). Together,
NCHP and NHP Partners Two own all of the outstanding partnership
interests in the NHP Partnership. The NHP Partnership is the general
partner of National Housing Partnership Realty Fund I (a
Maryland Limited Partnership) (the "Registrant"). As a result
of these transactions, the AIMCO Group has acquired control of
the general partner of the Registrant and, therefore, may be
deemed to have acquired control of the Registrant.
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, 1996.
-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
June 30, 1997 and December 31, 1996, investments in eight of the ten
Local Limited Partnerships had been reduced to zero. As a result, the
Partnership did not recognize $708,110 and $1,120,563 of losses from
Local Limited Partnerships during the six months ended June 30, 1997
and 1996, respectively. As of June 30, 1997 and December 31, 1996, the
Partnership has not recognized a total of $13,925,494 and $13,217,384,
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 eight of the Local Limited
Partnerships, the aggregate balance of investments in and advances to
Local Limited Partnerships, for these eight Local Limited
Partnerships, has been reduced to zero at June 30, 1997 and December
31, 1996. To the extent these advances are repaid by the Local Limited
Partnerships in the future, the repayments will be credited as
distributions in excess of investment in Local Limited Partnerships.
These advances are carried as a payable to the Partnership by the
Local Limited Partnerships.
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,
1997. 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, 1997. The combined
amount carried as due to the Partnership by the Local Limited
Partnerships was $379,590 as of June 30, 1997.
The following are combined statements of operations for the three and
six months ended June 30, 1997 and 1996, 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.
-6-
<PAGE> 8
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,
--------------------------------- -------------------------------
1997 1996 1997 1996
---------------- ---------------- ---------------- -----------
<S> <C> <C> <C> <C>
Rental income $ 1,822,124 $ 1,837,637 $ 3,656,556 $3,636,725
Other income 49,752 86,109 94,056 167,267
---------- ---------- ------------ ---------
Total income 1,871,876 1,923,746 3,750,612 3,803,992
---------- ---------- ---------- ---------
Operating expenses 1,303,585 1,333,119 2,649,537 2,569,154
Interest, taxes and insurance 608,262 875,399 1,253,924 1,765,233
Depreciation 296,250 303,392 595,909 591,406
--------- ---------- ----------- ---------
Total expenses 2,208,097 2,511,910 4,499,370 4,925,793
--------- ---------- ---------- ---------
Net loss before extraordinary item (336,221) (588,164) (748,758) (1,121,801)
Gain on extinguishment of debt - 2,746,396 - 2,746,396
--------- ---------- ----------- ---------
Net (loss) profit $ (336,221) $ 2,158,232 $ (748,758) $ 1,624,595
========= =========== ========== =========
National Housing Partnership
Realty Fund I share of (losses) profits $ (332,148) $ 2,137,384 $ (739,674) $ 1,609,838
========= =========== ========== =========
</TABLE>
(3) TRANSACTIONS WITH THE GENERAL PARTNER
During the six month periods ended June 30, 1997 and 1996, the
Partnership accrued administrative and reporting fees payable to the
General Partner in the amount of $43,196 for services provided to the
Partnership. The Partnership did not make any payments to the General
Partner for these fees during each of the respective periods. The
amount due the General Partner by the Partnership for administrative
and reporting fees was $786,768 and $743,572 at June 30, 1997 and
December 31, 1996, respectively.
During the six months ended June 30, 1996 the General Partner
advanced $9,911 to the Partnership to fund operating expenses. No
advances were made during the six months ended June 30, 1997. No
repayments of working capital advances were made during the six
months ended June 30, 1997 and 1996. The amount owed to the General
Partner at June 30, 1997 and December 31, 1996, was $9,911. Interest
is charged on borrowings at the Chase Manhattan Bank rate of prime
plus 2%. Accrued interest on this loan amounted to $1,425 and $844 at
June 30, 1997 and December 31, 1996, respectively.
The advances and accrued administrative and reporting fees
payable to the General Partner will be paid as cash flow permits or
from proceeds generated from the sale or refinancing of one or more of
the underlying properties of the Local Limited Partnerships.
-7-
<PAGE> 9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
(A MARYLAND LIMITED PARTNERSHIP)
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements in certain circumstances.
Certain information included in this Report and other Partnership
filings (collectively "SEC Filings") under the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended (as
well as information communicated orally or in writing between the
dates of such SEC Filings) contains or may contain information that is
forward looking, including statements regarding the effect of
government regulations. Actual results may differ materially from
those described in the forward-looking statements and will be
affected by a variety of factors including national and local economic
conditions, the general level of interest rates, terms of governmental
regulations that affect the Partnership and interpretations of those
regulations, the competitive environment in which the properties owned
by the Local Limited Partnerships operate, the availability of working
capital and dispositions of properties owned by the 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.
For the past several years, various proposals have been advanced by
the United States Department of Housing and Urban Development ("HUD"),
Congress and others proposing the restructuring of HUD's rental
assistance programs under Section 8 of the United States Housing Act
of 1937 ("Section 8"), under which 1,213 units, 77 percent of the
total units owned by the properties in which the Partnership has
invested, receive rental subsidies. One such proposal has recently
been introduced in the U.S. Senate, and two such proposals have
recently been introduced in the U.S. House of Representatives. Three
such proposals are now pending before Congress. These proposals
generally seek to lower subsidized rents to market levels, thereby
reducing rent subsidies, and to lower required debt service costs as
needed to ensure financial viability at the reduced rents and rent
subsidies, but vary greatly as to how that result is to be achieved.
Some proposals include a phase-out of project-based subsidies on a
property-by-property basis upon expiration of a property's Housing
Assistance Payments Contract ("HAP Contract"), with a conversion to a
tenant-based subsidy. Under a tenant-based system, rent vouchers would
be issued to qualified tenants who then could elect to reside at a
property of their choice, provided the tenant has the financial
ability to pay the difference between the selected property's monthly
rent and the value of the vouchers, which would be established based
on HUD's regulated fair market rent for that geographical area.
Congress has not yet accepted any of these restructuring proposals.
With respect to HAP Contracts expiring on or before September 30,
1997, Congress has elected to renew expiring HAP Contracts for one
year terms, generally at existing rents. Congress is now considering
what action to take with respect to HAP Contracts expiring October 1,
1997 through September 30, 1998. While the Partnership does not
believe that the proposed changes would result in a significant number
of tenants relocating from properties owned by the Local Limited
Partnerships, there can be no assurance that the proposed changes
would not significantly affect the operations of the properties of the
Local Limited Partnerships. Furthermore, there can be no assurance
that changes in federal subsidies will not be more restrictive than
those currently proposed or that other changes in policy will not
occur. Any such changes could have an adverse effect on the operation
of the Partnership.
Net cash used in operations for the six months ended June 30, 1997 was
$31,377 as compared to cash provided by operations of $22,523 for the
six months ended June 30, 1996. The increase in cash used in
operations resulted from a
-8-
<PAGE> 10
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
(A MARYLAND LIMITED PARTNERSHIP)
MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
decrease in interest received and a decrease in distributions received
in excess of investment in Local Limited Partnerships during the six
months ended June 30, 1997 compared to the six months ended June 30,
1996.
No working capital advances or repayments occurred between the
Partnership and the Local Limited Partnerships during the six months
ended June 30, 1997 and 1996. The combined amount carried as due to
the Partnership by the Local Limited Partnerships was $379,590 as of
June 30, 1997.
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, 1997, investments in eight 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. For
those investments not reduced to zero, distributions received are
recorded as distributions from Local Limited Partnerships. Cash
distributions of $11,686 and $47,004 were received during the six
months ended June 30, 1997 and 1996, respectively. The receipt of
distributions in future quarters and years is dependent upon the
operations of the underlying properties of the Local Limited
Partnerships.
Cash and cash equivalents amounted to $30,816 at June 30, 1997. The
ability of the Partnership to meet its on-going cash requirements, in
excess of cash on hand at June 30, 1997, 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,
1997, 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 $786,768 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.
Eight of the Local Limited Partnerships in which the Partnership has
invested have deferred acquisition notes due the original owner of
each Property. With the exception of Fairmeadows and Southridge, whose
notes were extended to 2011 during 1996, these notes will reach final
maturity between 1997 and 1999. These notes are secured by both the
Partnership's and The National Housing Partnership's interests in the
Local Limited Partnerships. In the event of a default on the notes,
the noteholders would be able to assume The National Housing
Partnership's and the Partnership's interests in the Local Limited
Partnerships.
Griffith Limited Partnership has a deferred acquisition note and
related accrued interest due on October 31, 1997, which raises
substantial doubt about the Local Limited Partnership's ability to
continue as a going concern. The Local Limited Partnership's continued
existence as a going concern is dependent on the ability to repay,
refinance, restructure, or renegotiate this note. The General
Partner's intentions are to negotiate with the noteholder to arrange a
satisfactory workout plan which will allow the Local Limited
Partnership to maintain ownership of the property. Should no agreement
be reached and the note matures absent a sale or refinancing which
produces sufficient funds to repay the note in full, a default would
occur on the note. Such default could lead to a foreclosure by the
noteholder of the security underlying the note such that the
Partnership may lose its interest in the Griffith Limited Partnership.
Should the Partnership lose its interest in Griffith Limited
Partnership, partners in the Partnership may incur adverse tax
consequences. The impact of the tax consequences is dependent upon
each partner's individual tax situation.
-9-
<PAGE> 11
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
(A MARYLAND LIMITED PARTNERSHIP)
MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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. Eight
of the ten investments in Local Limited Partnerships have been reduced
to zero. As a result, the Partnership's operations are no longer being
affected by its share of the operations from these eight partnerships.
The Partnership has recorded its share of income or losses in the
remaining two Local Limited Partnerships which amounted to losses of
$31,564 for the six months ended June 30, 1997, and income of $11,469
for the six months ended June 30, 1996.
The Partnership realized a net loss before extraordinary item of
$87,298 for the six months ended June 30, 1997, compared to a net
profit of $49,486 for the six months ended June 30, 1996. Net loss
before extraordinary item per unit of limited partnership interest was
$7 compared to a net profit per unit of $4 for the 11,519 units
outstanding for both periods. The change in net loss/profit before
extraordinary item was primarily due to the decreases 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, 1997. The Partnership did not
recognize $708,110 of its allocated share of losses from eight Local
Limited Partnerships for the six months June 30, 1997, as the
Partnership's net carrying basis in these Local Limited 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 decreased $369,420 between periods,
primarily due to a decrease in interest accrued on deferred
acquisition notes for Forest Green, Village Green, Fairmeadows and
Southridge, partially offset by an increase in operating expenses.
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No.
2.1 Real Estate Agreement, dated as of May 22,
1997, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P.,
Demeter Holdings Corporation, Phemus
Corporation, Capricorn Investors, L.P., J.
Roderick Heller, III and NHP Partners Two LLC
(Exhibit 2.1 to the Partnership's report on
Form 8-K, dated June 3, 1997, is incorporated
herein by reference).
(b) Report on Form 8-K
The Partnership filed a report on Form 8-K, dated
June 3, 1997, filed with the commission on June 17,
1997, reporting events under Item 1, Changes in
Control of the Registrant. The Partnership reported
that on June 3, 1997, Apartment Investment and
Management Company, a Maryland corporation ("AIMCO"
and, together with its subsidiaries and other
controlled entities, the "AIMCO Group"), acquired all
of the issued and outstanding capital stock of NHP
Partners, Inc., a Delaware
-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
corporation ("NHP Partners"), and the AIMCO Group
acquired all of the outstanding interests in NHP
Partners Two Limited Partnership, a Delaware limited
partnership ("NHP Partners Two"). The Acquisition was
made pursuant to a Real Estate Acquisition Agreement,
dated as of May 22, 1997 (the "Agreement"), by and
among AIMCO, AIMCO Properties, L.P., a Delaware
limited partnership (the "Operating Partnership"),
Demeter Holdings Corporation, a Massachusetts
corporation ("Demeter"), Phemus Corporation, a
Massachusetts corporation ("Phemus"), Capricorn
Investors, L.P., a Delaware limited partnership
("Capricorn"), J. Roderick Heller, III and NHP
Partners Two LLC, a Delaware limited liability
company ("NHP Partners Two LLC"). NHP Partners owns
all of the outstanding capital stock of the National
Corporation for Housing Partnerships, a District of
Columbia corporation ("NCHP"), which is the general
partner of The National Housing Partnership, a
District of Columbia limited partnership (the "NHP
Partnership"). Together, NCHP and NHP Partners Two
own all of the outstanding partnership interests in
the NHP Partnership. The NHP Partnership is the
general partner of National Housing Partnership
Realty Fund I (a Maryland Limited Partnership) (the
"Registrant"). As a result of these transactions, the
AIMCO Group has acquired control of the general
partner of the Registrant and, therefore, may be
deemed to have acquired control of the Registrant.
-11-
<PAGE> 13
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 12, 1997 By: /s/
- --------------- ----------------------------------------------
Jeffrey J. Ochs
As Vice President and Chief Accounting Officer
-12-
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