<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 SEPTEMBER 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>
September 30,
1997 December 31,
(Unaudited) 1996
-------- --------
<S> <C> <C>
ASSETS
------
Cash and cash equivalents $ 29,180 $ 62,193
Investments in and advances to Local Limited Partnerships (Note 2) 774,481 828,284
-------- --------
$803,661 $890,477
======== ========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
------------------------------------------
Liabilities:
Administrative and reporting fee payable to General Partner (Note 3) $808,366 $743,572
Due to General Partner 9,911 9,911
Accrued interest on partner loans 1,736 844
Accrued expenses 28,500 38,920
-------- --------
848,513 793,247
-------- --------
Partners' equity (deficit):
General Partner -- The National Housing Partnership (NHP) (95,813) (94,392)
Original Limited Partner -- 1133 Fifteenth Street Associates (100,713) (99,292)
Other Limited Partners -- 11,519 investment units 151,674 290,914
-------- --------
(44,852) 97,230
-------- --------
$803,661 $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 Nine Months Ended
September 30, September 30,
----------------------- -----------------------
1997 1996 1997 1996
-------- -------- --------- --------
<S> <C> <C> <C> <C>
REVENUES:
Share of income from Local Limited Partnerships $ - $ 2,634 $ - $ 14,103
Distributions and repayments received in excess
of investment in Local Limited Partnerships - - 11,686 83,616
Interest income 70 689 709 25,302
-------- -------- --------- --------
70 3,323 12,395 123,021
-------- -------- --------- --------
COSTS AND EXPENSES:
Share of losses from Local Limited Partnerships 22,239 - 53,803 -
Administrative and reporting fees to
General Partner (Note 3) 21,598 21,598 64,794 64,794
Interest on Partner loans 311 270 892 566
Other operating expenses 10,706 13,453 34,988 40,173
-------- -------- --------- --------
54,854 35,321 154,477 105,533
-------- -------- --------- --------
NET (LOSS) PROFIT BEFORE
EXTRAORDINARY ITEM (54,784) (31,998) (142,082) 17,488
EXTRAORDINARY ITEM - SHARE OF GAIN
ON EXTINGUISHMENT OF DEBT - - - 784,033
-------- -------- --------- --------
NET (LOSS) PROFIT $(54,784) $(31,998) $(142,082) $801,521
======== ======== ========= ========
NET (LOSS) PROFIT BEFORE EXTRAORDINARY
ITEM ASSIGNABLE TO LIMITED PARTNERS $(53,688) $(31,260) $(139,240) $ 17,136
EXTRAORDINARY ITEM - GAIN ON
EXTINGUISHMENT OF DEBT ASSIGNABLE
TO LIMITED PARTNERS - - - 768,353
-------- -------- --------- --------
NET (LOSS) PROFIT ASSIGNABLE TO
LIMITED PARTNERS $(53,688) $(31,360) $(139,240) $785,489
======== ======== ========= ========
NET (LOSS) PROFIT BEFORE EXTRAORDINARY
ITEM PER LIMITED PARTNERSHIP INTEREST $ (5) $ (3) $ (12) $ 1
EXTRAORDINARY ITEM - GAIN ON
EXTINGUISHMENT OF DEBT PER LIMITED
PARTNERSHIP INTEREST - - - 67
-------- -------- --------- --------
NET (LOSS) PROFIT PER LIMITED
PARTNERSHIP INTEREST $ (5) $ (3) $ (12) $ 68
======== ======== ========= ========
</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>
Equity (deficit) at January 1, 1997 $(94,392) (99,292) $ 290,914 $ 97,230
Net loss -- nine months ended
September 30, 1997 (1,421) (1,421) (139,240) (142,082)
-------- --------- --------- ---------
Equity (deficit) at September 30, 1997 $(95,813) $(100,713) $ 151,674 $ (44,852)
======== ========= ========= =========
Percentage interest at
September 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>
Nine Months Ended September 30,
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Distributions received in excess of investment in
Local Limited Partnerships $ 11,686 $ 47,004
Interest received 709 25,302
Operating expenses paid (45,408) (52,934)
--------- ---------
Net cash (used in) provided by operating activities (33,013) 19,372
--------- ---------
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 (33,013) 42,423
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 62,193 356
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 29,180 $ 42,779
========= =========
RECONCILIATION OF NET (LOSS) PROFIT TO NET
CASH (USED IN) PROVIDED BY OPERATING
ACTIVITIES:
Net (loss) profit $(142,082) $ 801,521
--------- ---------
Adjustments to reconcile net (loss) profit to net cash
(used in) provided by operating activities:
Share of losses (income) from Local Limited
Partnerships 53,803 (14,103)
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 64,794 64,794
Increase in accrued interest on Partner loans 892 566
Decrease in other accrued expenses (10,420) (12,761)
--------- ---------
Total adjustments 109,069 (782,149)
--------- ---------
Net cash (used in) provided by operating activities $ (33,013) $ 19,372
========= =========
</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 September 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 $1,184,908 and $1,495,847
of losses from Local Limited Partnerships during the nine months
ended September 30, 1997 and 1996, respectively. As of September 30,
1997 and December 31, 1996, the Partnership has not recognized a
total of $14,402,292 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 to a Local Limited
Partnership for which the Partnership carries its investment at zero,
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 September 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 nine months ended September 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 nine months ended
September 30, 1997. During the nine months ended September 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 nine months ended September
30, 1997. The combined amount carried as due to the Partnership by
the Local Limited Partnerships was $379,590 as of September 30, 1997.
The following are combined statements of operations for the three and
nine months ended September 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
<TABLE>
<CAPTION>
COMBINED STATEMENTS OF OPERATIONS
---------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------- --------------------------------
1997 1996 1997 1996
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Rental income $1,815,518 $1,824,183 $ 5,472,074 $ 5,460,908
Other income 57,007 87,570 151,063 254,837
---------- ---------- ----------- -----------
Total income 1,872,525 1,911,753 5,623,137 5,715,745
---------- ---------- ----------- -----------
Operating expenses 1,386,852 1,299,713 4,036,389 3,868,867
Interest, taxes and insurance 694,567 685,277 1,948,491 2,450,510
Depreciation 296,250 303,962 892,159 895,368
---------- ---------- ----------- -----------
Total expenses 2,377,669 2,288,952 6,877,039 7,214,745
---------- ---------- ----------- -----------
Net loss before extraordinary item (505,144) (377,199) (1,253,902) (1,499,000)
Gain on extinguishment of debt - - - 2,746,396
---------- ---------- ----------- -----------
Net (loss) profit $ (505,144) $ (377,199) $(1,253,902) $ 1,247,396
========== ========== =========== ===========
National Housing Partnership
Realty Fund I share of (losses) profits $ (499,037) $ (372,650) $(1,238,711) $ 1,237,188
========== ========== =========== ===========
</TABLE>
(3) TRANSACTIONS WITH THE GENERAL PARTNER
During the nine month periods ended September 30, 1997 and 1996, the
Partnership accrued administrative and reporting fees payable to the
General Partner in the amount of $64,794 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 $808,366 and $743,572 at September 30, 1997
and December 31, 1996, respectively.
During the nine months ended September 30, 1996 the General Partner
advanced $9,911 to the Partnership to fund operating expenses. No
advances were made during the nine months ended September 30, 1997.
No repayments of working capital advances were made during the nine
months ended September 30, 1997 and 1996. The amount owed to the
General Partner at September 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
$1,736 and $844 at September 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. On October 27, 1997, the President
signed into law the Multifamily Assisted Housing Reform and Affordability Act of
1997 (the "1997 Housing Act"). Under the 1997 Housing Act, certain properties
assisted under Section 8, with rents above market levels and financed with
HUD-insured mortgage loans, will be restructured by reducing subsidized rents to
market levels, thereby reducing rent subsidies, and lowering required debt
service costs as needed to ensure financial viability at the reduced rents and
rent subsidies. The 1997 Housing Act retains project-based subsidies for most
properties (properties in rental markets with limited supply, properties serving
the elderly, and certain other properties). The 1997 Housing Act phases out
project-based subsidies on selected properties servicing families not located in
rental markets with limited supply, converting such subsidies 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 properties of their choice, provided
such tenants have the financial ability to pay the difference between the
selected properties' monthly rent and the value of the vouchers, which would be
established based on HUD's regulated fair market rent for the relevant
geographical areas. The 1997 Housing Act provides that properties will begin the
restructuring process in federal fiscal year 1999 (beginning October 1, 1998),
and that HUD will issue final regulations implementing 1997 Housing Act on or
before October 27, 1998. With respect to Housing Assistance Payments Contracts
("HAP Contracts") expiring before October 1, 1998, Congress has elected to renew
them for one-year terms, generally at existing rents, so long as the properties
remain in compliance with the HAP Contracts. While the Partnership does not
expect the provisions of the 1997 Housing Act to result in a significant number
of tenants relocating from properties owned by the Local Limited Partnerships,
there can be no assurance that the provisions will not significantly affect the
operations of the properties of the Local Limited Partnerships. Furthermore,
there can be no assurance that other changes in Federal housing subsidy policy
will not occur. Any such changes could have an adverse effect on the operation
of the Partnership.
-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
Net cash used in operations for the nine months ended September 30, 1997 was
$33,013 as compared to cash provided by operations of $19,372 for the nine
months ended September 30, 1996. The change in cash used in/provided by
operations resulted from a decrease in interest received and a decrease in
distributions received in excess of investment in Local Limited Partnerships
during the nine months ended September 30, 1997 compared to the nine months
ended September 30, 1996.
During the nine months ended September 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 nine months ended September 30, 1997. During the nine months ended
September 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 nine months ended September 30, 1997. The combined amount
carried as due to the Partnership by the Local Limited Partnerships was $379,590
as of September 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 September 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 nine months ended September 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 to generate sufficient cash for distribution in accordance with
applicable HUD regulations.
Cash and cash equivalents amounted to $29,180 at September 30, 1997. The ability
of the Partnership to meet its on-going cash requirements, in excess of cash on
hand at September 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 September 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 $808,366 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 note holders 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
-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
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 note holder 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 note holder 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.
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 $53,803 for
the nine months ended September 30, 1997, and income of $14,103 for the nine
months ended September 30, 1996.
The Partnership realized a net loss before extraordinary item of $142,082 for
the nine months ended September 30, 1997, compared to a net profit before
extraordinary item of $17,488 for the nine months ended September 30, 1996. Net
loss before extraordinary item per unit of limited partnership interest was $12
compared to a net profit per unit of $1 for the 11,519 units outstanding for
both periods. The change in net loss/profit before extraordinary item was
primarily due to the Partnerships' share of losses from Local Limited
Partnerships recognized in 1997, and decreases in 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 nine months ended September 30,
1996. There was no such gain recognized during the nine months ended September
30, 1997. The Partnership did not recognize $1,184,908 of its allocated share of
losses from eight Local Limited Partnerships for the nine months September 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 $243,033 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.
27 Financial Data Schedule.
-10-
<PAGE> 12
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
November 10, 1997 By: /s/
----------------------------------------------
Jeffrey J. Ochs
As Vice President and Chief Accounting Officer
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 29,180
<SECURITIES> 0
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0
0
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</TABLE>
