<PAGE> 1
Restated
FORM 10-QA
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.)
9200 KEYSTONE CROSSING, SUITE 500
INDIANAPOLIS, INDIANA 46240-7602
(Address of principal executive offices)
(Zip Code)
(317) 817-7500
(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
----------- ------------
(As Restated (As Restated
See Note 4) See Note 4)
<S> <C> <C>
ASSETS
------
Cash and cash equivalents $ 30,816 $ 62,193
Investments in and advances to Local Limited Partnerships (Note 2) 1,776,372 1,807,936
----------- -----------
$ 1,807,188 $ 1,870,129
=========== ===========
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) (85,469) (84,596)
Original Limited Partner -- 1133 Fifteenth Street Associates (90,369) (89,496)
Other Limited Partners -- 11,519 investment units 1,165,422 1,250,974
----------- -----------
989,584 1,076,882
----------- -----------
$ 1,807,188 $ 1,870,129
=========== ===========
</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
----------- ---------- ---------- ----------
(As Restated (As Restated
See Note 4) See Note 4)
<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 - 1,763,685 - 1,763,685
---------- ---------- ---------- ----------
NET (LOSS) PROFIT $ (20,726) $1,850,077 $ (87,298) $1,813,171
========== ========== ========== ==========
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 - 1,729,220 - 1,729,220
---------- ---------- ---------- ----------
NET (LOSS) PROFIT ASSIGNABLE TO
LIMITED PARTNERS $ (20,312) $1,813,884 $ (85,552) $1,777,716
========== ========== ========== ==========
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 - 150 - 150
---------- ---------- ---------- ----------
NET (LOSS) PROFIT PER LIMITED
PARTNERSHIP INTEREST $ (2) $ 157 $ (7) $ 154
========== ========== ========== ==========
</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
(As restated, see Note 4) $ (84,596) $ (89,496) $1,250,974 $1,076,882
Net loss -- six months ended
June 30, 1997 (873) (873) (85,552) (87,298)
---------- ---------- ---------- ----------
Equity (deficit) at June 30, 1997
(As restated, see Note 4) $ (85,469) $ (90,369) $1,165,422 $ 989,584
========== ========== ========== ==========
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
----------- -----------
(As Restated
See Note 4)
<S> <C> <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 ACTIVITIES:
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) $ 1,813,171
----------- -----------
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 - (1,763,685)
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 (1,790,648)
----------- -----------
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
$15,018,085 and $14,309,975, 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
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
(A MARYLAND LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(4) RESTATEMENT
Subsequent to the issuance of the Partnership's financial statements
for the quarterly period ended June 30, 1997, the Partnership's
management determined that its share of extraordinary gain from the
extinguishment of debt recorded in the statement of operations was
incorrectly calculated due to a clerical error.
As a result, the accompanying financial statements have been
restated from the amounts previously reported to properly report the
Partnership's share of extraordinary gain and its Investment in and
Advances to Local Limited Partnerships.
The effects of the restatement are as follows:
<TABLE>
<CAPTION>
As Previously As
Reported Restated
-------- --------
<S> <C> <C>
At December 31, 1996
- --------------------
Investments in and advances to
Local Limited Partnerships $ 828,284 $1,807,936
========== ==========
Partners' equity $ 97,230 $1,076,882
========== ==========
At June 30, 1997
- ----------------
Investments in and advances to
Local Limited Partnerships $ 796,720 $1,776,372
========== ==========
Partners' equity $ 9,932 $ 989,584
========== ==========
For the Three Months Ended June 30, 1996
- ----------------------------------------
Extraordinary item - share of gain on
extinguishment of debt $ 784,033 $1,763,685
========== ==========
Net profit $ 870,425 $1,850,077
========== ==========
Net profit per Limited Partnership unit $ 74 $ 157
========== ==========
For the Six Months Ended June 30, 1996
- --------------------------------------
Extraordinary item - share of gain on
extinguishment of debt $ 784,033 $1,763,685
========== ==========
Net profit $ 833,519 $1,813,171
========== ==========
Net profit per Limited Partnership unit $ 71 $ 154
========== ==========
</TABLE>
-8-
<PAGE> 10
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
-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
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.
-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
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 $1,763,685 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
corporation
-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
("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.
-12-
<PAGE> 14
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 13, 1998 By: /s/
- --------------- ----------------------------------
Troy D. Butts
As Senior Vice President and Chief
Financial Officer
-13-
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