FORM 10-QSB_ QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________to _________
Commission file number 0-13465
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
(A MARYLAND LIMITED PARTNERSHIP)
(Exact name of small business issuer as specified in its charter)
Maryland 52-1358879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9200 KEYSTONE CROSSING, SUITE 500
INDIANAPOLIS, INDIANA 46240-7602
(Address of principal executive offices)
(317) 817-7500
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
(A MARYLAND LIMITED PARTNERSHIP)
STATEMENT OF FINANCIAL POSITION
(UNAUDITED)
SEPTEMBER 30, 1999
ASSETS
Cash and cash equivalents $ 947
Investments in and advances to Local Limited
Partnerships (Note 2) 1,823,280
$1,824,227
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Administrative and reporting fee payable to
General Partner (Note 3) $ 981,286
Due to General Partner (Note 3) 9,072
Accrued interest on partner loans (Note 3) 1,441
Accrued expenses 43,970
1,035,769
Partners' equity (deficit)
General Partner -- The National Housing
Partnership (NHP) (87,480)
Original Limited Partner -- 1133 Fifteenth
Street Associates (92,380)
Other Limited Partners -- 11,519 investment
Units 968,318
788,458
$1,824,227
See Accompanying Notes to Financial Statements
b)
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
(A MARYLAND LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
REVENUES:
Share of profits from Local
Limited Partnerships (Note 2) $ 34,115 $ 2,600 $ 57,230 $ 33,274
Interest income 9,103 106 9,103 276
43,218 2,706 66,333 33,550
COSTS AND EXPENSES:
Administrative and reporting fees
to General Partner (Note 3) 21,734 21,598 64,930 64,794
Interest expense on General
Partner loans 262 178 743 514
Other operating expenses 14,737 26,870 44,027 53,429
Total expenses 36,733 48,646 109,700 118,737
Net income (loss) $ 6,485 $(45,940) $(43,367) $(85,187)
Net income (loss) assignable to
limited partners $ 6,355 $(45,022) $(42,501) $(83,483)
Net income (loss) per limited
partnership interest $ .55 $ (3.91) $ (3.69) $ (7.25)
See Accompanying Notes to Financial Statements
c)
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
(A MARYLAND LIMITED PARTNERSHIP)
STATEMENTS 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
December 31, 1998 $ (87,047) $ (91,947) $1,010,819 $ 831,825
Net loss - nine months ended
September 30, 1999 (433) (433) (42,501) (43,367)
Equity (deficit) at
September 30, 1999 $ (87,480) $ (92,380) $ 968,318 $ 788,458
Percentage interest at
September 30, 1999 1% 1% 98% 100%
(A) (B) (C)
</TABLE>
(A)General Partner
(B)Original Limited Partner
(C)Consists of 11,519 investment units
See Accompanying Notes to Financial Statements
d)
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
(A MARYLAND LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOW
(UNAUDITED)
Nine Months Ended
September 30,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest received $ 9,103 $ 276
Operating expenses paid (55,737) (24,331)
Net cash used in operating activities (46,634) (24,055)
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions received from Local Limited Partnerships
with equity balances 39,220 --
Repayment of advances to Local Limited Partnerships 7,962 --
Net cash provided by investing activities 47,181 --
CASH FLOWS FROM FINANCING ACTIVITIES:
Net advances from General Partner 400 --
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -- 26,125
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 947 $ 2,070
RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES:
Net loss $(43,367) $(85,187)
Adjustments to reconcile net loss to net cash used in
operating activities:
Share of profits from Local Limited Partnerships (57,230) (33,274)
Increase in administrative and reporting fees payable 64,930 64,794
Increase in accrued interest on Partner loans 743 514
(Decrease) increase in other accrued expenses (11,710) 29,098
Total adjustments (3,267) 61,132
Net cash used in operating activities $(46,634) $(24,055)
See Accompanying Notes to Financial Statements
e)
NATIONAL HOUSING PARTNERSHIP REALTY FUND 1
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(1) ACCOUNTING POLICIES
ORGANIZATION
National Housing Partnership Realty Fund I (the "Partnership" or the
"Registrant") is a limited partnership organized 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 Local Limited Partnerships, each of which owns
and operates an existing rental housing project or has acquired limited
partnership interests in partnerships which own and operate one or two existing
rental housing projects. All such rental housing projects are 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. During 1984, the Partnership acquired limited partnership interests
ranging from 98% to 99% in ten Local Limited Partnerships, each of which was
organized to acquire and operate an existing rental housing project.
BASIS OF PRESENTATION
The accompanying unaudited interim financial statements reflect all adjustments
which are, in the opinion of management, necessary for 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 the Partnership's Annual Report filed on Form 10-K for the year
ended December 31, 1998.
(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: Fairmeadows Limited Partnership, Forest Green Limited
Partnership, Griffith Limited Partnership, Northgate Village Limited
Partnership, Southward Limited Partnership, San Jose Limited Partnership,
Southridge Apartments Limited Partnership, Hurbell IV Limited Partnership, and
Village Green Limited Partnership. Since the Partnership, as a limited partner,
does not exercise control over the activities of the Local Limited Partnerships
in accordance with the partnership agreements, these investments 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 plus the
Partnership's share of the Local Limited Partnerships' profits less the
Partnership's share of the Local Limited Partnerships' losses and distributions.
However, since the Partnership is not legally liable for the obligations of the
Local Limited Partnerships, or is not otherwise committed to provide additional
support to them, it does not recognize losses once its investment in each of the
individual Local Limited Partnerships, increased for its share of profits,
reduced for its share of losses and cash distributions, reaches zero. As of
September 30, 1999, investments in eight of the ten Local Limited Partnerships
had been reduced to zero. As a result, the Partnership did not recognize
$611,677 and $1,086,400 of losses from Local Limited Partnerships during the
nine months ended September 30, 1999 and 1998, respectively. As of September
30, 1999, the Partnership has not recognized a total of $17,332,529 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,
1999. 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. Interest is
calculated at the Chase Manhattan prime rate plus 2% (9.75% at September 30,
1999). Payment of the advance and interest is contingent upon the Local Limited
Partnerships having available surplus cash, as defined by HUD regulations, from
operations or from refinancing or sale of the Local Limited Partnership
properties.
During the nine months ended September 30, 1999 and 1998, no working capital
advances were made between the Partnership and the Local Limited Partnerships.
A repayment of $7,962 was received during the nine months ended September 30,
1999. The combined amount carried as due to the Partnership by the Local
Limited Partnerships was $361,842 as of September 30, 1999.
The following are combined statements of operations for the three and nine
months ended September 30, 1999 and 1998, 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.
COMBINED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Rental income $ 1,869,097 $1,812,455 $5,549,157 $ 5,461,468
Other income 91,694 64,820 210,471 172,154
Total income 1,960,791 1,877,275 5,759,628 5,633,622
Operating expenses 1,235,846 1,434,218 3,675,826 3,995,550
Interest, taxes, and
insurance 546,135 600,824 1,673,205 1,817,813
Depreciation 286,045 291,244 870,601 886,981
Total expense 2,068,026 2,326,286 6,219,632 6,700,344
Net loss $ (107,235) $ (449,011) $ (460,004) $(1,066,722)
National Housing Partnership
Realty Fund I share of
losses (105,199) $ (443,415) $ (452,382) $(1,053,126)
(3) TRANSACTIONS WITH THE GENERAL PARTNER
During the nine month periods ended September 30, 1999 and 1998, the Partnership
accrued administrative and reporting fees payable to the General Partner in the
amount of $64,930 and $64,794, respectively, 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
$981,286 at September 30, 1999.
During the nine months ended September 30, 1999, $400 of working capital
advances were made by the General Partner to the Partnership. No such amounts
were advanced or repaid during the nine months ended September 30, 1998. The
amount owed to the General Partner at September 30, 1999 was approximately
$9,072. Interest is charged on borrowings at the Chase Manhattan Bank rate of
prime plus 2% (9.75% at September 30, 1999). Accrued interest on this loan
amounted to $1,441 at September 30, 1999.
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.
(4) SEGMENT INFORMATION
As defined in SFAS No. 131, ("Disclosure about Segments of an Enterprise and
Related Information"), the Partnership has only one reportable segment. Due to
the very nature of the Partnership's operations, the General Partner believes
that segment-based disclosures will not result in a more meaningful presentation
than the financial statements as currently presented.
(5) LEGAL PROCEEDINGS
In July 1999, NHP received a grand jury subpoena requesting documents relating
to NHP's management of HUD-assisted or HUD-insured multi-family projects and
NHP's operation of a group purchasing program created by NHP, known as Buyers
Access. The subpoena relates to the same subject matter as subpoenas NHP
received in October and December 1997 from the HUD Inspector General. To date,
neither the HUD Inspector General nor the grand jury has initiated any action
against NHP or Apartment Investment and Management Company ("AIMCO") or, to
NHP's or AIMCO's knowledge, any owner of a HUD property managed by NHP. AIMCO
believes that NHP's operations and programs are in compliance, in all material
respects, with all laws, rules and regulations relating to HUD-assisted or HUD-
insured properties. NHP does not believe that the investigations will result in
a material adverse impact on NHP's operations. However, as with any similar
investigation, there can be no assurance that these will not result in material
fines, penalties or other costs.
The partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time.
The discussions of the Registrant's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Registrant's business and results
of operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
LIQUIDITY AND CAPITAL RESOURCES
The Properties are held by the Local Limited Partnerships and receive one or
more forms of assistance from the Federal Government. 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 1,096
apartment units, 70 percent of the total apartment 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 adjusting
subsidized rents to market levels, thereby potentially 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. With respect to Housing Assistance
Payments Contracts ("HAP" Contracts") expiring before October 1, 1998, Congress
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.
Cash and cash equivalents amounted to $947 and $2,070 at September 30, 1999 as
compared to $0 at December 3, 1998. The change in cash and cash equivalents was
due to $47,181 of cash provided by operating activities being partially offset
by $46,634 of cash used in operating activities. The ability of the Partnership
to meet its on-going cash requirements is dependent on distributions from
recurring operations received from the Local Limited Partnerships or proceeds
from sales or refinancing of one or more of the underlying properties. The
Partnership's only other form of liquidity is from General Partner loans. For
the nine months ended September 30, 1999, the General Partner advanced the
Partnership $400 to pay operating expenses. There were no advances for the nine
months ended September 30, 1998. The General Partner will continue to manage
the Partnership's assets prudently in an effort to achieve positive cash flow
and will evaluate lending the Partnership additional funds as such funds are
needed, but is in no way legally obligated to make such loans.
At September 30, 1999, the Partnership currently owes the General Partner
$981,286 for administrative and reporting services performed. The payment of
the unpaid administrative and reporting fees will most likely be made if at all
from proceeds of the sale or refinancing of the properties held by the Local
Limited Partnerships, rather than through recurring operations.
During the nine months ended September 30, 1999 and 1998, no working capital
advances were made by the Partnership to the Local Limited Partnerships. A
repayment of $7,962 was received during the nine months ended September 30,
1999. The combined amount carried as due to the Partnership by the Local
Limited Partnerships was $361,842 as of September 30, 1999.
Distributions received in excess of investment in 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, 1999, investments in eight Local Limited Partnerships had been reduced to
zero. For these investments, cash distributions received are recorded in revenue
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 $39,220
were received during the nine months ended September 30, 1999 for Local Limited
Partnerships for which the Partnership's investment has not yet been reduced to
zero. There were no cash distributions during the nine months ended September
30, 1998. 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.
Eight of the Local Limited Partnerships in which the Partnership has invested
have deferred acquisition notes due to the original owner of each Property.
With the exception of Fairmeadows and Southridge, these notes have matured or
will reach final maturity prior to December 1999. These notes are secured by
both the Partnership's and NHP's interests in the Local Limited Partnerships.
In the event of a default on the notes, the note holders would be able to assume
NHP's and the Partnership's interests in the Local Limited Partnerships.
Griffith Limited Partnership's note payable and related accrued interest became
due on October 31, 1997, with a balance of $2,808,961 at September 30, 1999.
The notes are currently in default. Continuation of Griffith Limited
Partnership's operations in the present form is dependent on its ability to
extend the maturity date of this note, repay the note or obtain other long-term
financing to repay the note.
Southward Limited Partnership's note payable and related accrued interest became
due on October 4, 1998, with a balance of $3,778,804 at September 30, 1999. As
of September 30, 1999, Southward Limited Partnership had not renegotiated the
terms of the note including the extension of the due date and is therefore in
default. Continuation of Southward Limited Partnership's operations in the
present form is dependent on its ability to extend the maturity date of this
note, repay the note or obtain long-term financing to repay the note.
Northgate Village Limited Partnership's note payable and related accrued
interest became due on July 26, 1999, with a balance of $2,439,955 at September
30, 1999. As of September 30, 1999, Northgate Village Limited Partnership had
not renegotiated the terms of the note including the extension of the due date
and is therefore in default. Continuation of Northgate Village Limited
Partnership's operations in the present form is dependent on its ability to
extend the maturity date of this note, repay the note or obtain long term
financing to repay the note.
San Jose Limited Partnership's note payable and related accrued interest became
due on August 29, 1999 with a balance of $4,262,372 at September 30, 1999. As
of September 30, 1999, San Jose Limited Partnership had not renegotiated the
terms of the note including the extension of the due date and is therefore in
default. Continuation of San Jose Limited Partnership's operations in the
present form is dependent on its ability to extend the maturity date of this
note, repay the note or obtain long term financing to repay the note.
Gates Mill I, and Hurbell IV Limited Partnerships have notes payable due on
October 1, 1999, and November 9, 1999, respectively, with balances of $2,667,000
and $648,064 at September 30, 1999 and accrued interest of $3,999,323 and
$870,906 at September 30, 1999. There is no assurance that the partnerships
will be able to satisfy these notes to maturity. As of September 30, 1999, the
Limited Partnerships had not renegotiated the terms of the notes including the
extension of the due date. Continuation of Gates Mills I, and Hurbell IV
Limited Partnership's operations in the present form is dependent on their
ability to extend the maturity dates of these notes, repay the notes, or obtain
other long-term financing to repay the notes.
RESULTS OF OPERATIONS
The Partnership has invested as a limited partner in Local Limited Partnerships
which operate ten rental housing properties. Due to the use of the equity
method of accounting as discussed in Note 1 to the Partnership's financial
statements, to the extent the Partnership still has a carrying basis in a
respective Local Limited Partnership, results of operations would be impacted by
the Partnership's share of profits or losses of the Local Limited Partnerships.
Eight of the ten investments in Local Limited Partnership have been reduced to
zero. As a result, the Partnership's operations are no longer being affected by
its share of the operations. The Partnership has recorded its share of
operations in the remaining two Local Limited Partnerships which amounted to
profits of $57,230 for the nine months ended September 30, 1999, and profits of
$33,274 for the nine months ended September 30, 1998.
The Partnership realized net income of $6,485 and a net loss of $43,367 for the
three and nine months ended September 30, 1999, compared to a net loss of
$45,940 and $85,187 for the three and nine months ended September 30, 1998. The
decrease in net loss for the three months ended September 30, 1999 was primarily
due to the Partnership's share of profits from Local Limited Partnerships of
$34,115 compared to the Partnership's share of profits from Local Limited
Partnerships of $2,600 recognized during the three months ended September 30,
1998. The decrease in net loss for the nine months ended September 30, 1999 was
primarily due to the Partnership's share of profits from Local Limited
Partnerships of $57,230 compared to the Partnerships' share of profits from
Local Limited Partnerships of $33,274 recognized during the nine months ended
September 30, 1998. Also, contributing to the decrease in net loss for the nine
months ended September 30, 1999 was a decrease in total expenses. The decrease
in total expenses for the nine months ended September 30, 1999 was attributable
to a decrease in other operating expenses. The Partnership did not recognize
$611,677 of its allocated share of losses from eight Local Limited Partnerships
for the nine months ended September 30, 1999, 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 $343,812 and
$614,340 between the three and nine month periods of September 30, 1999 and
1998, primarily due to an increase in total income and a decrease in total
expenses.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of September 30, 1999, had virtually completed this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April 1999 the Managing Agent embarked on a data center consolidation project
that unifies its core financial systems under its Year 2000 compliant system.
The estimated completion date for this project is October 1999.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and testing process was
completed in June 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded virtually all of the server operating systems.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 1999. Any operating
equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
September 30, 1999 to replace or repair the operating equipment was
approximately $75,000. The Managing Agent estimates the cost to replace or
repair any remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date, the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expenses
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In July 1999, NHP received a grand jury subpoena requesting documents relating
to NHP's management of HUD-assisted or HUD-insured multi-family projects and
NHP's operation of a group purchasing program created by NHP, known as Buyers
Access. The subpoena relates to the same subject matter as subpoenas NHP
received in October and December 1997 from the HUD Inspector General. To date,
neither the HUD Inspector General nor the grand jury has initiated any action
against NHP or Apartment Investment and Management Company ("AIMCO") or, to
NHP's or AIMCO's knowledge, any owner of a HUD property managed by NHP. AIMCO
believes that NHP's operations and programs are in compliance, in all material
respects, with all laws, rules and regulations relating to HUD-assisted or HUD-
insured properties. NHP does not believe that the investigations will result in
a material adverse impact on NHP's operations. However, as with any similar
investigation, there can be no assurance that these will not result in material
fines, penalties or other costs.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit 27, Financial Data Schedule
b) Reports on Form 8-K:
None filed during the quarter ended September 30, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant 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
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: November 15, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Housing Partnership Realty Fund I 1999 Third Quarter 10-QSB and is qualified in
its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000731131
<NAME> NATIONAL HOUSING PARTNERSHIP REALTY FUND I
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 947
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,824,227
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 788,458
<TOTAL-LIABILITY-AND-EQUITY> 1,824,227
<SALES> 0
<TOTAL-REVENUES> 66,333
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 109,700
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 743
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (43,367)
<EPS-BASIC> (3.69)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
