<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934
FOR QUARTER ENDED JUNE 30, 1996
COMMISSION FILE NUMBER 2-92352
HOUSING PROGRAMS LIMITED
A CALIFORNIA LIMITED PARTNERSHIP
I.R.S. EMPLOYER IDENTIFICATION NO. 95-3906167
9090 Wilshire Blvd., Suite 201
Beverly Hills, Calif. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Securities Registered Pursuant to
Section 12(b) or 12(g) of the Act
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed with the Commission by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve 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
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Quarterly Report on Form 10-Q for
the period ending June 30, 1996 as set forth in the following pages attached
hereto.
Item. 4. Regarding second paragraph - Impairment of Long-Lived Assets
Page 6
Item 5. Fees and Expenses Due General Partners
Page 8
SIGNATURE
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.
Housing Programs Limited
--------------------------------------------
Registrant
Bob Schafer
--------------------------------------------
Vice President and Corporate Controller
<PAGE> 3
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996
<TABLE>
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, June 30, 1996 and December 31, 1995 . . . . . 1
Statements of Operations,
Six and Three Months Ended June 30, 1996 and 1995 . . . 2
Statement of Partners' Equity (Deficiency),
Six Months Ended June 30, 1996 . . . . . . . . . . . . 3
Statements of Cash Flow,
Six Months Ended June 30, 1996 and 1995 . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation . . . . . . . . . 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE> 4
HOUSING PROGRAMS LIMITED
(a California limited partnership)
BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
ASSETS
<TABLE>
<CAPTION>
1996 1995
(Unaudited) (Audited
------------ ------------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS
(Notes 1 and 2) $ 14,475,719 $ 14,470,783
CASH AND CASH EQUIVALENTS (Notes 1 and 2) 786,881 595,330
SHORT TERM INVESTMENTS (Note 1) 125,000 125,000
------------ ------------
TOTAL ASSETS $ 15,387,600 $ 15,191,113
============ ============
LIABILITIES AND PARTNERS' DEFICIENCY
LIABILITIES:
Notes payable (Notes 3 and 6) $ 10,169,743 $ 10,169,743
Accrued interest payable (Notes 3 and 6) 10,370,108 9,864,545
Accrued fees and expenses due general
partners (Note 4) 1,170,380 990,393
Accounts payable and other liabilities (Note 2) 162,617 15,432
------------ ------------
21,872,848 21,040,113
------------ ------------
COMMITMENTS AND CONTINGENCIES
(Notes 2, 4 and 6)
PARTNERS' EQUITY (DEFICIENCY):
General partners (315,598) (309,236)
Limited partners (6,169,650) (5,539,764)
------------ ------------
(6,485,248) (5,849,000)
------------ ------------
TOTAL LIABILITIES AND PARTNERS'
DEFICIENCY $ 15,387,600 $ 15,191,113
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 5
HOUSING PROGRAMS LIMITED
(a California limited partnership)
STATEMENTS OF OPERATIONS
SIX AND THREE MONTHS ENDED JUNE 30, 1996 AND 1995
<TABLE>
<CAPTION>
Six months Three months Six months Three months
ended ended ended ended
June 30, 1996 June 30, 1996 June 30, 1995 June 30, 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INTEREST INCOME $ 19,563 $ 12,847 $ 26,616 $ 21,255
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Management fees - general partner (Note 4) 263,326 131,663 284,448 142,224
General and administrative (Note 4) 25,964 10,946 39,846 22,276
Legal and accounting (Note 4) 66,152 21,348 90,272 32,024
Interest (Note 3) 521,770 252,781 483,062 241,531
------------ ------------ ------------ ------------
Total operating expenses 877,212 416,738 897,628 438,055
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (857,649) (403,891) (871,012) (416,800)
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED
AS INCOME 145,401 - 143,419
EQUITY IN INCOME OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS (Note 2) 76,000 38,000 37,240 18,620
------------ ------------ ------------ ------------
NET LOSS $ (636,248) $ (365,891) $ (690,353) $ (398,180)
============ ============ ============ ============
NET LOSS PER LIMITED PARTNERSHIP
INTEREST $ (51) $ (30) $ (56) $ (32)
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 6
HOUSING PROGRAMS LIMITED
(a California limited partnership)
STATEMENTS OF PARTNERS' DEFICIENCY
SIX MONTHS ENDED JUNE 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
------------ ------------ ------------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS
June 30, 1996 12,368
============
DEFICIENCY, January 1, 1996 $ (309,236) $ (5,539,764) $ (5,849,000)
Net loss for the six months
ended June 30, 1996 (6,362) (629,886) (636,248)
------------ ------------ ------------
DEFICIENCY, June 30, 1996 $ (315,598) $ (6,169,650) $ (6,485,248)
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 7
HOUSING PROGRAMS LIMITED
(a California limited partnership)
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (636,248) $ (690,353)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Equity in income of limited partnerships
and amortization of acquisition costs (76,000) (37,240)
Increase in accrued interest payable 505,563 474,614
Increase in accrued fees and
expenses due general partners 179,987 184,452
Increase in accounts payable and other liabilities 147,185 22,886
------------ ------------
Net cash provided by (used in)
operating activities 120,487 (45,641)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnerships
recognized as a return of capital 71,064 174,593
Increase in advances to limited partnership - (31,331)
Decrease in short term investments - 408,409
------------ ------------
Net cash provided by investing activities 71,064 551,671
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 191,551 506,030
CASH AND CASH EQUIVALENTS,beginning of period 595,330 624,935
------------ ------------
CASH AND CASH EQUIVALENTS,end of period $ 786,881 $ 1,130,965
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 8
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The information contained in the following notes to the financial
statements is condensed from that which would appear in the annual
audited financial statements; accordingly, the financial statements
included herein should be reviewed in conjunction with the financial
statements and related notes thereto contained in the Housing Programs
Limited (the "Partnership") annual report for the year ended December
31, 1995. National Partnership Investments Corp. ("NAPICO") is a
general partner for the Partnership. Accounting measurements at
interim dates inherently involve greater reliance on estimates than at
year end. The results of operations for the interim period presented
are not necessarily indicative of the results for the entire year.
In the opinion of NAPICO, the accompanying unaudited financial
statements contain all adjustments (consisting primarily of normal
recurring accruals) necessary to present fairly the financial position
of the Partnership at June 30, 1996 and the results of operations for
the six and three months then ended and changes in cash flows for the
six months then ended.
ORGANIZATION
The Partnership is a limited partnership which was formed under the
laws of the State of California on May 15, 1984. On September 12,
1984, the Partnership offered 3,000 units consisting of 6,000 limited
partnership interests and warrants to purchase a maximum of 6,000
additional limited partnership interests through a public offering .
The general partners of the Partnership are Housing Programs
Corporation II, NAPICO, and Coast Housing Investment Associates
("CHIA"). LB I Group Inc. owns 100 percent of the stock of Housing
Programs Corporation II. Casden Investment Corp. owns 100 percent of
NAPICO's stock. CHIA is a limited partnership formed under the
California Limited Partnership Act and consists of Messrs. Nicholas G.
Ciriello, general partner and Charles H. Boxenbaum, limited partner.
Mr. Boxenbaum is currently the chief executive officer of NAPICO. The
business of the Partnership is conducted primarily by its general
partners as the Partnership has no employees of its own.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
5
<PAGE> 9
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS
The investments in local limited partnerships are accounted for on the
equity method. Acquisition, selection fees and other costs related to
the acquisition of the projects have been capitalized to the
investment accounts.
NET LOSS PER LIMITED PARTNERSHIP INTEREST
Net loss per limited partnership interest was computed by dividing the
limited partners' share of net loss by the number of limited
partnership interests outstanding during the year. The number of
limited partnership interests was 12,368 for all years presented.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and bank certificates of
deposit with an original maturity of three months or less.
SHORT TERM INVESTMENTS
Short term investments consist of bank certificates of deposit and
other securities with original maturities ranging from more than
three months to twelve months. The fair value of these securities,
which have been classified as held for sale, approximates their
carrying value.
IMPAIRMENT OF LONG-LIVED ASSETS
The Partnership reviews long-lived assets to determine if there has
been any permanent impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset may not be
recoverable. If the sum of the expected future cash flows is less than
the carrying amount of the assets, the Partnership recognizes an
impairment loss.
INCOME TAXES
No provision has been made for income taxes in the accompanying
financial statements since such taxes, if any, are the liability of
the individual partners.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership now holds indirect interests in 18 properties, as the
sole limited partner in various limited partnerships. As a result of
the loss of the Montecito Hotel on July 18, 1995 through foreclosure
proceedings, the number of properties in which the Partnership has an
interest, has been reduced from 19 to 18. The 18 lower-tier limited
partnerships own residential rental projects consisting of a total of
2,686 apartment units. The mortgage loans of these projects are
insured by various governmental agencies.
The Partnership, as a limited partner, is entitled to 99 percent of
the income and losses of the lower-tier limited partnerships.
6
<PAGE> 10
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1996
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS (CONTINUED)
The Partnership's allocated portion of equity in losses from the
lower-tier limited partnerships is recognized in the financial
statements of the Partnership until the Partnership's investment
account in the applicable lower-tier limited partnership is reduced to
a zero balance. Losses incurred after the investment account is
reduced to zero are not recognized.
Distributions from the limited partnerships are treated as a reduction
of capital until the Partnership's investment account balance in the
applicable lower-tier limited partnership has been reduced to the
lesser of zero or a negative amount equal to future capital
contributions required to be made by the Partnership to the applicable
lower-tier limited partnership. Subsequent distributions are treated
as income.
The following is a summary of the Partnership's investment in
lower-tier limited partnerships as of June 30, 1996:
<TABLE>
<S> <C>
Balance, beginning of period $14,470,783
Amortization of acquisition costs (18,000)
Equity in income of limited partnerships 94,000
Distribution recognized as return of capital (71,064)
-----------
Balance, end of period $14,475,719
===========
</TABLE>
The following are unaudited combined estimated statements of
operations for the six and three months ended June 30, 1996 and 1995
for the limited partnerships in which the Partnership has investments:
<TABLE>
<CAPTION>
Six months Three months Six months Three months
ended ended ended ended
June 30, 1996 June 30, 1996 June 30, 1995 June 30, 1995
--------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
INCOME
Rental and Other $8,566,000 $4,283,000 $ 8,408,000 $4,204,000
EXPENSES
Depreciation 1,762,000 881,000 1,754,000 877,000
Interest 1,854,000 927,000 1,886,000 943,000
Operating 5,646,000 2,823,000 5,580,000 2,790,000
--------- --------- ------------ -----------
Total expenses 9,262,000 4,631,000 9,220,000 4,610,000
--------- --------- ------------ -----------
NET LOSS $ (696,000) $ (348,000) $ (812,000) $ (406,000)
=========== =========== =========== ===========
</TABLE>
Included in cash and accounts payable and other liabilities at June 30,
1996 is $157,898 received by the Partnership from certain limited
partnerships that is payable on their behalf to various lenders.
7
<PAGE> 11
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1996
NOTE 3 - NOTES PAYABLE
Certain of the Partnership's investments involved purchases of
partnership interests in the lower-tier partnerships from partners who
subsequently withdrew from the applicable lower-tier partnership. The
Partnership is obligated for non-recourse notes payable in the
aggregate outstanding principal amount as of June 30, 1996 of
$10,169,743, bearing interest at 9.5 percent, to such sellers of the
partnership interests. The notes have principal maturity dates
ranging from October 1996 to December 1999 or upon the sale or
refinancing of the underlying partnership properties. The notes are
collateralized by the Partnership's investment in the applicable
investee limited partnerships and are payable only out of cash
distributions from the applicable investee partnerships, as defined in
the notes. Unpaid and accrued interest is due at maturity of the
notes.
The Partnership is currently negotiating for the sale of Deep Lake
Hermitage. There is a $1,500,000 note payable by the Partnership to a
seller of interests in the lower-tier partnership that owns the Deep
Lake Hermitage property. That note, together with accrued interest
thereon of $1,402,846, becomes due in October, 1996. Based on the
current estimated value of the Deep Lake Hermitage property, it is
anticipated that the sale will not generate sufficient funds to fully
repay the note payable.
NOTE 4 - ACCRUED FEES AND EXPENSES DUE TO GENERAL PARTNERS
Under the terms of the Partnership's Restated Certificate and
Agreement of Limited Partnership, the Partnership is obligated to the
general partners for an annual management fee equal to 0.5 percent of
the invested assets of the limited partnerships. Invested assets is
defined as the costs of acquiring project interests including the
proportionate amount of the mortgage loans related to the
Partnership's interests in the capital accounts of the respective
limited partnerships.
The Partnership also reimburses NAPICO for certain expenses. The
reimbursement to NAPICO was $9,948, and $14,923 for the six months
ended June 30, 1996 and 1995, respectively, and is included in
operating expenses.
As of June 30, 1996, the fees and expenses due the general partners
exceeded the Partnership's cash and cash equivalents and short term
investments. The general partners, during the forthcoming year, will
not demand payment of amounts due in excess of such cash or such that
the Partnership would not have sufficient operating cash; however, the
Partnership will remain liable for all such amounts.
An affiliate of NAPICO is the general partner in 10 of the limited
partnerships, and another affiliate receives property management fees
of approximately 5 to 6% of revenues from five of these partnerships.
For the six months ended June 30, 1996 and 1995, approximately
$118,900 and $113,900, respectively, was paid to the NAPICO affiliate
for property management fees.
Pursuant to the Memorandum of Understanding entered into on August 11,
1995, the Partnership paid to the affiliated management company
$16,207 in interest on May 1, 1996. The interest relates to funds
advanced to the Partnership by the master disbursement account
maintained by the management company. In addition, the Partnership on
May 1, 1996 reimbursed Housing Programs Corporation II $15,000 for
professional fees,
8
<PAGE> 12
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1996
NOTE 4 - ACCRUED FEES AND EXPENSES DUE TO GENERAL PARTNERS (CONTINUED)
which were paid on behalf of the Partnership in connection with issues
raised in the Memorandum of Understanding.
NOTE 5 - CONTINGENCIES
NAPICO is a plaintiff in various lawsuits and has also been named as
defendant in other lawsuits arising from transactions in the ordinary
course of business. In the opinion of NAPICO, the claims will not
result in any material liability to the Partnership.
NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about
Fair Value of Financial Instruments," requires disclosure of fair
value information about financial instruments, when it is practicable
to estimate that value. The notes payable are collateralized by the
Partnership's investments in investee limited partnerships and are
payable only out of cash distributions from the investee partnerships.
The income generated by the operations of the investee limited
partnerships, which account for the Partnership's primary source of
revenues, are subject to various government rules, regulations and
restrictions which make it impracticable to estimate the fair value of
the notes payable and related accrued interest. The carrying amount
of other assets and liabilities reported on the balance sheets that
require such disclosure approximates fair value due to their
short-term maturity.
9
<PAGE> 13
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 1996
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds include interest income
earned from investing available cash and distributions from limited
partnerships in which the Partnership has invested. It is not
expected that any of the local limited partnerships in which the
Partnership has invested will generate cash flow sufficient to provide
for distributions to limited partners in any material amount.
RESULTS OF OPERATIONS
Partnership revenues consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds. The
Partnership may also receive distributions from the lower-tier limited
partnerships in which it has invested, however, such amounts are not
expected to be material.
Operating expenses of the Partnership consist of recurring general and
administrative expenses, professional fees for services rendered to
the Partnership and accrued interest on the notes payable. In
addition, an annual Partnership management fee in an amount equal to
.5 percent of invested assets is payable to the general partners.
The Partnership accounts for its investments in the local limited
partnerships on the equity method, thereby adjusting its investment
balance by its proportionate share of the income or loss of the local
limited partnerships. Losses incurred after the limited partnership
investment account is reduced to zero are not recognized.
Distributions received from limited partnerships are treated as return
of capital until the investment balance has been reduced to zero or to
a negative amount equal to future capital contributions required.
Subsequent distributions received are treated as income.
Except for certificates of deposit and money market funds, the
Partnership's investments consist entirely of interests in other
limited partnerships owning government assisted housing projects.
Available cash is invested to provide interest income as reflected in
the statements of operations. These funds can be converted to cash to
meet obligations as they arise. The Partnership intends to continue
investing available funds in this manner.
The Montecito Local Partnership had been operating at a deficit, and
the general partner of the Montecito Local Partnership was
unsuccessful in its attempts to negotiate a mortgage modification with
the lender. No mortgage payments were made since June 6, 1994 and the
mortgage was in default. On July 18, 1995, the property was
foreclosed upon by the lender. The Partnership's original investment
in the Montecito Local Partnership represented approximately 5% of the
Partnership's total capital raised. The Partnership's financial
statements reflect no investment in the Montecito Local Partnership at
June 30, 1996 and December 31, 1995.
10
<PAGE> 14
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 1996
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of June 30, 1996, NAPICO was a plaintiff or defendant in several lawsuits.
None of these suits are related to the Partnership. In the opinion of NAPICO,
the claims will not result in any material liability to the Partnership.
Housing Programs Corporation II, a general partner of the Partnership, and
certain of its affiliates, on their own behalf and on behalf of the Partnership
and certain other partnerships with which they are associated (collectively,
the "Plaintiff Partnerships"), and NAPICO, and certain of its affiliates, have
entered into a Memorandum of Understanding dated August 11, 1995 and a
Supplement to Memorandum of Understanding dated April 30 1996 (the "MOU"). In
addition to establishing certain Partnership controls, the MOU resolved and
settled various management and control issues which were under discussion for
some time and various claims which were raised in a lawsuit filed in the Los
Angeles Superior Court on June 9, 1995 by Housing Programs Corporation II, the
Partnership, and others against, among others , NAPICO ("the Lawsuit"). All
parties entered into the MOU without any admission of wrongdoing or liability
by any defendant as to any claim in the Lawsuit, in a desire to avoid continued
litigation that would be expensive, time consuming and complex.
By virtue of the MOU, the parties thereto have agreed, among other things, to
the following:
1. An analysis was prepared of the books and records of the Partnership
including an analysis of the books and records of the master
disbursement account maintained by an affiliate of NAPICO. Based on
the analysis, the Partnership paid NAPICO and its affiliates $16,207
in interest on May 1, 1996, related to funds advanced to the
Partnership by the master disbursement account.
2. HAPI Management, Inc. ("HAPI"), an affiliate of NAPICO shall
continue to manage the five Partnership properties it currently
manages, subject to various agreed-upon modifications to the
existing management agreements, and HAPI will not manage the other
properties of the Partnership. All future management arrangements
with HAPI will be subject to Housing Programs Corporation II's
reasonable approval.
3. On May 1, 1996, the Partnership reimbursed Housing Programs
Corporation II $15,000 for professional fees, which were paid on
behalf of the Partnership in connection with issues raised in the
MOU.
4. The Partnership has engaged an independent Cash Manager, designated
by Housing Programs Corporation II, and approved by NAPICO, to
perform cash management services, including maintenance of the
Partnership's bank accounts and reserves, payment of property
management fees and other accounts payable, payments to affiliates
of NAPICO, and payment of cash distributions, if any, to the Limited
Partners. NAPICO has agreed to prepare detailed annual budgets to
be approved by Housing Programs Corporation II and thereafter used
by the Cash Manager as a guide and control over Partnership
operations.
11
<PAGE> 15
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 1996
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS (CONTINUED)
5. Upon the uncured breach of certain provisions of the MOU, or upon a
future breach of NAPICO's fiduciary duties, Housing Programs
Corporation II may cause NAPICO to resign as a general partner of
the Partnership and become a limited partner thereof.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No reports on Form 8-K were filed during the quarter ended June 30,
1996.
12
<PAGE> 16
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 1996
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.
HOUSING PROGRAMS LIMITED
(a California limited partnership)
By: National Partnership Investments Corp.
General Partner
Date:
-------------------------------------------------
By:
-------------------------------------------------
Bruce Nelson
President
Date:
-------------------------------------------------
By:
-------------------------------------------------
Shawn Horwitz
Executive Vice President and
Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNING AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 786,881
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 911,881
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,387,600
<CURRENT-LIABILITIES> 162,617
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (6,485,248)
<TOTAL-LIABILITY-AND-EQUITY> 15,387,600
<SALES> 0
<TOTAL-REVENUES> 240,964
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 355,442
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 521,770
<INCOME-PRETAX> (636,248)
<INCOME-TAX> 0
<INCOME-CONTINUING> (636,248)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (636,248)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
