<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended SEPTEMBER 30, 1998
Commission File Number 0-13808
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
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed 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
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, September 30, 1998 and December 31, 1997 .................1
Statements of Operations,
Nine and Three Months Ended September 30, 1998 and 1997..........2
Statement of Partners' Deficiency,
Nine Months Ended September 30, 1998 ............................3
Statements of Cash Flow,
Nine Months Ended September 30, 1998 and 1997....................4
Notes to Financial Statements ............................................5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation.............................11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................................14
Item 6. Exhibits and Reports on Form 8-K........................................14
Signatures ................................................................15
</TABLE>
<PAGE> 3
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
ASSETS
<TABLE>
<CAPTION>
1998
(Unaudited) 1997
------------ ------------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS
(Notes 1 and 2) $ 13,555,416 $ 13,409,054
CASH AND CASH EQUIVALENTS (Note 1) 1,379,882 1,162,398
OTHER ASSETS 67,499 --
------------ ------------
TOTAL ASSETS $ 15,002,797 $ 14,571,452
============ ============
LIABILITIES AND PARTNERS' DEFICIENCY
LIABILITIES:
Notes payable (Notes 3 and 6) $ 8,669,743 $ 8,669,743
Accrued fees and expenses due general
partners (Note 4) 1,879,908 1,562,552
Accrued interest payable (Notes 3 and 6) 10,474,777 9,921,172
Accounts payable 52,802 3,855
------------ ------------
21,077,230 20,157,322
------------ ------------
COMMITMENTS AND CONTINGENCIES
(Notes 2, 4 and 5)
PARTNERS' DEFICIENCY:
General partners (311,490) (306,605)
Limited partners (5,762,943) (5,279,265)
------------ ------------
(6,074,433) (5,585,870)
------------ ------------
TOTAL LIABILITIES AND PARTNERS'
DEFICIENCY $ 15,002,797 $ 14,571,452
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 4
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
Nine months Three months Nine months Three months
ended ended ended ended
Sept. 30, 1998 Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
INTEREST INCOME $ 44,066 $ 14,401 $ 41,582 $ 16,586
----------- ----------- ----------- -----------
OPERATING EXPENSES:
Management fees - general partner (Note 4) 369,720 123,240 382,354 119,029
General and administrative (Note 4) 102,463 63,461 56,771 24,639
Legal and accounting (Note 4) 113,935 36,630 96,058 21,434
Interest (Notes 3 and 4) 617,718 205,906 711,469 205,906
----------- ----------- ----------- -----------
Total operating expenses 1,203,836 429,237 1,246,652 371,008
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (1,159,770) (414,836) (1,205,070) (354,422)
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED
AS INCOME 395,207 16,322 439,020 --
EQUITY IN INCOME OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS (Note 2) 276,000 92,000 109,134 36,378
----------- ----------- ----------- -----------
NET LOSS BEFORE EXTRAORDINARY GAIN (488,563) (306,514) (656,916) (318,044)
EXTRAORDINARY GAIN -
DEBT FORGIVENESS (NOTE 3) -- -- 2,149,096 --
----------- ----------- ----------- -----------
NET INCOME (LOSS) AFTER EXTRAORDINARY GAIN $ (488,563) $ (306,514) $ 1,492,180 $ (318,044)
=========== =========== =========== ===========
NET LOSS PER LIMITED PARTNERSHIP INTEREST
INTEREST BEFORE EXTRAORDINARY GAIN $ (40) $ (25) $ (53) $ (26)
=========== =========== =========== ===========
NET INCOME (LOSS) PER LIMITED PARTNERSHIP
INTEREST AFTER EXTRAORDINARY GAIN $ (40) $ (25) $ 121 $ (26)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' DEFICIENCY
NINE MONTHS ENDED SEPTEMBER 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
----------- ----------- -----------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS 12,368
===========
DEFICIENCY,
January 1, 1998 $ (306,605) $(5,279,265) $(5,585,870)
Net loss for the nine months
ended September 30, 1998 (4,886) (483,677) (488,563)
----------- ----------- -----------
DEFICIENCY,
September 30, 1998 $ (311,490) $(5,762,943) $(6,074,433)
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (488,563) $ 1,492,180
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 (276,000) (109,134)
Extraordinary gain - Debt forgiveness -- (1,500,000)
Increase in other assets (67,499) (64,299)
Increase in accrued interest payable 553,605 (1,078,700)
Increase in accrued fees and expenses due general partners 317,356 232,357
Increase (decrease) in accounts payable 48,947 (10,679)
----------- -----------
Net cash provided by (used in) operating activities 87,846 (1,038,275)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnerships
recognized as a return of capital 129,638 1,287,681
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 217,484 249,406
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,162,398 948,476
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,379,882 $ 1,197,882
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
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,
1997. 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 September 30, 1998 and the results of operations for the
nine and three months then ended and changes in cash flows for the nine
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 NAPICO, Housing Programs
Corporation II and Coast Housing Investment Associates ("CHIA"). LBI
Group Inc. owns 100 percent of the stock of Housing Programs Corporation
II. NAPICO is a wholly owned subsidiary of Casden Investment Corporation,
which is wholly owned by Alan I. Casden. CHIA is a limited partnership
formed under the California Limited Partnership Act and consists of
Messrs. Nicholas G. Ciriello, an unrelated individual, as general partner
and Charles H. Boxenbaum, as limited partner.
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> 8
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
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
account and amortized on a straight line basis over the estimated lives
of the underlying assets.
NET LOSS PER LIMITED PARTNERSHIP INTEREST
Net income (loss) per limited partnership interest was computed by
dividing the limited partners' share of net income (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. The
Partnership has its cash and cash equivalents on deposit primarily with
one money market mutual fund. Such cash and cash equivalents are
uninsured.
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.
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.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership currently holds limited partnership interests in 17
limited partnerships. The 17 lower-tier limited partnerships own
residential rental projects consisting of a total of 2,542 apartment
units. The mortgage loans encumbering these projects are insured by
United States Department of Housing and Urban Development ("HUD") or
state governmental agencies.
6
<PAGE> 9
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
The Partnership, as a limited partner, is entitled to 99 percent of the
income and losses of the lower-tier limited partnerships.
Equity in losses of limited partnerships is recognized in the financial
statements until the limited partnership investment account 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 recognized as a reduction
of capital until the investment balance has been reduced to zero or a
negative amount equal to future capital contributions required.
Subsequent distributions are recognized as income.
The following is a summary of the Partnership's investment in lower-tier
limited partnerships for the nine and three months ended September 30,
1998:
<TABLE>
<S> <C>
Balance, beginning of period $13,409,054
Amortization of acquisition costs (24,000)
Equity in income of limited partnerships 300,000
Distribution recognized as return of capital (129,638)
-----------
Balance, end of period $13,555,416
===========
</TABLE>
The difference between the investment per the accompanying balance sheets
at September 30, 1998 and December 31, 1997, and the deficiency per the
unaudited combined estimated statements of operations is due primarily to
cumulative unrecognized equity in losses of certain limited partnerships,
costs capitalized to the investment account and cumulative distributions
recognized as income.
The following are unaudited combined estimated statements of operations
for the nine and three months ended September 30, 1998 and 1997 for the
limited partnerships in which the Partnership has investments:
<TABLE>
<CAPTION>
Nine months Three months Nine months Three months
ended ended ended ended
Sept. 30, 1998 Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
INCOME
Rental and Other $ 13,224,000 $ 4,408,000 $ 13,452,000 $ 4,484,000
------------ ------------ ------------ ------------
EXPENSES
Depreciation 2,580,000 860,000 2,649,000 883,000
Interest 2,586,000 862,000 2,730,000 910,000
Operating 8,427,000 2,809,000 8,946,000 2,982,000
------------ ------------ ------------ ------------
Total expenses 13,593,000 4,531,000 14,325,000 4,775,000
------------ ------------ ------------ ------------
NET LOSS $ (369,000) $ (123,000) $ (873,000) $ (291,000)
============ ============ ============ ============
</TABLE>
7
<PAGE> 10
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Under recently adopted law and policy, HUD has determined not to renew
HAP contracts on their existing terms. In connection with renewals of
the housing assistance payments contracts ("HAP Contracts") under such
new law and policy, the amount of rental assistance payments under
renewed HAP Contracts will be based on market rentals instead of above
market rentals, which was generally the case under existing HAP
Contracts. As a result, existing HAP Contracts that are renewed in the
future on projects insured by the Federal Housing Administrative of HUD
("FHA") will not provide sufficient cash flow to permit owners of
properties to meet the debt service requirements of these existing
FHA-insured mortgages. In order to address the reduction in payments
under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and Affordability Act of 1997 ("MAHRAA"), which
was adopted in October 1997, provides for the restructuring of mortgage
loans insured by the FHA with respect to properties subject to HAP
Contracts that have been renewed under the new policy. The restructured
loans will be held by the current lender or another lender. Under
MAHRAA, an FHA-insured mortgage loan can be restructured to reduce the
annual debt service on such loan. There can be no assurance that the
Partnership will be permitted to restructure its mortgage indebtedness
pursuant to the new HUD rules implementing MAHRAA or that the
Partnership would choose to restructure such mortgage indebtedness if it
were eligible to participate in the MAHRAA program. It should be noted
that there are uncertainties as to the economic impact on the
Partnership of the combination of the reduced payments under the HAP
Contracts and the restructuring of the existing FHA-insured mortgage
loans under MAHRAA. Accordingly, the General Partners are unable to
predict with certainty their impact on the Partnership's future cash
flow.
A real estate investment trust ("REIT") organized by affiliates of
NAPICO has advised the Partnership that it intends to make a proposal to
purchase from the Partnership certain of the limited partnership
interests held for investment by the Partnership.
The REIT proposes to purchase such limited partnership interests for
cash, which it plans to raise in connection with a private placement of
its equity securities. The purchase is subject to, among other things,
(i) consummation of such private placement by the REIT; (ii) the
purchase of the general partnership interests in the local limited
partnerships by the REIT; (iii) the approval of HUD and certain state
housing finance agencies; (iv) the consent of the limited partners to
the sale of the local limited partnership interests held for investment
by the Partnership; and (v) the consummation of a minimum number of
purchase transactions with other NAPICO affiliated partnerships.
A consent solicitation statement has been sent to the limited partners
setting forth the terms and conditions of the purchase of the limited
partners' interests held for investment by the Partnership, together
with certain amendments to the Partnership Agreement and other
disclosures of various conflicts of interest in connection with the
proposed transaction. As of November 2, 1998, the consents of the
limited partners to the sale of the partnership interests and amendments
to the Partnership Agreement have been obtained. In addition, the REIT
has completed buy-out negotiations with a majority of the general
partners of the local limited partnerships and has obtained approval
from HUD.
8
<PAGE> 11
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
NOTE 3 - NOTES PAYABLE
Certain of the Partnership's investments involved purchases of
partnership interests from partners who subsequently withdrew from the
operating partnership. The Partnership is obligated for non-recourse
notes payable of $8,669,743 to the sellers of the partnership interests,
bearing interest at 9.5 percent per annum to the various sellers of the
partnership interests. The notes have principal maturity dates ranging
from December 31, 1999 to December 2001 or upon sale or refinancing of
the underlying partnership properties. These obligations and the related
interest are collateralized by the Partnership's investment in the
investee limited partnerships and are payable only out of cash
distributions from the investee partnerships, as defined in the notes.
Unpaid interest is due at maturity of the notes.
During 1997, the lower-tier partnership that owns Deep Lake Hermitage
Apartments ("Deep Lake") consummated the sale of the apartment complex
for $4,800,000. There were two notes payable by the Partnership to
sellers of interests in the lower-tier partnership that owns the Deep
Lake property in the aggregate principal amount of $1,500,000, which
were secured by the Partnership's interest in the local limited
partnership. The notes had accrued interest of $1,650,696, for a total
amount due of $3,150,696. The Partnership entered into an agreement with
the note holders, who accepted a reduced payment of $1,001,600 in full
satisfaction of all obligations, in order to enable the sale of
property. This was paid by the lower tier partnership from proceeds of
the sale, and approximated the Partnership's investment balance in Deep
Lake. In addition, the apartment complex had a first mortgage note of
approximately $3,500,000 which was paid off from proceeds of the sale.
In 1997, the Partnership recognized an extraordinary gain of $2,149,096
from the forgiveness of the debt.
NOTE 4 - FEES AND EXPENSES DUE TO GENERAL PARTNERS
Under the terms of the Restated Certificate and Agreement of the Limited
Partnership, the Partnership is obligated to the general partners for an
annual management fee equal to 0.5 percent of the original 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.
As of September 30, 1998, the fees and expenses due the general partners
exceeded the Partnership's cash. 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.
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.
9
<PAGE> 12
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
NOTE 5 - CONTINGENCIES (CONTINUED)
The Partnership has assessed the potential impact of the Year 2000
computer systems issue on its operations. The Partnership believes that
no significant actions are required to be taken by the Partnership to
address the issue and that the impact of the Year 2000 computer systems
issue will not materially affect the Partnership's future operating
results or financial condition.
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 cash flow generated by 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.
10
<PAGE> 13
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
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 on
money market accounts and certificates of deposit 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 the Partnership's 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 also receives distributions from the lower-tier limited
partnerships in which it has invested.
Distributions received from limited partnerships are recognized 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 recognized 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.
A recurring partnership expense is the annual management fee. The fee is
payable to the General Partners of the Partnership and is calculated at
.5 percent of the Partnership's invested assets. The management fee is
paid to the General Partners for their continuing management of
partnership affairs. The fee is payable beginning with the month
following the Partnership's initial investment in a local limited
partnership. Management fees were $369,720 and $382,354 for the nine
months ended September 30, 1998 and 1997, respectively. The fees have
decreased due to the sale of a property owned by a local partnership in
1997, which reduced the invested assets.
The Partnership is obligated on non-recourse notes payable of $8,669,743
at September 30, 1998 and December 31, 1997, which bear interest at 9.5
percent per annum and have principal maturities ranging from December
1999 to December 2001. The notes and related interest are payable from
cash flow generated from operations of the related rental properties as
defined in the notes. These obligations are collateralized by the
Partnership's investments in the limited partnerships. Unpaid interest
is due at maturity of the notes.
11
<PAGE> 14
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATION (CONTINUED)
Operating expenses, other than management fees and interest expense,
consist of legal and accounting fees for services rendered to the
Partnership and administrative expenses, which were generally consistent
for periods presented. Legal and accounting fees were $113,935 and
$96,058 for the nine months ended September 30, 1998 and 1997,
respectively. General and administrative expenses were $102,463 and
$56,771 for the periods ended September 30, 1998 and 1997, respectively.
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.
During the year ended December 31, 1997, the lower-tier partnership that
owns Deep Lake consummated the sale of the apartment complex for
$4,800,000. There were two notes payable by the Partnership to sellers
of interests in the lower-tier partnership that owns the Deep Lake
property in the aggregate principal amount of $1,500,000, which were
secured by the Partnership's interest in the local limited partnership.
The notes had accrued interest of $1,650,696, for a total amount due of
$3,150,696. The Partnership entered into an agreement with the note
holders, who accepted a reduced payment of $1,001,600 in full
satisfaction of all obligations, in order to enable the sale of
property. This was paid by the lower tier partnership from proceeds of
the sale, and approximated the Partnership's investment balance in Deep
Lake. In addition, the apartment complex had a first mortgage note of
approximately $3,500,000 which was paid off from proceeds of the sale.
The Partnership recognized an extraordinary gain of $2,149,096 from the
forgiveness of the debt in the second quarter of 1997.
Under recently adopted law and policy, HUD has determined not to renew
HAP contracts on their existing terms. In connection with renewals of
the housing assistance payments contracts ("HAP Contracts") under such
new law and policy, the amount of rental assistance payments under
renewed HAP Contracts will be based on market rentals instead of above
market rentals, which was generally the case under existing HAP
Contracts. As a result, existing HAP Contracts that are renewed in the
future on projects insured by the Federal Housing Administrative of HUD
("FHA") will not provide sufficient cash flow to permit owners of
properties to meet the debt service requirements of these existing
FHA-insured mortgages. In order to address the reduction in payments
under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and Affordability Act of 1997 ("MAHRAA"), which
was adopted in October 1997, provides for the restructuring of mortgage
loans insured by the FHA with respect to properties subject to HAP
Contracts that have been renewed under the new policy. The restructured
loans will be held by the current lender or another lender. Under
MAHRAA, an FHA-insured mortgage loan can be restructured to reduce the
annual debt service on such loan. There can be no assurance that the
Partnership will be permitted to restructure its mortgage indebtedness
pursuant to the new HUD rules implementing
12
<PAGE> 15
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATION (CONTINUED)
MAHRAA or that the Partnership would choose to restructure such mortgage
indebtedness if it were eligible to participate in the MAHRAA program.
It should be noted that there are uncertainties as to the economic
impact on the Partnership of the combination of the reduced payments
under the HAP Contracts and the restructuring of the existing
FHA-insured mortgage loans under MAHRAA. Accordingly, the General
Partners are unable to predict with certainty their impact on the
Partnership's future cash flow.
A real estate investment trust ("REIT") organized by affiliates of
NAPICO has advised the Partnership that it intends to make a proposal to
purchase from the Partnership certain of the limited partnership
interests held for investment by the Partnership.
The REIT proposes to purchase such limited partnership interests for
cash, which it plans to raise in connection with a private placement of
its equity securities. The purchase is subject to, among other things,
(i) consummation of such private placement by the REIT; (ii) the
purchase of the general partnership interests in the local limited
partnerships by the REIT; (iii) the approval of HUD and certain state
housing finance agencies; (iv) the consent of the limited partners to
the sale of the local limited partnership interests held for investment
by the Partnership; and (v) the consummation of a minimum number of
purchase transactions with other NAPICO affiliated partnerships.
A consent solicitation statement has been sent to the limited partners
setting forth the terms and conditions of the purchase of the limited
partners' interests held for investment by the Partnership, together
with certain amendments to the Partnership Agreement and other
disclosures of various conflicts of interest in connection with the
proposed transaction. As of November 2, 1998, the consents of the
limited partners to the sale of the partnership interests and amendments
to the Partnership Agreement have been obtained. In addition, the REIT
has completed buy-out negotiations with a majority of the general
partners of the local limited partnerships and has obtained approval
from HUD.
13
<PAGE> 16
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A report 8-K relating to an unsolicited offer to buy units of limited
partnership interests (the "Units"), as discussed below, was filed with
the Securities and Exchange Commission during the quarter ended
September 30, 1998.
On July 10, 1998, Bond Purchase, L.L.C. (the "Buyer") made an
unsolicited tender offer to buy a certain number of units in the
Partnership for a price of $100 per Unit. The Buyer did not contact the
Corporate General Partner prior to commencing its tender offer. By
letter dated July 20, 1998, the Corporate General Partner advised
limited partners that it had determined not to take a position with
respect to the tender offer but cautioned limited partners to consider
certain items before determining whether to tender their Units to the
Buyer. A copy of the letter from the Buyer is attached as an Exhibit to
this form 10-Q.
14
<PAGE> 17
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
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
/s/ PAUL PATIERNO
--------------------------------------
Paul Patierno
Chief Financial Officer
Date:
--------------------------------------
/s/ CHARLES BOXENBAUM
--------------------------------------
Charles Boxenbaum
Chief Executive Officer
Date:
--------------------------------------
15
<PAGE> 18
EXHIBIT 1
BOND PURCHASE, L.L.C.
P.O. Box 26730
Kansas City, MO 64196
July 10, 1998
To the Holders of Limited Partnership Interests in Housing Programs, Ltd.
RE: OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS FOR $100.00
Dear Investor:
We are offering you an opportunity to sell your limited partnership
interests (the "Units") in Housing Programs, Ltd. (the "Partnership") for cash
in the amount of $100.00 per Unit (which amount will be reduced by any cash
distributions declared by the Partnership after the date of this letter). Our
offer provides you with an opportunity to sell your Units now without the
costly transfer fees and commission costs (typically up to 10%) usually paid by
the seller in secondary market sales. ALL TRANSFER COSTS AND FEES WILL BE PAID
BY BOND PURCHASE, L.L.C.
We believe that it is appropriate for investors to have financial choices.
Our offer gives you, the investor, the ability to make a decision about your
continued involvement with the Partnership. You may no longer wish to continue
with your investment in the Partnership for a number of reasons, including:
* NO FURTHER IRS FILING
* The partnership does not pay any cash distributions.
* If you sell units, 1998 will be the final year for which you receive a
K-1 tax form from the partnership.
* You may be able to realize a tax loss that would reduce your taxes for
1998.
* The Partnership was closed twelve years ago in 1986. Your money has been
tied up for this long period with minimal return.
* More immediate use for the cash tied up in your investment in the Units.
<PAGE> 19
o The absence of a formal trading market for the Units and their resulting
relative illiquidity.
o General disenchantment with real estate investments, particularly
long-term investments in limited partnerships;
Our offer is limited to 300 of the 6,184 outstanding Units. If we were to
acquire more than this amount, the administrative costs of our offer would
become burdensome. If more than 300 units are offered to us, we will prorate
our purchases ratably to all sellers.
We will accept for purchase properly documented Units on a "first-received,
first-buy" basis. You will be paid promptly following confirmation of a valid,
properly executed Agreement of Transfer and other required transfer documents.
We will pay for all Partnership transfer fees and costs. All tenders of Units
will be irrevocable and may not be rescinded or withdrawn.
We are real estate investors who are not affiliated with the Partnership or
the General Partners. The General Partners of the Partnership have not analyzed,
approved, endorsed or made any recommendation as to acceptance of the offer.
The purchase offer has been determined solely at the discretion of Bond
Purchase, L.L.C. and does not necessarily represent the true market value of
each unit. We are seeking to acquire Units for investment purposes only and not
with a view to their resale.
An Agreement of Transfer is enclosed which you can use to accept our offer.
Please execute page 3 of this document, as well as the Power of Attorney. Obtain
all other required signatures and return the documentation in the enclosed
envelop. Please note that all signatures must be medallion guaranteed. The
transfer cannot be processed without signatures that are medallion guaranteed
and failure to obtain them will result in needless delays. In addition, place
your Unit Certificate in the enclosed envelope. We encourage you to act
immediately if you are interested in accepting our offer as only 300 Units will
be purchased.
OUR OFFER WILL EXPIRE AT 5:00 PM ON AUGUST 31, 1998, UNLESS EXTENDED.
Please call Kim Pham at (816) 421-4670 if you have any questions.
Sincerely,
Bond Purchase, L.L.C.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,379,882
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,447,381
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,002,797
<CURRENT-LIABILITIES> 52,802
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 6,074,433
<TOTAL-LIABILITY-AND-EQUITY> 15,002,797
<SALES> 0
<TOTAL-REVENUES> 715,273
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 586,118
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 617,718
<INCOME-PRETAX> (488,563)
<INCOME-TAX> 0
<INCOME-CONTINUING> (488,563)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (488,563)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
