<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended DECEMBER 31, 1999
Commission File Number
0-13808
HOUSING PROGRAMS LIMITED
A CALIFORNIA LIMITED PARTNERSHIP
(Formerly, Shearson Lehman/Coast Savings Housing Partners, Limited)
I.R.S. Employer Identification No. 95-3906167
9090 WILSHIRE BLVD., SUITE 201, BEVERLY HILLS, CALIFORNIA 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 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
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PART I.
ITEM 1. BUSINESS
Housing Programs Limited (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 6,184 Limited
Partnership Interests and warrants to purchase a maximum of 6,184 Additional
Limited Partnership Interests through a public offering.
The general partners of the Partnership are National Partnership Investments
Corp. ("NAPICO"), Housing Programs Corporation II and Coast Housing Investment
Associations ("CHIA") (collectively, the "General Partners"). The business of
the Partnership is conducted primarily by its General Partners as Housing
Programs Limited has no employees of its own.
Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P. (the "Operating
Partnership"), a majority owned subsidiary of Casden Properties Inc., a real
estate investment trust organized by Alan I. Casden, purchased a 95.25% economic
interest in NAPICO. The current members of NAPICO's Board of Directors are
Charles H. Boxenbaum, Bruce E. Nelson and Alan I. Casden. LBI Group Inc. owns
all of the stock of Housing Programs Corporation II. 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.
The Partnership holds limited partnership interests in 10 local limited
partnerships (referred herein as the "local" or "lower-tier" limited
partnerships) as of December 31, 1999, after selling its interests in 7 local
limited partnerships, in December 1998, to the Operating Partnership. As of
December 31, 1999 and 1998, an affiliate of NAPICO holds a general partnership
interest in 5 of the local limited partnerships. The remaining local
partnerships general partners are unaffiliated with the Partnership. Each of the
local partnerships owns a low income housing project which is subsidized and/or
has a mortgage note payable to or insured by agencies of the federal or local
government.
In order to stimulate private investment in low income housing, the federal
government and certain state and local agencies provided ownership incentives,
including among others, interest subsidies, rent supplements, and mortgage
insurance, with the intent of reducing certain market risks and providing
investors with certain tax benefits, plus limited cash distributions and the
possibility of long-term capital gains. There remains, however, significant
risks associated with the ownership of low income housing projects. The
long-term nature of investments in government assisted housing limits the
ability of the Partnership to vary its portfolio in response to changing
economic, financial and investment conditions; such investments are also subject
to changes in local economic circumstances and housing patterns, as well as
rising operating costs, vacancies, rent collection difficulties, energy
shortages and other factors which have an impact on real estate values. These
projects also require greater management expertise and may have higher operating
expenses than conventional housing projects.
Under recently adopted law and policy, the United States Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment ("HAP") Contracts on a long term basis on the existing terms. In
connection with renewals of the 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 may be the case under
existing HAP Contracts. The payments under the renewed HAP Contracts are not
expected to be in an amount that would provide sufficient cash flow to permit
owners of properties subject to HAP Contracts to meet the debt service
requirements of existing loans insured by the Federal Housing Administration of
HUD ("FHA") unless such mortgage loans are restructured. 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 the Section 8
program. Under MAHRAA, an FHA-insured mortgage loan
1
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can be restructured into a first mortgage loan which will be amortized on a
current basis and a low interest second mortgage loan payable to FHA which will
only be payable on maturity of the first mortgage loan. This restructuring
results in a reduction in annual debt service payable by the owner of the
FHA-insured mortgage loan and is expected to result in an insurance payment from
FHA to the holder of the FHA-insured loan due to the reduction in the principal
amount. MAHRAA also phases out project-based subsidies on selected properties
serving families not located in rental markets with limited supply, converting
such subsidies to a tenant-based subsidy.
On September 11, 1998, HUD issued interim regulations implementing MAHRAA and
final regulations are expected to be issued in 2000.
When the HAP Contracts are subject to renewal, there can be no assurance that
the local limited partnerships in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
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 is uncertain.
The Partnership became the limited partner in the local limited partnerships
pursuant to arm's-length negotiations with the local limited partnerships'
general partners who are often the original project developers. In certain other
cases, the Partnership invested in newly formed local limited partnerships
which, in turn, acquired the projects. As a limited partner, the Partnership's
liability for obligations of the local limited partnership is limited to its
investment. The general partner of the local limited partnership retains
responsibility for maintaining, operating and managing the project. Under
certain circumstances, the Partnership has the right to replace the general
partner of the limited partnerships.
Although each of the partnerships in which the Partnership has invested will
generally own a project which must compete in the market place for tenants,
interest subsidies and rent supplements from governmental agencies make it
possible to offer these dwelling units to eligible "low income" tenants at a
cost significantly below the market rate for comparable conventionally financed
dwelling units in the area.
2
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During 1999, all of the projects in which the Partnership had invested were
substantially rented. The following is a schedule of the status, as of December
31, 1999, of the projects owned by local partnerships in which the Partnership
has invested.
SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH HOUSING PROGRAMS LIMITED HAS AN INVESTMENT
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Units Authorized
For Rental Percentage of
No. of Assistance Under Units Total Units
Name and Location Units Section 8 Occupied Occupied
- ----------------- ----- --------------- -------- ----------
<S> <C> <C> <C> <C>
Cape LaCroix 125 0 124 99%
Cape Girardeau, MO
Cloverdale 100 100 97 97%
Crawfordsville, IN
Cloverleaf 94 94 94 100%
Indianapolis, IN
Evergreen Apts 330 330 314 95%
Oshtemo, MI
Jenny Lind Hall 78 78 78 100%
Springfield, MO
Lancaster Heights 198 0 194 98%
Normal, IL
Midpark Towers 202 200 178 88%
Dallas, TX
Plaza Village 228 228 228 100%
Woonsocket, RI
Santa Fe Towers 252 251 237 94%
Overland Park, KS
Walnut Towers 78 77 70 90%
Winfield, KS
------ ---- -----
TOTAL 1,685 1,358 1,614 97%
===== ===== =====
</TABLE>
3
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ITEM 2. PROPERTIES
Through its investments in local limited partnerships, the Partnership holds
interests in real estate properties.
ITEM 3. LEGAL PROCEEDINGS
On August 4, 1999, one investor holding one unit of limited partnership interest
in the Partnership commenced an action in the United States District Court for
the Central District of California against the Partnership, NAPICO and certain
other affiliated entities. The complaint alleges that the defendants breached
their fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made materially false and misleading statements in the consent
solicitation statements sent to the limited partners of such partnerships
relating to approval of the transfer of partnership interests in limited
partnerships, owning certain of the properties, to the Operating Partnership
organized by an affiliate of NAPICO. The plaintiffs seek equitable relief, as
well as compensatory damages and litigation related costs. The managing general
partner of such NAPICO managed partnerships and the other defendants believe
that the plaintiffs' claims are without merit and intend to contest the actions
vigorously.
As of December 31, 1999, NAPICO was a plaintiff or defendant in several
lawsuits. None of these suits are related to the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In August 1998, a consent solicitation statement was 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, by the Operating
Partnership, together with certain amendments to the Partnership Agreement and
other disclosures of various conflicts of interest in connection with the
proposed transaction. Prior to the sale of the partnership interests in 1998,
the consents of the limited partners to the sale and amendments to the
Partnership Agreement were obtained.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS AND RELATED SECURITY
HOLDER MATTERS
The Limited Partnership Interests are not traded on a public exchange, and it is
not anticipated that any public market will develop for the purchase and sale of
any Limited Partnership Interest. Limited Partnership Interests may be
transferred only if certain requirements are satisfied. Currently, there are
2,747 registered holders of Limited Partnership Interests in the Partnership.
The Partnership has invested in certain government assisted projects under
programs which in many instances restrict the cash return available to project
owners. The Partnership was not designed to provide cash distributions to
investors in circumstances other than refinancing or dispositions of its
investments in limited partnerships. In March 1999, the Partnership made
distributions of $695,687 to the limited partners and $7,027 to the general
partners, which included using proceeds from the sale of the partnership
interests.
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ITEM 6. SELECTED FINANCIAL DATA:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Loss From Operations $ (910,387) $ (1,510,232) $ (1,554,011) $ (1,698,332) $ (1,727,047)
Gain on Sale of Limited
Partnership Interests -- 5,398,913 -- -- --
Distribution From Limited
Partnerships Recognized
as Income 821,124 489,499 468,618 387,721 307,474
Equity in Income (Loss)
of Limited Partnerships
and amortization of
acquisition costs -- (9,591,534) 367,144 142,894 87,795
Extraordinary gain - debt
forgiveness -- -- 2,149,096 -- --
------------ ------------ ------------ ------------ ------------
Net Income (Loss) $ (89,261) $ (5,213,354) $ 1,430,847 $ (1,167,717) $ (1,331,778)
============ ============ ============ ============ ============
Net Income (Loss) per Limited
Partner Interest $ (7) $ (417) $ 115 $ (93) $ (107)
============ ============ ============ ============ ============
Total assets $ 817,796 $ 1,034,465 $ 14,571,452 $ 15,312,532 $ 15,191,113
============ ============ ============ ============ ============
Investments in
Limited Partnerships $ -- $ -- $ 13,409,054 $ 14,364,056 $ 14,470,783
============ ============ ============ ============ ============
Notes payable $ 4,600,000 $ 4,600,000 $ 8,669,743 $ 10,169,743 $ 10,169,743
============ ============ ============ ============ ============
Fees and Expenses Due to
General Partners $ 1,730,608 $ 1,355,519 $ 1,562,552 $ 1,317,044 $ 990,393
============ ============ ============ ============ ============
</TABLE>
5
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
LIQUIDITY
The Partnership's primary sources of funds include interest income on money
market accounts and certificates of deposit and distributions from local
partnerships in which the Partnership has invested. It is not expected that any
of the local 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. The Partnership sold its interest in 7 local
limited partnerships on December 30, 1998, which resulted in cash proceeds to
the Partnership of $202,714. In March 1999, the Partnership distributed $695,687
to the limited partners and $7,027 to the general partners.
CAPITAL RESOURCES
The Partnership received $30,920,000 in subscriptions for units of Limited
Partnership Interests (at $5,000 per unit) during the period September 12, 1984,
to June 30, 1986, pursuant to a registration statement filed on Form S-11.
The Partnership made its capital contributions to the local limited partnerships
in stages, over a period of two to five years, with each contribution due on a
specified date, provided that certain conditions regarding construction or
operation of the project were fulfilled. The Partnership has no further capital
commitments to the local limited partnerships.
RESULTS OF OPERATIONS
The Partnership was formed to provide various benefits to its partners as
discussed in Item 1. It is anticipated that the local limited partnerships in
which the Partnership has invested could produce tax losses for as long as 20
years. Tax benefits will decline over time as the advantages of accelerated
depreciation are greatest in the earlier years, as deductions for interest
expense will decrease as mortgage principal is amortized and as the Tax Reform
Act of 1986 limits the deductions available.
At December 31, 1999, the Partnership has investments in 10 limited
partnerships, all of which own housing projects that were substantially all
rented. The Partnership sold its interest in 7 local partnerships in December
1998. The Partnership, as a limited partner, is entitled to 75% to 99% of the
profits and losses of the local limited partnerships. 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. 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 limited partnership investment account is reduced to zero are not
recognized. Limited partners are not liable for losses beyond their contributed
capital.
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.
The total losses from the local partnerships that were allocated to the
Partnership was approximately $996,000, $606,000 and $485,000 for the years
ended December 31, 1999, 1998 and 1997, respectively. However, because losses
incurred after the investment account is reduced to a zero balance are not
recognized, the Partnership recognized equity in income of limited partnerships
of $0, $281,486 and $367,144 for the years ended December 31, 1999, 1998 and
1997, respectively. In addition, the loss recorded by the Partnership in 1998
includes impairment losses of approximately $9,873,020 recognized to the
carrying values of the investments in certain local limited partnerships. The
cumulative amount of the unrecognized equity in losses of certain limited
partnerships was approximately $15,382,000 and $15,061,000 as of December 31,
1999 and 1998, respectively.
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<PAGE> 8
Distributions from the local limited partnerships in which the Partnership did
not have a positive investment balance were approximately $821,000, $489,000 and
$469,000 for the years ended December 31, 1999, 1998 and 1997, respectively.
These amounts were recognized as income on the accompanying statements of
operations, in accordance with the equity method of accounting.
As of December 31, 1999, 1998 and 1997, the Partnership has cash and cash
equivalents of $817,796, $831,751 and $1,162,398, respectively. Substantially
all of these amounts are on deposit with one money market mutual fund, earning
interest. This resulted in the Partnership earning approximately $20,000,
$56,000 and $58,000 in interest income for the years ended December 31, 1999,
1998 and 1997, respectively. The amount of interest income varies with market
rates available on deposits and with the amount of funds available for
investment. Cash equivalents can be converted to cash to meet obligations of the
Partnership 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 original remaining 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. Because of the decrease in invested
assets at the end of 1998 as a result of the sale of partnership interests,
management fees decreased from $492,960 and $509,806 for the years ended 1998
and 1997, respectively, to $310,790 for the year ended December 31, 1999. The
fees decreased in 1998 as compared to 1997 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 $4,600,000 which
bear interest at 9.5 percent per annum and mature on December 31,1999. The
Partnership was relieved of notes payable in the amount of $4,069,743 in
connection the sale of the partnership interests to the Operating Partnership.
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. Interest expense
totaled $437,000, $823,624 and $917,376 for 1999, 1998 and 1997, respectively.
Interest expense has decreased due to the relief of notes payable in 1998 and
the repayment of two notes totaling $1,500,000 in connection with the sale of
the property in 1997.
Operating expenses, other than management fees and interest expense, consist of
legal and accounting fees for services rendered to the Partnership and general
and administrative expenses. Legal and accounting fees were generally consistent
and were $93,124, $124,902 and $109,225 for the years ended December 31, 1999,
1998 and 1997, respectively. General and administrative expenses were $89,302,
$128,108 and $75,592 for the years ended December 31, 1999, 1998 and 1997,
respectively. Included in general and administrative expenses in 1999, 1998 and
1997 is $17,962, $37,556 and $5,540, respectively, in expenses related to the
third party review of the properties discussed below. Accounts payable at
December 31, 1998 includes $153,452 of such costs.
Revenues and expenses of the local limited partnerships decreased during the
year ended December 31, 1999 as compared to the prior years, as a result of the
sale of 7 partnership interests on December 30, 1998 and the sale of Deep Lake
Hermitage Apartments ("Deep Lake") in June 1997 (see below).
Total revenue for the local partnerships decreased from $16,839,000 and
$17,633,000 for the years ended December 31, 1998 and 1997, respectively, to
$10,322,000 for the year ended December 31, 1999.
Total expenses for the local partnerships decreased from $17,451,000 and
$18,123,000 for the years ended December 31, 1998 and 1997, respectively, to
$11,328,000 for the year ended December 31, 1999.
The total net loss for the local partnerships for 1999, 1998 and 1997 aggregated
$1,006,000, $612,000 and $490,000, respectively. The losses allocated to the
Partnership were $996,000, $606,000 and $485,000 for 1999, 1998 and 1997,
respectively.
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<PAGE> 9
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. In 1997, the Partnership recognized an
extraordinary gain of $2,149,096 from the forgiveness of the debt.
Under recently adopted law and policy, the United States Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment ("HAP") Contracts on a long term basis on the existing terms. In
connection with renewals of the 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 may be generally the
case under existing HAP Contracts. The payments under the renewed HAP Contracts
are not expected to be in an amount that would provide sufficient cash flow to
permit owners of properties subject to HAP Contracts to meet the debt service
requirements of existing loans insured by the Federal Housing Administration of
HUD ("FHA") unless such mortgage loans are restructured. 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 the Section 8
program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a
first mortgage loan which will be amortized on a current basis and a low
interest second mortgage loan payable to FHA which will only be payable on
maturity of the first mortgage loan. This restructuring results in a reduction
in annual debt service payable by the owner of the FHA-insured mortgage loan and
is expected to result in an insurance payment from FHA to the holder of the
FHA-insured loan due to the reduction in the principal amount. MAHRAA also
phases out project-based subsidies on selected properties serving families not
located in rental markets with limited supply, converting such subsidies to a
tenant-based subsidy.
On September 11, 1998, HUD issued interim regulations implementing MAHRAA and
final regulations are expected to be issued in 2000.
When the HAP Contracts are subject to renewal, there can be no assurance that
the local limited partnerships in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
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 is uncertain.
As a result of the foregoing, the Partnership in 1997 undertook an extensive
review of disposition, refinancing or reengineering alternatives for the
properties in which the limited partnerships have invested and are subject to
HUD mortgage and rental subsidy programs. The Partnership has incurred expenses
in connection with this review by various third party professionals, including
accounting, legal, valuation, structural and engineering costs, which amounted
to $37,556 and $5,540 for the years ended December 31, 1998 and 1997,
respectively, and are included in general and administrative expenses.
On December 30, 1998, the Partnership sold its limited partnership interests in
7 local limited partnerships, with a total carrying value of $3,691,082, to the
Operating Partnership. The sale resulted in proceeds to the Partnership of
$202,714 and a net gain of $5,398,913, after being relieved of notes and
interest payable of $9,172,563 and incurring selling costs of $285,282, most of
which are included in accounts payable at December 31, 1998. The cash proceeds
were held in escrow at December 31, 1998 and received subsequent to year-end. In
March 1999, the Partnership made cash distributions of $695,687 to the limited
partners and $7,027 to the general partners, which included using proceeds from
the sale of the partnership interests.
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The Operating Partnership purchased such limited partner interests for cash,
which it raised in connection with a private placement of its equity securities.
The purchase was subject to, among other things, (i) the purchase of the general
partner interests in the local limited partnerships by the Operating
Partnership; (iii) the approval of HUD and certain state housing finance
agencies; and (iii) the consent of the limited partners to the sale of the local
limited partnership interests held for investment by the Partnership.
In August 1998, a consent solicitation statement was 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. Prior to the
sale of the partnership interests, the consents of the limited partners to the
sale and amendments to the Partnership Agreement were obtained.
The Partnership, as a Limited Partner in the local partnerships in which it has
invested, is subject to the risks incident to the construction, management, and
ownership of improved real estate. The Partnership investments are also subject
to adverse general economic conditions, and, accordingly, the status of the
national economy, including substantial unemployment, concurrent inflation and
changing legislation, could increase vacancy levels, rental payment defaults,
and operating expenses, which in turn, could substantially increase the risk of
operating losses for the projects.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
The Financial Statements and Supplementary Data are listed under Item 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE:
Not applicable.
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HOUSING PROGRAMS LIMITED
(a California limited partnership)
FINANCIAL STATEMENTS,
FINANCIAL STATEMENT SCHEDULES
AND REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
DECEMBER 31, 1999
10
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Housing Programs Limited
(A California limited partnership)
We have audited the accompanying balance sheets of Housing Programs Limited (a
California limited partnership) as of December 31, 1999 and 1998, and the
related statements of operations, partners' deficiency and cash flows for each
of the three years in the period ended December 31, 1999. Our audits also
included the financial statement schedules listed in the index in item 14. These
financial statements and financial statement schedules are the responsibility of
the management of the Partnership. Our responsibility is to express an opinion
on these financial statements and financial statement schedules based on our
audits. We did not audit the financial statements of certain limited
partnerships, the investments in which are reflected in the accompanying
financial statements using the equity method of accounting. The equity in (loss)
income of these limited partnerships represent 5 percent and 8 percent of the
total net (loss) income of the Partnership for the years ended December 31, 1998
and 1997, respectively, and these limited partnerships represent a substantial
portion of the investee information in Note 2 and the financial statement
schedules. The financial statements of these limited partnerships were audited
by other auditors. Their reports have been furnished to us and our opinion,
insofar as it relates to the amounts included for these limited partnerships, is
based solely on the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits and the reports of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Housing Programs Limited as of December 31, 1999 and
1998, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1999 in conformity with generally
accepted accounting principles. Also, in our opinion, based on our audits and
the reports of other auditors, such financial statement schedules, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 3 to the
financial statements, the Partnership's recurring losses from operations,
partners' deficiency and past due notes and related accrued interest payable of
$10,614,861 raise substantial doubt about the Partnership's ability to continue
as a going concern. Management's plans concerning these matters are also
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
DELOITTE & TOUCHE LLP
Los Angeles, California
March 31, 2000
11
<PAGE> 13
HOUSING PROGRAMS LIMITED
(a California limited partnership)
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
ASSETS
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS
(Notes 1 and 2) $ -- $ --
CASH DUE FROM ESCROW (Note 2) -- 202,714
CASH AND CASH EQUIVALENTS (Note 1) 817,796 831,751
------------ ------------
TOTAL ASSETS $ 817,796 $ 1,034,465
============ ============
LIABILITIES AND PARTNERS' DEFICIENCY
LIABILITIES:
Notes payable (Notes 3 and 7) $ 4,600,000 $ 4,600,000
Accrued fees and expenses due general
partners (Note 4) 1,730,608 1,355,519
Accrued interest payable (Notes 3 and 7) 6,014,861 5,577,861
Accounts payable (Note 2) 63,528 300,309
------------ ------------
12,408,997 11,833,689
------------ ------------
COMMITMENTS AND CONTINGENCIES
(Notes 2, 4 and 6)
PARTNERS' DEFICIENCY:
General partners (366,659) (358,739)
Limited partners (11,224,542) (10,440,485)
------------ ------------
(11,591,201) (10,799,224)
------------ ------------
TOTAL LIABILITIES AND PARTNERS'
DEFICIENCY $ 817,796 $ 1,034,465
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
12
<PAGE> 14
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
INTEREST AND OTHER INCOME $ 19,829 $ 59,362 $ 57,988
----------- ----------- -----------
OPERATING EXPENSES:
Management fees - general partner (Note 4) 310,790 492,960 509,806
General and administrative (Note 4) 89,302 128,108 75,592
Legal and accounting 93,124 124,902 109,225
Interest (Note 3) 437,000 823,624 917,376
----------- ----------- -----------
Total operating expenses 930,216 1,569,594 1,611,999
----------- ----------- -----------
LOSS FROM OPERATIONS (910,387) (1,510,232) (1,554,011)
GAIN ON SALE OF LIMITED PARTNERSHIP
INTERESTS (Note 2) -- 5,398,913 --
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED
AS INCOME (Note 2) 821,124 489,499 468,618
EQUITY IN (LOSS) INCOME OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS (Note 1 and 2) -- (9,591,534) 367,144
----------- ----------- -----------
LOSS BEFORE EXTRAORDINARY GAIN -- (5,213,354) (718,249)
EXTRAORDINARY GAIN -
DEBT FORGIVENESS (Note 3) -- -- 2,149,096
----------- ----------- -----------
NET (LOSS) INCOME $ (89,263) $(5,213,354) $ 1,430,847
=========== =========== ===========
LOSS BEFORE EXTRAORDINARY GAIN
PER LIMITED PARTNERSHIP INTEREST $ (7) $ (417) $ (57)
=========== =========== ===========
NET (LOSS) INCOME PER LIMITED
PARTNERSHIP INTEREST $ (7) $ (417) $ 115
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
13
<PAGE> 15
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' DEFICIENCY
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
------------ ------------ ------------
<S> <C> <C> <C>
DEFICIENCY, January 1, 1997 $ (320,913) $ (6,695,804) $ (7,016,717)
Net income, 1997 14,308 1,416,539 1,430,847
------------ ------------ ------------
DEFICIENCY, December 31, 1997 (306,605) (5,279,265) (5,585,870)
Net loss, 1998 (52,134) (5,161,220) (5,213,354)
------------ ------------ ------------
DEFICIENCY, December 31, 1998 (358,739) (10,440,485) (10,799,224)
Distributions to partners (7,027) (695,687) (702,714)
Net loss, 1999 (893) (88,370) (89,263)
------------ ------------ ------------
DEFICIENCY, December 31, 1999 $ (366,659) $(11,224,542) $(11,591,201)
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
14
<PAGE> 16
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (89,263) $(5,213,354) $ 1,430,847
Adjustments to reconcile net (loss) income to net
cash provided by (used in) operating activities:
Extraordinary gain -- -- (2,149,096)
Gain on sale of partnership interests -- (5,398,913) --
Equity in loss (income) of limited partnerships -- 9,559,407 (399,271)
Amortization of acquisition costs -- 32,127 32,127
Increase in accrued interest payable 437,000 759,509 760,313
Increase (decrease) in accrued fees and
expenses due general partners 375,089 (207,033) 245,508
(Decrease) increase in accounts payable (236,781) 296,454 (27,052)
----------- ----------- -----------
Net cash provided by (used in) operating activities 486,045 (171,803) (106,624)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Costs related to the sale of partnership interests -- (285,282)
Capital contributions to limited partnerships 97,707 (556,697) (520,287)
Distributions from limited partnerships
recognized as a return of capital (97,707) 683,135 1,842,433
Proceeds from sale of limited partnership interests 202,714 -- --
----------- ----------- -----------
Net cash provided by (used in) investing activities 202,714 (158,844) 1,322,146
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of notes payable -- -- (1,001,600)
Distributions to partners (702,714) -- --
----------- ----------- -----------
Net cash used in financing activities (702,714) -- (1,001,600)
----------- ----------- -----------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (13,955) (330,647) 213,922
CASH AND CASH EQUIVALENTS,
beginning of year 831,751 1,162,398 948,476
----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
end of year $ 817,796 $ 831,751 $ 1,162,398
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash paid during the year for interest $ -- $ 64,113 $ 158,665
=========== =========== ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
See Note 2 to financial statements regarding
notes and interest payable
</TABLE>
The accompanying notes are an integral part of these financial statements.
15
<PAGE> 17
HOUSING PROGRAMS LIMITED
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Housing Programs Limited (the "Partnership"), formed under the
California Uniform Limited Partnership Act, was organized on May 15,
1984. The Partnership was formed to invest primarily in other limited
partnerships which own or lease and operate federal, state or local
government-assisted housing projects. The general partners of the
Partnership are National Partnership Investments Corp. (NAPICO), and
Coast Housing Investment Associates (CHIA), a limited partnership and
Housing Programs Corporation II.
Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of
Casden Investment Corporation ("CIC"), which is wholly owned by Alan I.
Casden. On December 30, 1998, Casden Properties Operating Partnership,
L.P., (the "Operating Partnership") a majority owned subsidiary of
Casden Properties Inc., a real estate investment trust organized by Alan
I. Casden, purchased a 95.25% economic interest in NAPICO. The limited
partner of CHIA is an officer of NAPICO.
The Partnership offered and issued 6,184 units of limited partnership
interests through a public offering. Each unit was comprised of two
limited partnership interests and one warrant, which entitled the
investor two additional limited partnership interests. An additional
6,184 of interests were issued from the exercise of warrants and the
sale of interests associated with warrants not exercised. The general
partners have a 1 percent interest in profits and losses of the
Partnership. The limited partners have the remaining 99 percent interest
in proportion to their respective investments.
The Partnership shall be dissolved only upon the expiration of 50
complete calendar years (December 31, 2034) from the date of the
formation of the Partnership or upon the occurrence of various other
events as described in the terms of the Partnership agreement.
Upon total or partial liquidation of the Partnership or the disposition
or partial disposition of a project or project interest and distribution
of the proceeds, the general partners will be entitled to a liquidation
fee as stipulated in the Partnership agreement. The limited partners
will have a priority return equal to their invested capital attributable
to the project(s) or project interest(s) sold and shall receive from the
sale of the project(s) or project interest(s) an amount sufficient to
pay state and federal income taxes, if any, calculated at the maximum
rate then in effect. The general partners' liquidation fee may accrue
but shall not be paid until the limited partners have received
distributions equal to 100 percent of their capital contributions.
16
<PAGE> 18
HOUSING PROGRAMS LIMITED
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
On December 30, 1998, the Partnership sold its limited partnership
interests in 7 local limited partnerships for net proceeds of $202,714
to the Operating Partnership.
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.
Method of Accounting for Investments in Limited Partnerships
The investments in local limited partnerships are accounted for on the
equity method. Acquisition, selection and other costs related to the
acquisition of the projects have been capitalized to the investment
account and are being amortized on a straight line basis over the
estimated lives of the underlying assets, which is generally 30 years.
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. The
Partnership has its cash and cash equivalents on deposit primarily with
one money market mutual fund. Such cash and cash equivalents are
uninsured.
17
<PAGE> 19
HOUSING PROGRAMS LIMITED
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
During 1998, the partnership recognized an impairment loss of $9,873,020
related to certain investments in local limited partnerships, which has
been included in equity in loss of limited partnerships.
2. INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership holds limited partnership interests in 10 limited
partnerships as of December 31, 1999 and 1998, after selling its
interests in 7 limited partnerships in 1998. The limited partnerships
own residential low income rental projects consisting of 1,685 apartment
units. The mortgage loans of these projects are payable to or insured by
various governmental agencies.
The Partnership, as a limited partner, is entitled to 99 percent of the
profits and losses of the 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. The cumulative amount of
unrecognized equity in losses of certain limited partnerships was
approximately $15,382,000 and $15,061,000 as of December 31, 1999 and
1998, respectively.
Distributions from the limited partnerships are recognized as a
reduction of capital until the investment balance has been reduced to
zero or to a negative amount equal to further capital contributions
required. Subsequent distributions are recognized as income.
18
<PAGE> 20
HOUSING PROGRAMS LIMITED
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
The following is a summary of the investments in limited partnerships
and reconciliation to the limited partnership accounts:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Investment balance, beginning of year $ -- $ 13,409,054
Equity in loss of limited partnerships -- (9,559,407)
Investment in partnership interests sold -- (3,691,082)
Amortization of capitalized acquisition costs and fees -- (32,127)
Capital contributions 97,707 556,697
Distributions recognized as a return of capital (97,707) (683,135)
------------ ------------
Investment balance, end of year $ -- $ --
============ ============
</TABLE>
The difference between the investment per the accompanying balance
sheets at December 31, 1999 and 1998, and the equity per the limited
partnerships' combined financial statements is due primarily to
cumulative unrecognized equity in losses of certain limited
partnerships, costs capitalized to the investment account, cumulative
distributions recognized as income and recognition of impairment losses.
Selected financial information from the combined financial statements of
the limited partnerships at December 31, 1999 and 1998 and for each of
the three years in the period ended December 31, 1999 is as follows:
Balance Sheets
<TABLE>
<CAPTION>
1999 1998
-------- --------
(in thousands)
<S> <C> <C>
Land and buildings, net $ 29,567 $ 31,923
======== ========
Total assets $ 44,197 $ 45,473
======== ========
Mortgages payable $ 27,953 $ 29,378
======== ========
Total liabilities $ 52,534 $ 52,238
======== ========
Deficit of Housing Programs Limited $ (8,019) $ (6,462)
======== ========
Deficit of other partners $ (318) $ (303)
======== ========
</TABLE>
19
<PAGE> 21
HOUSING PROGRAMS LIMITED
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Statements of Operations
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Total revenues $ 10,322 $ 16,839 $ 17,633
======== ======== ========
Interest expense $ 1,751 $ 3,251 $ 3,450
======== ======== ========
Depreciation $ 2,067 $ 3,363 $ 3,438
======== ======== ========
Total expenses $ 11,328 $ 17,451 $ 18,123
======== ======== ========
Net loss $ (1,006) $ (612) $ (490)
======== ======== ========
Net loss allocable to Housing Programs
Limited $ (396) $ (606) $ (485)
======== ======== ========
</TABLE>
Prior to the sale of certain partnership interests on December 30, 1998,
an affiliate of NAPICO was the general partner in 10 of the limited
partnerships included above, and another affiliate of NAPICO received
property management fees of approximately 5 to 6 percent of revenues
from 4 of these partnerships. Subsequent to the sale of certain
partnership interests, NAPICO is the general partner in five of the
limited partnerships, and another affiliate manages one of the limited
partnership's property. The affiliate received property management fees
of $57,228, $187,166 and $211,938 in 1999, 1998 and 1997, respectively.
The following sets forth the significant data for the partnerships in
which an affiliate of NAPICO is currently the general partner, reflected
in the accompanying financial statements using the equity method of
accounting:
20
<PAGE> 22
HOUSING PROGRAMS LIMITED
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
<TABLE>
<CAPTION>
1999 1998 1997
-------- ------------- -------------
(in thousands)
<S> <C> <C>
Total assets $ 18,210 $ 19,655
======== =============
Total liabilities $ 31,407 $ 30,911
======== =============
Deficiency of Housing Programs Limited $(12,949) $ (11,026)
======== =============
Deficiency of other partners $ (248) $ (230)
======== =============
Total revenue $ 4,719 $ 8,383 $ 9,119
======== ============= =============
Net loss $ (1,502) $ (616) $ (745)
======== ============= =============
</TABLE>
Under recently adopted law and policy, the United States Department of
Housing and Urban Development ("HUD") has determined not to renew the
Housing Assistance Payment ("HAP") Contracts on a long term basis on the
existing terms. In connection with renewals of the 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 may be the case under existing HAP Contracts. The
payments under the renewed HAP Contracts are not expected to be in an
amount that would provide sufficient cash flow to permit owners of
properties subject to HAP Contracts to meet the debt service
requirements of existing loans insured by the Federal Housing
Administration of HUD ("FHA") unless such mortgage loans are
restructured. 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 the
Section 8 program. Under MAHRAA, an FHA-insured mortgage loan can be
restructured into a first mortgage loan which will be amortized on a
current basis and a low interest second mortgage loan payable to FHA
which will only be payable on maturity of the first mortgage loan. This
restructuring results in a reduction in annual debt service payable by
the owner of the FHA-insured mortgage loan and is expected to result in
an insurance payment from FHA to the holder of the FHA-insured loan due
to the reduction in the principal amount. MAHRAA also phases out
project-based subsidies on selected properties serving families not
located in rental markets with limited supply, converting such subsidies
to a tenant-based subsidy.
21
<PAGE> 23
HOUSING PROGRAMS LIMITED
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
On September 11, 1998, HUD issued interim regulations implementing
MAHRAA and final regulations are expected to be issued in 2000.
When the HAP Contracts are subject to renewal, there can be no assurance
that the local limited partnerships in which the Partnership has an
investment will be permitted to restructure its mortgage indebtedness
under MAHRAA. In addition, 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 is
uncertain. As a result of the foregoing, the Partnership, in 1997,
undertook an extensive review of disposition, refinancing or
re-engineering alternatives for the properties in which the limited
partnerships have invested and are subject to HUD mortgage and rental
subsidy programs. The Partnership has incurred expenses in connection
with this review by various third party professionals, including
accounting, legal, valuation, structural and engineering costs, which
amounted to $17,962, $37,556 and $5,540 for the years ended December 31,
1999, 1998 and 1997, respectively, and are included in general and
administrative expenses. Accounts payable at December 31, 1998 includes
$153,452 of such costs.
On December 30, 1998, the Partnership sold its limited partnership
interests in 7 local limited partnerships, with a total carrying value
of $3,691,082, to the Operating Partnership. The sale resulted in
proceeds to the Partnership of $202,714 and a net gain of $5,398,913,
after being relieved of notes and interest payable of $9,172,563 and
incurring selling costs of $285,282, most of which are included in
accounts payable at December 31, 1998. The cash proceeds were held in
escrow at December 31, 1998 and were received in 1999. In March 1999,
the Partnership made cash distributions of $695,687 to the limited
partners and $7,027 to the general partners, which included using
proceeds from the sale of the partnership interests.
The Operating Partnership purchased such limited partner interests for
cash, which it raised in connection with a private placement of its
equity securities. The purchase was subject to, among other things, (i)
the purchase of the general partner interests in the local limited
partnerships by the Operating Partnership; (ii) the approval of HUD and
certain state housing finance agencies; and (iii) the consent of the
limited partners to the sale of the local limited partnership interests
held for investment by the Partnership.
22
<PAGE> 24
HOUSING PROGRAMS LIMITED
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
In August 1998, a consent solicitation statement was 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. Prior to the sale of the partnership interests,
the consents of the limited partners to the sale and amendments to the
Partnership Agreement were obtained.
Subsequent to year end, the Partnership sold its interest in one of the
limited partnerships for a payment of $175,000. The Partnership is
entitled to additional proceeds of up to $75,000 under certain
conditions.
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 $4,600,000 to the sellers of the partnership interests,
bearing interest at 9.5 percent. The Partnership was relieved of notes
payable in the amount of $4,069,743 in connection with the sale of the
partnership interests to the Operating Partnership in 1998. The notes
matured in December 1999. 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 the year ended December 31, 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.
23
<PAGE> 25
HOUSING PROGRAMS LIMITED
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
3. NOTES PAYABLE (CONTINUED)
Notes payable and related accrued interest payable aggregating
$10,614,861 as of December 31, 1999 become payable on December 31, 1999.
The Partnership has not made any payments and is in default under the
terms of the notes. Due to the Partnership's lack of cash and partners'
deficiency, there is substantial doubt about its ability to make these
payments, which would result in the possible foreclosure of the
investments in the local limited partnerships. As a result, there is
substantial doubt about the Partnerships' ability to continue as a going
concern.
Management is in process of attempting to negotiate extensions of the
maturity dates on the notes payable.
4. FEES AND EXPENSES DUE 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 asset management fee equal to .5% of the original remaining
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 interest in
the capital accounts of the respective limited partnerships.
As of December 31, 1999, 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.
5. 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. The major differences in tax and financial
reporting result from the use of different bases and depreciation
methods for the properties held by the limited partnerships. Differences
in tax and financial reporting also arise as losses are not recognized
for financial reporting purposes when the investment balance has been
reduced to zero or to a negative amount equal to further capital
contributions required.
24
<PAGE> 26
HOUSING PROGRAMS LIMITED
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
6. CONTINGENCIES
On August 27, 1998, two investors holding an aggregate of eight units of
limited partnership interests in Real Estate Associates Limited III (an
affiliated partnership in which NAPICO is the managing general partner)
and two investors holding an aggregate of five units of limited
partnership interest in Real Estate Associates Limited VI (another
affiliated partnership in which NAPICO is the managing general partner)
commenced an action in the United States District Court for the Central
District of California against the Partnership, NAPICO and certain other
affiliated entities. The complaint alleges that the defendants breached
their fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made materially false and misleading statements in the
consent solicitation statements sent to the limited partners of such
partnerships relating to approval of the transfer of partnership
interests in limited partnerships, owning certain of the properties, to
the Operating Partnership organized by an affiliate of NAPICO. The
plaintiffs seek equitable relief, as well as compensatory damages and
litigation related costs. On August 4, 1999, one investor holding one
unit of limited partnership interest in the Partnership commenced a
virtually identical action in the United States District Court for the
Central District of California against the Partnership, NAPICO and
certain other affiliated entities. The managing general partner of such
NAPICO managed partnerships and the other defendants believe that the
plaintiffs' claims are without merit and intend to contest the actions
vigorously.
NAPICO is a plaintiff in various lawsuits and has also been named as a
defendant in other lawsuits arising from transactions in the ordinary
course of business. In the opinion of management and NAPICO, the claims
will not result in any material liability to the Partnership.
7. 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. The carrying amount of assets
and liabilities reported on the balance sheets that require such
disclosure approximates fair value due to their short-term maturity.
25
<PAGE> 27
HOUSING PROGRAMS LIMITED
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
8. FOURTH-QUARTER ADJUSTMENT
The Partnership's policy is to record its equity in the loss of limited
partnerships on a quarterly basis using estimated financial information
furnished by the various local operating general partners. The equity in
(loss) income of limited partnerships reflected in the accompanying
financial statements is based primarily upon audited financial
statements of the investee limited partnerships.
26
<PAGE> 28
SCHEDULE
HOUSING PROGRAMS LIMITED
INVESTMENTS IN LIMITED PARTNERSHIPS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Year Ended December 31, 1999
----------------------------------------------------------------------------------------------------------
Cash
Balance Distri- Balance
January 1, Capital butions Equity in December 31,
Limited Partnerships 1999 Contributions Received Income/(Loss) Sale 1999
- -------------------- --------- ---------------- ---------------- ---------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Cape La Croix $ $ $ $ $ $
Cloverdale
Cloverleaf 24,899 (24,899) --
Evergreen Apts
Jenny Lind Hall
Lancaster Heights
Midpark Towers
Plaza Village
Santa Fe Towers 72,808 (72,808) --
Walnut Towers
--------- ---------------- ---------------- ---------------- -------- ------------
$ $ 97,707 $ (97,707) $ $ $ --
========= ================ ================ ================ ======== ============
</TABLE>
27
<PAGE> 29
SCHEDULE
(CONTINUED)
HOUSING PROGRAMS LIMITED
INVESTMENTS IN LIMITED PARTNERSHIPS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Year Ended December 31, 1999
---------------------------------------------------------------------------------------------
Cash
Balance Distri- Balance
January 1, Capital butions Equity in December 31,
Limited Partnerships 1999 Contributions Received Income/(Loss) Sale 1999
- ----------------- ----------- --------- ----------- ----------- ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Bannock Arms $ 615,775 $ $ $ 68,680 $ (684,455) $ --
Berkeley Gardens 288,107 (90,957) (197,150) --
Cape La Croix 2,237 (2,237) --
Cloverdale 29,843 (29,843) --
Cloverleaf 95,763 (95,763) --
Evergreen Apts 9,181,872 (77,702) (9,104,170) --
Friendship Arms 2,055,500 (35,039) (98,171) (1,922,290) --
Jenny Lind Hall
Lancaster Heights 21,858 (21,858) --
Locust House* 979,769 (16,897) (78,885) (883,987) --
Midpark Towers 236,732 (236,732) --
Oxford Towers* 3,200 (3,200) --
Plaza Village 288,031 (288,031) --
Round Barn Manor*
Santa Fe Towers 87,818 (87,818) --
Walnut Towers 48,005 (48,005) --
Westwood Terrace* 31,241 (31,241) --
----------- --------- ----------- ----------- ----------- -----
$13,409,054 $ 556,697 $ (683,135) $(9,591,534) $(3,691,082) $ --
=========== ========= =========== =========== =========== =====
</TABLE>
28
<PAGE> 30
SCHEDULE
(CONTINUED)
HOUSING PROGRAMS LIMITED
INVESTMENTS IN LIMITED PARTNERSHIPS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Year Ended December 31, 1997
------------------------------------------------------------------------------
Cash
Balance Distri- Balance
January 1, Capital butions Equity in December 31,
Limited Partnerships 1997 Contributions Received Income/(Loss) 1997
----------- ------------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Bannock Arms $ 638,495 $ 15,234 $ (198,839) $ 160,885 $ 615,775
Berkeley Gardens 316,528 (28,421) 288,107
Cape La Croix 6,784 (6,784) --
Cloverdale
Cloverleaf 22,229 (22,229) --
Deep Lake Hermitage 979,876 (979,876) --
Evergreen Apts. 8,762,504 (77,703) 497,071 9,181,872
Friendship Arms 2,189,065 (35,184) (98,381) 2,055,500
Jenny Lind Hall
Lancaster Heights 22,079 (21,858) (221) --
Locust House 1,032,519 (16,898) (35,852) 979,769
Midpark Towers 247,203 (247,203) --
Oxford Towers
Plaza Village 445,069 (29,101) (127,937) 288,031
Round Barn Manor
Santa Fe Towers 99,802 (99,802) --
Walnut Towers 75,714 (75,714) --
Westwood Terrace 31,242 (31,242) --
----------- -------- ----------- --------- -----------
$14,364,056 $520,287 $(1,842,433) $ 367,144 $13,409,054
=========== ======== =========== ========= ===========
</TABLE>
29
<PAGE> 31
SCHEDULE
(CONTINUED)
HOUSING PROGRAMS LIMITED
INVESTMENTS IN LIMITED PARTNERSHIPS
FOR THE YEARS ENDED
DECEMBER 31, 1999, 1998 AND 1997
NOTES: 1. Equity in income (losses) of the limited partnerships represents
the Partnership's allocable share of the net income (loss) from
the limited partnerships for the year. Equity in losses of the
limited partnerships will be recognized until the investment
balance is reduced to zero or below zero to an amount equal to
future capital contributions to be made by the Partnership.
2. Cash distributions from the limited partnerships will be treated
as a return on the investment and will reduce the investment
balance until such time as the investment is reduced to an amount
equal to additional contributions. Distributions subsequently
received will be recognized as income.
30
<PAGE> 32
HOUSING PROGRAMS LIMITED SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY HELD BY LOCAL LIMITED PARTNERSHIPS
IN WHICH H P L HAS INVESTMENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
BUILDINGS,
FURNISHINGS
AND EQUIPMENT
NUMBER OUTSTANDING AMOUNT CARRIED
OF MORTGAGE AT CLOSE OF ACCUMULATED
Partnership/Location APTS. LOAN LAND PERIOD TOTAL DEPRECIATION
---------- ------------- ---------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jenny Lind Hall 78 $ 685,200 $ 32,000 $ 886,202 $ 918,202 $ 118,202
Springfield, MO
Lancaster Heights 198 1,977,775 200,000 4,901,938 5,101,938 2,408,766
Normal, IL
Midpark Towers 202 3,937,081 532,593 8,729,209 9,261,802 4,659,965
Dallas, TX
Santa Fe Towers 252 5,706,905 316,724 11,534,322 11,851,046 5,998,979
Overland Park, KS
Walnut Towers 78 1,341,630 85,229 3,056,802 3,142,031 1,591,092
Winfield, KS
Cape La Croix 125 1,270,589 169,000 2,484,615 2,653,615 1,329,343
Cape Girardeau, MO
Cloverdale 100 916,880 100,000 2,051,596 2,151,596 1,088,761
Crawfordsville, IN
Cloverleaf 94 844,693 123,000 1,927,274 2,050,274 1,029,117
Indianapolis, IN
Evergreen Apts. 330 8,139,909 617,369 15,522,085 16,139,454 7,669,330
Oshtemo, MI
Plaza Village 228 3,132,514 369,700 7,170,570 7,540,270 5,349,988
Woonsocket, RI
----- ----------- ---------- ------------ ----------- -----------
1,685 $27,953,176 $2,545,615 $58,264,613 $60,810,228 $31,243,543
===== =========== ========== =========== =========== ===========
</TABLE>
31
<PAGE> 33
SCHEDULE III
(CONTINUED)
HOUSING PROGRAMS LIMITED
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL LIMITED PARTNERSHIPS
IN WHICH HPL HAS INVESTMENTS
DECEMBER 31, 1999
NOTES: 1. Each local limited partnership has developed, owns and operates
the housing project. Substantially all project costs, including
construction period interest expense, were capitalized by the
local limited partnerships.
2. Depreciation is provided for by various methods over the estimated
useful lives of the projects. The estimated composite useful lives
of the buildings are from 25 to 40 years.
3. Investments in property and equipment - limited partnerships:
<TABLE>
<CAPTION>
Buildings,
Furnishings,
And
Land Equipment Total
------------ ------------- ----------------
<S> <C> <C> <C>
Balance, January 1, 1997 $ 4,284,878 $ 98,665,078 $ 102,949,956
Net additions in 1997 (360,000) (5,632,467) (5,992,467)
------------ ------------- ----------------
Balance, December 31, 1997 3,924,878 93,032,611 96,957,489
Net additions in 1998 -- 1,005,225 1,005,225
Sale of Properties (1,300,263) (34,280,580) (35,580,843)
------------ ------------- ----------------
Balance, December 31, 1998 2,624,615 59,757,256 62,381,871
Net additions in 1999 (79,000) (1,492,643) (1,571,643)
------------ ------------- ----------------
Balance, December 31, 1999 $ 2,545,615 $ 58,264,613 $ 60,810,228
============ ============= ================
</TABLE>
32
<PAGE> 34
SCHEDULE III
(CONTINUED)
HOUSING PROGRAMS LIMITED
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL LIMITED PARTNERSHIPS
IN WHICH HPL HAS INVESTMENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Buildings,
Furnishings,
And
Equipment
-------------
<S> <C>
Accumulated Depreciation:
Balance, January 1, 1997 $ 45,224,425
Net additions for 1997 583,873
-------------
Balance, December 31, 1997 45,808,298
Net additions for 1998 3,281,218
Sale of Properties (18,630,725)
-------------
Balance, December 31, 1998 30,458,791
Net additions for 1999 784,752
-------------
Balance, December 31, 1999 $ 31,243,543
=============
</TABLE>
33
<PAGE> 35
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
HOUSING PROGRAMS LIMITED (the "Partnership") has no directors or executive
officers of its own.
The general partners of the Partnership are National Partnership Investments
Corp. ("NAPICO"), Coast Housing Investments Associates (an affiliate of NAPICO)
and Housing Programs Corporation II. Prior to December 30, 1998, NAPICO was a
wholly owned subsidiary of Casden Investment Corporation ("CIC"), which is
wholly owned by Alan I. Casden. On December 30, 1998, Casden Properties
Operating Partnership, L.P., (the "Operating Partnership") a majority owned
subsidiary of Casden Properties Inc., a real estate investment trust organized
by Alan I. Casden, purchased a 95.25% economic interest in NAPICO. Housing
Programs Corporation II is a wholly-owned subsidiary of LB I Group Inc. The
following biographical information is presented for the directors and executive
officers of NAPICO and officers of Housing Programs Corporation II with
principal responsibility for the Partnership's affairs.
CHARLES H. BOXENBAUM, 70, Chairman of the Board of Directors and Chief Executive
Officer of NAPICO.
Mr. Boxenbaum has been associated with NAPICO since its inception. He has been
active in the real estate industry since 1960, and prior to joining NAPICO was a
real estate broker with the Beverly Hills firm of Carl Rhodes Company.
Mr. Boxenbaum has been a guest lecturer at national and state realty
conventions, certified properties exchanger's seminars, Los Angeles Town Hall,
National Association of Home Builders, International Council of Shopping
Centers, Society of Conventional Appraisers, California Real Estate Association,
National Institute of Real Estate Brokers, Appraisal Institute, various mortgage
banking seminars, and the North American Property Forum held in London, England.
In 1963, he was the winner of the Snyder Award, the highest annual award offered
by the National Association of Real Estate Boards for Best Exchange. He is one
of the founders and a past director of the First Los Angeles Bank, organized in
November 1974. Mr. Boxenbaum was a member of the Board of Directors of the
National Housing Council. Mr. Boxenbaum received his Bachelor of Arts degree
from the University of Chicago.
BRUCE E. NELSON, 48, President and a director of NAPICO.
Mr. Nelson joined NAPICO in 1980 and became President in February 1989. He is
responsible for the operations of all NAPICO sponsored limited partnerships.
Prior to that he was primarily responsible for the securities aspects of the
publicly offered real estate investment programs. Mr. Nelson is also involved in
the identification, analysis, and negotiation of real estate investments.
From February 1979 to October 1980, Mr. Nelson held the position of Associate
General Counsel at Western Consulting Group, Inc., private residential and
commercial real estate syndicators. Prior to that time Mr. Nelson was engaged in
the private practice of law in Los Angeles. Mr. Nelson received his Bachelor of
Arts degree from the University of Wisconsin and is a graduate of the University
of Colorado School of Law. He is a member of the State Bar of California and is
a licensed real estate broker in California and Texas.
ALAN I. CASDEN, 54, Chairman of Casden Properties Inc., a director and member of
the audit committee of NAPICO, and chairman of the Executive Committee of
NAPICO.
Mr. Casden has been involved in approximately $3 billion of real estate
financings and sales and has been responsible for the development and
construction of more than 12,000 apartment units and 5,000 single-family homes
and condominiums.
Mr. Casden is a member of the American Institute of Certified Public Accountants
and of the California Society of Certified Public Accountants. Mr. Casden is a
member of the advisory board of the National Multi-Family Housing Conference,
the Multi-Family Housing Council, and the President's Council of the California
Building Industry Association. He also serves on the advisory board to the
School of Accounting of the University of Southern
34
<PAGE> 36
California. He holds a Bachelor of Science and a Masters in Business
Administration degree from the University of Southern California.
PAUL PATIERNO, 43, Chief Financial Officer.
Mr. Patierno joined NAPICO in 1998 and is responsible for its financial affairs,
as well as the limited partnerships sponsored by it. From 1995 until joining
NAPICO in September 1998, Mr. Patierno was a senior manager in the affordable
housing group of Altschuler, Melvoin and Glasser LLP, a national public
accounting firm. From 1990 to 1995, he practiced public accounting with a firm
specializing in real estate syndication. Mr. Patierno received his bachelor of
science degree in accounting from California State University at Northridge, and
is a member of the American Institute of Certified Public Accountants and the
California Society of Certified Public Accountants.
PATRICIA W. TOY, 70, Senior Vice President - Communications and Assistant
Secretary.
Mrs. Toy joined NAPICO in 1977, following her receipt of an MBA from the
Graduate School of Management, UCLA. From 1952 to 1956, Mrs. Toy served as a
U.S. Naval Officer in communications and personnel assignments. She holds a
Bachelor of Arts Degree from the University of Nebraska.
MARK L. WALTHER, 39, Executive Vice President, General Counsel and Assistant
Secretary.
Mr. Walther joined NAPICO in 1987 and is responsible for the legal affairs of
the NAPICO sponsored limited partnerships. Prior to joining NAPICO, Mr. Walther
worked in the San Francisco law firm of Browne and Kahn which specialized in
construction litigation. Mr. Walther received his Bachelor of Arts Degree in
Political Science from the University of California, Santa Barbara and is a
graduate of the University of California, Davis, School of Law. He is a member
of the State Bar of Hawaii.
NAPICO and several of its officers, directors and affiliates, including Charles
H. Boxenbaum, Bruce E. Nelson and Alan I. Casden, consented to the entry, on
June 25, 1997, of an administrative cease and desist order by the U.S.
Securities and Exchange Commission (the "Commission"), without admitting or
denying any of the findings made by the Commission. The Commission found that
NAPICO and others had violated certain federal securities laws in connection
with transactions unrelated to the Partnership. The Commission's order did not
impose any cost, burden or penalty on any partnership managed by NAPICO and does
not impact NAPICO's ability to serve as the Partnership's Managing General
Partner.
35
<PAGE> 37
ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS:
Housing Programs Limited has no officers, employees, or directors. However,
under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to pay the general partners an annual
management fee. The annual management fee is approximately equal to .5% of the
invested assets, including the Partnership's allocable share of the mortgages
related to real estate properties held by local limited partnerships. The fee is
earned beginning in the month the Partnership makes its initial contribution to
the local partnership. In addition, the Partnership reimburses NAPICO for
certain expenses.
An affiliate of NAPICO is responsible for the on-site property management for
certain properties owned by the limited partnerships in which the Partnership
has invested.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
(a) Security Ownership of Certain Beneficial Owners
The general partners own all of the outstanding general partnership
interests of Housing Programs Limited. No person is known to own
beneficially in excess of 5% of the outstanding limited partnership
interests.
(b) With the exception of the Initial Limited Partner, Bruce Nelson, who is
an officer of NAPICO, none of the officers or directors of NAPICO own
directly or beneficially any limited partnership interests in the
Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
The Partnership has no officers, directors or employees of its own. All of its
affairs are managed by the Corporate General Partner, National Partnership
Investments Corp. The Partnership is obligated to NAPICO for an annual
management fee equal to .5 percent of the original remaining 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 interest in the capital accounts of the respective
partnerships. The management fee was $310,790 for the year ended December 31,
1999 and $492,960 and $509,806 for the two years ended December 31, 1998 and
1997, respectively.
The Partnership reimburses NAPICO for certain expenses. The reimbursement to
NAPICO was $9,948 in 1996, and is included in general and administrative
expenses.
Prior to the sale of certain partnership interests on December 30, 1998, an
affiliate of NAPICO was the general partner in 10 of the limited partnerships
included above, and another affiliate of NAPICO received property management
fees of approximately 5 to 6 percent of revenues from 4 of these partnerships.
Subsequent to the sale of certain partnership interests, NAPICO is the general
partner in five of the limited partnerships, and another affiliate manages one
of the limited partnership's property. The affiliate received property
management fees of $57,228, $187,166 and $211,938 in 1999, 1998 and 1997,
respectively.
On December 30, 1998, the Partnership sold its limited partnership interests in
7 local limited partnerships, with a total carrying value of $3,691,082, to the
Operating Partnership. The sale resulted in proceeds to the Partnership of
$202,714 and a net gain of $5,398,913, after being relieved of notes and
interest payable of $9,172,563 and incurring selling costs of $285,282. In March
1999, the Partnership made cash distributions of $695,687 to the limited
partners and $7,027 to the general partners, which included using proceeds from
the sale of the partnership interests.
36
<PAGE> 38
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:
FINANCIAL STATEMENTS
Reports of Independent Public Accountants.
Balance Sheets as of December 31, 1999 and 1998.
Statements of Operations for the years ended December 31, 1999, 1998 and 1997.
Statements of Partners' Equity (Deficiency) for the years ended December 31,
1999, 1998 and 1997.
Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997.
Notes to Financial Statements.
FINANCIAL STATEMENT SCHEDULES
APPLICABLE TO HOUSING PROGRAMS LIMITED AND LIMITED PARTNERSHIPS IN WHICH HOUSING
PROGRAMS LIMITED HAS INVESTMENTS
Schedule - Investments in Limited Partnerships for the years ended December 31,
1999, 1998 and 1997.
Schedule III - Real Estate and Accumulated Depreciation of Property Held by
Local Limited Partnerships, December 31, 1999, 1998 and 1997.
The remaining schedules are omitted because the required information is included
in the financial statements and notes thereto or they are not applicable or not
required.
<TABLE>
<CAPTION>
EXHIBITS
- --------
<S> <C>
(3) Articles of incorporation and bylaws: The registrant is not
incorporated. The Partnership Agreement was filed with Form S-11
#2-92352 incorporated herein by reference.
(10) Material contracts: The registrant is not party to any material
contracts, other than the Restated Certificate and Agreement of
Limited Partnership dated May 15, l984, and the nineteen contracts
representing the partnership's investment in local limited
partnerships as previously filed at the Securities Exchange
Commission, File #2-92352 which is hereby incorporated by reference.
</TABLE>
REPORTS ON FORM 8-K
No reports on Form 8K were filed during the year ended December 31, 1999.
37
<PAGE> 39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Los Angeles,
State of California.
HOUSING PROGRAMS LIMITED
By: NATIONAL PARTNERSHIP INVESTMENTS CORP.
The General Partner
/s/ CHARLES H. BOXENBAUM
- -----------------------------------
Charles H. Boxenbaum
Chairman of the Board of Directors
and Chief Executive Officer
/s/ BRUCE E. NELSON
- -----------------------------------
Bruce E. Nelson
Director and President
/s/ ALAN I. CASDEN
- -----------------------------------
Alan I. Casden
Director
/s/ PAUL PATIERNO
- -----------------------------------
Paul Patierno
Chief Financial Officer
38
<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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 817,796
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 817,796
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 817,796
<CURRENT-LIABILITIES> 63,528
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (11,591,201)
<TOTAL-LIABILITY-AND-EQUITY> 817,796
<SALES> 0
<TOTAL-REVENUES> 840,953
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 493,216
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 437,000
<INCOME-PRETAX> (89,263)
<INCOME-TAX> 0
<INCOME-CONTINUING> (89,263)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (89,263)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
