NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
10-Q, 1995-08-14
REAL ESTATE
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<PAGE>   1
                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995

                         COMMISSION FILE NUMBER 0-14458



                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)
             (Exact name of registrant as specified in its charter)



                 MARYLAND                                  52-1365317
       (State or other jurisdiction                     (I.R.S. Employer
    of incorporation or organization)                 Identification No.)



                             1225 EYE STREET, N.W.
                            WASHINGTON, D.C.  20005
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (202) 347-6247
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   X         No        
    -------        -------
<PAGE>   2
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)
                        STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
                                                              June 30,            December 31,
                                                               1995                   1994    
                                                           -------------          ------------
<S>                                                          <C>                    <C>
                                     ASSETS

Cash and cash equivalents                                    $    12,383            $    44,627
Deposits held by escrow agents                                        28                     28
Investments in and advances to
  Local Limited Partnerships (Note 2)                          4,134,128              3,985,024
                                                              ----------             ----------
                                                             $ 4,146,539            $ 4,029,679
                                                              ==========             ==========

                       LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
    Due to General Partner (Note 3)                          $   197,811            $   197,811
    Deferred acquisition notes
      payable to General Partner                               2,414,468              2,414,468
    Accrued interest on deferred
      acquisition notes payable to
      General Partner                                          2,455,818              2,335,094
    Accrued interest on Due to General Partner
      (Note 3)                                                    21,865                 10,188
    Administrative and reporting fees
      payable to General Partner (Note 3)                        892,110                823,486
    Other accrued expenses                                        21,750                 37,350
                                                              ----------             ----------
                                                               6,003,822              5,818,397
                                                              ----------             ----------
Partners' deficit:
    General Partner -- The National
      Housing Partnership (NHP)                                 (173,662)              (172,976)
    Original Limited Partner --
      1133 Fifteenth Street Two Associates                      (178,562)              (177,876)
    Other Limited Partners -- 18,300
      investment units                                        (1,505,059)            (1,437,866)
                                                              ----------             ---------- 
                                                              (1,857,283)            (1,788,718)
                                                              ----------             ---------- 
                                                             $ 4,146,539            $ 4,029,679
                                                              ==========             ==========
</TABLE>





                       See notes to financial statements.

                                      -1-
<PAGE>   3
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                  Three Months Ended                 Six Months Ended
                                                        June 30,                          June 30,           
                                              --------------------------         ---------------------------
                                                  1995          1994                1995             1994
                                                  ----          ----                ----             ----
<S>                                             <C>            <C>                <C>           <C>
REVENUES:
    Share of income from
     Local Limited Partnerships                 $  61,786      $  2,288           $149,104      $   29,753
    Distributions and repayments
     received in excess of
     investment in and advances
     to Local Limited Partnerships                    -          89,038              7,449          95,999
    Interest income                                   101           542                757           1,157
                                                 --------       -------            -------       ---------

                                                   61,887        91,868            157,310         126,909
                                                 --------       -------            -------       ---------

COSTS AND EXPENSES:
    Loss on investment in Local
     Limited Partnerships                             -             142                -             6,673
    Administrative and reporting
     fees to General Partner (Note 3)              34,312        34,312             68,624          68,624
    Interest on deferred acquisition
     notes to General Partner                      60,362        60,362            120,724         120,724
    Interest on due to General Partner              5,996         5,742             11,677          11,221
    Other operating expenses                       13,236        14,475             24,850          24,224
                                                 --------      --------           --------       ---------

                                                  113,906       115,033            225,875         231,466
                                                 --------      --------           --------       ---------

NET LOSS                                         $(52,019)     $(23,165)          $(68,565)      $(104,557)
                                                  =======       =======            =======        ========

NET LOSS ASSIGNABLE TO
  LIMITED PARTNERS                               $(50,977)     $(22,701)          $(67,193)      $(102,465)
                                                  =======       =======            =======        ======== 

NET LOSS PER LIMITED
  PARTNERSHIP INTEREST                           $     (3)     $     (1)          $     (4)      $      (6)
                                                 ========       =======            =======        ======== 
</TABLE>





                       See notes to financial statements.

                                      -2-
<PAGE>   4
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)
                         STATEMENT OF PARTNERS' DEFICIT


<TABLE>
<CAPTION>
                                     The National            1133
                                        Housing           Fifteenth            Other
                                      Partnership         Street Two          Limited
                                         (NHP)            Associates          Partners            Total
                                     ------------         ----------          --------            -----
<S>                                      <C>               <C>               <C>               <C>
Deficit at January 1, 1995               $(172,976)        $(177,876)        $(1,437,866)      $(1,788,718)

Net loss -- six months
  ended June 30, 1995                         (686)             (686)            (67,193)          (68,565)
                                          --------          --------          ----------        ---------- 
Deficit at June 30, 1995                 $(173,662)        $(178,562)        $(1,505,059)      $(1,857,283)
                                          ========          ========          ==========        ========== 
Percentage interest at
  June 30, 1995                                 1%                1%                 98%              100%
                                          ========          ========          ==========        ========== 
                                                (A)               (B)                 (C)
</TABLE>

(A) General Partner

(B) Original Limited Partner

(C) Consists of 18,300 investments units of 0.00536% held by 1,300 investors





                       See notes to financial statements.

                                      -3-
<PAGE>   5
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                  Six Months Ended June 30    
                                                                                  ------------------------ 
                                                                                 1995                   1994
                                                                                 ----                   ----
<S>                                                                            <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Distributions received from Local Limited Partnerships                     $    -                $ 21,850
    Distributions received in excess of investment in and
     advances to Local Limited Partnerships                                         -                  72,186
    Interest paid to General Partner                                                -                 (66,997)
    Interest received                                                               757                 1,157
    Operating expenses paid                                                     (40,450)              (17,682)
                                                                                -------               ------- 

    Net cash (used in) provided by operating activities                         (39,693)               10,514
                                                                                -------               -------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Advances to Local Limited Partnerships                                          -                  (6,673)
    Repayment of advances to Local Limited Partnerships                           7,449                23,813
                                                                                -------               -------

    Net cash provided by investing activities                                     7,449                17,140
                                                                                -------               -------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of advances from General Partner                                      -                  (6,001)
                                                                                -------               ------- 

NET (DECREASE) INCREASE IN CASH AND CASH
  EQUIVALENTS                                                                   (32,244)               21,653

CASH AND CASH EQUIVALENTS, BEGINNING OF
  PERIOD                                                                         44,627                35,583
                                                                                -------               -------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                       $ 12,383              $ 57,236
                                                                                =======               =======
</TABLE>





                       See notes to financial statements.

                                      -4-
<PAGE>   6
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS
                                  (CONTINUED)


<TABLE>
<CAPTION>
                                                                               Six Months Ended June 30,
                                                                               -------------------------
                                                                              1995                  1994
                                                                              ----                  ----
<S>                                                                       <C>                     <C>
RECONCILIATION OF NET LOSS TO NET CASH
  (USED IN) PROVIDED BY OPERATING
  ACTIVITIES:

Net loss                                                                   $ (68,565)             $(104,557)
                                                                            --------               -------- 

Adjustments to reconcile net loss to net cash (used in)
  provided by operating activities:
    Distributions received from Local Limited Partnerships                       -                   21,850
    Repayment of advances to Local Limited Partnerships                       (7,449)               (23,813)
    Loss on investment in Local Limited Partnerships                             -                    6,673
    Share of income from Local Limited Partnerships                         (149,104)               (29,753)
    Increase in accrued interest on deferred acquisition
     notes                                                                   120,724                120,724
    Increase (decrease) in accrued interest on due to
     General Partner                                                          11,677                (55,776)
    Increase in administrative and reporting fees payable                     68,624                 68,624
    Decrease in accrued expenses                                             (15,600)                 6,542
                                                                           ---------               --------

     Total adjustments                                                        28,872                115,071
                                                                           ---------               --------

Net cash (used in) provided by operating activities                       $  (39,693)             $  10,514
                                                                           =========               ========
</TABLE>





                       See notes to financial statements.

                                      -5-
<PAGE>   7
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS




(1)      ACCOUNTING POLICIES

         ORGANIZATION

         National Housing Partnership Realty Fund Two (the "Partnership") is a
         limited partnership organized under the laws of the State of Maryland
         under the Maryland Revised Uniform Limited Partnership Act on January
         22, 1985.  The Partnership was formed for the purpose of raising
         capital by offering and selling limited partnership interests and then
         investing in limited partnerships ("Local Limited Partnerships"), each
         of which owns and operates an existing rental housing project which is
         financed and/or operated with one or more forms of rental assistance
         or financial assistance from the U.S.  Department of Housing and Urban
         Development ("HUD").

         The General Partner raised capital for the Partnership by offering and
         selling to additional limited partners 18,300 investment units at a
         price of $1,000 per unit.  The Partnership acquired limited
         partnership interests of 94.5% (98% with respect to allocation of
         losses) in twenty-one Local Limited Partnerships, nineteen of which
         were organized to acquire and operate an existing rental housing
         project.  The remaining two Local Limited Partnerships were formed to
         construct and operate rental housing projects.

         BASIS OF PRESENTATION

         The accompanying unaudited interim financial statements reflect all
         adjustments which are, in the opinion of management, necessary to a
         fair statement of the financial condition and results of operations
         for the interim periods presented.  All such adjustments are of a
         normal and recurring nature.

         While the General Partner believes that the disclosures presented are
         adequate to make the information not misleading, it is suggested that
         these financial statements be read in conjunction with the financial
         statements and notes included in NHP Realty Fund Two's Annual Report
         filed in Form 10-K, as amended, for the year ended December 31, 1994.

(2)      INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS

         The Partnership owns a 94.5% limited partnership interest (98% with
         respect to allocation of losses) in twenty-one Local Limited
         Partnerships.  Because the Partnership, as a limited partner, does not
         exercise control over the activities of the Local Limited Partnerships
         in accordance with the partnership agreements, the investments in
         Local Limited Partnerships are accounted for using the equity method.
         Thus, the investments (and the advances made





                                      -6-
<PAGE>   8
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS




         to the Local Limited Partnerships as discussed below) are carried at
         cost less the Partnership's share of the Local Limited Partnerships'
         losses and distributions.  However, because the Partnership is not
         legally liable for the obligations of the Local Limited Partnerships,
         and is not otherwise committed to provide additional support to them,
         it does not recognize losses once its investments, reduced for its
         share of losses and cash distributions, reaches zero in each of the
         individual Local Limited Partnerships.  As of June 30, 1995 and
         December 31, 1994, investments in nineteen of the twenty-one Local
         Limited Partnerships had been reduced to zero.  As a result, the
         Partnership did not recognize $769,928 and $1,165,703 of losses from
         these nineteen Local Limited Partnerships during the six months ended
         June 30, 1995 and 1994, respectively.  As of June 30, 1995 and
         December 31, 1994, the Partnership has not recognized a total of
         $17,769,075 and $16,999,147, respectively, of its allocated share of
         cumulative losses from the Local Limited Partnerships in which its
         investment is zero.

         Advances made by the Partnership to the individual Local Limited
         Partnerships are considered part of the Partnership's investment in
         Local Limited Partnerships.  When advances are made, they are charged
         to operations as a loss on investment in the Local Limited Partnership
         using previously unrecognized cumulative losses.  As discussed above,
         due to the cumulative losses incurred by nineteen of the Local Limited
         Partnerships, the aggregate balance of investments in and advances to
         Local Limited Partnerships, for these nineteen Local Limited
         Partnerships, has been reduced to zero at June 30, 1994 and December
         31, 1993.  To the extent these advances are repaid by the Local
         Limited Partnerships in the future, the repayments will be credited as
         distributions and repayments received in excess of investment in Local
         Limited Partnerships.  These advances are carried as a payable to the
         Partnership by the Local Limited Partnerships.

         During the six months ended June 30, 1994, the Partnership advanced
         $6,673 in working capital to three Local Limited Partnerships.  No
         advances were made during the six months ended June 30, 1995.  These
         advances were charged to operations as loss on investment in Local
         Limited Partnerships.  Repayments of advances of $7,449 and $23,813
         were made to the Partnership during the six months ended June 30, 1995
         and 1994, respectively, and were credited as income from operations.
         The combined amount carried as due to the Partnership by the Local
         Limited Partnerships was $597,555 at June 30, 1995.

         The following are combined statements of operations for the three
         months and six months ended June 30, 1995 and 1994, respectively, of
         the Local Limited Partnerships in which the Partnership has invested.
         The statements are compiled from financial statements of the Local
         Limited Partnerships, prepared on the accrual basis of accounting, as
         supplied by the management agents of the projects, and are unaudited.





                                      -7-
<PAGE>   9
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS




                       COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                   Three Months Ended June 30,                Six Months Ended June 30,
                                   ---------------------------                -------------------------
                                    1995                  1994                 1995                1994
                                    ----                  ----                 ----                ----
<S>                              <C>                    <C>                  <C>                <C>
Rental income                    $3,580,282             $3,402,567           $7,166,245         $  6,790,274
Other income                        100,483                 80,970              186,470              151,742
                                  ---------              ---------            ---------           ----------

    Total income                  3,680,765              3,483,537            7,352,715            6,942,016
                                  ---------              ---------            ---------           ----------

Operating expenses                2,318,966              2,463,439            4,638,653            4,868,243
Interest, taxes and
  insurance                       1,073,308              1,067,286            2,201,011            2,156,536
Depreciation                        576,951                554,524            1,140,910            1,076,370
                                  ---------              ---------            ---------           ----------

    Total expenses                3,969,225              4,085,249            7,980,574            8,101,149
                                  ---------              ---------            ---------           ----------

Net loss                         $ (288,460)            $ (601,712)          $ (627,859)         $(1,159,133)
                                  =========              =========            =========           ========== 

National Housing
  Partnership Realty
  Fund Two share of
  losses                         $ (284,980)            $ (589,676)          $ (620,824)         $(1,135,950)
                                  =========              =========            =========           ========== 
</TABLE>


(3)      TRANSACTIONS WITH THE GENERAL PARTNER

         During the six month periods ended June 30, 1995 and 1994, the
         Partnership accrued administrative and reporting fees payable to the
         General Partner in the amount of $68,624 for services provided to the
         Partnership.  The Partnership did not make any payments to the General
         Partner for these fees during each of the respective periods.  The
         amount due the General Partner by the Partnership was $892,110 and
         $823,486 at June 30, 1995 and December 31, 1994, respectively.

         During the six months ending June 30, 1995, no operating deficit
         funding or repayment activity occurred between the General Partner and
         the Partnership.  During the six months ended June 30, 1994, the
         Partnership repaid $6,001 of principal and $66,997 of interest to the
         General Partner.  The amount owed to the General Partner by the
         Partnership was $197,811 as of June 30, 1995 and December 31, 1994.
         Interest is charged on borrowings at





                                      -8-
<PAGE>   10
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS




         the Chase Manhattan Bank rate of prime plus 2%.  Accrued interest on
         this loan as of June 30, 1995 and December 31, 1994, totaled $21,865
         and $10,188, respectively.

         The advances and accrued administrative and reporting fees payable to
         the General Partner will be paid only as cash flow permits or from the
         sale or refinancing of one or more of the underlying properties of the
         Local Limited Partnerships.





                                      -9-
<PAGE>   11
ITEM 2 -     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS

                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)

LIQUIDITY AND CAPITAL RESOURCES

The properties in which the Partnership has invested, through its investments
in the Local Limited Partnerships, receive one or more forms of assistance from
Federal, state or local governments or agencies.  As a result, the Local
Limited Partnerships' ability to transfer funds either to the Partnership or
among themselves in the form of cash distributions, loans or advances is
generally restricted by these government-assistance programs.  These
restrictions, however, are not expected to impact the Partnership's ability to
meet its cash obligations.

Net cash used in operations for the six months ended June 30, 1995 was $39,693
as compared to net cash provided by operations of $10,514 for the six months
ended June 30, 1994.  The increase in cash used in operations resulted from a
decrease in distributions received from the Local Limited Partnerships and an
increase in operating expenses paid, offset by a decrease in interest paid to
the General Partner, during the six months ended June 30, 1995 compared to the
six months ended June 30, 1994.

During the six months ended June 30, 1995, the Partnership made no working
capital advances compared to $6,673 advanced to three of the Local Limited
Partnerships during the six months ended June 30, 1994.  Advances of $7,449 and
$23,813 were repaid to the Partnership during the six months ended June 30,
1995 and 1994, respectively.   As of June 30, 1995, the combined amount carried
by the Local Limited Partnerships, as due to the Partnership, amounted to
$597,555. Future advances made will be charged to operations; likewise, future
repayments will be credited to operations.

Distributions received from Local Limited Partnerships represent the
Partnership's proportionate share of the excess cash available for distribution
from the Local Limited Partnerships.  As a result of the use of the equity
method of accounting for the Partnership's investments, as of June 30, 1995,
investments in nineteen Local Limited Partnerships had been reduced to zero.
For these investments, cash distributions received are recorded in income as
distributions received in excess of investment in Local Limited Partnerships.
For those investments not reduced to zero, distributions received are recorded
as distributions from Local Limited Partnerships.  There were no cash
distributions during the six months ended June 30, 1995.  Cash distributions of
$94,036 were received from four Local Limited Partnerships during the six
months ended June 30, 1994.  The receipt of distributions in future quarters is
dependent upon the operations of the underlying properties of the Local Limited
Partnerships.

Cash and cash equivalents amounted to $12,383 at June 30, 1995.  The ability of
the Partnership to meet its on-going cash requirements, in excess of cash on
hand at June 30, 1995, is dependent upon the future receipt of distributions
from the Local Limited Partnerships or proceeds from sales or refinancings of
one or more of the underlying properties of the Local Limited Partnerships.
Cash
<PAGE>   12
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS





on hand at June 30, 1995, plus any distributions from the underlying operations
of the combined Local Limited Partnerships is expected to adequately fund the
operations of the Partnership in the current year.

The Partnership currently owes the General Partner $892,110 for administrative
and reporting  services performed in addition to $197,811 advanced from the
General Partner to fund working capital needs.  The payment of these unpaid
administrative and reporting fees as well as the advances, will most likely
result from the sale or refinancing of the underlying properties of the Local
Limited Partnerships, rather than through recurring operations.

Some of the Properties in which the Partnership has invested may be eligible to
participate in the Low Income Housing Preservation and Resident Homeownership
Act of 1990 (LIHPRHA).  LIHPRHA creates a procedure under which properties
assisted under the HUD Section 236 or 221(d)(3) programs may be eligible to
receive financial incentives in return for agreeing to extend their property's
use as low income housing.  Nineteen of the Local Limited Partnerships in which
the Partnership has invested carry deferred acquisition notes due to the
original owners of the Properties.  In the event of a default on these notes,
the noteholders would re-assume both NHP's and the Partnership's interests in
the Local Limited Partnerships.  All of the notes have final maturity dates
between 1996 and 1999.  Due to the weakness in the rental markets where the
Properties are located, the General Partner currently believes the amounts due
on the acquisition notes will likely exceed the value to be obtained through
the Properties' participation in LIHPRHA or other refinancing opportunities.

The General Partner intends to continue negotiations with the noteholders to
either extend the maturity dates of the notes or structure an arrangement where
both the noteholders and partners can benefit financially from participation in
LIHPRHA.  Such an arrangement was reached with the noteholder associated with
Tinker Creek.  If NHP can process a sale under LIHPRHA, the noteholder will
accept a discounted pay-off.

The General Partner is currently investigating the ability of Caroline Arms and
Meadows East to participate in LIHPRHA.  San Juan del Centro is unable to
participate in LIHPRHA under conditions set forth in its mortgage note.
Studies are still in process to determine if the other properties are likely
candidates to participate in LIHPRHA.

Congress and the Administration are currently considering various proposals to
significantly reduce or eliminate funding for the LIHPRHA program and to
restructure various federal housing programs under the jurisdiction of the
Department of Housing and Urban Development.  NHP is actively working to affect
the policy decisions being made and to limit any detrimental effect on its





                                      -11-
<PAGE>   13
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                        (A MARYLAND LIMITED PARTNERSHIP)
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS





portfolio.  Depending on the final outcome of this process, however, operations
at the Properties and/or the ability to sell or refinance under LIHPRHA could
be affected.

RESULTS OF OPERATIONS

The Partnership has invested as a limited partner in Local Limited Partnerships
which operate twenty-one rental housing properties.  In prior years, results of
operations of NHP Realty Fund Two were significantly impacted by the
Partnership's share of the losses of the Local Limited Partnerships.  These
losses included depreciation and accrued deferred acquisition note interest
expense which are noncash in nature.  Nineteen of the twenty-one investments in
Local Limited Partnership's have been reduced to zero.  As a result, the
Partnership's operations are no longer being materially affected by its share
of the operations from these nineteen partnerships.  The Partnership has
recorded its share of income in the remaining two Local Limited Partnership's
which amounted to $149,104 and $29,753 for the six months ended June 30, 1995
and 1994, respectively.

The Partnership's net loss decreased to $68,565 for the six months ended June
30, 1995 from a net loss of $104,557 for the six months ended June 30, 1994.
Net loss per unit of limited partnership interest decreased to $4 from $6 for
the 18,300 units outstanding throughout both periods.  The decrease in net loss
was primarily due to an increase in the Partnership's share of income from the
Local Limited Partnerships, partially offset by a decrease in distributions and
repayments received in excess of investment in and advances to Local Limited
Partnerships.  The Partnership did not recognize $769,928 of its allocated
share of losses from nineteen Local Limited Partnerships for the six months
ended June 30, 1995, as the Partnership's net carrying basis in these
Partnerships had been reduced to zero.  The Partnership's share of losses from
the Local Limited Partnerships, if not limited to its investment account
balance, would have decreased $515,126 between periods, primarily due to an
increase in rental income, and a decrease in operating expenses.





                                      -12-
<PAGE>   14

                                   SIGNATURES



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                       NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                       --------------------------------------------
                       (Registrant)
                     
                     
                       By:     The National Housing Partnership,
                               its sole General Partner
                     
                     
                       By:     National Corporation for Housing
                               Partnerships, its sole General Partner
                     
                     
                     
August 11, 1995        By:                         /s/                         
---------------                ------------------------------------------------
                               John M. Novack
                               As Senior Vice President, Finance and Accounting,
                               and Chief Accounting Officer
                     




                                      -13-

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                          12,411
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                12,411
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               4,146,539
<CURRENT-LIABILITIES>                        1,133,536
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                 (1,857,283)
<TOTAL-LIABILITY-AND-EQUITY>                 4,146,539
<SALES>                                              0
<TOTAL-REVENUES>                               157,310
<CGS>                                                0
<TOTAL-COSTS>                                        0
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