NHP RETIREMENT HOUSING PARTNERS I LTD PARTNERSHIP
10-Q, 1999-05-17
REAL ESTATE
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                                    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 March 31, 1999

                         Commission File Number 0-16815

                        NHP RETIREMENT HOUSING PARTNERS I
                               LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)
             (Exact name of registrant as specified in its charter)



                     DELAWARE                               52-1453513
 (State of other jurisdiction of incorporation or        (I.R.S. Employer
                  organization)                         Identification No.)


                         14160 DALLAS PARKWAY, SUITE 300
                                DALLAS, TX 75240
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (972) 770-5600
              (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>



PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                               NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP
                                         Statements of Financial Position


                                                                        March 31, 1999               December 31, 1998
                                                                        --------------               -----------------
                                                                          (Unaudited)


                                            ASSETS
                                            ------
<S>                                                                    <C>                         <C>

Cash and cash equivalents                                              $       5,723,863           $        5,821,300
Other receivables                                                                 15,685                       12,451
Pension notes issuance costs                                                     327,266                      357,017
Organization and offering costs                                                        -                       77,615
Prepaid expenses                                                                 224,663                      140,590
Rental property:                                                                               
     Land                                                                      2,391,705                    2,391,705
     Building, net of accumulated depreciation of                                              
     $5,925,894  in 1999 and $5,783,775 in 1998                               16,331,567                   16,457,649
Other assets                                                                       4,003                        4,473
                                                                       -----------------           ------------------

Total assets                                                           $      25,018,752           $       25,262,800
                                                                       =================           ==================



                                            LIABILITIES AND PARTNERS' DEFICIT
                                            ---------------------------------


Liabilities:
     Accounts payable                                                  $         272,647           $          301,673
     Interest payable                                                         13,561,268                   13,142,863
     Pension notes                                                            20,157,826                   20,157,826

     Other liabilities                                                           297,712                      332,144
                                                                       -----------------           ------------------

                                                                              34,289,453                   33,934,506
                                                                       -----------------           ------------------
Partners' deficit:
     General Partner                                                            (868,926)                    (849,832)
     Assignor Limited Partner-42,691 investment
        units outstanding                                                     (8,401,775)                  (7,821,874)
                                                                       ------------------          ------------------

Total partners' deficit                                                       (9,270,701)                  (8,671,706)
                                                                       ------------------          ------------------

Total liabilities and partners' deficit                                $       25,018,752          $      25,262,800 
                                                                       ==================          ==================

</TABLE>

                                        See notes to financial statements.

                                       1

<PAGE>

<TABLE>
<CAPTION>


                               NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP
                                              Statement of Operations
                                                    (Unaudited)


                                                                                     Three months ended March 31,

                                                                                    1999                      1998
                                                                                    ----                      ----

<S>                                                                         <C>                       <C>     
REVENUE:
     Rental income                                                          $       1,270,263         $       4,024,049
     Interest income                                                                   38,630                    28,289
     Other income                                                                      22,165                    62,697
                                                                            -----------------         -----------------

                                                                                    1,331,058                 4,115,035
                                                                            -----------------         -----------------

COSTS AND EXPENSES:
     Salaries, related benefits and overhead reimbursements                           270,703                 1,007,692
     Management fees, dietary fees and other services                                 121,373                   378,688
     Administrative and marketing                                                      34,583                   147,033
     Utilities                                                                         82,437                   255,854
     Maintenance                                                                       39,353                   115,573
     Resident services, other than salaries                                             9,321                    60,165
     Food services, other than salaries                                               124,643                   393,926
     Depreciation                                                                     142,119                   434,057
     Taxes and insurance                                                              135,717                   296,424
                                                                            -----------------         -----------------

                                                                                      960,249                 3,089,412
                                                                            -----------------         -----------------

INCOME FROM RENTAL OPERATIONS                                                         370,809                 1,025,623
                                                                            -----------------         -----------------

OTHER EXPENSES:                                                                                      
     Interest expense - pension notes                                                 774,066                 1,582,983
     Amortization of pension notes issuance costs                                      29,751                    63,698
     Amortization of organization and offering costs                                   77,615                    12,444
     Other                                                                             81,113                    71,873
                                                                            -----------------         -----------------

                                                                                      962,545                 1,730,998
                                                                            -----------------         -----------------

NET LOSS                                                                    $        (591,736)        $        (705,375)
                                                                            ==================        ==================

NET LOSS PER ASSIGNEE INTEREST                                              $             (14)        $             (17)
                                                                            ==================        ==================

</TABLE>


                                        See notes to financial statements.

                                       2

<PAGE>


<TABLE>
<CAPTION>

                               NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP
                                          Statement of Partners' Deficit
                                                    (Unaudited)




                                                                                         ASSIGNOR
                                                                                          LIMITED
                                                        GENERAL PARTNER                   PARTNER                  TOTAL
                                                        ---------------                  --------                  -----

<S>                                                    <C>                           <C>                     <C> 

Partners' deficit
   at December 31, 1998                                $         (849,832)           $    (7,821,874)        $     (8,671,706)

Distributions                                                      (7,259)                         -                   (7,259)

Net loss - Three months
   ended March 31, 1999                                           (11,835)                  (579,901)                (591,736)
                                                       -------------------           ---------------         ----------------

Partners' deficit
   at March 31, 1999                                   $         (868,926)           $    (8,401,775)        $     (9,270,701)
                                                       ===================           ===============         ================

Percentage interest
   at March 31, 1999                                            2%                          98%                     100%
                                                                ==                          ===                     ====

</TABLE>



                                        See notes to financial statements.

                                       3

<PAGE>


<TABLE>
<CAPTION>

                               NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP
                                             Statements of Cash Flows
                                                    (Unaudited)



                                                                                    Three months ended March 31

                                                                                  1999                        1998
                                                                                  ----                        ----

<S>                                                                        <C>                         <C>
Cash flows from operating activities:
     Rent collections                                                      $      1,267,029            $      4,034,460
     Interest received                                                               38,630                      28,289
     Other income                                                                    22,165                      62,697
     Salary and related benefits                                                   (274,569)                 (1,013,955)
     Management fees, dietary fees
       and other services                                                          (122,008)                   (381,311)
     Other operating expenses paid                                                 (649,727)                 (1,276,016)
     Interest paid                                                                 (355,661)                   (752,734)
                                                                           -----------------           ----------------
     Net cash (used) provided by
       operating activities                                                         (74,141)                    701,430
                                                                           -----------------           ----------------
Cash flows from investing activities:
     Capital expenditures                                                           (16,037)                   (144,399)
                                                                           -----------------           ----------------
     Net cash used in investing activities                                          (16,037)                   (144,399)
                                                                           -----------------           ----------------
Cash flows from financing activities:
     Distributions                                                                   (7,259)                    (15,362)
                                                                           -----------------           ----------------
     Net cash used in financing activities                                           (7,259)                    (15,362)
                                                                           -----------------           ----------------
Net (decrease) increase in cash and
     cash equivalents                                                               (97,437)                    541,669

Cash and cash equivalents
     at beginning of period                                                       5,821,300                   4,495,733
                                                                           ----------------            ----------------
Cash and cash equivalents                                                                           
     at end of period                                                      $      5,723,863            $      5,037,402
                                                                           ================            ================

</TABLE>

                                        See notes to financial statements.

                                       4

<PAGE>


<TABLE>
<CAPTION>

                               NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP
                                             Statements of Cash Flows

                                                    (Continued)




                                                                                   Three months Ended March 31,

                                                                                  1999                        1998
                                                                                  ----                        ----


<S>                                                                        <C>                           <C>

RECONCILIATION OF NET LOSS TO NET CASH
     PROVIDED BY OPERATING ACTIVITIES:


Net loss                                                                   $       (591,736)             $       (705,375)

Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation                                                                 142,119                       434,057
       Amortization of organization
         and offering costs                                                          77,615                        12,444
       Amortization of pension notes
         issuance costs                                                              29,751                        63,698

Changes in operating assets and liabilities:
       Other assets and receivables                                                  (2,764)                       10,220
       Prepaid expenses                                                             (84,073)                       (8,684)
       Accounts payable                                                             (29,026)                       41,837
       Interest payable                                                             418,405                       830,249
       Other liabilities                                                            (34,432)                       22,984
                                                                           -----------------             ----------------

           Total adjustments                                                        517,595                     1,406,805
                                                                           ----------------              ----------------

Net cash (used) provided by
  operating activities                                                     $        (74,141)             $        701,430
                                                                           =================             ================
</TABLE>


                                        See notes to financial statements.
 
                                      5


<PAGE>



              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP
                          Notes to Financial Statements
                                 March 31, 1999


(1)    ACCOUNTING POLICIES

       Nature of Business

       NHP Retirement Housing Partners I Limited Partnership (the "Partnership")
       is a  limited  partnership  organized  under  the  laws of the  State  of
       Delaware on March 10, 1986. The Partnership was formed for the purpose of
       raising  capital by  issuing  both  Pension  Notes  ("Pension  Notes") to
       tax-exempt investors and selling additional  partnership interests in the
       form  of  Assignee  Interests   ("Interests")  to  taxable   individuals.
       Interests represent  assignments of the limited partnership  interests of
       the  Partnership  issued  to the  Assignor  Limited  Partner,  NHP  RHP-I
       Assignor Corporation. The proceeds from the sale of the Pension Notes and
       Interests  have  been  invested  in  residential  rental  properties  for
       retirement age occupants.

       Basis of Presentation

       The accompanying  balance sheet as of December 31, 1998, has been derived
       from audited  financial  statements of the Partnership for the year ended
       December 31, 1998, and the accompanying  unaudited financial  statements,
       as of March 31, 1999 and 1998,  have been prepared  pursuant to the rules
       and  regulations  of the  Securities  and Exchange  Commmission.  Certain
       information  and  note  disclosures   normally  included  in  the  annual
       financial  statements  prepared in  accordance  with  generally  accepted
       accounting  principles  have been condensed or omitted  pursuant to those
       rules and regulations.  For further  information,  refer to the financial
       statements  and  notes  thereto  for the year  ended  December  31,  1998
       included in the  Partnership's  Annual Report on Form 10-K filed with the
       Securities and Exchange Commission on March 31, 1999.

       In the  opinion of  management,  the  accompanying  financial  statements
       contain all  adjustments  (all of which were normal  recurring  accruals)
       necessary to present fairly the  Partnership's  financial  position as of
       March 31,  1999 and 1998,  results of  operations,  changes in  Partner's
       deficit and cash flows for three month  periods  ended March 31, 1999 and
       1998.  The results of  operations  for the three month period ended March
       31,  1999 are not  necessarily  indicative  of the  results  for the year
       ending December 31, 1999.



(2)    TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES OF THE
       GENERAL PARTNER

       Until January 23, 1995, the sole general  partner of the  Partnership was
       NHP/RHGP-1 Limited Partnership (NHP/RHGP-1).  Effective January 23, 1995,
       Capital Realty Group Senior Housing, Inc. (CRGSH) has become the new sole
       general  partner of the  Partnership  and  NHP/RHGP-I  has  withdrawn  as
       general partner.

       On June 10, 1998, the sole owner of the General  Partner,  Capital Realty
       Group  Corporation,  sold  all of its  shares  of CRGSH  common  stock to
       Retirement  Associates,  Inc.  ("Associates") for $855,000. The source of
       the funds is a  Promissory Note for  $855,000 with a  five year  term and

                                                       6


<PAGE>



     bearing an interest rate of 10% per annum.  The interest will accrue on the
     Promissory  Note and be payable at the  maturity  of the  Promissory  Note.
     Associates is the maker of the Note and Capital Realty Group Corporation is
     the payee.  Mr.  Robert  Lankford is the  President of  Associates  and has
     brokered and continues to broker real estate as an  independent  contractor
     with Capital Realty Group Corporation and its affiliates.

     As discussed  below, in Note 4, on September 30, 1998, the Partnership sold
     its four wholly owned  properties to Capital  Senior Living  Properties 2 -
     NHPCT, Inc., a wholly owned subsidiary of Capital Senior Living Corporation
     ("CSLC"), for $40,650,000.  An independent third party appraiser valued the
     assets at $40,425,000. In connection with this sale of properties,  Capital
     Realty Group  Brokerage,  Inc.,  an affiliate of CSLC,  and an affiliate of
     CRGSH until June 30, 1998, received $1,219,500 in brokerage fees.

     Personnel  working at the Property sites and certain home office  personnel
     who perform  services for the  Partnership  are employees of Capital Senior
     Living,  Inc.  (CSL),  an  affiliate  of CRGSH  until  June 30,  1998.  The
     Partnership reimburses CSL for the salaries, related benefits, and overhead
     reimbursements of such personnel as reflected in the accompanying financial
     statements. Salary, related benefits and overhead reimbursements reimbursed
     and expensed by the  Partnership  to CSL for the first fiscal quarter ended
     March 31,  1999 and  1998,  were  $286,075  and  $1,007,692,  respectively.
     Management fees, dietary fees and other services reimbursed and expensed by
     the  Partnership  to CSL for the first fiscal  quarter ended March 31, 1999
     and 1998, were 121,373 and $378,688, respectively.

     Distributions  of $7,259 were made to the General  Partner during the three
     months ended March 31, 1999.

(3)  VALUATION OF RENTAL PROPERTY

     Generally  accepted  accounting  principles  require  that the  Partnership
     evaluate whether it is probable that the estimated undiscounted future cash
     flows  of its  properties,  taken  individually,  will  be  less  than  the
     respective net book value of the properties. If such a shortfall exists and
     is material, then a write-down is warranted.  The Partnership performs such
     evaluations on an on-going  basis.  During the three months ended March 31,
     1999,  based  on  the  Partnership's   evaluation  of  its  property,   the
     Partnership did not believe that any write-down was warranted.

(4)  DISPOSITION OF RENTAL PROPERTY

     On September  30, 1998,  the  Partnership  sold four  properties to Capital
     Senior Living Properties 2-NHPCT,  Inc., a wholly owned subsidiary of CSLC,
     for  $40,650,000.  The four  properties sold were the Atrium at Carmichael,
     Crosswood Oaks, The  Heatherwood and the Veranda Club.  After the sale, The
     Amberleigh is the only remaining  property in which the Partnership has any
     interest.  After payment of closing costs, the Partnership  netted $322,652
     in cash proceeds from the sale after  $22,514,174 was allocated for partial
     redemption of Pension Notes,  $15,703,636  allocated for partial payment of
     deferred  interest on the redeemed  Pension Notes, and $413,188 for payment
     of  current  interest  due  on  redeemed  Pension  Notes.  The  Partnership
     recognized a $9,249,174  gain on sale of those  properties at September 30,
     1998.

     In October,  1998, the Partnership recognized  approximately  $1,856,485 of
     additional  interest  expense paid on redeemed Pension Notes resulting from
     the difference between the stated interest rate of 13% on the Pension Notes
     and  the  accrued  interest  rate  of  approximately  9%  recorded  by  the
     Partnership under  the effective  interest rate  method. Due to the partial

                                        7


<PAGE>



       redemption  of Pension  Notes,  the  Partnership  recognized  $525,891 of
       losses  on early  extinguishment  of debt  relating  to the  write off of
       issuance and organization costs on Pension Notes that were redeemed.

(5)    LEGAL PROCEEDINGS

       On or about  October  23,  1998,  an  Interest  holder  filed a  putative
       complaint  on behalf of certain  holders of Assignee  Interests in NHP in
       the Delaware Court of Chancery  against the  Partnership,  CSLC,  Capital
       Senior Living  Properties 2 - NHPCT,  Inc. and CRGSH  (collectively  "the
       Defendants").   This  Interest  holder  purchased  90  Interests  in  the
       Partnership in February 1993 for $180. The complaint alleges, among other
       things, that the Defendants  breached,  or aided and abetted a breach of,
       the express and implied terms of the Partnership  Agreement in connection
       with the sale of four  properties by the  Partnership  to Capital  Senior
       Living  Properties 2 - NHPCT,  Inc. Capital Senior Living  Properties 2 -
       NHPCT,  Inc. is an affiliate of Capital Senior Living,  Inc., the current
       manager of The  Amberleigh.  The  complaint  seeks,  among other  relief,
       rescission of the sale of these properties and unspecified  damages.  The
       Partnership  believes  the  complaint  is  without  merit and  intends to
       vigorously defend itself in this action.


ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

The following  schedule  summarizes  the occupancy  levels at The  Amberleigh in
which the Partnership has a 99.9% partnership interest.


                                     Available         March 31         March 31
                                       Units             1999             1998
                                       -----             ----             ----

The Amberleigh                          271               92%              95%
         At Woodstream Farms
         Williamsville, New York

On November 5, 1997, the Partnership purchased  approximately 3.10 acres of land
adjacent to The  Amberleigh for expansion  (the  "Expansion")  for $500,000 plus
closing costs. The General Partner is considering the Expansion as an additional
means to add to the residual value of the Partnership. There can be no assurance
however,  that licensure  will be granted by the  regulatory  authorities in New
York to allow this Expansion or that a lender will finance this  development and
at favorable rates.

Rent collections for the three month period decreased to $1,267,029 in 1999 from
$4,034,460 in 1998. Salaries,  management fees and other operating expenses paid
likewise decreased,  from $2,671,282 in 1998 to $1,046,304 in 1999. Decreases in
both rent  collections  and operating  expenses were due to the sale of the four
Partnership properties on September 30, 1998.

Cash generated from rental  operations  prior to the payment of interest expense
was  insufficient  to pay all of the  interest  on the Pension  Notes  currently
payable, which was $355,661 for the three month period ended March 31, 1999. Net
cash (used) provided  from operations, after  the payment of  interest  expense,

                                        8


<PAGE>



during  the  three  months  ended  March  31,  1999 and 1998 was  ($74,141)  and
$701,430,  respectively.  Interest on the  Pension  Notes  bears  stated  simple
interest at 13% rate per annum,  and is paid on a 7% rate per annum,  however it
is accrued under the effective interest method at a rate of approximately 9% per
annum compounded quarterly,  which totaled $774,066 and $1,582,983 for the three
months  ended March 31, 1999 and 1998,  respectively.  The  remaining  6% unpaid
portion is due at  maturity.  Total  accrued  and unpaid  interest  amounted  to
$13,561,268   and   $13,142,863  at  March  31,  1999  and  December  31,  1998,
respectively.

Capital expenditures decreased $128,362 from $144,399 in 1998 to $16,037 in 1999
due to the sale of four Partnership properties.

Cash and cash  equivalents  at March 31, 1999 and December 31, 1998  amounted to
$5,723,863 and $5,821,300, respectively.

Future funds may not be available to meet operating requirements,  including the
ultimate payment of principal and deferred  interest on the Pension Notes.  This
cash need has caused the General Partner to determine that it is not financially
appropriate to make distributions to Assignee Holders.


Since 1993,  cash  generated  from  operations  has been  sufficient to meet the
Partnership's  minimum  interest  payment  requirements  with  exception  of the
current  quarter ending March 31, 1999. The  Partnership  estimates total unpaid
interest and principal  will  approximate  $38 million at December 31, 2001, the
maturity  date of the  Pension  Notes,  which is in  excess  of  projected  cash
reserves. Accordingly, the disposition and/or refinancing value of the remaining
property  will need to be  sufficient  to fund the amount in excess of projected
cash  reserves  on the  Pension  Notes upon their  maturity.  Additionally,  the
General  Partner is considering  the Expansion as an additional  means to add to
the residual value of the Partnership.  There can be no assurance however,  that
licensure  will be granted by the  regulatory  authorities  in New York to allow
this Expansion or that a lender will finance this  development  and at favorable
rates.

RESULTS OF OPERATIONS
- ---------------------

The  Partnership's  net loss for the three months ended March 31, 1999  includes
rental  operations from the Partnership's  property.  The net loss also includes
depreciation,  amortization  of Pension Notes issuance  costs,  amortization  of
organization  and offering  costs,  and accrued  Pension Note interest  expense,
which are noncash in nature.

The Partnership net loss decreased from $705,375 to $591,736 for the three month
period  ending  March 31,  1998 and 1999,  respectively.  Net loss per  assignee
interest  decreased  from $17 to $14 for the three month period ending March 31,
1998 and 1999,  respectively.  The  decrease in the  Partnership's  net loss was
principally  due to  decreased  interest  expense  resulting  from  the  partial
redemption of pension notes in 1998.  Total  revenues for the three month period
decreased from  $4,115,035 in 1998 to $1,331,058 in 1999.  Total operating costs
and expenses  likewise  decreased  from  $3,089,412 in 1998 to $960,249 in 1999.
Decreases in both revenues and operating  costs were due to the sale of the four
Partnership  properties  on September 30, 1998.  Pension Note  interest  expense
decreased  from  $1,582,983  to $774,066 for the three month period ending March
31, 1998 and 1999, respectively,  due to the partial redemption of Pension Notes
in 1998.  Amortization  of Pension Note issuance costs decreased from $63,698 to
$29,751 for the three month period ending March 31, 1998 and 1999, respectively,
due to the write off of certain  issuance  costs upon  redemption of the Pension
Notes in 1998.  Amortization of  organization  and offering costs increased from
$12,444 to $77,615 for the three month  period  ending  March 31, 1998 and 1999,


                                        9


<PAGE>



respectively,  due to the write off of $68,599 in  organization  costs  required
under the American Institute of Certified Public Accountants issued Statement of
Position 98-5, Reporting Costs of Start-up  Activities.  Other expenses relating
to  Partnership  administration  increased from $71,873 to $81,113 for the three
month  period  ending  March 31, 1998 and 1999,  respectively,  due to increased
professional fees.


YEAR 2000 ISSUE
- ---------------

The Year 2000 Issue is the result of computer  programs  being written using two
digits rather than four to define the applicable year. Any of the  Partnership's
computer  programs or  hardware  that have  date-sensitive  software or embedded
chips may recognize the year 2000 as a date other than the year 2000. This could
result in a system failure or miscalculations causing disruptions of operations,
including,  among other things, a temporary  inability to process  transactions,
send invoices, or engage in similar normal business activities. Based on ongoing
assessments,  the  Partnership  has  developed  a program  to modify or  replace
significant  portions of its software and certain hardware,  which are generally
PC-based  systems,  so that those  systems will  properly  utilize  dates beyond
December 31, 1999. The Partnership  expects to substantially  complete  software
reprogramming  and software and hardware  replacement no later than December 31,
1998,  with 100%  completion  targeted for September 30, 1999.  The  Partnership
presently  believes  that  these  modifications  and  replacements  of  existing
software and certain  hardware  will mitigate the Year 2000 Issue.  However,  if
such  modifications  and  replacements are not completed  timely,  the Year 2000
Issue could have a material  impact on the  operations of the  Partnership.

The  Partnership  has assessed its  exposure to  operating  equipment,  and such
exposure is not significant due to the nature of the Partnership's business.

The  Partnership  is not aware of any external agent with a Year 2000 Issue that
would materially impact the Partnership's results of operations,  liquidity,  or
capital resources.  However, the Partnership has no means of determining whether
or ensuring  that  external  agents will be Year 2000 ready.  The  inability  of
external  agents to  complete  their  Year 2000  resolution  process in a timely
fashion could materially impact the Partnership.

Management of the Partnership  believes it has an effective  program in place to
resolve the Year 2000 Issue in a timely manner.  As noted above, the Partnership
has completed most but not all necessary phases of its Year 2000 program. In the
event  that the  Partnership  does  not  complete  the  current  program  or any
additional phases, the Partnership could incur disruptions to its operations. In
addition,  disruptions in the economy generally  resulting from Year 2000 Issues
could also materially adversely affect the Partnership. The Partnership could be
subject to  litigation  for computer  systems  failure.  The amount of potential
liability and lost revenue cannot be reasonably estimated at this time.

The Partnership currently has no contingency plans in place in the event it does
not  complete  all phases of its Year 2000  program.  The  Partnership  plans to
evaluate the status of completion in mid 1999 and determine  whether such a plan
is necessary.



                                       10


<PAGE>

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.

The Partnership's  primary market risk exposure is from fluctuations in interest
rates and the  effects of those  fluctuations  on the market  values of its cash
equivalent short-term  investments.  The cash equivalent short-term  investments
consist primarily of overnight investments that are not significantly exposed to
interest  rate risk,  except to the extent that  changes in interest  rates will
ultimately affect the amount of interest income earned on these investments.

PART II

ITEM 1.           LEGAL PROCEEDINGS

On or about October 23, 1998, an Interest  holder filed a putative  complaint on
behalf of certain holders of Assignee  Interests in NHP in the Delaware Court of
Chancery against the  Partnership,  CSLC,  Capital Senior Living  Properties 2 -
NHPCT,  Inc. and CRGSH  (collectively  "the  Defendants").  This Interest holder
purchased  90  Interests  in the  Partnership  in  February  1993 for $180.  The
complaint alleges,  among other things, that the Defendants  breached,  or aided
and  abetted a breach of,  the  express  and  implied  terms of the  Partnership
Agreement in connection  with the sale of four  properties by the Partnership to
Capital  Senior  Living  Properties  2  -  NHPCT,  Inc.  Capital  Senior  Living
Properties 2 - NHPCT,  Inc. is an affiliate of Capital Senior Living,  Inc., the
current  manager of The  Amberleigh.  The complaint  seeks,  among other relief,
rescission  of the  sale  of  these  properties  and  unspecified  damages.  The
Partnership  believes the  complaint is without  merit and intends to vigorously
defend itself in this action.

All other items are not applicable.
- ----------------------------------

Item 2.    Changes in Securities

None

Item 3.    Defaults upon Senior Securities

None

Item 4.    Submission of matters to a Vote of Security Holders

None

Item 5.    Other Information

None

Item 6.    Exhibits and Reports on Form 8-K

           (A) Exhibit:

                  27.1     Financial Data Schedule


           (B) Reports on Form 8-K

                  None.


                                       11


<PAGE>



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.

                           NHP Retirement Housing Partners I Limited Partnership


                           by:      Capital Realty Group Senior Housing, Inc.
                                    General Partner



                                         By:                                   
                                             /s/ Robert Langford, President
                                             -----------------------------------
                                             Robert Lankford
                                             President


                                         Date:    May 13, 1999

                                       12



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     Financial Data Statement for NHP Retirement Housing Partners, I, L.P.
</LEGEND>
<CIK>                         0000793730
<NAME>                        NHP Retirement Housing Partners, I, L.P.
<MULTIPLIER>                  1
<CURRENCY>                    U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               DEC-31-1999
<PERIOD-START>                  JAN-01-1999
<PERIOD-END>                    MAR-31-1999
<EXCHANGE-RATE>                 1
<CASH>                          5,723,863
<SECURITIES>                    0
<RECEIVABLES>                   15,685
<ALLOWANCES>                    0
<INVENTORY>                     0
<CURRENT-ASSETS>                0
<PP&E>                          24,649,166
<DEPRECIATION>                  (5,925,894)
<TOTAL-ASSETS>                  25,018,752
<CURRENT-LIABILITIES>           0
<BONDS>                         20,157,826
           0
                     0
<COMMON>                        0
<OTHER-SE>                      (9,270,701)
<TOTAL-LIABILITY-AND-EQUITY>    25,018,752
<SALES>                         0
<TOTAL-REVENUES>                1,331,058
<CGS>                           0
<TOTAL-COSTS>                   960,249
<OTHER-EXPENSES>                188,479
<LOSS-PROVISION>                0
<INTEREST-EXPENSE>              774,066
<INCOME-PRETAX>                 (591,736)
<INCOME-TAX>                    0
<INCOME-CONTINUING>             0
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    (591,736)
<EPS-PRIMARY>                   0
<EPS-DILUTED>                   0
        


</TABLE>


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