August 13, 1997
Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Boston Financial Qualified Housing Limited Partnership
Report on Form 10-Q for Quarter Ended June 30, 1997
File No. 0-16796
Dear Sir/Madam:
Pursuant to the requirements of Section 15(d) of the Securities Exchange Act
of 1934, filed herewith is a copy of subject report.
Very truly yours,
/s/ Veronica J. Curioso
Veronica J. Curioso
Assistant Controller
QH1-10Q1.DOC
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
(Mark One)
[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Quarter Ended June 30, 1997 Commission file number 0-16796
-------------- ----------------
Boston Financial Qualified Housing Limited Patnership
(Exact name of registrant as specified in its charter)
Delaware 04-2947737
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Arch Street, Boston, Massachusetts 02110-1106
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-3911
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>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page No.
- ------------------------------ --------
Item 1. Financial Statements
Combined Balance Sheets - June 30, 1997 (Unaudited)
and March 31, 1997 1
Combined Statements of Operations (Unaudited) - For the Three
Months Ended June 30, 1997 and 1996 2
Statement of Changes in Partners' Equity (Deficiency)
(Unaudited) - For the Three Months Ended June 30, 1997 3
Combined Statements of Cash Flows (Unaudited) - For the Three
Months Ended June 30, 1997 and 1996 4
Notes to the Combined Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II - OTHER INFORMATION
Items 1-6 11
SIGNATURE 12
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
<TABLE>
COMBINED BALANCE SHEETS
<CAPTION>
June 30, March 31,
1997 1997
(Unaudited)
<S> <C> <C>
Assets
Cash and cash equivalents $ 476,220 $ 453,264
Tenant security deposits 3,695 4,709
Marketable securities, at fair value 1,871,412 1,923,032
Mortgagee escrow deposits 940 10,230
Replacement reserve escrow 6,092 6,092
Bond trusts 86,209 86,209
Investments in Local Limited Partnerships,
net of reserve for valuation of
$594,650 and $650,453, respectively (Note 1) 4,086,031 4,645,508
Deferred charges, net of accumulated
amortization of $33,051 and $32,245, respectively 47,563 48,369
Rental property at cost, net of accumulated
depreciation of $398,560 and $388,378, respectively 1,148,063 1,158,106
Other assets 34,351 33,588
------------ ------------
Total Assets $ 7,760,576 $ 8,369,107
============ ============
Liabilities and Partners' Equity
Accounts payable to affiliates $ 13,092 $ 34,790
Accounts payable and accrued expenses 40,865 46,346
Accrued interest 68,819 68,819
Tenant security deposits payable 4,756 4,617
Bonds payable 1,210,000 1,210,000
------------ ------------
Total Liabilities 1,337,532 1,364,572
------------ ------------
Minority interest in Local Limited Partnership 58,646 58,847
------------ ------------
General, Initial and Investor Limited Partners' Equity 6,369,758 6,958,668
Net unrealized losses on marketable securities (5,360) (12,980)
------------ ------------
Total Partners' Equity 6,364,398 6,945,688
------------ ------------
Total Liabilities and Partners' Equity $ 7,760,576 $ 8,369,107
============ ============
</TABLE>
The accompanying notes are an integral part of these combined
financial statements.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
<TABLE>
COMBINED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended June 30, 1997 and 1996
<CAPTION>
1997 1996
------------- --------
<S> <C> <C>
Revenue:
Rental $ 58,384 $ 46,301
Investment 37,691 31,042
Other 23,771 4,357
------------- -----------
Total Revenue 119,846 81,700
------------- -----------
Expenses:
General and administrative (includes reimbursements
to an affiliate of $51,069 and $38,748 in 1997 and
1996, respectively) 74,242 78,342
Rental operations, exclusive of depreciation 31,723 26,949
Interest 38,278 30,035
Depreciation 10,182 10,045
Amortization 20,922 27,075
Adjustment to provision for valuation of
investments in Local Limited Partnerships (55,803) (122,117)
------------- -----------
Total Expenses 119,544 50,329
------------- -----------
Income before equity in losses of
Local Limited Partnerships 302 31,371
Minority interest in loss of Local Limited Partnership 201 191
Equity in losses of Local Limited Partnerships (589,413) (525,350)
------------- -----------
Net Loss $ (588,910) $ (493,788)
============= ===========
Net Loss allocated
To General Partners $ (5,889) $ (4,938)
To Limited Partners (583,021) (488,850)
------------- -----------
$ (588,910) $ (493,788)
============= ===========
Net Loss per Limited Partnership Unit
(50,000 Units) $ (11.66) $ (9.78)
============= ===========
</TABLE>
The accompanying notes are an integral part of these combined
financial statements.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
<TABLE>
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
(Unaudited)
For the Three Months Ended June 30, 1997
<CAPTION>
Initial Investor Net
General Limited Limited Unrealized
Partners Partners Partners Losses Total
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1997 $ (364,910) $ 4,648 $ 7,318,930 $ (12,980) $ 6,945,688
Net change in net unrealized losses
on marketable securities
available for sale - - - 7,620 7,620
Net Loss (5,889) - (583,021) - (588,910)
----------- ------- ----------- --------- ------------
Balance at June 30, 1997 $ (370,799) $ 4,648 $ 6,735,909 $ (5,360) $ 6,364,398
=========== ======= =========== ========= ============
</TABLE>
The accompanying notes are an integral part of these combined
financial statements.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
<TABLE>
COMBINED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended June 30, 1997 and 1996
<CAPTION>
1997 1996
------------ --------
<S> <C> <C>
Net cash used for operating activities $ (61,735) $ (275,236)
----------- -----------
Cash flows from investing activities:
Purchases of marketable securities (894,769) (686,287)
Proceeds from sales and maturities of marketable securities 953,867 684,625
Cash distributions received from Local Limited Partnerships 25,732 27,578
Purchase of rental property and equipment (139) -
----------- -----------
Net cash provided by investing activities 84,691 25,916
----------- -----------
Net increase (decrease) in cash and cash
equivalents 22,956 (249,320)
Cash and cash equivalents, beginning 453,264 678,567
----------- -----------
Cash and cash equivalents, ending $ 476,220 $ 429,247
=========== ===========
</TABLE>
The accompanying notes are an integral part of these combined
financial statements.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
NOTES TO THE COMBINED FINANCIAL STATEMENTS
(Unaudited)
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto included with the Partnership's 10-K for the year
ended March 31, 1997. In the opinion of management, these financial statements
include all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the Partnership's financial position and results of
operations. The results of operations for the periods may not be indicative of
the results to be expected for the year.
1. Investments in Local Limited Partnerships
The Partnership has acquired interests in thirty-three Local Limited
Partnerships, excluding Hughes Apartments Ltd. ("Hughes"), which own and operate
multi-family housing complexes, all of which are government-assisted. The
Partnership, as Investor Limited Partner pursuant to the various Local Limited
Partnership Agreements, has generally acquired a 99% interest in the profits,
losses, tax credits and cash flows from operations of each of the Local Limited
Partnerships. Upon dissolution, proceeds will be distributed according to each
respective partnership agreement.
<TABLE>
A summary of Investments in Local Limited Partnerships, excluding Hughes, at
June 30, 1997, is as follows:
<CAPTION>
<S> <C>
Capital contributions to Local Limited Partnerships and purchase
price paid to withdrawing partners of Local Limited Partnerships $ 36,630,480
Cumulative equity in losses of Local Limited Partnerships
(excluding cumulative unrecognized losses of $13,509,279) (34,031,273)
Cumulative cash distributions received from Local Limited Partnerships (1,598,165)
----------------
Investments in Local Limited Partnerships before adjustment 1,001,042
Excess of investment cost over the underlying net assets acquired:
Acquisition fees and expenses 4,770,577
Accumulated amortization of acquisition fees and expenses (1,090,938)
----------------
Investments in Local Limited Partnerships 4,680,681
Reserve for Valuation of Investments in
Local Limited Partnerships (594,650)
$ 4,086,031
</TABLE>
The Partnership's share of net losses of the Local Limited Partnerships for
the three months ended June 30, 1997 is $1,563,403.
For the three months ended June 30, 1997, the Partnership has not recognized
$993,971 of equity in losses relating to seventeen Local Limited Partnerships
where cumulative equity in losses and cumulative distributions from Local
Limited Partnerships exceeded its total investments in these Local Limited
Partnerships.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
(Unaudited)
2. Supplemental Combining Schedules
<TABLE>
Balance Sheets
<CAPTION>
Boston Financial
Qualified Housing Hughes
Tax Credits Apartments
L.P. (A) Ltd.(B) Eliminations Combined
<S> <C> <C> <C> <C>
Assets
Cash and cash equivalents $ 472,450 $ 3,770 $ - $ 476,220
Tenant security deposits - 3,695 - 3,695
Marketable securities, at fair value 1,871,412 - - 1,871,412
Mortgagee escrow deposits - 940 - 940
Replacement reserve escrow - 6,092 - 6,092
Bond trusts - 86,209 - 86,209
Investments in Local Limited
Partnerships, net 4,024,550 - 61,481 4,086,031
Deferred charges, net - 47,563 - 47,563
Rental property at cost, net - 1,148,063 - 1,148,063
Other assets 31,687 2,664 - 34,351
------------ ------------ -------- -------------
Total Assets $ 6,400,099 $ 1,298,996 $ 61,481 $ 7,760,576
============ ============ ======== =============
Liabilities and Partners' Equity (Deficiency)
Accounts payable to affiliates $ 13,092 $ 53,490 $(53,490) $ 13,092
Accounts payable and accrued
expenses 22,609 18,256 - 40,865
Accrued interest - 68,819 - 68,819
Tenant security deposits payable - 4,756 - 4,756
Bonds payable - 1,210,000 - 1,210,000
------------ ------------ -------- -------------
Total Liabilities 35,701 1,355,321 (53,490) 1,337,532
------------ ------------ -------- -------------
Minority interest in Local Limited
Partnership - - 58,646 58,646
------------ ------------ -------- -------------
General, Initial and Investor
Limited Partners' Equity (Deficiency) 6,369,758 (56,325) 56,325 6,369,758
Net unrealized losses on
marketable securities (5,360) - - (5,360)
------------ ------------ -------- -------------
Total Partners' Equity (Deficiency) 6,364,398 (56,325) 56,325 6,364,398
------------ ------------ -------- -------------
Total Liabilities and
Partners' Equity (Deficiency) $ 6,400,099 $ 1,298,996 $ 61,481 $ 7,760,576
============ ============ ======== =============
</TABLE>
(A) As of June 30, 1997.
(B) As of March 31, 1997.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
(Unaudited)
2. Supplemental Combining Schedules (continued)
<TABLE>
Statements of Operations
<CAPTION>
Boston Financial
Qualified Housing Hughes
Tax Credits Apartments
L.P. (A) Ltd.(B) Eliminations Combined
<S> <C> <C> <C> <C>
Revenue:
Rental $ - $ 58,384 $ - $ 58,384
Investment 37,667 24 - 37,691
Other 21,256 2,515 - 23,771
------------- ------------ --------- ------------
Total Revenue 58,923 60,923 - 119,846
------------- ------------ --------- ------------
Expenses:
General and administrative 74,242 - - 74,242
Rental operations, exclusive
of depreciation - 31,723 - 31,723
Interest - 38,278 - 38,278
Depreciation - 10,182 - 10,182
Amortization 20,116 806 - 20,922
Adjustment to provision
for valuation of
investments in Local
Limited Partnerships (55,803) - - (55,803)
------------- ------------ --------- ------------
Total Expenses 38,555 80,989 - 119,544
------------- ------------ --------- ------------
Income (loss) before equity in
losses of Local Limited
Partnerships 20,368 (20,066) - 302
Minority interest in loss of
Local Limited Partnership - - 201 201
Equity in losses of Local
Limited Partnerships (609,278) - 19,865 (589,413)
------------- ------------ --------- ------------
Net Loss $ (588,910) $ (20,066) $ 20,066 $ (588,910)
============= ============ ========= ============
</TABLE>
(A) For the three months ended June 30, 1997.
(B) For the three months ended March 31, 1997.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
(Unaudited)
2. Supplemental Combining Schedules (continued)
<TABLE>
Statements of Cash Flows
<CAPTION>
Boston Financial
Qualified Housing Hughes
Tax Credits Apartments
L.P. (A) Ltd.(B) Eliminations Combined
<S> <C> <C> <C> <C>
Net cash provided by (used for)
operating activities $ (63,100) $ 1,365 $ - $ (61,735)
----------- ---------- --------- ------------
Cash flows from investing activities:
Purchases of marketable securities (894,769) - - (894,769)
Proceeds from sales and maturities
of marketable securities 953,867 - - 953,867
Cash distributions received from
Local Limited Partnerships 25,732 - - 25,732
Purchase of rental property
and equipment - (139) - (139)
----------- ---------- --------- ------------
Net cash provided by (used for)
investing activities 84,830 (139) - 84,691
----------- ---------- --------- ------------
Net increase in cash and
cash equivalents 21,730 1,226 - 22,956
Cash and cash equivalents, beginning 450,720 2,544 - 453,264
----------- ---------- --------- ------------
Cash and cash equivalents, ending $ 472,450 $ 3,770 $ - $ 476,220
=========== ========== ========= ============
</TABLE>
(A) For the three months ended June 30, 1997.
(B) For the three months ended March 31, 1997.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
At June 30, 1997, the Partnership, including the combined entity (Hughes
Apartments Ltd.), had cash and cash equivalents of $476,220 compared with
$453,264 at March 31, 1997. The increase is attributable to proceeds from sales
and maturities of marketable securities in excess of purchases of marketable
securities and cash distributions received from Local Limited Partnerships.
These increases to cash are offset by cash used for operations.
At June 30, 1997, approximately $1,638,000 of cash, cash equivalents and
marketable securities has been designated as Reserves. The Reserves were
established to be used for working capital of the Partnership and contingencies
related to the ownership of Local Limited Partnership interests. Reserves may be
used to fund Partnership operating deficits, if the Managing General Partner
deems funding appropriate.
Since the Partnership invests as a limited partner, the Partnership has no
contractual duty to provide additional funds to Local Limited Partnerships
beyond its specified investment. Thus, at June 30, 1997, the Partnership had no
contractual or other obligation to any Local Limited Partnership which had not
been paid or provided for.
In the event a Local Limited Partnership encounters operating difficulties
requiring additional funds, the Partnership's management might deem it in its
best interest to provide such funds, voluntarily, in order to protect its
investment.
Cash Distributions
No cash distributions were made during the three months ended June 30, 1997.
Results of Operations
The Partnership's results of operations for the three months ended June 30, 1997
resulted in a net loss of $588,910, as compared to a net loss of $493,788 for
the same period in 1996. The increase in net loss is primarily attributable to a
decrease in the adjustment to the reserve for valuation of investments in a
Local Limited Partnership as the limitation has been reached as of June 30,
1997. The increase in net loss is also the result of an increase in equity in
losses of Local Limited Partnerships due to an increase in rental operation
expenses. The increases in net loss are offset by an increase in rental revenue
from Hughes Apartments, Ltd. and distributions from Local Limited Partnerships.
Property Discussions
Limited Partnership interests have been acquired in thirty-four Local Limited
Partnerships which own and operate rental properties located in nineteen states.
Fourteen of the properties with 774 apartments were newly constructed and twenty
of the properties with 2,091 apartments were rehabilitated.
Most of the thirty-four Local Limited Partnerships have stabilized operations.
The majority of these stabilized properties are operating at break-even or
generating operating cash flow.
A number of properties are experiencing operating difficulties and cash flow
deficits due to a variety of reasons. The Local General Partners of those
properties have funded operating deficits through project expense loans,
subordinated loans or payments from operating escrows. In certain instances
where the Local General Partners have stopped funding deficits because their
obligation to do so has expired or otherwise, the Managing General Partner is
working with the Local General Partners to increase operating income, reduce
expenses or refinance the debt at lower interest rates in order to improve cash
flow.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Property Discussions (continued)
The Managing General Partner was successful in reaching a one year workout
agreement with HUD on Pebble Creek, located in Arlington, Texas effective June
1, 1997. The property had been experiencing significant operating problems
primarily due to considerable resident turnover and high security and capital
repair costs. The problems resulted in a mortgage default and subsequent
mortgage assignment to HUD. The workout included provisions for substantial
capital improvements to the property designed to stabilize operations. The
capital improvements were completed on time and in accordance with the workout.
Occupancy has improved and is currently 99%.
As previously reported, Cass House and Verdean Gardens, Massachusetts properties
which share a common Local General Partner, continue to operate below break-even
in a slow rental market. The SHARP subsidy agreements for both properties were
renegotiated in 1992 and provided additional subsidies. However, since the
properties continue to operate at a deficit and Verdean Gardens requires
maintenance work, the Local General Partner has applied for further subsidies.
The restructuring of the Cass House subsidy closed in June of 1996. The closing
for Verdean Gardens occurred in December of 1996. Both restructurings required
contributions from Partnership reserves. Under the existing subsidy agreement,
the Local General Partner has been supporting the properties' operations through
deferred management fees and guarantees or letters of credit. The carrying value
of the Partnership's investment in these Local Limited Partnerships is zero at
December 31, 1996.
Hughes Apartments, located in Mandan, North Dakota, continues to generate
operating deficits and occupancy has decreased slightly to 94%. As we previously
reported, the Managing General Partner negotiated a forbearance agreement with
the lender which included an infusion of additional capital to cure the mortgage
default and fund capital repairs. A portion of the capital repairs is being
funded from Partnership Reserves. The Managing General Partner continues to
monitor property operations closely and to work with the local General Partner
on a strategy to stabilize property operations.
The Local General Partner for Logan Plaza, located in New York New York, is
developing a refinancing plan intended to reduce or eliminate outstanding
payables and reduce debt service on the property by lowering the interest rate
to approximately 8.00%. It is expected that the refinancing will be completed by
year end.
The Local General Partner for Brentwood Manor II, in Nashua, New Hampshire,
filed for protection under the provisions of the Chapter 7 bankruptcy laws. The
Managing General Partner's request to replace the Local General Partner with a
substitute general partner was denied by the lender. The Managing General
Partner is also seeking to replace the former Local General Partner as
management agent of the property as well. Although full mortgage payments are
being made at this time, partial mortgage payments were made earlier in the year
prior to the former Local General Partner declaring bankruptcy. The lender
requires that the small deficit generated by the deficient payments be cured
immediately. The Managing General Partner is negotiating with both the lender
and the former Local General Partner to develop a plan for the payment of this
amount. It is possible that Fund reserves will be used to pay this deficit.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K
(a)Exhibits - None
(b)Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended June 30, 1997.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DATED: August 13, 1997 BOSTON FINANCIAL QUALIFIED HOUSING
LIMITED PARTNERSHIP
By: 29 Franklin Street, Inc.,
its Managing General Partner
/s/Vincent J. Costantini
Vincent J. Costantini
Treasurer and Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> JUN-30-1997
<CASH> 476,220
<SECURITIES> 1,871,412
<RECEIVABLES> 000
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 1,148,063
<DEPRECIATION> 000
<TOTAL-ASSETS> 7,760,576<F1>
<CURRENT-LIABILITIES> 000
<BONDS> 1,210,000
000
000
<COMMON> 000
<OTHER-SE> 6,364,398
<TOTAL-LIABILITY-AND-EQUITY> 7,760,576<F2>
<SALES> 000
<TOTAL-REVENUES> 81,266<F3>
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 127,044<F4>
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 38,278
<INCOME-PRETAX> 000
<INCOME-TAX> 000
<INCOME-CONTINUING> 000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (588,910)<F5>
<EPS-PRIMARY> (11.66)
<EPS-DILUTED> 000
<FN>
<F1>Included in total assets is $3,695 of tenant security deposits, Investments
in Local Limited Partnerships of $4,086,031, deferred charges, net $47,563, bond
trusts of $86,209, mortgagee escrow deposits of $940, replacement reserve escrow
of $6,092 and other assets of $34,351. <F2>Included in total liability and
equity is accounts payable to affiliates $13,092, accounts payable and accrued
expenses of $40,865, accrued interest of $68,819, tenant security deposits
payable of $4,756, and $58,646 of minority interest in Local Limited
Partnership. <F3>Total revenue includes rental of $58,384, investment of $37,691
and other of $23,771. <F4>Included in other expenses is and adjustment to the
provision for valuation of investments in Local Limited Partnerships of
$(55,803), general and administrative of $74,242, rental operations, exclusive
of depreciation of $31,723, depreciation of $10,182 and amortization of $20,922.
<F5>Net loss reflects equity in losses of Local Limited Partnerships of $589,413
and minority interest in loss of Local Limited Partnership of $201.
</FN>
</TABLE>
