UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

# Form 10-Q

 

(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, 2011

 

or

 

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________to _________

 

Commission File Number 0-13465

 

 

## NATIONAL HOUSING PARTNERSHIP REALTY FUND I

 (Exact name of registrant as specified in its charter)

 

 
| Maryland                        | 52-1358879          |
|---------------------------------|---------------------|
| (State or other jurisdiction of | (I.R.S. Employer    |
| incorporation or organization)  | Identification No.) |

 
| 55 Beattie Place, PO Box 1089                        |
|------------------------------------------------------|
| Greenville, South Carolina 29602                     |
| (Address of principal executive offices)             |
|                                                 |
| (864) 239-1000                                       |
| (Registrant's telephone number, including area code) |

 

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.  

[X] Yes  [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes  [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer [ ]                                               | Accelerated filer [ ]         |
|---------------------------------------------------------------------------|-------------------------------|
| Non-accelerated filer [ ] 

(Do not check if a smaller reporting company) | Smaller reporting company [X] |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ] No [X]

 

 

**PART I - FINANCIAL INFORMATION**

 

 

**Item 1.     Financial Statements.**

 

 

NATIONAL HOUSING PARTNERSHIP REALTY FUND I

Balance Sheets

(Unaudited)

(In thousands)

 

 
|                                                            | June 30,

2011                            | December 31,

2010                              |
|-----------------------------------------------------------------|-------------------------------------------|-------------------------------------------------|
| ASSETS                                                          |                                      |                                            |
| Cash and cash equivalents                                       |   $    3              |    $    4              |
| Receivables from limited partners                               |       11         |        10         |
| Investment in and advances to Local Limited

Partnership        |  

      -- |  

       -- |
| Total assets                                                    |   $   14                   |    $   14                   |
|                                                            |                                      |                                            |
| LIABILITIES AND PARTNERS' (DEFICIENCY) CAPITAL                  |                                      |                                            |
|                                                            |                                      |                                            |
| Liabilities                                                     |                                      |                                            |
| Administrative and reporting fees payable to General Partner    |   $   26                   |    $   23                   |
| Due to affiliate                                                |      124              |       100              |
| Other accrued expenses                                          |        9    |         6    |
| Total liabilities                                               |      159              |       129              |
|                                                            |                                      |                                            |
| Partners' (deficiency) capital                                  |                                      |                                            |
| General Partner                                                 |      (87)             |       (87)             |
| Original Limited Partner                                        |      (92)             |       (92)             |
| Other Limited Partners                                          |       34         |        64         |
| Total partners’ (deficiency) capital                       |     (145)                  |      (115)                  |
| Total liabilities and partners’ (deficiency)  capital |   $   14                   |    $   14                   |

 

See Accompanying Notes to Financial Statements

 

 

 

 

NATIONAL HOUSING PARTNERSHIP REALTY FUND I

Statements of Operations

(Unaudited)

(In thousands, except per interest data)

 

 

 

 

 

 
|                                                    | Three Months Ended

June 30,

2011       | Three Months Ended

June 30,

2010       |  

Six Months Ended

June 30,

2011 |  

Six Months Ended

June 30,

2010 |
|---------------------------------------------------------|------------------------------------------|------------------------------------------|------------------------------------------|------------------------------------------|
|                                                    |                                     |                                     |                                     |                                     |
| Revenues                                                | $    --                   | $    --                   | $    --                   | $    --                   |
|                                                    |                                     |                                     |                                     |                                     |
| Expenses:                                               |                                     |                                     |                                     |                                     |
| Administrative and reporting fees

to General Partner   |  

      1 |  

      2 |  

      3 |  

      3 |
| Interest expense                                        |       2         |      --              |       3         |       1         |
| Other operating expenses                                |      14              |      12              |      24              |      22              |
| Total expenses                                          |      17              |      14              |      30              |      26              |
|                                                    |                                     |                                     |                                     |                                     |
| Net loss                                                | $   (17)                       | $   (14)                       | $   (30)                       | $   (26)                       |
|                                                    |                                     |                                     |                                     |                                     |
| Allocation of net loss:                                 |                                     |                                     |                                     |                                     |
| General Partner                                         | $    --                   | $    --                   | $    --                   | $    --                   |
| Original Limited Partner                                | $    --                   | $    --                   | $    --                   | $    --                   |
| Other Limited Partners                                  | $   (17)                       | $   (14)                       | $   (30)                       | $   (26)                       |
|                                                    |                                     |                                     |                                     |                                     |
| Net loss per Other Limited 

 Partnership interest |  

$ (1.55)                         |  

$ (1.28)                         |  

$ (2.74)                         |  

$ (2.37)                         |

 

See Accompanying Notes to Financial Statements

 

NATIONAL HOUSING PARTNERSHIP REALTY FUND I

Statement of Changes in Partners' (Deficiency) Capital

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

 
|                                                                   |  

General Partner

The National

Housing
Partnership
(NHP) | Original Limited Partner

1133

Fifteenth
Street
Associates |  

 

 

 

Other
Limited
Partners |  

 

 

 

 

 

Total |
|------------------------------------------------------------------------|------------------------------------------------------------------|-------------------------------------------------------------|--------------------------------------------------------|-------------------------------------------------------|
|                                                                   |                                                             |                                                        |                                                   |                                                  |
| Partners’ (deficiency) capital

   at December 31, 2010 |  

    $  (87)                          |  

   $  (92)                           |  

  $   64                        |  

  $ (115)                                |
|                                                                   |                                                             |                                                        |                                                   |                                                  |
| Net loss for the six months 

ended June 30, 2011                      |  

        --            |  

       --             |  

     (30)                  |  

     (30)                 |
|                                                                   |                                                             |                                                        |                                                   |                                                  |
| Partners’ (deficiency) capital 

   at June 30, 2011    |  

   $   (87)                          |  

   $  (92)                           |  

  $   34                        |  

  $ (145)                                |
|                                                                   |                                                             |                                                        |                                                   |                                                  |

 

See Accompanying Notes to Financial Statements

 

NATIONAL HOUSING PARTNERSHIP REALTY FUND I

Statements of Cash Flows

(Unaudited)

(In thousands)

 

 
|                                                                          | Six Months Ended

June 30,

2011         | Six Months Ended

June 30,

2010         |
|-------------------------------------------------------------------------------|------------------------------------------|------------------------------------------|
| Cash flows used in operating activities:                                      |                                     |                                     |
| Operating expenses paid                                                       | $   (22)                       | $   (26)                       |
|                                                                          |                                     |                                     |
| Cash flows from investing activities:                                         |      --              |      --              |
|                                                                          |                                     |                                     |
| Cash flows provided by financing activities:                                  |                                     |                                     |
| Advances from affiliate                                                       |      21              |      24              |
|                                                                          |                                     |                                     |
| Net decrease in cash and cash equivalents                                     |      (1)             |      (2)             |
|                                                                          |                                     |                                     |
| Cash and cash equivalents, beginning of period                                |       4         |       7         |
|                                                                          |                                     |                                     |
| Cash and cash equivalents, end of period                                      | $     3              | $     5              |
|                                                                          |                                     |                                     |
|                                                                          |                                     |                                     |
|                                                                          |                                     |                                     |
| Reconciliation of net loss to net cash used in operating

activities:         |                                     |                                     |
| Net loss                                                                      | $   (30)                       | $   (26)                       |
| Adjustments to reconcile net loss to net cash 

used in operating activities: |                                     |                                     |
| Change in accounts:                                                           |                                     |                                     |
| Receivables from limited partners                                             |      (1)             |      (2)             |
| Administrative and reporting fees payable to

  General Partner          |  

      3 |  

      3 |
| Accounts payable and accrued expenses                                         |       3         |      (2)             |
| Interest due to affiliate                                                     |       3         |       1         |
| Total adjustments                                                             |       8         |      --              |
| Net cash used in operating activities                                         | $   (22)                       | $   (26)                       |

 

See Accompanying Notes to Financial Statements

NATIONAL HOUSING PARTNERSHIP REALTY FUND I

Notes to Financial Statements

(Unaudited)

 

**1.    GOING CONCERN**

** **

The accompanying unaudited financial statements have been prepared assuming National Housing Partnership Realty Fund I (the “Partnership” or the “Registrant”) will continue as a going concern. As discussed in Note 3, Hurbell IV Limited Partnership (the “Local Limited Partnership”) previously executed certain notes payable which were due November 9, 1999, however, the Local Limited Partnership has been advised by counsel that these notes are no longer enforceable due to passage of the applicable statute of limitations. 

 

The Local Limited Partnership has also incurred recurring losses from operations and receives advances from its general partner to cover its operations. These conditions raise substantial doubt about the Local Limited Partnership’s and the Partnership’s ability to continue as a going concern.  The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

Subsequent to June 30, 2011, the Local Limited Partnership sold its investment property, Talladega Downs, to a third party for $700,000. The Partnership does not anticipate that the Local Limited Partnership will have any excess funds, after payment of its liabilities and liquidating its operations, to distribute to its partners. The Local Limited Partnership was the sole remaining investment of the Partnership. The Partnership does not expect to be able to satisfy its obligations and does not expect to have any remaining net assets to distribute to its partners upon liquidation. The Partnership anticipates completing its liquidation by December 31, 2011.

** **

**2.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

** **

**Organization**

 

National Housing Partnership Realty Fund I is a limited partnership organized under the laws of the State of Maryland under the Maryland Revised Uniform Limited Partnership Act on October 21, 1983.  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 National Housing Partnership, a District of Columbia limited partnership ("NHP" or the "General Partner"), raised capital for the Partnership by offering and selling to additional limited partners 11,519 investment units at a price of $1,000 per unit. Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust, and its affiliates ultimately control the General Partner.  The Original Limited Partner of the Partnership is 1133 Fifteenth Street Associates, whose limited partners were key employees of the general partner of NHP at the time the Partnership was formed.  The general partner of 1133 Fifteenth Street Associates is NHP.

** **

The percentage interest of the partners of the Partnership is as follows: General Partner 1%, Original Limited Partner 1% and Other Limited Partners 98%. At June 30, 2011 and December 31, 2010, the Partnership had outstanding 10,963 limited partnership interests.

** **

**Basis of Presentation**

 

The accompanying unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial condition and results of operations for the interim periods presented.  All such adjustments are of a normal and recurring nature. Operating results for the three and six month periods ended June 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011.

 

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 the Partnership's Annual Report filed on Form 10-K for the fiscal year ended December 31, 2010. The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements.

 

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

 

# Net Loss Per Other Limited Partnership Interest

 

Net loss per Other Limited Partnership interest was computed by dividing the Other Limited Partner’s share of net loss by the number of Other Limited Partner units outstanding at the beginning of the year.  The number of Other Limited Partner units outstanding was 10,963 and 10,980 at January 1, 2011 and 2010, respectively.

 

### Variable Interest Entities

 

The Partnership consolidates any variable interest entities in which the Partnership holds a variable interest and is the primary beneficiary.Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics:  (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.  The primary beneficiary of a VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

 

In determining whether it is the primary beneficiary of a VIE, the Partnership considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Partnership’s investment; the obligation or likelihood for the Partnership or other investors to provide financial support; and the similarity with and significance to the business activities of the Partnership and the other investors.  Significant judgments related to these determinations include estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions.

 

At June 30, 2011 and December 31, 2010, the Partnership held a variable interest in one VIE for which the Partnership is not the primary beneficiary. The Partnership has concluded, based on its qualitative consideration of the partnership agreement, the partnership structure and the role of the general partner in the Local Limited Partnership, that the general partner of the Local Limited Partnership is the primary beneficiary of the Local Limited Partnership. In making this determination, the Partnership considered the following factors:

 

·         the general partner conducts and manages the business of the Local Limited Partnership;

·         the general partner has the responsibility for and sole discretion over selecting a property management agent for the Local Limited Partnership’s underlying real estate property;

·         the general partner is responsible for approving operating and capital budgets for the property owned by the Local Limited Partnership;

·         the general partner is obligated to fund any recourse obligations of the Local Limited Partnership; 

·         the general partner is authorized to borrow funds on behalf of the Local Limited Partnership; and

·         the Partnership, as a limited partner in the Local Limited Partnership, does not have the ability to direct or otherwise significantly influence the activities of the Local Limited Partnership that most significantly impact such entity’s economic performance.

 

The one VIE consists of a Local Limited Partnership that is directly engaged in the ownership and management of one apartment property with a total of 100 units. The Partnership is involved with this VIE as a non-controlling limited partner equity holder. The Partnership’s maximum exposure to loss as a result of its involvement with the unconsolidated VIE is limited to the Partnership’s recorded investment in and receivables from this VIE, which were zero at both June 30, 2011 and December 31, 2010. The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future. 

 

**3.    INVESTMENT IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIP**

 

The Partnership owns a 99% limited partnership interest in one Local Limited Partnership: Hurbell IV Limited Partnership.

 

Subsequent to June 30, 2011, the Local Limited Partnership sold its investment property, Talladega Downs, to a third party for $700,000. The Partnership does not anticipate that the Local Limited Partnership will have any excess funds, after payment of its liabilities and liquidating its operations, to distribute to its partners. The Local Limited Partnership was the sole remaining investment of the Partnership.

 

The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnership or exercise control over the activities and operations, including refinancing or selling decisions, of the Local Limited Partnership that would require or allow for consolidation. Accordingly, the Partnership accounts for its investment in the Local Limited Partnership using the equity method. Thus, the investment is carried at cost plus the Partnership’s share of the Local Limited Partnership’s profits less the Partnership's share of the Local Limited Partnership’s losses and distributions. However, since the Partnership is not legally liable for the obligations of the Local Limited Partnership, or is not otherwise committed to provide additional support to it, it does not recognize losses once its investment in the individual Local Limited Partnership, increased for its share of profits, reduced for its share of losses and cash distributions, reaches zero.  As of June 30, 2011 and December 31, 2010, the investment in the Local Limited Partnership had been reduced to zero.

 

The Partnership did not recognize approximately $14,000 of its allocated share of income from Hurbell IV Limited Partnership for the six months ended June 30, 2011 and approximately $102,000 of its allocated share of losses from Hurbell IV Limited Partnership for the six months ended June 30, 2010, as the Partnership's net carrying basis in this Local Limited Partnership had been reduced to zero. As of June 30, 2011 and December 31, 2010, the Partnership has not recognized approximately $2,118,000 and $2,132,000 respectively, of its allocated share of cumulative losses from Hurbell IV Limited Partnership in which its investment is zero.

 

Hurbell IV Limited Partnership executed certain notes payable as part of the acquisition of the property by the Local Limited Partnership. The notes are nonrecourse notes secured by both the Partnership's and NHP's interests in the Local Limited Partnership and are subordinated to the mortgage note on the property for as long as the mortgage note is insured by HUD. The notes were due November 9, 1999. The noteholders have not exercised any rights under the notes. The Local Limited Partnership has been advised by counsel that the notes are no longer enforceable due to the passage of the applicable statute of limitations. The Local Limited Partnership has also incurred recurring losses from operations and receives advances from its general partner to cover its operations. These conditions raise substantial doubt about the Local Limited Partnership’s and the Partnership’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects of the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

 

Advances made by the Partnership to the individual Local Limited Partnership are considered part of the Partnership's investment in the Local Limited Partnership. When advances are made, they are charged to operations as a loss on investment in the Local Limited Partnership using previously unrecognized cumulative losses. To the extent these advances are repaid by the Local Limited Partnership in the future, the repayments will be credited as distributions and repayments received in excess of investment in Local Limited Partnership.  As discussed above, due to the cumulative losses incurred by the Local Limited Partnership, the aggregate balance of investment in and advances to the Local Limited Partnership has been reduced to zero at June 30, 2011.  During the six months ended June 30, 2011 and 2010, the Partnership made no advances to the Local Limited Partnership. There were no amounts owed to the Partnership for working capital advances to the Local Limited Partnership at June 30, 2011 and December 31, 2010.

 

The following are condensed statements of operations for the three and six months ended June 30, 2011 and 2010 of the Local Limited Partnership in which the Partnership has invested.

 

The statements are compiled from financial statements of the Local Limited Partnership, prepared on the accrual basis of accounting, as supplied by the management agent of the project, presented in thousands and are unaudited.

 
|                                                                                          | Three Months Ended

June 30,

2011     | Three Months Ended

June 30,

2010 | Six Months Ended

June 30,

2011       | Six Months Ended

June 30,

2010 |
|-----------------------------------------------------------------------------------------------|----------------------------------------|------------------------------------|----------------------------------------|----------------------------------|
| Revenues:                                                                                     |                                   |                               |                                   |
| Rental income                                                                                 |  $  146                      |  $  158                  |  $  287                      |  $  278                |
| Other income                                                                                  |      14            |      13        |      28            |      25      |
| Total revenues                                                                                |     160                 |     171             |     315                 |     303           |
| Expenses:                                                                                     |                                   |                               |                                   |                             |
| Operating expenses                                                                            |     102                 |     213             |     254                 |     361           |
| Financial expenses                                                                            |      (2)           |      --        |       2       |       2 |
| Interest on note payable                                                                      |      14            |      14        |      29            |      29      |
| Depreciation                                                                                  |       7       |       6   |      16            |      14      |
| Total expenses                                                                                |     121                 |     233             |     301                 |     406           |
| Net income (loss)                                                                             |  $   39                 |  $  (62)                 |  $   14                 |  $ (103)                    |
| National Housing

 Partnership Realty Fund I

 share of net income (loss) |  

 

 $   39 |  

 

 $  (62) |  

 

 $   14 |  

 

 $ (102)    |

** **

**4. TRANSACTIONS WITH AFFILIATED PARTIES**

 

The Partnership accrued administrative and reporting fees payable to the General Partner of approximately $3,000 for each of the six months ended June 30, 2011 and 2010, respectively. As of June 30, 2011 and December 31, 2010, the Partnership owed approximately $26,000 and $23,000, respectively, to the General Partner for accrued administrative and reporting fees. As disclosed in Note 3, the property held by the Partnership’s remaining investment in a Local Limited Partnership was sold subsequent****to June 30, 2011. The Partnership does not anticipate that it will receive any funds from the sale. Accordingly, the Partnership does not anticipate that it will be able to pay the accrued administrative and reporting fees or the advances it owes at June 30, 2011 to its General Partner and affiliates.

 

During the six months ended June 30, 2011 and 2010, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $21,000 and $24,000 to fund audit fees and operating expenses of the Partnership. The advances bear interest at the prime rate plus 2% (5.25% at June 30, 2011). Interest expense was approximately $3,000 and $1,000 for the six months ended June 30, 2011 and 2010, respectively. At June 30, 2011 and December 31, 2010, there were outstanding advances and associated accrued interest of approximately $124,000 and $100,000, respectively. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission. 

 

During the six months ended June 30, 2010, AIMCO Properties, L.P., an affiliate of the General Partner, advanced approximately $45,000 to Hurbell IV Limited Partnership to fund operating expenses. There were no advances during the six months ended June 30, 2011. At June 30, 2011 and December 31, 2010, the balance owed to AIMCO Properties, L.P., an affiliate of the General Partner, by the Local Limited Partnership was approximately $269,000 and $262,000, respectively, including accrued interest of approximately $50,000 and $43,000, respectively. Interest on advances is charged at the prime rate plus 2% (5.25% at June 30, 2011). 

 

The Local Limited Partnership accrued annual partnership administration fees payable to the General Partner of approximately $4,000 for each of the six months ended June 30, 2011 and 2010. Payments of these fees are made to the General Partner from surplus cash available for distribution to partners pursuant to HUD regulations or sale proceeds. No payments were made during the six months ended June 30, 2011 and 2010. The accumulated fees owed to NHP by Hurbell IV Limited Partnership are approximately $114,000 and $110,000 at June 30, 2011 and December 31, 2010, respectively.

 

**5. FAIR VALUE OF FINANCIAL INSTRUMENTS**

 

Financial Accounting Standards Board Accounting Standards Codification Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. At June 30, 2011 the Partnership believes that the carrying amount of other assets and liabilities reported on the balance sheet that require such disclosure approximated their fair value due to the short-term maturity of these instruments.

 

**6. CONTINGENCIES**

 

The Partnership is unaware of any pending or outstanding litigation involving it or the underlying investment property of the Local Limited Partnership in which the Partnership invests that are not of a routine nature arising in the ordinary course of business.

**Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.**

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking within the meaning of the federal securities laws. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond the Partnership’s control, including, without limitation: financing risks, including the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; national and local economic conditions, including the pace of job growth and the level of unemployment; the terms of governmental regulations that affect the Partnership and its investment in the limited partnership and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the limited partnerships in which the Partnership has invested. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

 

This item should be read in conjunction with the financial statements and other items contained elsewhere in this report.

 

### LIQUIDITY AND CAPITAL RESOURCES

 

The property in which the Partnership has invested, through its investment in Hurbell IV Limited Partnership, receives one or more forms of assistance from the Federal Government.  As a result, the Local Limited Partnership’s ability to transfer funds to the Partnership in the form of cash distributions, loans or advances is generally restricted by these government assistance programs.  The General Partner monitors developments in the area of legal and regulatory compliance.

 

The Partnership had cash and cash equivalents of approximately $3,000 and $4,000 at June 30, 2011 and December 31, 2010, respectively. The ability of the Partnership to meet its on-going cash requirements, in excess of cash on hand at June 30, 2011, is dependent on distributions from recurring operations received from the Local Limited Partnership and proceeds from the sale or refinancing of the underlying property. The Partnership’s only other form of liquidity are advances from its General Partner. AIMCO Properties, L.P., an affiliate of the General Partner will evaluate lending the Partnership additional funds as such funds are needed, but is in no way legally obligated to make such advances.

 

Subsequent to June 30, 2011, the Local Limited Partnership sold its investment property, Talladega Downs, to a third party for $700,000. The Partnership does not anticipate that the Local Limited Partnership will have any excess funds, after payment of its liabilities and liquidating its operations, to distribute to its partners. The Local Limited Partnership was the sole remaining investment of the Partnership. The Partnership does not expect to be able to satisfy its obligations and does not expect to have any remaining net assets to distribute to its partners upon liquidation. The Partnership anticipates completing its liquidation by December 31, 2011.

 

During the six months ended June 30, 2011 and 2010, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $21,000 and $24,000 to fund audit fees and operating expenses of the Partnership. The advances bear interest at the prime rate plus 2% (5.25% at June 30, 2011). Interest expense was approximately $3,000 and $1,000 for the six months ended June 30, 2011 and 2010, respectively. At June 30, 2011 and December 31, 2010, there were outstanding advances and associated accrued interest of approximately $124,000 and $100,000, respectively. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

 

At June 30, 2011 and December 31, 2010, the Partnership owed the General Partner approximately $26,000 and $23,000, respectively, for administrative and reporting services performed. As noted above, the property held by the Partnership’s remaining investment in a Local Limited Partnership was sold subsequent****to June 30, 2011. The Partnership does not anticipate that it will receive any funds from the sale. Accordingly, the Partnership does not anticipate that it will be able to pay the accrued administrative and reporting fees or the advances it owes at June 30, 2011 to its General Partner and affiliates.

** **

Net cash used in operations for the six months ended June 30, 2011 was approximately $22,000, compared to net cash used in operations of approximately $26,000 for the six months ended June 30, 2010.

 

During the six months ended June 30, 2011 and 2010, the Partnership made no advances for working capital purposes to the Local Limited Partnership. There were no amounts owed to the Partnership for working capital advances to the Local Limited Partnership at June 30, 2011 and December 31, 2010.

 

During the six months ended June 30, 2010, AIMCO Properties, L.P., an affiliate of the General Partner, advanced approximately $45,000 to Hurbell IV Limited Partnership to fund operating expenses. There were no advances during the six months ended June 30, 2011. At June 30, 2011 and December 31, 2010, the balance owed to AIMCO Properties, L.P., an affiliate of the General Partner, by the Local Limited Partnership was approximately $269,000 and $262,000, respectively, including accrued interest of approximately $50,000 and $43,000, respectively. Interest on advances is charged at the prime rate plus 2% (5.25% at June 30, 2011). 

 

The Local Limited Partnership accrued annual partnership administration fees payable to the General Partner of approximately $4,000 for each of the six months ended June 30, 2011 and 2010. Payments of these fees are made to the General Partner from surplus cash available for distribution to partners pursuant to HUD regulations and sale proceeds. No payments were made during the six months ended June 30, 2011 and 2010. The accumulated fees owed to NHP by Hurbell IV Limited Partnership are approximately $114,000 and $110,000 at June 30, 2011 and December 31, 2010, respectively.

 

Distributions received in excess of investment in the Local Limited Partnership represent the Partnership’s proportionate share of the excess cash available for distribution from the Local Limited Partnership.  As a result of the use of the equity method of accounting for the Partnership’s investment in the Local Limited Partnership, the investment carrying value for the Local Limited Partnership has been reduced to zero. Cash distributions received are recorded in revenues as distributions received in excess of investment in the Local Limited Partnership. There were no distributions received from the Local Limited Partnership during the six months ended June 30, 2011 and 2010. The receipt of distributions upon liquidation of the Local Limited Partnership as a result of the sale of its investment property is unlikely as discussed above.

 

The Partnership made no distributions during the six months ended June 30, 2011 and 2010.

 

As discussed in Note 3 to the financial statements included in “Item 1. Financial Statements”, Hurbell IV Limited Partnership executed certain notes payable as part of the acquisition of the property by the Local Limited Partnership. The notes are nonrecourse notes secured by both the Partnership's and NHP's interests in the Local Limited Partnership and are subordinated to the mortgage note on the property for as long as the mortgage note is insured by HUD. The notes were due November 9, 1999. The noteholders have not exercised any rights under the notes. The Local Limited Partnership has been advised by counsel that the notes are no longer enforceable due to the passage of the applicable statute of limitations. The Local Limited Partnership has also incurred recurring losses from operations and receives advances from its general partner to cover its operations. These conditions raise substantial doubt about the Local Limited Partnership’s and the Partnership’s ability to continue as a going concern.  The financial statements do not include any adjustments to reflect the possible future effects of the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. 

###  

### RESULTS OF OPERATIONS

 

At June 30, 2011 and December 31, 2010, the Partnership holds an interest in one Local Limited Partnership, which operates one rental housing property. Due to the use of the equity method of accounting as discussed in “Item 1. Financial Statements – Note 3”, to the extent the Partnership still has a carrying basis in a Local Limited Partnership, results of operations will be impacted by the Partnership’s share of the profits or losses of the Local Limited Partnership.  The investment balance in the Local Limited Partnership has been reduced to zero.  As a result, the Partnership’s operations are no longer being affected by its share of the Local Limited Partnership’s operations.

 

The Partnership realized net losses of approximately $17,000 and $30,000 for the three and six months ended June 30, 2011, respectively, compared to net losses of approximately $14,000 and $26,000 for the three and six months ended June 30, 2010, respectively. Net loss per Other Limited Partnership interest was approximately $1.55 and $2.74 for the three and six months ended June 30, 2011, respectively, compared to net loss per Other Limited Partnership interest of approximately $1.28 and $2.37 for the three and six months ended June 30, 2010, respectively.

 

The Partnership did not recognize approximately $14,000 of its allocated share of income from Hurbell IV Limited Partnership for the six months ended June 30, 2011 and approximately $102,000 of its allocated share of losses from Hurbell IV Limited Partnership for the six months ended June 30, 2010, as the Partnership's net carrying basis in this Local Limited Partnership had been reduced to zero. As of June 30, 2011 and December 31, 2010, the Partnership has not recognized approximately $2,118,000 and $2,132,000 respectively, of its allocated share of cumulative losses from Hurbell IV Limited Partnership in which its investment is zero.

 

Off-Balance Sheet Arrangements

 

The Partnership owns a limited partnership interest in an unconsolidated Local Limited Partnership, in which the Partnership’s ownership percentage is 99%. However, based on the provisions of the relevant partnership agreement, the Partnership, as a limited partner, does not have control or a contractual relationship with the Local Limited Partnership that would require or allow for consolidation under accounting principles generally accepted in the United States (see “Note 2 – Organization and Summary of Significant Accounting Policies” of the financial statements in “Item 1. Financial Statements”).  There are no lines of credit, side agreements or any other derivative financial instruments between the Local Limited Partnership and the Partnership.  Accordingly the Partnership’s maximum risk of loss related to this unconsolidated Local Limited Partnership is limited to the recorded investment in and receivables from the Local Limited Partnership. See “Note 3 – Investment In and Advances to Local Limited Partnership” of the financial statements in “Item 1. Financial Statements” for additional information about the Partnership’s investment in the unconsolidated Local Limited Partnership.

 

Variable Interest Entities

 

The Partnership consolidates any variable interest entities in which the Partnership holds a variable interest and is the primary beneficiary.Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics:  (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

 

In determining whether it is the primary beneficiary of a VIE, the Partnership considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Partnership’s investment; the obligation or likelihood for the Partnership or other investors to provide financial support; and the similarity with and significance to the business activities of the Partnership and the other investors.  Significant judgments related to these determinations include estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions.

 

At June 30, 2011 and December 31, 2010, the Partnership held a variable interest in one VIE for which the Partnership is not the primary beneficiary. The Partnership has concluded, based on its qualitative consideration of the partnership agreement, the partnership structure and the role of the general partner in the Local Limited Partnership, that the general partner of the Local Limited Partnership is the primary beneficiary of the Local Limited Partnership. In making this determination, the Partnership considered the following factors:

 

·         the general partner conducts and manages the business of the Local Limited Partnership;

·         the general partner has the responsibility for and sole discretion over selecting a property management agent for the Local Limited Partnership’s underlying real estate property;

·         the general partner is responsible for approving operating and capital budgets for the property owned by the Local Limited Partnership;

·         the general partner is obligated to fund any recourse obligations of the Local Limited Partnership; 

·         the general partner is authorized to borrow funds on behalf of the Local Limited Partnership; and

·         the Partnership, as a limited partner in the Local Limited Partnership, does not have the ability to direct or otherwise significantly influence the activities of the Local Limited Partnership that most significantly impact such entity’s economic performance.

 

The one VIE consists of a Local Limited Partnership that is directly engaged in the ownership and management of one apartment property with a total of 100 units. The Partnership is involved with this VIE as a non-controlling limited partner equity holder. The Partnership’s maximum exposure to loss as a result of its involvement with the unconsolidated VIE is limited to the Partnership’s recorded investment in and receivables from this VIE, which were zero at both June 30, 2011 and December 31, 2010.  The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future. 

 

**Item 4.**     **Controls and Procedures.**

** **

**a)    Disclosure Controls and Procedures.**

 

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

 

**(b)   Changes in Internal Control Over Financial Reporting.**

 

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

###### PART II – OTHER INFORMATION

 

 

### Item 6.     Exhibits.

 

See Exhibit Index.

 

###### 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 I

 

 
|                  |                                                           |
|-----------------------|----------------------------------------------------------------|
|                  | By:   The National Housing Partnership,              |
|                  |       its sole general partner        |
|                  |                                                           |
|                  | By:   National Corporation for Housing Partnerships, |
|                  |       its sole general partner        |
|                  |                                                           |
| Date: August 12, 2011 | By:   /s/Steven D. Cordes                            |
|                  |       Steven D. Cordes                |
|                  |       Senior Vice President           |
|                  |                                                           |
| Date: August 12, 2011 | By:   /s/Stephen B. Waters                           |
|                  |       Stephen B. Waters               |
|                  | Senior Director of Partnership Accounting                      |

 

 

 

NATIONAL HOUSING PARTNERSHIP REALTY FUND I

 

 

INDEX OF EXHIBITS

 

 

31.1  Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2  Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1  Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.