Annual Report (Form 10-K), fiscal year 1994

ITEM 1. BUSINESS
American Housing Partners ("AHP"), a California limited partnership, was formed on June 7, 1971, to invest through local limited partnerships in government assisted multi-family housing developments ("Projects" or "Government-Assisted Properties"). Each local limited partnership owns, individually, a single low to moderate income multi-family housing project which is subsidized and/or mortgage-insured by the federal government. During 1994, and as of December 31, 1994, AHP held interests in five local limited partnerships which own and operate a Project. The general partner of AHP is NIDC Managers, Inc., a Delaware corporation ("NIDMI" or "the General Partner"). See Item 12 "Partnership Interest Ownership of Certain Beneficial Owners and Management".
In order to stimulate private investment in low and moderate income housing of the types in which AHP has invested, the federal government has provided investors with significant ownership incentives, including interest subsidies, rent supplements, mortgage insurance and other measures, with the intent of reducing the risks and providing the investors/owners with certain tax benefits, plus limited cash distributions and the possibility of long-term capital gains. However, there are significant risks inherent in this type of housing. Long-term investments in real estate limit the ability of AHP to vary its portfolio in response to changing economic, financial and investment conditions, and such investments are subject to changes in economic circumstances and housing patterns, rising operating costs and vacancies, rent controls and collection difficulties, costs and availability of energy, as well as other factors which normally affect real estate values. In addition, these projects usually involve greater management burdens and operating expenses than conventional housing projects.
AHP's Projects were typically initiated by private developers who optioned or acquired the sites and applied for Federal Housing Administration (FHA) mortgage insurance and subsidies. AHP became the sole limited partner in local limited partnerships formed to become the owners of such Projects. As a limited partner, AHP's liability for obligations of the local limited partnership is limited to its investment. The developer typically became the managing general partner of the local limited partnership, with responsibility for developing, constructing, maintaining, operating and managing the Project. Generally, NIDC Housing Corporation, a Delaware corporation ("NIDHC"), or NIDC Asset Management, Inc., a Delaware corporation ("NIDAM"), is a co-general partner of each local limited partnership. As such, NIDHC or NIDAM has the right to participate in certain decisions that affect AHP's investment in the local limited partnership. NIDHC and NIDAM also have the right to replace the developer as the managing general partner of the local limited partnership and to assume day-to-day operational control of the local limited partnership's affairs upon the occurrence of certain events considered adverse to AHP's investment. NIDHC and NIDAM are affiliates of NIDMI. See Item 12 "Partnership Interest Ownership of Certain Beneficial Owners and Management".
Although each of the Projects in which AHP holds an indirect interest must compete in the marketplace for tenants, the receipt of interest subsidies and rent supplements from the federal government make it possible to offer these dwelling units to tenants with low and moderate income at prices below the market rate for comparable dwelling units in the area.
During 1994, the Projects operated, in the aggregate, with positive cash flow. The distributions from the local limited partnerships are limited by the Projects' regulatory agreements with HUD or other similar state agencies, to 6% per annum of the original equity provided to the Project (as determined by HUD), payable only when cash is available as determined by a formula provided by HUD. Of the distributions payable to AHP and the general partners of the local limited partnerships at December 31, 1994, a portion is currently payable and the remainder is deferred until there is available cash.
In 1983, AHP adopted a policy of selling the Projects in which it holds an interest (through the local limited partnership) when such sale can be made on satisfactory terms and deemed in the best interest of the partners of AHP. This policy resulted in two Project sales in 1983, four Project sales in 1984, one Project sale in 1985 and three Project sales in 1989. Of the 20 Projects in which AHP held an interest through its ownership of local limited partnerships (19 originally and one acquired), five remain and one, Woodwork Apartments, which was sold in 1985, still has not had a final closing. See Item 2.



ITEM 2. PROPERTIES
AHP holds interests as a limited partner in local limited partnerships that have developed, own, and operate government-assisted multi-family housing developments. See Item 1. Business. The properties were developed from the proceeds of mortgage loans obtained by the local limited partnerships to provide affordable housing to the low and moderate income groups.
The five Projects are composed primarily of garden and townhouse type apartments representing 518 units located in four states. The typical Project includes a mix of 1, 2, and 3 bedroom units, laundry facilities and parking areas, with some projects containing a playground and/or swimming pool. The individual units include all normal amenities with most including automatic dishwasher and air conditioning.
In 1983, AHP adopted a policy of selling the Projects in which it holds an interest (through the local limited partnership) when such sale can be made on satisfactory terms and deemed in the best interest of the partners of AHP. See Item 1. Business.
AHP sold its Partnership interest in 3 Projects in 1989. Set forth below is a schedule as of December 31, 1994 of Projects owned by local limited partnerships in which AHP is a limited partner, together with the current occupancy status of each Project.
* RENTS DECONTROLLED IN 1984.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
The 1991 Report contained a description of a series of administrative and legal proceedings relating to disputes between the Department of Housing and Urban Development ("HUD") and Associated Financial Corporation ("AFC") and its affiliates (collectively, the "AFC Group"). Members of the AFC Group include both General Partners of the Partnership and general partners of the Operating Partnerships. The information relating to such proceedings, contained on pages 4 through 30 of the 1991 Report, is incorporated herein by this reference.
In April, 1994, members of the AFC Group entered into a comprehensive settlement agreement with HUD (the "Settlement Agreement") on terms which the General Partners believe are decisively favorable to the AFC Group. Under the Settlement Agreement, all of HUD's administrative proceedings against members of the AFC Group, including those relating to the dispute regarding Westport Housing Corporation, were dismissed on terms which do not permit HUD to reinstitute any of the proceedings, and HUD agreed to refrain from using any of the facts it alleged in the administrative proceedings or other facts relating to the current condition of the properties owned by members of the AFC Group in any future administrative proceedings. HUD also terminated the 1992 suspension and proposed debarment of the members of the AFC Group, including the General Partners. Under the Settlement Agreement, members of the AFC Group will regain the unrestricted right to participate in HUD programs and otherwise do business with HUD with respect to Government Assisted Properties.
As described on pages 6-9 of the 1991 Report, which pages are incorporated herein by this reference, the various partnerships affiliated with the AFC Group and others initiated an actions against HUD officials in United States District Court in January, 1993. In one case involving the Germano Partnership, the District Court judge granted to the plaintiffs substantially all the relief they had requested, including requiring HUD to renew its Section 8 Housing Assistance Payments Contract ("HAP Contract") with the Germano Partnership. The plaintiffs in three similar District Court actions, described or referred to on pages 9-12 of the 1991 Report and each involving a property owned by a member of the AFC Group, also obtained substantially all the relief they sought, including in each case renewing an existing HAP Contract or entering into a new HAP Contract. After obtaining the relief they sought, the plaintiffs in the District Court actions consented to dismissals of the actions.
In view of the favorable results they had obtained in the District Court actions, plaintiffs in the four actions filed petitions for attorney's fees against HUD. Under the Settlement Agreement, HUD agreed to pay a total of approximately $167,500 to plaintiffs in the District Court actions, and the plaintiffs agreed to move for dismissal of their petitions for attorney's fees.
The 1991 Report contained a description of a civil action relating to Tyler House, a Government-Assisted Property in which affiliates of the General Partners had invested. See pages 24 and 29 of the 1991 Report, which information is incorporated herein by this reference. As indicated therein, the defendants appealed the judgments based upon the verdict against them. The appellate court subsequently denied the defendants' appeal, and the defendants then duly satisfied the judgment. The General Partners' prediction that the judgment would not interfere with the performance by the General Partner of its duties to the Partnership and that the Partnership would not be adversely affected by the result in the litigation proved to be correct.
On May 8, 1997, the United States filed an action against Associated Financial Corporation, certain members of the AFC Group, including Messrs. Ross and Rozet, and others, in the United States District Court for the Northern District of California charging that the defendants were wrongfully participating in the fees earned by the management agent for several properties (not including any of the properties invested in by the Partnership) and had not disclosed this arrangement and, thus, were violating provisions of the applicable regulatory agreements and other agreements governing the subject properties. The Complaint did, however, allege that the defendants made certain false claims regarding the condition of the Sierra Nevada property. Defendants filed an answer on August 11, 1997, denying the material allegations of the Complaint, and asserting various separate and additional defenses.
The government filed an amended complaint on March 2, 1998, adding additional defendants none of whom are part of the AFC Group and added a claim that the defendants, including the new defendants made false claims in connection with the obtaining of insurance for various HUD-insured properties. The defendants have filed answers to the First Amended Complaint, again denying the material allegations of the Complaint and asserting various separate and additional defenses.
While substantial document discovery has been completed, the defendants intend to move to compel significant delivery from the government of substantial additional
documentation. Deposition discovery is in its early stages. Given the defendants need to obtain significant additional discovery, counsel can offer no opinion as to the outcome of the litigation at this time.
The General Partner believes that when all of the facts are presented to an impartial judge, the defendants will be exonerated. However, the complaint contains serious allegations against the defendants and every effort will be made to show that the government is wrong in bringing the lawsuit. At this time, the general partner does not believe that there will be any material adverse affect to the Partnership and the operation of its investments, much like the previous litigation with HUD described above.
Woodbrook Apartments
A suit was commenced in January, 1976, in the New York Supreme Court by Woodbrook Houses Associates against Hercoform Marketing (the general contractor), Tiffany-Armstrong (the architect), Beardsley and Beardsley (site engineers) and Seaboard Surety Company (the general contractor's insurer) to recover damages for construction deficiencies. The cost of correcting these deficiencies and the additional expenses caused by these deficiencies is estimated to exceed $700,000. The general contractor has interposed counterclaims in the amount of $58,000. Because of the complexity of this lawsuit, legal counsel cannot express an opinion on its probable outcome. As a condition of the sale of Woodbrook Apartments, primary responsibility to pursue this matter shifted to the new owners, CPY Partnership. However, the Registrant continues to be involved in the case and will share in the case and will share in any ultimate award or settlement obtained by Woodbrook Houses Associates.
A suit involving Woodbrook Apartments was commenced on January 11, 1983 in the New York Supreme Court by K-Line Windows, Inc. against Mayzan Management Corporation (the on-site management company for Woodbrook Apartments) and NIDAM. The action is based upon a claim for an unpaid contract sum for the installation of storm windows at the project. On September 4, 1984, a summary judgment was granted to the plaintiff in the amount of $56,877. The defendants have interposed various motions to delay execution of this judgment. Settlement negotiations are presently underway to resolve this judgment. As a condition of the sale of Woodbrook Apartments, CPY Partnership agreed to assume full financial responsibility for the settlement of this suit although NIDAM remains a defendant in this action.
At this time, it appears that neither of the two foregoing lawsuits is being actively pursued by any party to either suit.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year ending December 31, 1994 to a vote of security holders.
PART II
ITEM 5.

ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS
AHP partnership interests are not actively traded and no public trading market exists. From time to time, a sale of the partnership interests is made at a price negotiated between the buyer and seller. The transactions are handled through a limited number of broker-dealers.
As of December 31, 1994 there were 5 general partner interests held by NIDMI and 7,005 limited partner interests held by 517 limited partners. This figure is based upon the number of record holders as reported by the Registrant's transfer agent.
During 1990 one cash distribution was made. On September 3, 1990, $576,923 was distributed to partners of record as of December 29, 1989.
During 1991 no cash distributions were made.
During 1992 no cash distributions were made.
During 1993 no cash distributions were made.
During 1994 no cash distributions were made.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
The following summary of selected financial data should be read in conjunction with Item 14, herein, which also includes a summary of AHP's significant accounting policies.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
RESULTS OF OPERATIONS:
Payments received in 1994, 1993 and 1992 on notes receivable resulting from project sales in prior years were limited to the amounts required to service the underlying HUD mortgages on these projects. The Partnership also received surplus cash distributions of
$559,041, $62,409 and $15,756 for 1994, 1993, and 1992, respectively. For income tax purposes, AHP's share of net interest income recognized on the notes receivable was $152,511 for 1994, compared with $200,104 and $211,492 for 1993 and 1992, respectively. For financial statement purposes, as the sales are accounted for under the cost recovery method, all interest income is deferred until the cost of the respective property is recovered.
Total revenue generated in 1994 was $561,574 compared with $62,409 and $15,756 for 1993 and 1992, respectively. For all three years, distributions received from partnerships in which AHP holds interests represent more than 99% of total revenue. For income tax purposes, cash distributions received are treated as offsets to investment.
Total expenses for 1994 were $191,805, compared with $73,287 and $75,163 for 1993 and 1992, respectively, an increase of 162% from 1993 to 1994 and a decrease of 2% from 1992 and 1993. The increase in 1994 compared to 1993 is mainly due to an increase in professional fees of $130,500 paid to a company affiliated with the general partner for asset management and preservation services.
Net income for 1994 was $369,769 compared to net losses of $10,878 and $59,407 for 1993 and 1992, respectively.
LIQUIDITY AND CAPITAL RESOURCES:
Although the Partnership is actively seeking to divest itself of projects in which it has investments, the financial health and operating prospects of the remaining projects is still viable. Distributions of cash are still being received from the remaining projects, and the Partnership continues to receive proceeds from the prior sales. There are currently no appreciable problems with projects owned by partnerships in which AHP holds interests.
ITEM 8.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements together with the auditors' report thereon are set forth at the pages indicated in Item 14 (a)(1) and (2).
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
PART III
ITEM 10.



ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
AHP has no officers or directors. The officers and directors of NIDMI (the General Partner) are as follows:
NAME POSITION
Deane Earl Ross Director, President and Treasurer
A. Bruce Rozet Director and Chief Executive Officer
Suzanne Magnuson Secretary
The following biographical information is presented for the officers and directors of NIDMI.
Mr. Ross has been a principal officer of the Associated Financial Corporation ("AFC") group of companies, including affiliates of the General Partner, since the inception of a predecessor corporation, Oakdale Corporation, a California corporation (which is now a wholly-owned subsidiary), in 1973. The AFC organization, including certain predecessors, has been continuously engaged in the field of government-assisted low to moderate income housing developments since its inception.
Mr. Ross is a real estate executive with more than 35 years' experience in the field of government-assisted housing. In 1987, he testified before the U.S. Senate Committee on Banking, Housing and Urban Affairs on matters relating to housing legislation. Mr. Ross earned a Bachelor's Degree in Real Estate & Finance from the Wharton School of Finance & Commerce of the University of Pennsylvania.
Mr. Rozet has been Chairman of the Board of Associated Financial Corporation and certain of its Affiliates, including AFC Capital Corporation, since 1984, except for a brief period from August 1985 to February 1986. Concurrently, from 1975 until 1987, he was also Chairman of the Board of National Development Services Corporation, a California corporation engaged in providing consulting services principally relating to the financial structuring of government-assisted, low to moderate income housing developments.
Mr. Rozet has been a financier for more than 25 years with substantial experience in the field of real estate, most significantly relating to government subsidized multi-family residential housing. Since 1972, Mr. Rozet has been involved in the equity financing of approximately 500 government- assisted apartment developments relating to approximately 50,000 apartment units. Mr. Rozet has served on a task force for the U.S. Department of Housing and Urban Development formed to aid HUD personnel in the development and implementation of advanced processing procedures. Mr. Rozet has also provided consulting services to Congressional staff personnel with respect to housing legislation. In 1988, Mr. Rozet testified before the U.S. House of Representatives Committee on Ways and Means on matters relating to the Low Income Housing Tax Credit.
Mr. Rozet earned a Bachelor of Science Degree in Industrial Engineering from Pennsylvania State University and completed graduate studies in Corporate Finance and Strategic Planning at the University of California at Los Angeles (UCLA).
Ms. Magnuson is Secretary of National Palisades Corporation and has been an executive officer to certain of its affiliates and predecessors since 1977. In June, 1987, Ms. Magnuson became Secretary of NIDMI.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
AHP has no executive officers. No person acting in such capacity received compensation in 1994 directly or indirectly from AHP.
ITEM 12.

ITEM 12. PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
No person is known to own beneficially in excess of five percent of the outstanding partnership interests of AHP. NIDMI, the General Partner, holds five non-voting General Partnership Interests and five voting Limited Partnership Interests. NIDMI is beneficially owned by A. Bruce Rozet and Deane Earl Ross, who are the Directors and executive officers of NIDMI.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NIDAM earned management fees of $50,000 during 1994 from AHP, which represents 9.3% of NIDAM's total revenue during 1994. NIDAM and NIDHC are general partners in the local limited partnerships in which AHP has invested. A. Bruce Rozet and Deane Earl Ross, the Directors of NIDMI, beneficially own and are executive officers of NIDAM and NIDHC.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K:
(a) The following documents are filed as part of this report:
(1) Financial Statements: PAGE
Report of Independent Certified Public Accountants Balance Sheets - December 31, 1994 and 1993 Statements of Operations for the Three Years Ended December 31, 1994 Statements of Partners' Deficit for the Three Years Ended December 31, 1994 Statements of Cash Flows for the Three Years Ended December 31, 1994 Notes to the Financial Statements
(2) Financial Statement Schedules:
Report of Independent Certified Public Accountants S-1
Schedule IV Amounts Due from Related Parties S-2
Schedule XI Real Estate and Accumulated Depreciation of Limited Partnerships in which the Partnership has an Investment S-5
Schedule XII Mortgage Loans on Real Estate S-8
Schedule XIII Investments in and Advances to Limited Partnerships S-11
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by AHP during the last quarter of fiscal year 1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN HOUSING PARTNERS a California limited partnership
By: NIDC Managers, Inc. General Partner
Date: July 16, 1998 By: /s/ Deane Earl Ross ------------------------------------------- Deane Earl Ross President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: July 16, 1998 By: /s/ A. Bruce Rozet ------------------------------------------- A. Bruce Rozet, Chairman of the Board and Chief Executive Officer of NIDC Managers, Inc.
Date: July 16, 1998 By: /s/ Deane Earl Ross ------------------------------------------- Deane Earl Ross, Director, President and Treasurer (Chief Financial Officer and Chief Accounting Officer) of NIDC Managers, Inc.
[LETTERHEAD OF BAY SHERMAN CRAIG & GOLDSTEIN, LLP APPEARS HERE]
Report of Independent Certified Public Accountants --------------------------------------------------
To the Partners American Housing Partners
We have audited the accompanying balance sheets of American Housing Partners (a California limited partnership) as of December 31, 1994 and 1993 and the related statements of operations, partners' deficit and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain limited partnerships in which the Partnership has an investment, the statements of which reflect total assets and revenues constituting 100% of the combined totals of the limited partnerships in the years presented. These statements were audited by other auditors, whose reports thereon have been furnished to us and our opinion, insofar as it relates to the amounts included in Note C for those limited partnerships, is based solely upon the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of American Housing Partners as of December 31, 1994 and 1993 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles.
/s/ Bay Sherman Craig & Goldstein, LLP
Los Angeles, California July 24, 1997, except for Note I, as to which the date is July 7, 1998
AMERICAN HOUSING PARTNERS
BALANCE SHEETS
DECEMBER 31,
See notes to the financial statements.
AMERICAN HOUSING PARTNERS
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
See notes to the financial statements.
AMERICAN HOUSING PARTNERS
STATEMENTS OF PARTNERS' DEFICIT
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
See notes to the financial statements.
AMERICAN HOUSING PARTNERS
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
Noncash investing and financing activities: Principal payments on mortgages payable were made by buyers on behalf of the Partnership totaling $152,511, $200,104 and $211,492 during the years ended December 31, 1994, 1993 and 1992, respectively.
See notes to the financial statements.
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows.
(1) Organization and Line of Business
American Housing Partners (the Partnership) was formed as a limited partnership on June 7, 1971 under the laws of the State of California, with its general partner, NIDC Managers, Inc. (NIDMI), owning five partnership interests and the initial limited partner owning five partnership interests. On August 31, 1971, the Partnership issued 7,000 partnership interests to limited partners through a public offering.
The Partnership is engaged primarily in investing in limited partnerships that own and operate government-assisted, multi-family, residential rental projects. The general partners of the limited partnerships generally are affiliates of NIDMI.
The accompanying financial statements include only the assets, liabilities, results of operations and cash flows which relate to the Partnership, and not those attributable to the partners' individual activities.
(2) Investments in Limited Partnerships
The Partnership uses the equity method to account for its investments in limited partnerships. Accordingly, for financial statement purposes, when the carrying value of the investment has been reduced to zero, the Partnership discontinues recognizing its share of the limited partnerships' losses and recognizes cash distributions as income when received.
(3) Revenue Recognition
Gains on the sale of investments in limited partnerships are accounted for using the cost recovery method. Under this method, no gain is recognized until cash payments by the buyers to the Partnership exceed the Partnership's investments in the limited partnerships sold and all accrued interest has been received.
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994, 1993 AND 1992
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(4) Income Taxes
No provision has been made for income taxes in the accompanying financial statements since such taxes, if any, are the liability of the individual partners.
(5) Cash Equivalents
The Partnership considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
(6) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
B. SALES OF INVESTMENTS IN LIMITED PARTNERSHIPS TO RELATED PARTIES
Prior to 1985, six limited partnerships in which the Partnership had an interest disposed of the multi-family, HUD-regulated, residential rental projects and certain other assets and liabilities owned by them. The projects were sold for various sales prices consisting of cash down payments, deferred cash payments due in future annual installments and the remainder due in the form of nonrecourse all-inclusive residual notes receivable. The residual notes, which include the unpaid principal balances of the related underlying HUD mortgages, bear interest at 14% per annum and are collateralized by the various purchasers' partnership interests. The residual notes contain provisions which limit the accrual of interest if the sum of the unpaid principal plus accrued interest exceeds the appraised value of the respective project at specified dates. Based on values determined by management, the accrual of interest on two residual notes was suspended as of January 1, 1992. All unpaid principal and interest is due in full through 2024.
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994, 1993 AND 1992
B. SALES OF INVESTMENTS IN LIMITED PARTNERSHIPS TO RELATED PARTIES (CONTINUED)
The sales were made to partnerships whose general partners currently are affiliates of the general partner of the Partnership (two purchasing partnerships were related prior to 1985 and the remaining four partnerships became related during 1986). Concurrent with the sales, the Partnership was assigned its share of the selling limited partnerships' rights and beneficial interests in and to the resulting residual notes receivable and the related underlying HUD mortgages, and also loans payable to the former managing general partners (Note D), none of which were assumed by the purchasers. In 1985, the Partnership was assigned its share of the remaining assets of the limited partnerships.
Additionally, in 1982, the Partnership and an unaffiliated individual sold their entire interest in a limited partnership to a partnership whose general partner is an affiliate of the general partner of the Partnership. The Partnership sold its interest for $823,000, of which $400,000 was received in cash and the remaining $423,000 is in the form of a note receivable, bearing interest at 19.5% per annum, due in 2002. The note is collateralized by the purchaser's partnership interest. Under the sales agreement, the individual will receive the next $800,000 in cash; thereafter, the additional payments will be split one-third to the Partnership and two-thirds to the individual.
Under the terms of all the sales agreements, the purchasers' obligations to make payments on the notes receivable are limited to the purchasers' share of the allowable surplus cash distributions (as defined by HUD) received from the projects. These distributions may not exceed the aggregate of $89,758 annually, plus prior allowable distributions. No surplus cash distributions were received by the Partnership from the projects in 1992, 1993 and 1994. Aggregate allowable distributions were $1,270,428 at December 31, 1994. The purchasers are also obligated to make the payments on the related underlying HUD mortgages payable (Note D).
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994, 1993 AND 1992
B. SALES OF INVESTMENTS IN LIMITED PARTNERSHIPS TO RELATED PARTIES (CONTINUED)
Amounts due from the related parties in connection with these sales are summarized as follows:
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994, 1993 AND 1992
C. INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS
The Partnership owns partnership interests in the following limited partnerships, each of which owns and operates a multi-family residential rental project:
Homestead Limited Dividend Housing Association Pine Villa Associates Tanglewood Terrace, Ltd. Woodhaven Apartments Associates Columbia - Jennifer, Ltd.
The projects are regulated by HUD as to the rent charges and operating methods. The mortgage loan obligations of the limited partnerships are insured by HUD and the interest payments are subsidized by HUD under Sections 221(d)(4) and 236 of the National Housing Act. As the limited partner, the Partnership is generally entitled to 99% of the profits and losses and varying lesser percentages of the proceeds from the sale or refinancing of the projects of each limited partnership in which it has invested.
The following is a summary of the changes in the investments in and advances to the limited partnerships in which the Partnership had an equity interest:
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994, 1993 AND 1992
C. INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS (CONTINUED)
Summarized balance sheets and statements of operations for the limited partnerships in which the Partnership has an equity interest are as follows:
BALANCE SHEETS
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994, 1993 AND 1992
C. INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS (CONTINUED)
STATEMENTS OF OPERATIONS
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994, 1993 AND 1992
D. MORTGAGES AND LOANS PAYABLE
As discussed in Note B, the Partnership was assigned interests in certain underlying HUD mortgages on the multi-family residential rental projects disposed of by limited partnerships in which the Partnership had an investment. Responsibility for servicing the HUD mortgages remains with the sellers. The Partnership's share of the mortgages is due in various monthly installments totaling $80,953, including interest at 7% per annum, through October, 2014. The mortgages are collateralized by the apartment projects and are held by the Federal National Mortgage Association and insured by HUD.
The following is a schedule of the Partnership's share of future maturities of the underlying HUD mortgages payable:
HUD took possession of the property owned by one of the limited partnerships effective November 1, 1994 and commenced foreclosure proceedings. As a result, the entire debt balance of $5,131,595 is included in the 1995 total in the table above. The foreclosure was completed in 1996.
The Partnership was also assigned interests in certain loans, aggregating $543,765 at December 31, 1994 and December 31, 1993. The loans are payable to the prior managing general partners of the limited partnerships in which the Partnership had an investment and were not assumed by the purchasers. The loans were originally made to finance construction costs that exceeded the original partners' capital contributions and the proceeds from the related HUD mortgages. Theses loans are non-interest bearing and are payable based upon certain liquidation provisions in the various limited partnership agreements.
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994, 1993 AND 1992
E. MANAGEMENT AND LIQUIDATION FEES PAYABLE
The Partnership entered into a management contract with NIDC Asset Management, Inc. (NIDAM), an affiliate of the general partner of the Partnership, for the performance of certain services. The contract expired December 31, 1993, and was terminable at any time by the Partnership with at least 60 days written notice. Under the management contract, NIDAM pays the general and administrative expenses of the Partnership, except for legal and accounting expenses and the cost of communicating with the limited partners. NIDAM earns an annual management fee based on the average annual tax deductions plus cash distributions per partnership interest, which can range from one-tenth to one-quarter of one percent of the Partnership's invested assets (defined as the Partnership's investment in and its share of the mortgage debt of the limited partnerships in which it has invested). The minimum management fee is $50,000 per year.
Additionally, the management contract provides that NIDAM is entitled to a liquidation fee from the sale of projects by the limited partnerships (to other than affiliates of the management company), once the requisite approval for a total or partial liquidation has been obtained. No liquidation fees were paid in 1992, 1993 and 1994.
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994, 1993 AND 1992
F. FEDERAL TAXABLE INCOME
The following is a reconciliation between the net income (loss) per the financial statements and the net earnings for federal income tax purposes:
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994, 1993 AND 1992
F. FEDERAL TAXABLE INCOME (CONTINUED)
G. RELATED PARTY TRANSACTIONS
During the year ended December 31, 1994, the Partnership paid fees to a company affiliated with the general partner for asset management and preservation services in the amount of $130,500.
H. DUE FROM AFFILIATES
The Partnership has loaned funds to certain affiliated entities. The balance receivable as of December 31, 1994 is comprised of the following:
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994, 1993 AND 1992
I. CONTINGENT LIABILITY
On May 8, 1997, the United States filed an action against Associated Financial Corporation ("AFC") and its affiliates (collectively, the "AFC Group") and others, in the United States District Court for the Northern District of California charging that the defendants were wrongfully participating in the fees earned by the management agent for several properties (not including any of the properties invested in by the Partnership) and had not disclosed this arrangement and, thus, were violating provisions of the applicable regulatory agreements and other agreements governing the subject properties. The Complaint did, however, allege that the defendants made certain false claims regarding the condition of one property in which the Partnership had an interest in a deferred cash payment receivable, an all-inclusive residual note receivable and accrued interest receivable and was obligated on an underlying mortgage payable. This property was lost through foreclosure in January, 1996 and, as a result, the Partnership lost its interest in these items. Defendants filed an answer on August 11, 1997, denying the material allegations of the Complaint, and asserting various separate and additional defenses.
The government filed an amended complaint on March 2, 1998, adding additional defendants none of whom are part of the AFC Group and added a claim that the defendants, including the new defendants, made false claims in connection with the obtaining of insurance for various HUD-insured properties. The defendants have filed answers to the First Amended Complaint, again denying the material allegations of the Complaint and asserting various separate and additional defenses.
While substantial document discovery has been completed, the defendants intend to move to compel significant delivery from the government of substantial additional documentation. Deposition discovery is in its early stages. Given the defendants' need to obtain significant additional discovery, counsel can offer no opinion as to the outcome of the litigation at this time.
AMERICAN HOUSING PARTNERS
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994, 1993 AND 1992
I. CONTINGENT LIABILITY (Continued)
The general partner believes that when all of the facts are presented to an impartial judge, the defendants will be exonerated. However, the complaint contains serious allegations against the defendants and every effort will be made to show that the government is wrong in bringing the lawsuit. At this time, the general partner does not believe that there will be any material adverse effect to the Partnership and the operation of its investments.
J. PARTNERSHIP STATUS
The term of the Partnership, under its original Partnership Agreement, expired on December 31, 1993 and has not been renewed. As a result, the Partnership has been operating since January 1, 1994 as a partnership in dissolution. Therefore, no new properties or other assets can be acquired and the general partner has been obligated to bring about the orderly liquidation of the Partnership and the distribution of its assets to its partners. The general partner has delayed liquidation of the Partnership because of difficulty in disposing of the assets, but it does not believe that the liquidation should be delayed further.
The general partner will, therefore, sell the assets for the best price available and distribute the proceeds to the partners. If some assets cannot be disposed of, the general partner will acquire them in order to permit the liquidation and termination of the Partnership by December 31, 1998.
[LETTERHEAD OF BAY SHERMAN CRAIG & GOLDSTEIN, LLP APPEARS HERE]
Report of Independent Certified Public Accountants on Schedules ---------------------------------------------------------------
The Partners American Housing Partners
In connection with our audits of the financial statements of American Housing Partners referred to in our report dated July 24, 1997, which is included in Part II of this Form 10-K, we did not audit the financial statements of certain limited partnerships in which the Partnership has an investment, the statements of which reflect total assets and revenues constituting 100% of the combined totals of the limited partnerships in the years presented. Such statements were audited by other auditors, whose reports thereon have been furnished to us. Insofar as the information presented on Schedules IV, XI, XII and XIII as of December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1994 relates to these limited partnerships, our opinion is based solely upon the reports of other auditors. In our opinion, based on our audits and the reports of other auditors, these schedules present fairly, in all material respects, the information required to be set forth therein.
/s/ Bay Sherman Craig & Goldstein, LLP
Los Angeles, California July 24, 1997
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SCHEDULE IV
AMERICAN HOUSING PARTNERS
AMOUNTS DUE FROM RELATED PARTIES
YEAR ENDED DECEMBER 31, 1994
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AMERICAN HOUSING PARTNERS
AMOUNTS DUE FROM RELATED PARTIES
YEAR ENDED DECEMBER 31, 1994
SCHEDULE IV
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SCHEDULE IV
AMERICAN HOUSING PARTNERS
AMOUNTS DUE FROM RELATED PARTIES - CONTINUED
YEAR ENDED DECEMBER 31, 1992
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SCHEDULE XI
AMERICAN HOUSING PARTNERS
REAL ESTATE AND ACCUMULATED DEPRECIATION OF LIMITED PARTNERSHIPS IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
DECEMBER 31, 1994
See notes to the schedule.
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AMERICAN HOUSING PARTNERS
NOTES TO THE SCHEDULE SCHEDULE XI
REAL ESTATE AND ACCUMULATED DEPRECIATION OF LIMITED PARTNERSHIPS IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
1. Each limited partnership owns and operates a multi-family, HUD-regulated, residential housing project. During the related construction stage, all costs of developing the projects were included in construction-in-progress. Upon substantial completion, the costs were reclassified to building and improvements.
2. The aggregate cost of land, buildings, equipment and furnishings for federal income tax purposes at December 31, 1994, 1993 and 1992 is $12,907,474, $10,442,034 and $10,336,557, respectively.
3. Investments in property and equipment:
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AMERICAN HOUSING PARTNERS
NOTES TO THE SCHEDULE - CONTINUED SCHEDULE XI
REAL ESTATE AND ACCUMULATED DEPRECIATION OF LIMITED PARTNERSHIPS IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
3. Investments in property and equipment (Continued):
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SCHEDULE XII
AMERICAN HOUSING PARTNERS
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1994
HUD insured first mortgages, interests in which were assigned to the Partnership upon sale of the real estate by the selling limited partnerships:
(1) Partnership's share
See notes to the schedule.
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SCHEDULE XII
AMERICAN HOUSING PARTNERS
MORTGAGE LOANS ON REAL ESTATE - CONTINUED
DECEMBER 31, 1994
HUD insured first mortgages on properties owned by limited partnerships in which the Partnership has an investment:
(1) 100% amounts; Partnership's share is generally 99%.
See notes to the schedule.
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AMERICAN HOUSING PARTNERS
NOTES TO THE SCHEDULE SCHEDULE XII
MORTGAGE LOANS ON REAL ESTATE - CONTINUED
DECEMBER 31, 1994
1. Each limited partnership in which the Partnership has an investment owns an apartment project financed with a HUD-insured mortgage. Six of these limited partnerships sold their properties for cash and all-inclusive residual notes receivable, while remaining directly liable under the HUD mortgage. These limited partnerships assigned the residual notes receivable and the underlying HUD mortgages to their partners, including the Partnership.
2. The total federal income tax basis is the same as the carrying amounts in the schedule.
3. Carrying amount of the mortgage loans:
(1) Partnership's share
(2) 100% amounts; Partnership's share is generally 99%.
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SCHEDULE XIII
AMERICAN HOUSING PARTNERS
INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS
YEAR ENDED DECEMBER 31, 1994
The following schedule summarizes the cumulative equity in net income and losses and cash distributions not recorded in the investments in and advances to limited partnerships account, as the carrying values of the investments are at zero:
(1) Distributions in excess of investment $ (559,041) Repayment of advance to Homestead previously written off 6,250 -----------
Cash Distributions $ 552,791 ===========
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