SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2000
Commission File Number 2-84474
APT HOUSING PARTNERS LIMITED PARTNERSHIP
A Massachusetts Limited Partnership
I.R.S. Employer Identification No. 04-2791736
500 West Cummings Park, Suite 6050, Woburn, Massachusetts 01801
Registrant's Telephone Number, Including Area Code (781) 935-4200
Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed with the commission by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [X].
There were 3,700 units of limited partnership interests held in the
Partnership at March 15, 2001.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
TOTAL NUMBER OF PAGES 50
INDEX TO EXHIBITS AT PAGE 15
PART I
ITEM 1. BUSINESS:
General
APT HOUSING PARTNERS LIMITED PARTNERSHIP (the "Partnership") is a limited
partnership which was formed under the laws of the Commonwealth of
Massachusetts on June 8, 1983. The General Partner of the Partnership is
APT Asset Management, Inc., a Massachusetts corporation. APT Asset
Management, Inc. is a wholly owned subsidiary of APT Financial Services,
Inc. (a Delaware Corporation) whose majority shareholder is John M. Curry.
The Partnership's business is to invest, as a limited partner, in Local
Limited Partnerships owning government-assisted housing developments and to
provide its partners current tax benefits, potential appreciation in real
estate investments, distribution of net capital transaction proceeds and
distributable cash to the extent available.
On September 30, 1983, the Partnership offered for sale 9,000 units of limited
partnership interests at $1,000 each pursuant to a prospectus dated September
30, 1983. The offering was subsequently amended on March 30, 1984 to provide
for 3,700 units of limited partnership interests at $1,000 each. The public
offering was managed by American Investment Team, Inc. ("AIT") ("the dealer
manager"), an affiliate of the General Partner of the Partnership. The
minimum investment allowed was $5,000.
The Partnership received $3,700,000 of subscriptions for limited partnership
interests during the period September 30, 1983 through April 30, 1984 from
329 Investors. No further issuance of partnership interests is anticipated.
The net proceeds ($3,071,000) of the public offering were primarily used to
purchase limited partnership interests in existing multi-family rental
housing developments known as Ashland Commons Associates, Rockledge Apartments
Associates and Historic Cohoes II. The Partnership's investments in each
Local Limited Partnership represents 95.5%, 97% and 97%, respectively. On
December 18, 1986 the Partnership withdrew its 97% investment interest in
Historic Cohoes II and received its original investment of $1,321,234 from
the Local Limited Partnership. A distribution of the same amount was made to
the Limited Partners on April 3, 1987.
Federal, state or local government agencies have provided significant
incentives in order to stimulate private investment in government-assisted
housing. The intent of these incentives was to reduce certain market risks
and provide investors (i) tax benefits, (ii) limited cash distributions and
(iii) long-term capital appreciation. Notwithstanding these factors, there
remain significant risks. These risks include, but are not limited to, the
financial strength of the local general partners. The long-term nature of
investments in government-assisted housing limits the ability of the
Partnership to vary its investment portfolio in response to changing economic,
financial and investment conditions; such investments are also subject to
changes in local economic circumstances and housing patterns which have an
impact on real estate values. These housing developments also require greater
management expertise and may have higher operating expenses than conventional
housing developments.
The Partnership became the principal limited partner in these Local Limited
Partnerships pursuant to Local Limited Partnership agreements entered into
with the local general partners. As a limited partner, the Partnership's
liability for obligations of the Local Limited Partnerships is limited to
its investment. The local general partners of the Local Limited
Partnerships retain responsibility for maintaining, operating and managing
the housing developments. Under certain circumstances, the Partnership has
the right to replace the local general partner of the Local Limited
Partnerships.
John M. Curry is a General Partner in one of the Local Limited Partnerships.
An affiliated company in which John M. Curry is the President, is the General
Partner in the other Local Limited Partnership.
Although each of the Local Limited Partnerships in which the Partnership has
invested owns a housing development which must compete for tenants in the
market place, the rental assistance and below market interest rates on
mortgage financing provided by government-assisted housing programs make it
possible to offer apartments to eligible tenants at a cost to the tenant
significantly below the market rate for comparable conventionally-financed
apartments in the area.
The Internal Revenue Service (IRS) scrutinizes, in general, "tax shelters"
that generate tax losses in any taxable year. The Local Limited Partnerships
will deduct certain fees such as General Partners' fees and other expenses on
the basis that such expenses constitute ordinary and necessary expenses of
carrying on the business. If the federal income tax information return filed
annually by the Partnership or by any Local Limited Partnership are audited,
no assurance can be given as to what extent the deductions claimed for these
fees will be allowed. Any disallowance by the IRS that is not successfully
rebutted will have the effect of increasing the taxable income or decreasing
the taxable loss of each Limited Partner for the year in question.
The Limited Partners do not have a right to participate in the management of
the Partnership or its operations. However, a majority in interest of the
Limited Partners have the authority to (1) approve or disapprove the sale of
all or substantially all of the assets of the Partnership in a single
transaction or a related series of transactions, (2) dissolve the Partnership,
(3) remove the General Partner, for cause, or (4) elect a substitute General
Partner. Limited Partners holding 10% or more of the limited partnership
interests have the right to call meetings of the Partnership and propose
amendments to the Partnership Agreement.
As a Limited Partner of each of the Local Limited Partnerships, the
Partnership does not have the right to participate in the management of such
Local Limited Partnerships or their operations. The Partnership retains
certain rights with respect to voting on or approving certain matters,
including the sale of the housing developments. By the existence or exercise
of such rights, it could be asserted that the Partnership was taking part in
the control of the Local Limited Partnerships' operations and should thereby
incur liability for all debts and obligations of the Local Limited
Partnerships. If this were found to be the case, the Partnership interest in
one Local Limited Partnership could be reached by creditors of another Local
Limited Partnership. The Partnership has received opinions of counsel for
the Local Limited Partnerships that the existence and exercise of such rights
will not subject it to liability as a Local General Partner of the Local
Limited Partnership.
Holders of the Partnership's limited partnership interests will need to bear
the economic risk of their investment for an indefinite period of time.
Transferability of the limited partnership interests is restricted so as not
to cause a termination of the Partnership for tax purposes. In California,
Maine, New Hampshire, Pennsylvania and South Carolina, transferability of the
limited partnership interests is restricted to transferees meeting the
investor suitability standards. In addition, a transfer of limited
partnership interests is subject to the consent of the General Partner,
which may be withheld in its sole discretion.
Losses recognized for tax purposes from the ownership and operations of the
housing developments decline over time. This occurs because the tax
advantages of accelerated depreciation are greatest in earlier years and
decline over the life of the housing developments, and because those portions
of the level mortgage payment attributable to deductible interest likewise
decrease with the passage of time. In addition, the benefits to be received
in the form of tax savings in future years may decline as a result of the
enactment of the Tax Reform Act of 1986, depending on the individual
circumstances of each Limited Partner. For these reasons, among others, it
is not anticipated that any public market will develop for the purchase and
sale of limited partnership interests. Consequently, holders of limited
partnership interests in the Partnership may not be able to liquidate their
investments in the event of an emergency and limited partnership interests
probably will not be readily acceptable as collateral for loans. Moreover,
should a limited partner dispose of his limited partnership interest, he will
realize taxable income to the extent that his allocable share of the mortgage
debt obligations plus the other consideration he receives upon such
disposition exceeds his tax basis, while at the same time he may not
receive sufficient cash to pay such taxes.
Competition
The real estate rental business in which the Local Limited Partnerships are
engaged is highly competitive and the properties owned by the Local Limited
Partnerships are expected to be subject to active competition from similar
properties in their respective vicinities. The Local Limited Partnerships
compete with many other entities providing residential rental housing through
government-assisted and conventionally-financed housing developments. Some
of these entities are owned by large real estate operators with significantly
greater resources than the Partnership as well as local organizations which
own and operate a relatively small number of properties. The Local Limited
Partnerships believe that they have a reputation for providing safe, clean,
quality residential housing which enables them to compete effectively for
tenants. While the Local Limited Partnerships believe that they will
continue to compete effectively for tenants, there can be no assurance that
they will do so or that they will not encounter further increased competition
in the future due to changes in the various government-assisted housing
programs and from rehabilitated or new housing developments in their
respective vicinities.
Employees
The Partnership does not have any direct employees. All services are
performed for the Partnership by its General Partner and its affiliates. The
General Partner receives compensation in connection with such activities as
set forth in Item 11. In addition, the Partnership reimburses the General
Partner and certain of its affiliates for expenses incurred in connection
with the performance by their employees of services for the Partnership in
accordance with the Partnership's Amended and Restated Agreement and
Certificate of Limited Partnership (the "Partnership Agreement").
ITEM 2. PROPERTIES:
The Partnership holds limited partnership interests in two (2) Local Limited
Partnerships as of December 31, 2000. Set forth is a schedule of the Local
Limited Partnerships including certain information concerning the Apartment
Complexes.
Name and Location % of Units Occupied
(Number of Units) Date Acquired at December 31,
2000 1999 1998 1997 1996
Ashland Commons Associates March 30, 1984 97% 100% 100% 99% 100%
Ashland, MA (96)
Rockledge Apartments Associates June 22, 1984 98% 97% 97% 98% 97%
Wakefield, MA (60)
The Local Limited Partnerships in which the Partnership has invested own
existing Apartment Complexes which receive either Federal or State subsidies.
The U.S. Department of Housing and Urban Development (HUD), through the
Federal Housing Administration (FHA), administers a variety of subsidy
programs for low- and moderate-income housing developments. The Federal
programs generally provide one of a combination of the following forms of
assistance: (i) mortgage loan insurance (ii) rental subsidies,
(iii) reduction of mortgage interest payments.
i) HUD provides mortgage insurance for rental housing projects pursuant
to a number of sections of Title II of the National Housing Act ("NHA")
including, among others, Section 236 and Section 221(d)(4). Under these
programs, HUD will generally provide insurance equal to 90% of the total
replacement cost to limited-distribution owners. Mortgages are provided by
institutions approved by HUD, including banks, savings and loan companies
and local housing authorities. Section 221(d)(4) of the NHA provides for
federal insurance of private construction and permanent mortgage loans to
finance new construction of rental apartment complexes containing five or
more units.
ii) Many of the tenants in HUD insured projects receive some form of rental
assistance payments, primarily through the Section 8 Housing Assistance
Payments Program ("Section 8 Program"). Apartment Complexes receiving
assistance through the Section 8 Program will generally have limitations on
the amount of rent which may be charged. One requirement imposed by HUD
regulations effective for apartment complexes initially approved for Section 8
payments on or after November 5, 1979 is to limit the amount of the owner's
annual cash distributions from operations to 10% of the owner's equity
investment in an apartment complex if the apartment complex is intended for
occupancy by families and to 6% of the owner's equity investment in an
apartment complex intended for occupancy by elderly persons. The owner's
equity investment in the apartment complex is 10% of the project's
replacement cost as determined by HUD.
iii) The Section 236 Program, as well as providing mortgage insurance, also
provides a subsidy which reduces the debt service on a project mortgage,
thereby enabling the owner to charge the tenants lower rents for their
apartments. Interest credit subsidy payments are made monthly by HUD
directly to the mortgagee of the project. Each payment is in an amount equal
to the difference between (i) the monthly payment required by the terms of
the mortgage to pay principal and interest and (ii) the monthly payment which
would have been required for principal and interest if the mortgage loan
provided for interest at the rate of 1%. These payments are credited against
the amounts otherwise due from the owner of the project, who makes monthly
payments of the balance.
Pursuant to HUD?s efforts to provide for the nation?s housing needs, the
Multifamily Assisted Housing Reform and Affordability Act (MAHRAA) of 1997,
as amended, was enacted. In this Act, Congress set forth the legislation for
a permanent ?mark-to-market? program and provided for permanent authority for
the renewal of Section 8 Contracts. Owners with Section 8 contracts expiring
after September 30 ,1998 are subject to the provisions of MAHRAA. On
September 11, 1998, HUD issued an interim rule to provide clarification of the
implementation of the mark-to-market program. Since then, revised guidance
has been provided through various HUD housing notices, most recently HUD
housing notice 99-36, which addresses project-based Section 8 contracts
expiring in fiscal year 2000.
Under this notice, project owners have several options for Section 8 contract
renewals, depending on the type of project and rent level. Options include
marking rents up to market, renewing other contracts with rents at or below
market, referring projects to the Office of Multifamily Housing Assistance
Restructuring (OMHAR) for mark-to market or ?OMHAR lite? renewals, renewing
contracts that are exempted from referral to OMHAR, renewing contracts for
portfolio re-engineering demonstration and preservation projects, and opting
out of the Section 8 program. Owners must submit their option to HUD at least
120 days before expiration of their contract. Each option contains specific
rules and procedures that must be followed to comply with the requirements of
housing notice 99-36.
As such, each Local Limited Partnership may choose to either opt out of the
Section 8 program, request mortgage restructuring and renewal of the Section 8
contract, or request renewal of the Section 8 contract without mortgage
restructuring. Each option contains a specific set of rules and procedures
that must be followed in order to comply with the requirements of MAHRAA.
The Partnership cannot reasonably predict legislative initiatives and
governmental budget negotiations, the outcome of which could result in a
reduction in funds available for the various federal and state administered
housing programs including the Section 8 program. Such changes could
adversely affect the future net operating income and debt structure of
certain Local Limited Partnerships currently receiving such subsidy or
similar subsidies.
All tenant leases are generally for periods not greater than one to two years
and no tenant occupies more than 10% of the rentable square footage.
Management continuously reviews the physical state of the properties and
budgets improvements when required which are generally funded from cash flow
from operations or release of replacement reserve escrows. No improvements
are expected to require additional financing.
See Item 1, Business, above for the general competitive conditions to which
the properties described herein are subject.
Real estate taxes are calculated using rates and assessed valuations
determined by the town or city in which the property is located.
ITEM 3. LEGAL PROCEEDINGS:
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP
INTERESTS AND RELATED SECURITY HOLDER MATTERS:
Limited partnership interests are not traded in a public market but were sold
through a public offering managed by American Investment Team, Inc. It is
not anticipated that any public market will develop for the purchase and sale
of any limited partnership interest. Limited partnership interests may be
transferred only if certain requirements are satisfied. As of March 15, 2001,
there were 328 registered holders of an aggregate of 3,700 units of limited
partnership interests in the Partnership.
The Partnership has invested in Local Limited Partnerships owning housing
developments which receive governmental assistance under programs which
restrict the cash return available to housing development owners. The
Partnership does not anticipate providing significant cash distributions to
its limited partners in circumstances other than a refinancing or sale.
On February 24, 1995, the Partnership distributed $200,000 to the partners,
of which $196,000 or $52.97 per unit of limited partnership interest, was
distributed to the Limited Partners. The Partnership does not anticipate
that it will make any further cash distributions.
ITEM 6. SELECTED FINANCIAL DATA:
The information set forth below presents selected financial data of the
Partnership. Additional financial information is set forth in the audited
financial statements in Part IV, Item 14, beginning on
page 15.
Year Ended December 31,
OPERATIONS 2000 1999 1998 1997 1996
Revenue $ 11,202 $ 7,297 $ 4,868 $ 2,610 $1,389
Expenses 54,033 46,212 45,472 46,464 45,891
Loss before share of losses of and
distributions from the Local
Limited Partnerships( 42,831)( 38,915)( 40,604)( 43,854)( 44,502)
Distribution from Local Limited
Partnership 87,903 87,903 87,903 87,903 87,903
Share of losses of Local Limited
Partnerships - - - - -
Net income $ 45,072 $ 48,988 $ 47,299 $ 44,049 $ 43,401
Net income per weighted
average limited
partnership unit $ 11.94 $ 12.98 $ 12.53 $ 11.67 $ 11.50
FINANCIAL POSITION
December 31,
2000 1999 1998 1997 1996
Total assets $ 252,224 $ 203,385 $ 155,218 $ 108,175 $64,360
Investment in
Local Limited
Partnerships $ -0- $ -0- $ -0- $ -0- $-0-
Total liabilities $ 20,047 $ 16,280 $ 17,101 $ 17,357 $ 17,591
Total partners'
capital $ 232,177 $ 187,105 $ 138,117 $ 90,818 $ 46,769
Cash distributions per
limited partnership
unit $ -0- $ -0- $ -0- $ -0- $ -0-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:
Liquidity and Capital Resources
The Partnership's primary source of funds were the proceeds of its public
offering. Other sources of liquidity include interest earned on funds and
cash distributions from operations of the Local Limited Partnerships in which
the Partnership has invested. These sources of liquidity are available to
meet obligations of the Partnership.
The Partnership received $3,700,000 in gross proceeds from the sale of
partnership interests pursuant to the public offering, resulting in net
proceeds available for investment, after volume discounts, establishment of
working capital reserves, payment of sales commissions, acquisition fees and
offering expenses, of $3,071,000.
As of December 31, 2000, the Partnership has invested all of the net proceeds
available for investment.
The Partnership's commitment to investments requiring initial capital
contributions has been paid. The Partnership has no other significant
capital commitments.
Pursuant to HUD?s efforts to provide for the nation?s housing needs, the
Multifamily Assisted Housing Reform and Affordability Act (MAHRAA) of 1997,
as amended, was enacted. In this Act, Congress set forth the legislation for
a permanent ?mark-to-market? program and provided for permanent authority for
the renewal of Section 8 Contracts. Owners with Section 8 contracts expiring
after September 30 ,1998 are subject to the provisions of MAHRAA. On
September 11, 1998, HUD issued an interim rule to provide clarification of the
implementation of the mark-to-market program. Since then, revised guidance
has been provided through various HUD housing notices, most recently HUD
housing notice 99-36, which addresses project-based Section 8 contracts
expiring in fiscal year 2000.
Under this notice, project owners have several options for Section 8 contract
renewals, depending on the type of project and rent level. Options include
marking rents up to market, renewing other contracts with rents at or below
market, referring projects to the Office of Multifamily Housing Assistance
Restructuring (OMHAR) for mark-to market or ?OMHAR lite? renewals, renewing
contracts that are exempted from referral to OMHAR, renewing contracts for
portfolio re-engineering demonstration and preservation projects, and opting
out of the Section 8 program. Owners must submit their option to HUD at least
120 days before expiration of their contract. Each option contains specific
rules and procedures that must be followed to comply with the requirements of
housing notice 99-36.
As such, each Local Limited Partnership may choose to either opt out of the
Section 8 program, request mortgage restructuring and renewal of the Section 8
contract, or request renewal of the Section 8 contract without mortgage
restructuring. Each option contains a specific set of rules and procedures
that must be followed in order to comply with the requirements of MAHRAA.
The Partnership cannot reasonably predict legislative initiatives and
governmental budget negotiations, the outcome of which could result in a
reduction in funds available for the various federal and state administered
housing programs including the Section 8 program. Such changes could
adversely affect the future net operating income and debt structure of
certain Local Limited Partnerships currently receiving such subsidy or
similar subsidies.
Cash distributions received from a Local Limited Partnership amounted to
$87,903, $87,903, and $87,903 during the years ended December 31, 2000, 1999
and 1998, respectively. These distributions were used to meet the
Partnership's obligations. The Partnership has invested in Local Limited
Partnerships owning housing developments which receive governmental
assistance under programs which restrict the cash return available to the
housing development owners. The Partnership believes that it will continue
to receive cash distributions from a Local Limited Partnership in an amount
sufficient to meet its operating expenses. However, there can be no
assurance that cash distributions received will be adequate to allow the
Partnership to make any further cash distributions to its partners.
Management is not aware of any trends or events, commitments or uncertainties
that will impact liquidity in a material way. Management believes the only
impact would be for laws that have not yet been adopted.
Results of Operations
The Partnership was formed to provide various benefits to its limited
partners as discussed in Part I, Item 1 of this Report. It is anticipated
that the Local Limited Partnerships in which the Partnership has invested will
primarily produce tax losses of approximately $17,000 per $5,000 investment
in approximately 14 to 17 full years of Partnership operations, with
approximately $11,000 of such tax losses occurring during the first 5 full
years of Partnership operations (assuming the applicability of current laws,
regulations and court decisions). The benefits received in the form of tax
savings may be reduced due to the enactment of the Tax Reform Act of 1986,
depending on the individual circumstances of each Limited Partner. There can
be no assurance that the Partnership will be able to attain its investment
objectives. The Partnership will not seek to sell its interest in any housing
development or Local Limited Partnership until proceeds of such sale would
supply sufficient cash to enable its Limited Partners to pay applicable taxes.
Proceeds of such sales will not be reinvested. It is not expected that any of
the Local Limited Partnerships in which the Partnership has invested will
generate cash flow sufficient to provide for distributions to Limited
Partners in any material amount.
Except for the operating balance of cash, the Partnership's assets consist
primarily of limited partnership interests in Local Limited Partnerships
owning government-assisted housing developments. The Partnership accounts
for its investments in the Local Limited Partnerships using the equity method
of accounting. Under the equity method of accounting, the investment cost is
subsequently adjusted for the Partnership's share of each Local Limited
Partnership's results of operations and cash distributions. The
Partnership's share in the loss of each Local Limited Partnership is not
recognized to the extent that the investment balance would become negative.
For the years ended December 31, 2000, 1999 and 1998, the aggregate share of
losses of the Local Limited Partnerships attributable to the Partnership and
not included in the statements of income for those years amounted to $158,415,
$239,501 and $120,275, respectively. At December 31, 2000 and 1999, the
Partnership's cumulative share of losses of the Local Limited Partnerships
exceeded its investments by $1,003,015 and $844,600, respectively, and,
accordingly, have not been reflected in the Partnership's financial statements
in accordance with the equity method of accounting because the investment
balances have been reduced to zero.
The Partnership's net income in 2000, 1999 and 1998 was due primarily to cash
distributions received of $87,903, $87,903 and $87,903, respectively, from
one Local Limited Partnership which offset the Partnership's net operating
expenses in these years resulting in net income of $45,072, $48,988, and
$47,299, respectively.
The Partnership incurs an annual program management fee payable to American
Securities Team, Inc. (?AST?) commencing in January, 1998 and to American
Investment Team, Inc. ("AIT"), for the years prior thereto, both affiliates
of the General Partner, for managing the affairs of the Partnership and for
providing investor services to the limited partners. The fee to the
affiliate is equal to .5% of invested assets plus the Local Limited
Partnerships' annualized outstanding nonrecourse debt. The fee amounted to
$36,597, $35,830 and $36,651, for 2000, 1999 and 1998, respectively.
Administrative expenses consist of professional fees.
Other
The Partnership's investment as a Limited Partner in the Local Limited
Partnerships is subject to the risks incident to the potential losses
arising from management and ownership of improved real estate. The
Partnership's investments also could be adversely affected by poor economic
conditions, generally, which could increase vacancy levels, increase rental
payment defaults, or increase operating expenses. Any or all of these
circumstances could threaten the financial viability of one or both of the
Local Limited Partnerships.
There are also substantial risks associated with the operations of Apartment
Complexes receiving government assistance. These include: governmental
regulations concerning tenant eligibility which may make it more difficult to
rent apartments in the complexes; difficulties in obtaining government
approval for rent increases; limitations on the percentage of income which
low and moderate income tenants may pay as rent; the possibility that
Congress may not appropriate funds to enable the U.S. Department of Housing
and Urban Development to make the rental assistance payments it has
contracted to make; and that, when the rental assistance contracts expire,
there may not be market demand for apartments at full market rents in a Local
Limited Partnership's Apartment Complex.
The Local Limited Partnerships are impacted by inflation in several ways.
Inflation allows for increases in rental rates generally to reflect the
impact of higher operating and replacement costs. Inflation also affects
the Local Limited Partnerships adversely by increasing operating costs, such
as fuel, utilities and labor.
ITEM 7(A) MARKET RISK:
The Partnership maintains cash and cash equivalents in a financial
institution which is insured by the Federal Deposit Insurance Corporation
(FDIC) up to $100,000. The Partnership does not believe these financial
instruments are subject to significant market risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
The financial statements and supplementary data required by this item are set
forth under Item 14 of Part IV beginning on page 15 and are incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE:
Not applicable
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
The Partnership has no directors or executive officers. The Partnership's
affairs are managed and controlled by the General Partner. Certain
information concerning the director and executive officers of the General
Partner is set forth below:
JOHN M. CURRY, BS, MBA, CPM, GSP, RR, 58, is the founder, Chairman, Director,
and Shareholder of APT Financial Services, Inc., and its subsidiaries. Mr.
Curry has been responsible for the construction of over 4,000 units of multi-
family housing at a cost of over $120,000,000 and 240,000 square feet of
commercial space. Mr. Curry is a graduate of the University of San Francisco
(BS, 1968) and the Harvard Graduate School of Business Administration
(MBA, 1970). He is a licensed Real Estate Broker in Massachusetts and New
York and a licensed Builder in Massachusetts. His professional memberships
include the Institute of Real Estate Management with the classification of
Certified Property Manager, the Greater Boston Real Estate Board, Builders
Association of Greater Boston, and is listed in Who's Who in America.
JEFF E. EWING, BS, CPA, 35, is the President, Chief Financial Officer,
Director and Shareholder of APT Financial Services, Inc. Mr. Ewing joined
the company in December 1992, becoming its controller, and in December 1994,
he became the Company's President and Chief Financial Officer. He is
responsible for new business development, corporate operations and the
development, implementation and review of all financial reporting systems as
well as compliance with applicable tax and regulatory requirements. Prior to
joining APT, Mr. Ewing was employed by Congress Realty Group of Companies as
assistant controller and the accounting firm of Robert Ercolini and Company
as a senior auditor. Mr. Ewing is a Certified Public Accountant in the
Commonwealth of Massachusetts and a NASD registered Financial and Operations
Principal. Mr. Ewing received his B.S. in Accountancy from Bentley College
and is a member of the American Institute of Certified Public Accountants and
the Massachusetts Society of Certified Public Accountants.
J. STEWART HARVEY, JR., BSBA, MBA, 68, is a Director and Shareholder of APT
Financial Services, Inc., and its subsidiaries. Mr. Harvey is Managing
Director of Aberdeen American Inc., an investment firm. He has held the
position since 1985. Prior to this, Mr. Harvey was Vice President and
Director of Gardner and Preston Moss, Inc. He was Vice President and
Director of Research for Fidelity Management and Research Company, the
largest mutual funds firm in the country. Mr. Harvey is a graduate of Boston
University (BSBA, 1960) and Northeastern University (MBA-Finance, 1966).
AFFILIATES:
APT FINANCIAL SERVICES INC., ("APT" OR "Company") is a Delaware corporation
organized on April 19, 1983. The Company's principal office is located at
500 West Cummings Park, Woburn, MA. APT Financial Services, Inc. and its
wholly-owned subsidiaries, American Properties Team, Inc., APT Asset
Management, Inc., American Securities Team, Inc. and American Investment Team,
Inc. form a real estate service company providing property management, asset
management, syndication, development and investor services to third-party
owners, affiliates and partners.
AMERICAN PROPERTIES TEAM, INC. ("APT") is a Massachusetts corporation
organized on March 4, 1977. APT provides property management services to
third party entities, primarily condominium associations. Currently, the
Company manages approximately 4,000 condominium units in Massachusetts.
APT ASSET MANAGEMENT, INC. is a Massachusetts corporation organized on August
17, 1982. The company has developed over $100 million in residential and
commercial properties. In addition, APT Asset Management, Inc. serves as the
General Partner for ten real estate limited partnerships one of which is
publicly registered. The company conducts strategic planning for the limited
partnerships including development, recapitalization, refinancing and sales.
AMERICAN INVESTMENT TEAM, INC. ("AIT") is a Massachusetts corporation
organized on August 13, 1982. AIT is an approved U.S. Department of Housing
and Urban Development (?HUD?) Title II nonsupervised mortgagee,
Government National Mortgage Association (GNMA) approved lender, and was,
until January 1, 1997, a NASD registered broker-dealer for both public and
private placements. Until January 1, 1997, the company also served as
investor services agent for over 570 clients who have invested $30 million
of equity in the Company's developments.
AMERICAN SECURITIES TEAM, INC. ("AST") is a Massachusetts corporation
organized on December 19, 1996. AST commenced operations on January 1, 1997,
at which date it acquired AIT?s NASD registered broker-dealer and investor
services operations. The company serves as investor services agent for over
570 clients who have invested $30 million of equity in the Company's
developments.
APT MANAGEMENT, INC. (formerly known as Curry Management, Inc.) is a
Massachusetts corporation organized on June 19, 1987. The company provides
property management services to both multi-family and commercial properties.
Currently, the company manages over 1,300 units of multi-family housing and
75,000 square feet of commercial space in Massachusetts, New York and
Indiana. Of the 1,300 units under management, 1,200 are subsidized units
through Federal and State programs including Section 8, Section 13A, and
Section 236.
ITEM 11. EXECUTIVE COMPENSATION:
The Partnership has no officers or directors. The Partnership does not pay
or accrue any fees, salaries or other forms of compensation to directors or
officers of the General Partner for their services. Under the terms of the
Partnership Agreement, the General Partner and affiliates are entitled to
receive compensation from the Partnership in consideration of certain
services rendered to the Partnership by such parties. In addition, an
affiliate of the General Partner, American Securities Team, Inc., receives
from the Partnership an annual program management fee equal to .5% of
invested assets plus the Local Limited Partnerships' annualized outstanding
nonrecourse mortgage debt. The Local Limited Partnerships pay fees ranging
from 4.5% to 6% of gross revenue collected to APT Management, Inc., an
affiliate of the General Partner, for management of properties owned by the
Local Limited Partnerships.
Further, the Local Limited Partnerships have incurred $1,373,195 of fees from
inception with their local general partners or affiliates for development,
construction, administration and various operating and construction deficit
guarantees.
Included in these fees of the Local Limited Partnerships are fees totaling
$618,929 paid or to be paid to John M. Curry or affiliated companies.
Tabular information concerning salaries, bonuses and other types of
compensation payable to executive officers has not been included in the
annual report. As noted above, the Partnership has no executive officers.
The levels of compensation payable to the General Partner and/or its
affiliates is limited by the terms of the Partnership Agreement and may not
be increased therefrom on a discretionary basis.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
(a) Security Ownership of Certain Beneficial Owners
The General Partner owns all of the outstanding general partnership interests
of APT Housing Partners Limited Partnership. One person is known to own
beneficially in excess of 5% of the outstanding limited partnership
interests.
As of March 15, 2001, the ownership interests by the General Partner and its
affiliates and holders of 5% or greater of outstanding limited partnership
interests is as listed:
Title Name and Address of Amount and Nature of Percentage of
of Class Beneficial Ownership Beneficial Ownership Class
General
Partnership
Interest APT Asset Management, Inc. $2,000 Capital 2.000%
500 West Cummings Park contribution
Suite 6050 directly
Woburn, MA 01801 owned
Limited
Partnership
Interest John M. Curry $5,000 Capital .1351%
211 Commodore Dr. contribution
Jupiter, FL 33477 (5 units)directly
owned
Chistopher Burden $275,000 Capital 7.4324%
731 Hospital Trust Bldg. contribution
Providence, RI 02903 (275 units)directly
owned
APT Asset Management, Inc. $7,000 Capital 1.7568%
500 West Cummings Park contribution
Suite 6050 (65 units)directly
Woburn, MA 01801 owned
(b) Changes in Control
None
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
The Partnership has and will continue to have certain relationships with
affiliates of the General Partner, as discussed in Item 11 and also Note 5 to
the financial statements in Item 14, which is incorporated herein by
reference. However, there have been no direct financial transactions between
the Partnership and the directors and officers of the General Partner.
PART IV
ITEM 14. FINANCIAL STATEMENTS, SCHEDULES, EXHIBITS AND REPORTS ON FORM 8K:
Page
(a) 1. Financial Statements
Independent Auditor's Report of Robert Ercolini & Company LLP 16 - 17
Balance Sheets as of December 31, 2000 and 1999 18
Statements of Income for the years ended
December 31, 2000, 1999 and 1998 19
Statements of Partners' Capital (Deficiency) for the years ended
December 31, 2000, 1999 and 1998 20
Statements of Cash Flows for the years ended
December 31, 2000, 1999 and 1998 21
Notes to Financial Statements 22 - 25
(a) 2. Financial Statement Schedules
Schedules Applicable to Local Limited Partnerships
Schedule III - Real Estate and Accumulated Depreciation as of
December 31, 2000 26
Schedule IV - Mortgage Loans on Real Estate as of December 31,
2000 27
All other financial statement schedules have been omitted because
the required information is shown in the financial statements or
notes thereto or they are not applicable.
Individual financial statements of the Local Limited Partnerships
for the years ended December 31, 2000, 1999 and 1998
- -Ashland Commons Associates 28 - 37
- -Rockledge Apartments Associates 38 - 47
(a) 3. Exhibits
The exhibits listed on the accompanying Index to Exhibits on page
48 are filed as part of this report or incorporated herein by
reference.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Partnership during the
fiscal quarter ended December 31, 2000.
INDEPENDENT AUDITOR'S REPORT
To the Partners of
APT Housing Partners Limited Partnership
Woburn, Massachusetts
We have audited the accompanying balance sheets of APT Housing Partners
Limited Partnership (a Massachusetts Limited Partnership) as of December 31,
2000 and 1999, and the related statements of income, partners' capital
(deficiency), and cash flows for each of the three years in the period ended
December 31, 2000. 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 Ashland Commons Associates and Rockledge Apartments
Associates ("Local Limited Partnerships"), the investments in which, as
discussed in Note 3 to the financial statements, are accounted for by the
equity method of accounting. The Partnership's cumulative share of losses
of and distributions from the Local Limited Partnerships have exceeded its
investments therein. Accordingly, the Partnership has reduced the
investments to zero and has suspended application of the equity method. The
financial statements of the Local Limited Partnerships were audited by other
auditors whose reports have been furnished to us, and our opinion, insofar as
it relates to the amounts included for the Local Limited Partnerships, is
based solely on the reports of the other auditors.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit 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 other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material
respects, the financial position of APT Housing Partners Limited Partnership
as of December 31, 2000 and 1999, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2000
in conformity with accounting principles generally accepted in the United
States of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the accompanying index on page 15 are presented for purposes of complying
with the Securities and Exchange Commission's rules and are not a required
part of the basic financial statements. These schedules have been subjected
to the auditing procedures applied in the audits of the basic financial
statements. In our opinion, which insofar as it relates to amounts included
for the Local Limited Partnerships is based on the reports of other auditors,
these schedules fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.
Robert Ercolini & Company LLP
Boston, Massachusetts
February 18, 2001
APT HOUSING PARTNERS LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS
December 31,
2000 1999
Investment in Local Limited Partnerships $ - $ -
Cash and cash equivalents 252,224 203,385
Total assets $ 252,224 $ 203,385
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
Liabilities:
Accrued expenses -
Affiliate $ 8,547 $ 7,780
Professional fees 11,500 8,500
Total liabilities 20,047 16,280
Commitments and contingencies
Partners' capital (deficiency):
General partner ( 34,681) ( 35,583)
Limited partner, 3,700 partnership units
authorized, issued and outstanding 266,858 222,688
Total partners' capital (deficiency) 232,177 187,105
Total liabilities and partners'
capital (deficiency) $ 252,224 $ 203,385
See notes to financial statements
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF INCOME
For the years ended December 31,
2000 1999 1998
Interest income $ 11,202 $ 7,297 $ 4,868
Operating expenses:
Management fees - affiliate 36,597 35,830 36,651
Administrative 17,436 10,382 8,821
Total operating expenses 54,033 46,212 45,472
Loss before share of losses of
and distributions from
Local Limited Partnerships ( 42,831)( 38,915) ( 40,604)
Distribution from Local Limited
Partnership 87,903 87,903 87,903
Share of losses of Local
Limited Partnerships - - -
Net income $ 45,072 $ 48,988 $ 47,299
Limited partners' interest
in net income $ 44,170 $ 48,008 $ 46,353
Weighted average number of outstanding
limited partnership units 3,700 3,700 3,700
Net income per limited
partnership unit $ 11.94 $ 12.98 $ 12.53
See notes to financial statements.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 and 1998
General Limited
Partner Partners Total
Balance, December 31, 1997 ($ 37,509) $ 128,327 $ 90,818
Net income 946 46,353 47,299
Balance, December 31, 1998 ( 36,563) 174,680 138,117
Net income 980 48,008 48,988
Balance, December 31, 1999 ( 35,583) 222,688 187,105
Net income 902 44,170 45,072
Balance, December 31, 2000 ($ 34,681) $ 266,858 $ 232,177
See notes to financial statements
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the years ended December 31,
2000 1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 45,072 $ 48,988 $ 47,299
Adjustments to reconcile net
income to net cash provided
by operating activities:
Change in operating assets
and liabilities:
Increase (decrease) in
accrued expenses 3,767 ( 821) ( 256)
Net cash provided by operating
activities 48,839 48,167 47,043
Net increase in cash and cash equivalents 48,839 48,167 47,043
Cash and cash equivalents, beginning
of year 203,385 155,218 108,175
Cash and cash equivalents, end of year $ 252,224 $ 203,385 $ 155,218
See notes to financial statements
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
1. Organization and summary of significant accounting policies:
Organization:
APT Housing Partners Limited Partnership ("the Partnership"), organized as a
Massachusetts Limited Partnership on June 8, 1983, was formed to invest in
other Local Limited Partnerships ("the Local Limited Partnerships") which own
and operate existing residential rental housing developments that are
financed or operated with assistance from Federal, state and/or local
governmental agencies. The Partnership has limited partnership interests in
two Local Limited Partnerships, with a total of 156 residential apartment
units, located within the Commonwealth of Massachusetts.
The general partner of the Partnership is APT Asset Management, Inc. APT
Asset Management, Inc. also owns 65 limited partnership units which it
acquired at an aggregate cost of $7,000 during 1997. The Partnership
Agreement, as amended, authorized the issuance of 3,700 limited partnership
units, all of which were issued and are outstanding.
Use of estimates:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.
Investment in Local Limited Partnerships:
The Partnership accounts for its investments in the Local Limited
Partnerships by the equity method. Accordingly, the investments are carried
at cost, adjusted for the Partnership's proportionate share of earnings or
losses. The Partnership's share of losses on an investment is recognized
only to the extent of the investment. Distributions received are reflected
as reductions of the investments. Once an investment balance has been
reduced to zero, subsequent distributions received by the Partnership are
recognized as income.
Income taxes:
Federal and state income taxes are not included in the accompanying financial
statements because these taxes, if any, are the responsibility of the
individual Partners.
Investment securities:
Investment securities are classified as available for sale and as a result
are stated at fair value. Management determines the appropriate
classification of securities at the time of purchase and reevaluates such
determination on each balance sheet date. Amortization of premiums and
accretion of discounts are reflected in interest income. Realized gains and
losses on the sale of securities are included in operations. The cost of
securities sold is determined using the specific identification method.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - CONTINUED
1. Organization and summary of significant accounting policies - continued:
Statement of cash flows:
For purposes of the statement of cash flows, the Partnership considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents. Cash equivalents consist of money market funds
and at December 31, 2000, a short-term U.S. Treasury Bill with a carrying
value of $198,162. Cash equivalents are carried at fair value which
approximates their cost.
Net income per limited partnership unit:
Net income per limited partnership unit is computed by dividing net income
available to limited partnership units by the weighted average number of
outstanding limited partnership units during the year.
2. Allocation of benefits:
In accordance with the Partnership Agreement, income, losses, credits and
distributions are allocated 2% to the General Partner and 98% to the Limited
Partners.
3. Investment in Local Limited Partnerships:
The Partnership has investments in two Local Limited Partnerships, Ashland
Commons Associates ("Ashland") and Rockledge Apartments Associates
("Rockledge"). The Partnership's investments consist of $1,143,695 for a
95.5% limited partnership interest in Ashland which owns an apartment complex
of 96 units located in Ashland, Massachusetts and $543,900 for a 97% limited
partnership interest in Rockledge which owns an apartment complex of 60 units
located in Wakefield, Massachusetts.
The Local Limited Partnerships receive governmental assistance under programs
which restrict the payment of annual cash distributions to the owners to
specified maximum distributable amounts and to available surplus cash, as
defined in the applicable Regulatory Agreement between the governmental
agency and the Local Limited Partnership. Undistributed amounts are
cumulative and may be distributed in subsequent years if there is available
surplus cash. Based upon the Partnership's ownership interest in each of the
Local Limited Partnerships, the maximum annual distributable amounts that can
be made to the Partnership from Ashland and Rockledge are $87,903 and $9,552,
respectively.
For the years ended December 31, 2000, 1999 and 1998, the aggregate share of
losses of the Local Limited Partnerships attributable to the Partnership
amounted to $158,415, $239,501 and $120,275, respectively. The
Partnership's cumulative share of losses of the Local Limited Partnerships
exceeded its investments by $1,003,015 at December 31, 2000 and $844,600 at
December 31, 1999. Accordingly, the investments have been reduced to zero
and have not been reflected in the accompanying financial statements, and the
Partnership has discontinued the application of the equity method. The
Partnership will resume applying the equity method only after its allocable
share of the net income of the Local Limited Partnerships equals the share of
net losses not previously recognized during the period the equity method was
suspended.
The Partnership's tax bases of the investments in the Local Limited
Partnerships aggregate ($3,895,151) and ($3,893,472) at December 31, 2000 and
1999, respectively.
During 2000, 1999 and 1998, the Partnership received distributions of $87,903,
$87,903, and $87,903, respectively, from Ashland which were received
subsequent to the reduction of the Partnership's investment balance to zero.
Accordingly, these distributions have been included as income in the
accompanying statements of income.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - CONTINUED
3. Investment in Local Limited Partnerships - continued:
Summarized audited balance sheet information on a combined basis for the Local
Limited Partnerships as of December 31, 2000 and 1999 was as follows:
December 31,
2000 1999
Rental property $ 7,597,934 $ 7,597,934
Accumulated depreciation ( 4,838,312) ( 4,572,123)
Cash and cash equivalents 297,070 348,807
Restricted assets and deposits 618,298 626,810
Other assets 103,888 107,788
Total assets 3,778,878 4,109,216
Mortgage loans payable 5,766,301 5,830,851
Other liabilities 176,014 173,623
Total liabilities 5,942,315 6,004,474
Partners' capital (deficiency) ($ 2,163,437) ($ 1,895,258)
Composition of partners' capital (deficiency):
General partners ($ 154,227) ($ 129,366)
Limited Partners ( 2,009,210) ( 1,765,892)
Partners' capital (deficiency)($ 2,163,437) ($ 1,895,258)
Summarized audited income statement information on a combined basis for the
Local Limited Partnerships for the years ended December 31, 2000, 1999 and
1998 was as follows:
For the years ended December 31,
2000 1999 1998
Revenues $ 1,684,354 $ 1,647,968 $ 1,662,118
Net income(loss) ($ 175,852) ($ 250,431) ($ 125,537)
4. Cash and cash equivalents:
The Partnership maintains cash and cash equivalent balances in a financial
institution located in the Commonwealth of Massachusetts. Accounts in the
institution are insured by the Federal Deposit Insurance Corporation (FDIC)
up to $100,000. At December 31, 2000, cash equivalents included a three
month U.S. Treasury Bill which is backed by the full faith and credit of the
U.S. Government and the remainder of the Partnership?s cash and cash
equivalent balances were fully insured. At December 31, 1999, the
Partnership?s uninsured cash and cash equivalent balances totaled $97,970.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - CONTINUED
4. Cash and cash equivalents - continued:
The Partnership's investment in the U.S. Treasury Bill at December 31, 2000
earned interest at the rate of 5.37% and it matures on March 1, 2001. The
estimated fair value of the investment approximated its amortized cost and
therefore, there were no significant unrealized gains or losses as of
December 31, 2000. There were no realized gains or losses on the disposition
of investment securities.
5. Transactions with related parties:
American Securities Team, Inc., an affiliate of the General Partner of the
Partnership, receives an annual program management fee. This fee is for
managing the affairs of the Partnership and for providing investor services
to the Limited Partners. The fee is equal to .5% of invested assets plus the
Local Limited Partnerships' annualized outstanding nonrecourse mortgage debt.
Program management fees charged to operations for the years ended December 31,
2000, 1999 and 1998 amounted to $36,597, $35,830, and $36,651,respectively.
Of these amounts, $8,547 and $7,780 remained unpaid at December 31, 2000 and
1999, respectively.
6. Fair value of financial instruments:
The fair values of the Partnership's financial instruments have been
determined at a specific point in time, based on relevant market information
and information about the financial instrument. Estimates of fair value are
subjective in nature and involve uncertainties and matters of significant
judgment and therefore cannot be determined with precision. Changes in
assumptions could affect the estimates.
The carrying amounts of cash and cash equivalents and accrued expenses at
December 31, 2000 and 1999 approximate their fair values because of the
short-term maturity of these instruments.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION OF LOCAL LIMITED PARTNERSHIPS
Property Pledged as Collateral
DECEMBER 31, 2000
Cost Year
Capitalized of
Initial Cost Subsequent Con Life
to Partnership to Gross Amount at which str on which
Build Acq Carried At close of Period uc Depreciation
ings uisi Building Accumu tio in
and tion: and lated n/ Latest
Des Enc Impr Impr Impr Depr Re Date Income
crip umbr ovem ovem ovem Tot ecia nova Acqu Statementis
tion ances Land ents ents Land ents al(c) tion tion ired Computed
Apartment
Complexes
Rockledge
Apartments
Associates
Wakefield,MA
a)$90,000$1,426,190$426,170$90,000$1,888,360$1,978,360$1,337,925 1973
June,1984 25years
Ashland
Commons
Associates
Ashland,MA
(a)215,210 5,560,343(155,979)(b)215,210 5,404,364 5,619,574 3,500,387 1982
Mar,1984 25yrs
$305,210 $6,986,533 $306,191 $305,210 $7,292,724 $7,597,934 $4,838,312
(a) Properties are subject to mortgage notes as shown in Schedule IV.
(b) Net of retirements
(c) The aggregate cost for Federal income tax purposes at December 31 ,2000
it is as follows:
Rockledge Apartments
Associates - $ 1,978,360
Ashland Commons
Associates - 4,970,347
Total $ 6,948,707
Cost of Property and Equipment Accumulated Depreciation
Year Ended December 31,
2000 1999 1998 2000 1999 1998
Balance at
beginning of
period $7,597,934 $7,597,934 $7,597,934 $4,572,123 $4,305,934 $4,039,745
Additions during period:
Improvements
Depreciation expense 266,189 266,189 266,189
Reductions during period:
Dispositions
Balance at
end of
period $7,597,934 $7,597,934 $7,597,934 $4,838,312 $4,572,123 $4,305,934
APT HOUSING PARTNERS LIMITED PARTNERSHIP
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE OF LOCAL LIMITED PARTNERSHIPS
DECEMBER 31, 2000
Principal
Periodic Amount of Loans
Mort- Inte Final Pay Face Carrying Subject to Delinquent
gage rest Maturity ment Prior Amount of Amount of Principal or
Loan rate(s) Date Terms Liens Mortgages Mortgages(a) Interest
Rockledge
Apartments
Associates 7.5485% 7/1/19 monthly None $1,477,000 $1,147,305 None
Ashland
Commons
Associates11.728% 5/1/24 monthly None 5,108,100 4,618,996 None
$ 6,585,100 $ 5,766,301
(a) The aggregate carrying amounts for Federal income tax purposes at
December 31, 2000 are the same as those amounts listed above.
Carrying Amount of Mortgages
Year Ended December 31,
2000 1999 1998
Balance at beginning of period $ 5,830,851 $ 5,889,508 $ 5,942,838
Additions during period:
New mortgage loans
Other (describe)
Deductions during period:
Payments of principal ( 64,550) ( 58,657) ( 53,330)
Other (describe)
Balance at end of period $ 5,766,301 $ 5,830,851 $ 5,889,508
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
REPORT ON FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
CONTENTS
Page
Independent Auditors' Report 3
Financial Statements:
Balance Sheet 4
Statement of Operations 5
Statement of Partners' Deficit 6
Statement of Cash Flows 7
Summary of Accounting Policies 8
Notes to Financial Statements 9
INDEPENDENT AUDITORS' REPORT
January 25, 2001
To the Partners of
Ashland Commons Associates
Woburn, Massachusetts
We have audited the accompanying balance sheet of Ashland Commons Associates,
HUD Project No. 023-35279, (a limited partnership) as of December 31, 2000,
1999 and 1998 and the related statements of operations, partners' deficit and
cash flows for the years then ended. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit 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 statements presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ashland Commons Associates
as of December 31, 2000, 1999 and 1998 and the results of its operations and
its cash flow for the years then ended in conformity with generally accepted
accounting principles.
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
BALANCE SHEET
DECEMBER 31,
2000 1999 1998
ASSETS
Property and Equipment
(Mortgaged) - Note 2
Land $ 215,210 $ 215,210 $ 215,210
Building 5,030,902 5,030,902 5,030,902
Equipment and furnishings 373,462 373,462 373,462
5,619,574 5,519,574 5,619,574
Less:
Accumulated Depreciation 3,500,387 3,299,191 3,097,995
Net Property and Equipment 2,119,187 2,320,383 2,521,579
Cash and Cash Equivalents 85,372 82,179 182,927
Rents and Other Receivables 7,355 9,012 8,153
Prepaid Expenses 10,370 10,272 10,337
Escrow Deposits 81,127 71,230 57,234
Restricted Cash -
Tenants' Security Deposits 17,303 15,880 14,262
Reserve for replacements 149,583 212,165 286,321
Residual Receipts Reserve 195,284 184,355 174,885
Deferred Charges 78,709 83,617 88,525
2,744,290 2,989,093 3,344,223
LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES:
Mortgage Loan Payable - Note 2 $ 4,618,996 $ 4,654,385 $ 4,685,875
Accrued Interest Payeble 45,143 45,489 45,797
Accounts Payable and Accrued Expenses 50,407 41,891 42,917
Tenants' Security Deposits Payable 15,058 15,039 14,224
Prepaid Rents 3,617 3,207 6,467
TOTAL LIABILITIES 4,733,221 4,760,011 4,795,280
COMMITMENTS AND CONTINGENCIES
Notes 2,3 and 4
PARTNERS' DEFICIT - Note 4
General Partners ( 140,470) ( 130,659) ( 116,265)
Limited Partners (1,848,461) (1,640,259) (1,334,792)
TOTAL PARTNERS' DEFICIT (1,988,931) (1,770,918) (1,451,057)
$2,744,290 $2,989,093 $3,344,223
See accompanying summary of accounting policies and
notes to financial statements
ASHLAND COMMONS
(a limited partnership)
PROJECT NO: 023-35279
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31,
2000 1999 1998
RENT AND RELATED INCOME $1,228,758 $1,233,498 $1,227,708
OPERATING EXPENSES:
Administrative & Marketing 144,819 143,116 142,342
Utilities 27,116 70,427 72,346
Maintenance and Repair 327,176 384,411 256,393
Real Estate Tax 64,807 74,246 73,596
Interest 566,833 570,938 574,518
Insurance 45,313 39,796 34,886
Depreciation and Amortization 206,104 206,104 206,104
Total Operating Expenses 1,382,168 1,489,038 1,360,185
OPERATING LOSS (153,410) (255,540) (132,477)
OTHER INCOME - Interest 27,724 27,724 32,760
NET LOSS $ (125,686) $ (227,816) $ (99,717)
NET LOSS TO GENERAL PARTNERS $ (5,669) $ (10,252) $ (4,487)
NET LOSS TO LIMITED PARTNERS $ (123,299) $ (217,564) $ (95,230)
See accompanying summary of accounting policies and
notes to financial statements.
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
STATEMENT OF PARTNERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, 1998
General Limited
Total Partner Partners
Balance, at December 31, 1997 $(1,259,295) $(107,636) $(1,151,659)
Net loss (99,717) (4,487) (95,230)
Distributions (92,045) (4,142) (87,903)
BALANCE, at December 31, 1998 (1,451,057) (116,265) (1,334,792)
Net loss (227,816) (10,252) (217,564)
Distributions (92,045) (4,142) (87,903)
BALANCE, at December 31, 1999 (1,770,918) (130,659) (1,640,259)
Net loss (125,968) (5,669) (120,299)
Distributions (92,045) (4,142) (87,903)
BALANCE, at December 31, 2000 $(1,988,931) $(140,470) $(1,848,461)
Percentage of interest in
profit and losses 100% 4.5% 95.5%
See accompanying summary of accounting policies and
notes to financial statements
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
YEAR ENDED DECEMBER 31,
2000 1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(125,968) $(227,816) $ (99,717)
Adjustments to reconcile Net Loss
to Net Cash Provided (Used) by
Operating Activities:
Depreciation and Amortization 206,104 206,104 206,104
(Increase) Decrease in Receivables 1,657 ( 859) (2,901)
(Increase) Decrease in Prepaid Expenses (98) 65 ( 15)
(Increase) Decrease in Escrow Deposits (9,897) (13,996) 18,302
(Increase) Decrease in Restricted Cash (1,423) ( 1,618) 350
Increase (Decrease)in Accounts Payable
and Accrued Expenses 8,170 ( 1,334) (16,007)
Increase (Decrease) in Tenants
Security Deposits 19 815 ( 388)
Increase (Decrease) in Prepaid Rents 410 (3,260) 6,300
Net Cash Provided (Used) by
Operating Activities 78,974 (41,899) 112,028
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) Decrease in Reserve
for Replacements 62,582 74,156 (19,783)
(Increase) Decrease in Residual
Receipts Reserve (10,929) (9,470) ( 9,185)
Net Cash Provided (Used) by Investing
Activities 51,653 64,686 (28,968)
CASH FLOWS FROM FINANCING ACTIVITES:
Decrease in Mortgage Loan Payable (35,389) (31,490) (28,020)
Distributions to Partners (92,045) (92,045) (92,045)
Net Cash Used by Financing Activities (127,434) (123,535) (120,065)
Net Increase (Decrease)in Cash and
Cash Equivalents 3,193 (100,748) (37,005)
Cash and Cash Equivalents,
Beginning of Year 82,179 182,927 219,932
Cash and Cash Equivalents,
End of Year $ 85,372 $ 82,179 $ 182,927
See accompanying summary of accounting policies and
notes of financial statements.
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
Financial statements are prepared on the accrual basis and all development
and construction costs were capitalized. The partnership, for tax purposes,
charged to expense certain costs, such as interest and real estate taxes
during construction. Accordingly, the cost of property and equipment shown
in these statements includes $649,227 which has been deducted for tax
purposes.
The balance sheet does not give effect to any assets that the partners may
have outside their interest in the partnership, nor to any personal
obligations, including income taxes, of the individual partners.
PROPERTY, EQUIPMENT AND DEPRECIATION
Property and equipment are stated at cost. Depreciation of buildings is
based on a 25 year life using the straight-line method for financial
reporting purposes. For income tax purposes, accelerated depreciation
methods are used.
AMORTIZATION
Amortization of financing costs is based on a forty year life using the
straight-line method for both financial reporting and income tax purposes.
INCOME TAXES
The partnership, as an entity, is not subject to income tax. The partners'
share of the loss for tax purposes is includable in their income tax returns.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the partnership considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures.
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - GENERAL
Ashland Commons Associates is a Massachusetts limited partnership which was
formed on September 29, 1982 for the purpose of owning, rehabilitating and
operating a multi-unit apartment complex containing 96 residential units
under the provisions of Section 221 (d)(4) of the National Housing Act. The
partnership has a Section 8 contract with HUD to receive rent subsidy equal
to approximately 83% of the total rental income. The contract expires
September, 2002.
NOTE 2 - MORTGAGE LOAN PAYABLE
The mortgage note is insured by the Federal Housing Administration (FHA) and
is payable in monthly installments of approximately $48,283, including
interest at 11.728% per annum, through 2024. Annual principal payments for
the next five years will be as follows:
Year Amount
2001 $39,768
2002 44,691
2003 50,223
2004 56,441
2005 63,428
The partnership is required to make monthly payments of $2,094 into a fund
for replacements. Withdrawals from this fund can only be made upon the
approval for the Federal Housing Commissioner.
The partnership and its partners have no personal liability on the mortgage
loan; the mortgaged property is the only collateral for the loan.
NOTE 3 - RELATED PARTY TRANSACTIONS
The partnership pays a 4.5% management fee based on gross revenues collected,
which, at present, is capped at $43 PUPM, to an affiliate of a general
partner, and $506 per month for bookkeeping. In addition, the affiliate
receives fees for other services rendered. Further, the management company
is reimbursed at cost for salaries and wages and related employee expenses
such as payroll taxes, health insurance, disability insurance, worker
compensation and other insurance.
ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 4 - CAPITAL DISTRIBUTION RESTRICTION
No distribution of assets may be made except from "surplus cash" as defined
in the regulatory agreement with HUD. Total distributions are limited to
$92,045, per annum as allowed by HUD.
NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of the Partnership's financial instruments have been
determined at a specific point in time, based on relevant market information
and information about the financial instrument. Estimates of fair value are
subjective in nature and involve uncertainties and matters of significant
judgement and therefore cannot be determined with precision. Changes in
assumptions could affect the estimates.
The carrying amounts of cash and cash equivalents, tenant's security deposits
cash, tenant's accounts receivable, restricted deposits and funded reserves,
and accounts payable and other liabilities approximate their fair market
values because of the short-term maturity of these instruments.
The Partnership obtained its mortgage financing under Section 221 (d)(4) of
the National Housing Act, as amended, and is supported by a Section 8 rent
subsidy contract. Currently, no new mortgages are being insured under these
combined programs. Accordingly, management does not believe that it is
practicable to estimate the fair value of its mortgage loan. Additional
information pertinent to the value of this loan is provided in Note 2.
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
REPORT ON FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
CONTENTS
Page
Independent Auditors' Report 3
Financial Statements:
Balance Sheet 4
Statement of Operations 5
Statement of Partners' Equity (Deficit) 6
Statement of Cash Flows 7
Summary of Accounting Policies 8
Notes to Financial Statements 9
INDEPENDENT AUDITORS' REPORT
January 26, 2001
To the Partners of
Rockledge Apartments Associates
Woburn, Massachusetts
We have audited the accompanying balance sheet of MHFA Project No. 71-187-N
Rockledge Apartments Associates, (a limited partnership) as of December 31,
2000, 1998 and 1998 and the related statements of operations, partners'equity
(deficit) and cash flows for the years then ended. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit 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
statements presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rockledge Apartments
Associates as of December 31, 2000, 1999, and 1998 and the results of its
operations and its cash flow for the years then ended in conformity with
generally accepted accounting principles.
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
BALANCE SHEET
DECEMBER 31,
2000 1999 1998
ASSETS
Property and Equipment
(Mortgaged)- Note 2
Land $90,000 $90,000 $90,000
Building 1,624,825 1,624,825 1,624,825
Equipment and furnishings 263,535 263,535 263,535
1,978,360 1,978,360 1,978,360
Less:
Accumulated Depreciation 1,337,925 1,272,932 1,207,939
Net Property and Equipment 640,435 705,428 770,421
Cash and Cash Equivalents 211,698 266,628 257,365
Rents and Other Receivables 7,454 4,887 7,386
Escrow Deposits 18,669 17,641 18,387
Restricted Cash -
Tenants' Security Deposits 28,987 26,281 26,611
Reserve for Replacements 103,512 99,258 98,212
Excess rent income escrow 23,832 - -
$1,034,587 $1,120,123 $1,178,382
LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES:
Mortgage Loan Payable - Note 2 $1,147,304 $1,176,466 $1,203,633
Note Payable Affiliate (Note 3) 13,114 20,046 20,046
Accrued Interest Payable 1,367 1,537 1,695
Accounts Payable and Accrued
Expenses 23,242 20,590 29,749
Tenants' Security Deposits
Payable 24,030 25,409 24,869
Prepaid Rents 36 415 115
TOTAL LIABILITIES 1,209,093 1,244,463 1,280,107
COMMITMENTS AND CONTINGENCIES
Notes 2,3 and 4
PARTNERS' DEFICIT - Note 4
General Partner (13,757) 1,293 1,971
Limited Partner (160,749) (125,633) (103,696)
TOTAL PARTNERS'
DEFICIT (174,506) (124,340) (101,725)
$1,034,587 $1,120,123 $1,178,382
See accompanying summary of accounting policies and
notes to financial statements
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31,
2000 1999 1998
RENT AND RELATED INCOME $410,257 $373,637 $386,277
OPERATING EXPENSES:
Administrative & Marketing 103,029 86,128 93,960
Utilities 59,837 44,696 42,070
Maintenance and Repair 188,264 151,824 157,588
Real Estate Tax 38,851 37,432 39,577
Interest 16,763 18,788 23,326
Insurance 6,301 5,500 5,956
Depreciation and Amortization 64,993 64,993 64,993
Total Operating Expenses 478,038 409,361 427,470
OPERATING INCOME (LOSS) (67,781) (35,724) (41,193)
OTHER INCOME - Interest 17,615 13,109 15,373
NET INCOME (LOSS) $(50,166) $(22,615) $(25,820)
NET INCOME (LOSS) TO GENERAL
PARTNERS $(15,050) $ (678) $(775)
NET INCOME (LOSS) TO LIMITED $(35,116) $(21,937) $(25,045)
PARTNERS
See accompanying summary of accounting policies and
notes to financial statements.
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, 1998
General Limited
Total Partner Partners
BALANCE, at December 31, 1997 $(75,905) $2,746 $(78,651)
Net loss (25,820) (775) (25,045)
BALANCE, at December 31, 1998 (101,725) 1,971 (103,696)
Net loss (22,615) (678) (21,937)
BALANCE, at December 31, 1999 (124,340) 1,293 (125,633)
Net loss (50,166) (15,050) (35,116)
BALANCE, December 31, 2000 $(174,506) $(13,757) $(160,749)
Percent of interest in
profit and losses 100% 3% 97%
See accompanying summary of accoutning policies and
notes to financial statements.
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31,
2000 1999 1998
CASH FLOWS FROM ACTIVITIES:
Net Loss $(50,166) $(22,615) $(25,820)
Adjustments to reconcile Net Loss
to Net Cash Provided (Used) by Operating
Activities:
Depreciation and Amortization 64,993 64,993 64,993
(Increase) Decrease in Receivables (2,567) 2,499 (2,120)
(Increase) Decrease in Escrow Deposits (1,028) 746 8,217
(Increase) Decrease in Restricted
Deposits (2,706) 330 (1,324)
Increase (Decrease) in Accounts
Payable and Accrued Expenses 2,482 (9,317) 872
Increase (Decrease) in Tenants
Security Deposits (1,379) 540 (418)
Increase (Decrease) in Prepaid Rents (379) 300 (3,449)
Net Cash Provided (Used) by
Operating Activities 9,250 37,476 40,951
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in excess rent income escrow (23,832) - -
(Increase) Decrease in Reserve
for Replacements (4,254) (1,046) 6,301
(28,086) (1,046) 6,301
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in Mortgage Loan Payable (29,162) (27,167) (25,310)
Note Payable - Affiliate (6,932) - ( 8,006)
Net Cash Used by Financing Activities (36,094) (27,167) (33,316)
Net Increase (Decrease) in Cash and
Cash Equivalents (54,930) 9,263 13,936
Cash and Cash Equivalents,
Beginning of Year 266,628 257,365 243,429
Cash and Cash Equivalents,
End of Year $211,698 $266,628 $257,365
Supplemental Disclosure:
Cash Paid During Year For Interest $20,847 $28,793 $ 22,626
See accompanying summary of accounting policies and
notes to financial statements
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
Financial statements are prepared on the accrual basis and all development
and construction costs were capitalized.
The balance sheet does not give effect to any assets that the partners may
have outside their interest in the partnership, nor to any personal
obligations, including income taxes, of the individual partners.
PROPERTY, EQUIPMENT AND DEPRECIATION
Property and equipment are stated at cost. Depreciation of buildings and
equipment is based on a 25 year life and a 5 year life respectively. The
ACRS method is used for tax purposes.
INCOME TAXES
The partnership, as an entity, is not subject to income tax. The partners'
share of the loss for tax purposes is includable in their income tax returns.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the partnership considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - GENERAL
Rockledge Apartments Associates is a Massachusetts limited partnership which
was formed on February 23, 1973 for the purpose of owning, rehabilitating and
operating a multi-unit apartment complex containing 60 residential units.
The partnership has a contract with HUD to receive rent subsidy equal to
approximately 84% of the total rental income. The contract expires in May,
2018.
NOTE 2 - MORTGAGE LOAN PAYABLE
The mortgage note is payable to the Massachusetts Housing Finance Agency
(MHFA) over a 40 year period, in monthly installments of approximately $3,841
(after interest subsidy payments of $6,597 monthly), including interest at
7.5485% per annum thru 2018. Principal payments for the next five years are
as follows:
2001 $31,311
2002 33,623
2003 36,113
2004 38,794
2005 42,334
The partnership is required to make monthly payments of $7,582 to MHFA for
real estate taxes, insurance and a reserve for replacements. Withdrawals
must have the approval of MHFA.
The partnership and its partners have no personal liability on the mortgage
loan; the mortgaged property is the only collateral for the loan.
NOTE 3 - NOTE PAYABLE
The note payable to affiliate bears interest at the rate of 12% per annum for
a period of 15 years at which time the note is payable in full. Interest is
payable only from Distributable Cash and residual amounts of Net Capital
Transactions proceeds.
ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 4 - RELATED PARTY TRANSACTIONS
The partnership pays to an affiliate of a general partner a monthly management
fee of 6% of rents collected and a monthly bookkeeping fee of $385, and an
annual fee of $1,862 to another affiliate of a general partner.
NOTE 5 - CAPITAL DISTRIBUTION RESTRICTION
No distribution of assets may be made except from "surplus cash" as defined in
the regulatory agreement with the MHFA. Annual distributions are limited to
$9,847, as allowed by MHFA.
NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of the Partnership's financial instruments have been determined
at a specific point in time, based on relevant market information and
information about the financial instrument. Estimates of fair value are
subjective in nature and involve uncertainties and matters of significant
judgement and therefore cannot be determined with precision. Changes in
assumptions could affect the estimates.
The carrying amounts of cash and cash equivalents, tenant's security deposits
cash, tenant's accounts receivable, restricted deposits and funded reserves,
and accounts payable and other liabilities approximate their fair market
values because of the short-term maturity of these instruments.
The Partnership obtained its mortgage financing under Section 236 of the
National Housing Act, as amended, and is supported by a Section 8 rent subsidy
contract. Currently, no new mortgages are being insured under these combined
programs. Accordingly, management does not believe that it is practicable to
estimate the fair value of its mortgage loan. Additional information
pertinent to the value of this loan is provided in Note 2.
INDEPENDENT AUDITORS' REPORT ON COMPLIANCE WITH SPECIFIC
REQUIREMENTS APPLICABLE TO NONMAJOR HUD PROGRAM TRANSACTIONS
To the Partners of
Rockledge Apartments Associates
Woburn, Massachusetts
We have audited the financial statements of Rockledge Apartments Associates
as of and for the year ended December 31, 1999, and have issued our report
thereon dated January 2, 2000.
In connection with our audit of the 1999 financial statements of Rockledge
Apartments Associates and with our consideration of Rockledge Apartments
Associates' internal controls used to administer HUD programs, as required by
the Consolidated Audit Guide for Audits of HUD Programs (the Guide) issued by
the U.S. Department of Housing and Urban Development, we selected certain
transactions applicable to certain nonmajor HUD-assisted programs for the year
ended December 31, 1999.
As required by the Guide, we performed auditing procedures to test compliance
with the requirements governing (types of services allowed or not allowed,
tenant application, eligibility, reporting, special tests and provisions of
HUD contracts) that are applicable to those transactions. Our procedures were
substantially less in scope than an audit, the object of which is the
expression of an opinion on Rockledge Apartments Associates' compliance with
these requirements. Accordingly, we do not express such an opinion.
The results of our tests disclosed no instances of non-compliance that are
required to be reported herein under the Guide.
This report is intended solely for the information and use of the general
partner, management, and the Department of Housing and Urban Development and
is not intended to be and should not be used by anyone other than these
specified parties.
January 27, 2000
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description Page
(3) Articles of Incorporation and By-laws: The registrant
is not incorporated. The partnership Agreement was
filed with the registrant's Registration Statement on
Form S-11 (#2-84474) and is incorporated herein by
reference.
(10.1)Purchase and Sale Agreement, dated as of March 30, 1984,
relating to Ashland Commons Associates (filed with
Registrant's Form 8-K dated March 30, 1984 and
incorporated herein by reference).
(10.2)Purchase and Sale Agreement, dated as of April 30, 1984,
relating to Historic Cohoes, II (filed with Registrant's
Form 8-K dated April 30, 1984 and incorporated herein
by reference).
(10.3)Purchase and Sale Agreement, dated as of June 22, 1984,
relating to Rockledge Apartment Associates (filed with
Registrant's Form 8-K dated June 22, 1984 and incorporated
herein by reference).
(10.4)Withdrawal of APT Housing Partners Limited Partners as
a Limited Partner in a Local Limited Partnership, dated
as of December 18, 1986, relating to Historic Cohoes, II,
(filed with Registrant's Form 8-K dated March 30, 1987
and incorporated herein by reference).
(27) Financial data schedule. 49
APT HOUSING PARTNERS LIMITED PARTNERSHIP
FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the
balance sheet and statement of income on pages 18 through 19 of the
Partnership's 2000 Annual Report on Form 10-K and is qualified in its
entirety by reference to such financial statements.
Year End
Item Number Item Description 2000
5-02(1) Cash and cash items $ 252,224
5-02(2) Marketable securities -0-
5-02(3)(a)(1) Notes and accounts receivable-trade -0-
5-02(4) Allowance for doubtful accounts -0-
5-02(6) Inventory -0-
5-02(9) Total current assets 252,224
5-02(13) Property, plant and equipment -0-
5-02(14) Accumulated depreciation -0-
5-02(18) Total assets 252,224
5-02(21) Total current liabilities 20,047
5-02(22) Bonds, mortgages and similar debt -0-
5-02(28) Preferred stock-mandatory redemption -0-
5-02(29) Preferred stock-no mandatory redemption -0-
5-02(30) Common stock -0-
5-02(31) Other stockholders' equity 232,177
5-02(32) Total liabilities and stockholders' equity 252,224
Year Ended
Item Number Item Description 2000
5-03(b)1(a) Net sales of tangible products $ -0-
5-03(b)1 Total revenues 99,105
5-03(b)2(a) Cost of tangible goods sold -0-
5-03(b)2 Total costs and expenses applicable to sales
and revenues -0-
5-03(b)3 Other costs and expenses 54,033
5-03(b)5 Provision for doubtful accounts and notes -0-
5-03(b)(8) Interest and amortization of debt discount -0-
5-03(b)(10) Income before taxes and other items 45,072
5-03(b)(11) Income tax expense -0-
5-03(b)(14) Income/loss continuing operations 45,072
5-03(b)(15) Discontinued operations -0-
5-03(b)(17) Extraordinary items -0-
5-03(b)(18) Cumulative effect- changes in accounting principles -0-
5-03(b)(19) Net income or loss 45,072
5-03(b)(20) Earnings per share-primary 11.94
5-03(b)(20) Earnings per share-fully diluted 11.94
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
By: APT Asset Management, Inc.
General Partner
By:
Date March 30, 2001 John M. Curry - CEO
APT ASSET MANAGEMENT, INC.