SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________________________________
Form 10Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934.
_________________________________________________
For the Quarterly Period Ended June 30, 2002 commission file num-
ber 2-84474
APT Housing Partners Limited Partnership
(Exact name of registrant as specified in its charter)
Massachusetts
(State or other jurisdiction of 04-2791736
incorporation or organization) (IRS Employer Identification No.
500 West Cummings Park, Suite 6050, Woburn,Massachusetts 01801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781)935-4200
N/A
Former name, former address and former fiscal year, if change
since last report
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities and Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No______________
This document contains 14 pages.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
INDEX
Page
Part I: Financial Information
Item I: Financial Statement
Balance Sheets, June 30, 2002 and December 31, 2001 3
Statement of Operations for the Three and Six Months
ended June 30, 2002 and 2001 4
Statement of Cash Flows for the Six Months ended
June 30, 2002 and 2001 5
Notes to Financial Statements 6-9
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-12
Item 3: Quantitative and Qualitative Disclosure
about Market Risk 13
Part II: Other Information
Item 6: Exhibits and Reports on Form 8-K 13
PART I
ITEM 1. FINANCIAL STATEMENTS
APT HOUSING PARTNERS LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS
June 30, December 31,
2002 2001
(unaudited) (audited)
Investment in Local Limited
Partnerships $ -0- $ -0-
Cash and Cash Equivalents 249,136 282,041
Total Assets $249,136 $282,041
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
Liabilities:
Accrued Expenses -
Affiliate $ 9,350 $ 7,696
Professional Fees 8,000 11,706
Total Liabilities 17,350 19,402
Commitments and Contingencies
Partner's Capital (Deficit):
General Partners ( 34,689) ( 34,072)
Limited Partners,
3,700 partnership units 266,475 296,711
authorized, issued and
outstanding
Total Partners'
Capital (Deficit) 231,786 262,639
Total Liabilities and Partners'
Capital (Deficiency) $249,136 $282,041
PART I
ITEM 1. FINANCIAL STATEMENTS (Continued)
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Six Months
Ended Ended
June 30,2002 June 30,2002
Interest Income $ 2,497 $ 3,968
Operating Expenses:
Management fees-affiliate $18,700 $18,700
Administrative 14,650 13,217
Total Operating Expenses 33,350 31,917
Loss Before Share of Losses
of and Distributions from
Local Limited Partnerships (30,853) (27,949)
Distribution from Local
Limited Partnerships - 74,511
Share of Losses of Local
Limited Partnerships - -
Net Income (Loss) $(30,853) $ 46,562
Limited Partners' Interest
in Net Income (Loss) $(30,236) $ 45,631
Weighted Average Number
of Outstanding Limited
Partnership Units 3,700 3,700
Net Income (Loss Per
Limited Partnership Unit $ (8.17) $ 12.33
Three Months Three Months
Ended Ended
June 30,2002 June 30,2002
Interest Income $ 1,255 $ 1,041
Operating Expenses:
Management fees-affiliate $ 9,350 $ 9,350
Administrative 5,207 8,832
Total Operating Expenses 14,557 18,182
Loss Before Share of Losses
of and Distributions from
Local Limited Partnerships (13,302) (17,141)
Distribution from Local
Limited Partnerships - 74,511
Share of Losses of Local
Limited Partnerships - -
Net Income (Loss) $(13,302) $ 57,370
Limited Partners' Interest
in Net Income (Loss) $(13,036) $ 56,223
Weighted Average Number
of Outstanding Limited
Partnership Units 3,700 3,700
Net Income (Loss Per
Limited Partnership Unit $ (3.52) $ 15.20
See accompanying notes to financial statements.
PART I
ITEM 1. FINANCIAL STATEMENTS (Continued)
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
2002 2001
Cash Flows From Operating Activities:
Net Income (Loss) ($ 30,853) $ 46,562
Adjustments to reconcile net income
(loss) to net cash provided by
(used by) operating activities:
Changes in operating assets and
liabilities: ( 2,052) 803
Net Cash provided by (used by)
operating activities: (32,905) 47,365
Cash Flows From Financing Activities:
Distributions to limited partners - -
Distributions to general partner - -
Net cash used in financing activities - -
Net Increase (Decrease) in cash
and cash equivalents (32,905) 47,365
Cash and Cash Equivalents,
Beginning of Period 282,041 252,224
Cash and Cash Equivalents,
End of Period $249,136 $299,589
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
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 govern-
mental 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. The Partnership Agreement, as amended, authorized the
issuance of 3,700 limited partnership units, all of which were
issued and are outstanding.
Financial Statements:
The accompanying balance sheet as of June 30, 2002, the statements
of operations for the six-month and three-month periods ended
June 30, 2002 and June 30, 2001, and the statements of cash flows
for the six-month periods then ended have been prepared by the
Partnership without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necesssary to present fairly the financial position, results of
operations, and cash flows for the interim periods have been
made.
The accompanying balance sheet as of December 31, 2001 has been
taken from the audited financial statements at that date.
The results of operations for the periods ended June 30, 2002 and
2001 are not necessarily indicative of operating results for a
full year.
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.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
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 accompany-
ing financial statements because these taxes, if any, are the
responsibility of the individual Partners.
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. No
cash equivalents were held at June 30, 2002 and December 31,
2001.
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 period.
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 Common 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.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN LOCAL LIMITED PARTNERSHIPS (Continued)
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 six-month periods ended June 30, 2002 and 2001, the a
ggregate share of losses of the Local Limited Partnerships
attributable to the Partnership amounted to ($14,698) and
($115,506), respectively. For the three-months ended June 30,
2002 and 2001, the aggregate share of losses of the Local Limited
Partnerships attributable to the Partnership amounted to ($5,540)
and ($44,267), respectively. The Partnership's cumulative share
of losses of the Local Limited Partnerships exceeded its invest-
ments by $1,146,671 at June 30, 2002 and $1,131,973 at December
31, 2001. Accordingly, the investments have been reduced to zero
and have not been reflected in the accompanying financial state-
ments, 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.
Summarized balance sheet information on a combined basis for the
Local Limited Partnerships as of June 30, 2002 and December 31,
2001 was as follows:
June 30, 2002 December 31, 2001
(unaudited) (audited)
Rental property $ 7,597,934 $7,597,934
Accumulated
depreciation ( 5,240,061) ( 5,104,501)
Cash and cash
equivalents 203,677 245,196
Restricted assets
and deposits 774,283 625,242
Other assets 48,206 99,602
Total assets 3,384,039 3,463,473
Mortgage loans
payable 5,657,017 5,695,219
Other liabilities 119,372 144,635
Total liabilities 5,776,389 5,839,854
Partners' capital
(deficiency) ($ 2,392,350) ($2,376,381)
Composition of
partners' capital
(deficiency)
General partners ( 164,973) ($ 163,702)
Limited partners ( 2,227,377) ( 2,212,679)
Partners' capital
(deficiency) ($2,392,350) ($ 2,376,381)
APT HOUSING PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN LOCAL LIMITED PARTNERSHIPS (Continued)
Summarized unaudited income statement information on a combined
basis for the Local Limited Partnerships for the six-month and
three-month periods ended June 30, 2002 and 2001 were as
follows:
Six Months Three Months
Ended June 30, Ended June 30,
2002 2001 2002 2001
Revenues $896,534 880,992 $456,785 $444,538
Net income (loss) 15,969 (120,579) 61,000 ( 46,209)
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 June 30, 2002 and December 31, 2001, uninsured cash and
cash equivalents totaled $149,136 and $187,619, respectively.
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 each of the six-month periods ended
June 30, 2002 and 2001 amounted to $18,700 and $18,700,
respectively and for each of the three-month periods ended
June 30, 2000 and 2001 amounted to $9,350 and $9,350,
respectively. The Partnership has liabilities to the affiliate
of $9,350 and $7,696 at June 30, 2002 and December 31, 2001,
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 assumption
could affect the estimates.
The carrying amounts of cash and cash equivalents and accrued
expenses at June 30, 2002 and December 31, 2001 approximate their
fair values because of the short-term maturity of these
instruments.
PART I
ITEM 2. 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 June 30, 2002, 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 eptember 30 ,1998 are subject to the provisions
of MAHRAA. Guidance has been provided through various HUD housing
notices, most recently HUD "Section 8 Renewal Policy Guide" which
addresses project-based Section 8 contracts expiring in fiscal
year 2001.
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 port-
folio 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 the
Section 8 Renewal Policy Guide.
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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued):
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 Local Limited Partnerships during
the three-months ended June 30, 2002 and 2001 were $0 and $74,511,
respectively. No cash distributions were received in the first
quarter of 2002 or 2001. The 2001 distribution was 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 does not anticipate receiving any cash distributions
in 2002. Management believes there is sufficient cash balances
to fund operations. Accordingly, there can be no assurance that
future cash distributions will be adequate to allow the
Partnership to make further cash distributions to its partners.
Cash decreased by approximately $32,900 at June 30, 2002 from
December 31, 2001 as a result of payments of management fees
of $17,046 and administrative expenses of $18,356 net of
interest earned of $2,497.
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. 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 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 six-months ended June 30,
2002 and 2001, the aggregate share of net income (losses) of the
Local Limited Partnerships attributable to the Partnership
amounted to $14,698 and ($115,506), rspectively. For the three
months ended June 30, 2002 and 2001, the aggregate share of
net income (losses) of the Local Limited Partnerships
attributable to the Partnership were ($5,540) and ($44,267),
respectively. These losses are not included in the statement
of operations. The Partnership's cumulative share of
losses of the Local Limited Partnerships exceed its investments,
and, accordingly, its share of income/losses of the Local Limited
Partnerships have not been reflected in the financial statements
in accordance with the equity method of accounting because the
investment balances have been reduced to zero.
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued):
The Partnership's net loss for both the six-month periods
and three-month periods ended June 30, 2002 and 2001 were
due primarily program management fees and administrative
costs incurred. Management does not expect to receive cash
distributions from Local Limited Partnerships for Calendar
2002 as the Local Limited Partnerships did not meet surplus
cash criteria as defined by HUD in Calendar 2001. Management
believes existing cash balances are sufficient to meet future
operating expenses.
The Partnership incurs an annual program management fee payable to
American Securities Team, Inc. ("AST"), an affiliate of the
General Partner, for managing the affairs of the Partnership
and for providing investor services to the Limited Partners.
The fee to AST is equal to .5% of invested assets plus the
Local Limited Partnerships' annualized outstanding nonrecourse
debt. The fee amounted to $9,350 per quarter for both the
six-month periods and three-month periods ended June 30, 2002
and 2001.
Administrative expenses for the six-months ended June 30, 2002
and 2001 were $14,650 and $13,217, respectively and consist of
professional fees and legal fees related to Limited Partnership
operations. The increase from 2001 to 2002 was the result
of legal fees of $5,000 incurred in the first quarter of 2002
and a decrease in accounting fees of approximately $3,600.
Administrative expenses for the three-months ended June 30,
2002 and 2001 were $5,027 and $8,832. The change was the
result of a decrease in accrued accounting fees.
Interest income for the six-months ended June 30, 2002 was $2,497
as compared to $3,968 for the six mnths ended June 30, 2001.
The decrease was due to the interest rates on the cash and cash
equivalents and the balances of funds held. Interest income for
the three-months ended June 30, 2002 and 2001 were $1,255 and
$1,041. The increase was due to the interest rates on the
cash equivalents. Additionally, the 2001 distribution from
the Local Limited Partnership of $74,511 was received in
June, 2001.
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 payments 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 governmental 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.
PART I
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 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.
PART II
OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
a. 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.
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 is incorporated herein by reference.
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 is incorporated herein by reference.
Purchase and Sale Agreement, dated as of June 22, 1984, relating
to Rockledge Apartments Associates filed with Registrant's
Form 8-K dated June 22, 1984 and is incorporated herein by
reference.
Withdrawal of APT Housing Partners Limited Partnership 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 is incorporated
herein by reference.
99.1 Cerification pursuant to 18 U.S.C Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Acy of 2002 of the
Chief Execution Officer of the general partner of the Partnership.
99.2 Certification pursuant to 18 U.S.C Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
of the Chief Financial Officer of the general partner of the
ended June 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, 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
Date:_____________________ ____________________
Jeff Ewing, President
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION. 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2002 (the "Report") by APT
Housing Partners Limited Partnership (the "Company"), the under-
signed, as the Chief Executive Officer of the general partner of
the Company, hereby certifies pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act
of 2002, that, to my knowledge:
- -the Report fully complies with the requirements of Section
13(a) or Section 15(d) of the Securities Exchange Act of
1934; and
- -the information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Company.
_____________________________
Name: Jeff Ewing
Title: Chief Executive Officer
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION. 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Quarterly Report on Form 10-Q
30, 2002 (the "Report") by APT Housing Partners Limited
Partnership (the "Company"), the undersigned, as the Chief
Financial Officer of the general partner of the Company, hereby
certifies pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
ss. 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
- -the Report fully complies with the requirements of Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934;
and
- -the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
__________________________
Name: Jeff Ewing
Title: Chief Financial Officer