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 September 30, 2002 commission
file number 2-84474
APT Housing Partners Limited Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 04-2791736
(State or other jurisdiction of IRS Employer Identification No.)
incorporation or organization)
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 25 pages
APT HOUSING PARTNERS LIMITED PARTNERSHIP
INDEX
Part I: Financial Information
Item I: Financial Statements Page
Balance Sheets, September 30, 2002 and December 31, 3
Statements of Operations for the Nine and Three Months
ended September 30, 2002 and 2001 4
Statements of Cash Flows for the Nine Months ended
September 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
Item 4: Controls and Procedures 13
Part II: Other Information
Item 6: Exhibits and Reports on Form 8-K 14
PART 1
ITEM 1. FINANCIAL STATEMENTS
APT HOUSING PARTNERS LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS
September 30, December 31,
2002 2001
(unaudited) (audited)
Investment in Local
Limited Partnerships $ - 0 - $ - 0 -
Cash and Cash Equivalents 242,813 282,041
Total Assets $ 242,813 $ 282,041
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
Liabilities:
Accrued Expenses -
Affiliate $ 9,350 $ 7,696
Professional Fees 12,000 11,706
Total Liabilities
21,350 19,402
Commitments and Contingencies
Partner's Capital (Deficit):
General Partners (34,896) (34,072)
Limited Partners, 3,700
partnership units
authorized, issued and 256,359 296,711
outstanding
Total Partners' Capital
(Deficit) 221,463 262,639
Total Liabilities and
Partners' Capital
(Deficiency) $ 242,813 $ 282,041
See accompanying notes to financial statements.
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
Nine Nine Three Three
Months Months Months Months
Ended Ended Ended Ended
September September September September
30, 2002 30, 2001 30, 2002 30,2001
Interest $ 3,772 $ 3,772 $ 1,275 $ 2,516
Income
Operating
Expenses:
Management
fees-
affiliate 28,050 28,050 9,350 9,350
Administrative 19,650 13,217 5,000 0
Total
Operating
Expenses 47,700 41,267 14,350 9,350
Loss Before
Share of Losses
of and
Distributions
from Local
Limited
Partnerships ( 43,928) ( 34,783) ( 13,075) ( 6,834)
Distribution
from Local
Limited
Partnerships 2,752 74,511 2,752 -
Share of
Losses of
Local
Limited
Partnerships - - - -
Net Income
(Loss) ($41,176) $ 39,728 ($10,323) ($ 6,834)
Limited Partners'
Interest in Net
Income (Loss) ($40,352) $ 38,933 ($10,117) ($ 6,697)
Weighted
Average Number
of Outstanding
Limited
Partnership
Units 3,700 3,700 3,700 3,700
Net Income
(Loss) Per
Limited
Partnership
Unit ($10.90) $10.52 ($ 2.73) ($ 1.81)
See accompanying notes to financial statements
PART I
ITEM 1. FINANCIAL STATEMENTS (Continued)
APT HOUSING PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
2002 2001
Cash Flows From
Operating Activities:
Net Income (Loss) ($41,176) $39,728
Adjustments to reconcile net
income (loss) to net cash
provided by (used by)
operating activities:
Changes in operating
assets and liabilities:
Increase (decrease)
in accrued expense 1,948 10,153
Net Cash provided by
(used in) operating
activities: (39,228) 49,881
Cash Flows From Financing Activities:
Distributions to
limited partners - -
Distributions to
general partner - -
Net cash provided by
(used in) financing
activities - -
Net Increase (Decrease) in
cash and cash equivalents
(39,228) 49,881
Nine Months Ended
September 30,
2002 2001
Cash and Cash Equivalents,
Beginning of Period 282,041 252,224
Cash and Cash Equivalents,
End of Period $242,813 $302,105
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 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. 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 September 30, 2002, the
statements of operations for the nine-month and three-month
periods ended September 30, 2002 and September 30, 2001, and
the statements of cash flows for the nine-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 September 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.
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.
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 September 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.
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 nine-month periods ended September 30, 2002 and 2001
the aggregate share of losses of the Local Limited Partnerships
attributable to the Partnership amounted to ($49,032) and
($126,278), respectively. For the three-months ended
September 30, 2002 and 2001, the aggregate share of losses of
the Local Limited Partnerships attributable to the Partnership
amounted to ($34,334) and ($10,772), respectively. The
Partnership's cumulative share of losses of the Local Limited
Partnerships exceeded its investments by $1,181,005 at
September 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
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.
Summarized balance sheet information on a combined basis
for the Local Limited Partnerships as of September 30, 2002
and December 31, 2001 was as follows:
September 30, 2002 December 31, 2001
(unaudited) (audited)
Rental property $ 7,597,934 $ 7,597,934
Accumulated
depreciation (5,307,841) ( 5,104,501)
Cash and
cash equivalents 175,791 245,196
Restricted assets 714,306 625,242
and deposits
Other assets 149,940 99,602
Total assets 3,330,130 3,463,473
Mortgage loans 5,637,127 5,695,219
payable
Other liabilities 123,895 144,635
Total liabilities
5,761,022 5,839,854
Partners' capital
(deficiency)
($2,430,892) $2,376,381
Composition of partners' capital (deficiency)
General partners (166,429) ( 163,702)
Limited partners (2,264,463) (2,212,679)
Partners' capital
(deficiency) ($2,430,892) ($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 nine-month and
three-month periods ended September 30, 2002 and 2001 were as
follows:
Nine Months Ended Three Months Ended
September 30, September 30,
2002 2001 2002 2001
Revenues $1,279,537 $1,262,423 $423,276 $421,704
Net income
(loss) (51,674) ($ 132,063) $(35,705) ($11,484)
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
September 30, 2002 and December 31, 2001, uninsured cash and cash
equivalents totaled $142,813 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 nine-month and three-month periods ended
September 30, 2002 and 2001 amounted to $28,050 and $9,350,
respectively. The Partnership has liabilities to the affiliate
of $9,350 and $7,696 at September 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 assumptions
could affect the estimates.
The carrying amounts of cash and cash equivalents and accrued
expenses at September 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:
Critical Accounting Policy
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.
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 September 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 Afforda-
bility 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. 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 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 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.
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 September 30, 2002 and 2001 were
$2,752 and $0, respectively. Cash distributions for the nine-
months ended September 30, 2002 and 2001 were $2,752 and
$74,511, respectively. The 2002 and 2001 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 does not anticipate
receiving any future 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 $39,228 at September 30, 2002 from December
31, 2001 as a result of payments of management fees of $26,396
and administrative expenses of $19,356 net of interest earned
of $3,772 and distributions received of $2,752.
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
artnership 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 nine-months ended September 30, 2002 and 2001, the aggregate
share of net income (losses) of the Local Limited Partnerships
attributable to the Partnership amounted to ($49,032) and
($126,278), respectively. For the three-months ended September
30, 2002 and 2001, the aggregate share of net income (losses)
of the Local Limited Partnerships attributable to the Partner-
ship were ($34,334) and ($10,772), respecitvely. These losses
are not included in the statement of operations. The Partner-
ship'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.
The Partnership's net loss for both the nine-month periods and
three-month periods ended September 30, 2002 and 2001 were due
primarily to program management fees and administrative costs
incurred. Management does not expect to receive additional
cash distributions from Local Limited Partnerships in Calendar
2002. 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 nine-month
periods and three-month periods ended September 30, 2002 and 2001.
Administrative expenses for the nine-months ended September 30,
2002 and 2001 were $19,650 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 $6,000 incurred in the first and third
quarters of 2002 and an increase in accounting fees of
approximately $500. Administrative expenses for the three-months
ended September 30, 2002 and 2001 were $5,000 and $0. The change
was the result of a increase in accrued accounting fees of $4,000
and legal fees of $1,000.
Interest income for the nine-months ended September 30, 2002 was
$3,772 as compared to $6,484 for the nine-months ended September
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 September 30, 2002 and 2001
were $1,275 and $2,516. The decrease was due to the interest
rates on the cash equivalents and the balance of funds held.
Additionally, the 2001 distribution from the Local Limited
Partnership of $74,511 was received in June, 2001. The 2002
distribution from the Local Limited Partnership of $2,752 was
received in August, 2002.
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.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our
management, including our chief executive officer and chief
financial officer, we have evaluated the effectiveness of the
design and operations of our disclosure controls and procedures
within 90 days of the filing date of this quarterly report,and
based on their evaluation, our chief executive officer and chief
financial officer have concluded that these controls and
procedures are effective. There were no significant changes in
our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.
Disclosure controls and procedures are our controls and other
procedures that are designed to ensure that information
required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed,summarized
and reported, within the time periods specified in the Securities
and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitaiton, controls and
procedures designed to ensure that information required to be
disclosed by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, including
our chief executive officer and chief financial officer, as
appropriate to allow timely decisions regarding requried
disclosure.
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 Act of
2002 of the Chief Executive 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 Partnership.
b. No reports on Form 8-K have been filed for the quarter
ended September 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
CERTIFICATIONS
I, Jeffrey Ewing, certify that:
1. I have reviewed this quarterly report on Form 10-Q of APT
Housing Partners Limited Partnership;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its unconsolidated investees, is made known to us by others
within thiose entities, particularly during the period in which
this qaurterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date");and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could aversly affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditor's any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.
Date: November 1, 2002
Jeffrey Ewing
Chief Executive Officer
CERTIFICATIONS
I, Jeffrey Ewing, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
APT Housing Partners Limited Partnership;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly
report, fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its unconsolidated investees, is made known to us by others
within thiose entities, particularly during the period in which
this qaurterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the"Evaluation Date")
and:
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a. all significant deficiencies in the design or operation of
internal controls which could aversly affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditor's any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.
Date: November 1, 2002
Jeffrey Ewing
Chief Financial Officer
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 September 30, 2002
(the "Report") by APT Housing Partners Limited Partnership
(the "Company"), the undersigned, 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 for the fiscal quarter ended September 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