SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 2002 Commission File Number 33-19316 Qualified Housing Partners Limited Partnership (Exact name of registrant as specified in its charter) North Carolina 56-1589469 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification Number) Suite 220 4700 Homewood Court Raleigh, North Carolina 27609 (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (919)787-4243 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES (X) NO ( ) PART I FINANCIAL INFORMATION QUALIFIED HOUSING PARTNERS LIMITED PARTNERSHIP Item 1: Financial Statements - Unaudited Consolidated Balance Sheets - Unaudited Consolidated Statements of Income and Expenses - Unaudited Consolidated Statements of Cash Flows - Unaudited Cash Available for Distribution and Reserves - Unaudited Notes to Financial Statements Item 2: Management's Discussion - Liquidity and Capital Resources - Results of Operations - Tax Credits QUALIFIED HOUSING PARTNERS LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS March 31, 2002 and December 31, 2001 03/31/02 (Unaudited) 12/31/01 ASSETS Rental Properties Land $1,326,402 $1,326,402 Buildings 34,375,951 34,375,952 Furniture & Fixtures 2,055,957 2,054,878 Construction in Progress 209,471 209,471 37,967,781 37,966,703 Accumulated Depreciation (11,961,640) (11,740,067) 26,006,141 26,226,636 Cash 311,679 327,416 Other Assets 2,255,357 2,301,299 TOTAL ASSETS $28,573,177 $28,855,351 LIABILITIES AND PARTNERS' CAPITAL Liabilities Applicable to Rental Properties $24,927,063 $25,038,280 Other Liabilities 1,167,323 1,211,279 Total Liabilities 26,094,386 26,249,559 Minority Interests in Subsidiary Operating Partnerships 1,704,679 1,705,615 Partners' Capital 774,112 900,177 TOTAL LIABILITIES AND PARTNERS' CAPITAL $28,573,177 $28,855,351 See accompanying notes. CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES Three Months Ended March 31, 2002 and 2001 (Unaudited) 01/01/02- 01/01/01- 03/31/02 03/31/01 Revenue Rent $959,680 $935,889 Other 30,650 28,900 990,330 964,789 Rental Expense Interest 158,615 169,027 Depreciation 221,572 226,945 Repairs and Maintenance 247,203 219,544 Utilities 91,889 97,504 Real Estate Taxes 94,262 36,582 Management Fees 116,604 116,060 Advertising 2,661 1,014 Other 144,255 185,152 1,077,061 1,051,828 Loss from Rental Activities (86,731) (87,039) Other Income (Expenses) Interest Income 91 239 Management Fees (21,141) (21,141) Administrative Costs (19,160) (20,357) Loss Before Deducting Minority Interests in Subsidiary Operating Partnerships (126,941) (128,298) Minority Interests in Losses of Subsidiary Operating Partnerships 876 878 Net Loss ($126,065) ($127,420) Net Loss Allocated to General Partners ($1,261) ($1,274) Net Loss Allocated to Limited Partners (124,804) (126,146) Net Loss ($126,065) ($127,420) Net Loss per Limited Partnership Unit ($14.39) ($14.54) Average Number of Limited Partnership Units Outstanding 8,673 8,673 See accompanying notes. CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2002 and 2001 (Unaudited) 01/01/02- 01/01/01- 03/31/02 03/31/01 Cash Flows from Operating Activities Net Loss ($126,065) ($127,420) Adjustments to Reconcile Net Loss To Net Cash Provided by Operating Activities: Depreciation 221,572 226,945 Minority Interest in Losses of Subsidiary Operating Partnerships (876) (878) Other 1,986 (26,941) Net Cash Provided by Operating Activities 96,617 71,706 Cash Flows from Investing Activities Purchases of Buildings and Equipment (1,077) (5,704) Net Cash Used by Investing Activities (1,077) (5,704) Cash Flows from Financing Activities Principal Payments on Borrowings (111,217) (99,771) Return of Equity to Minority Investors (60) (50,030) Net Cash Used by Financing Activities (111,277) (149,801) Net Decrease in Cash (15,737) (83,799) Cash Beginning 327,416 360,620 Cash Ending $311,679 $276,821 See accompanying notes. CASH AVAILABLE FOR DISTRIBUTION AND RESERVES Quarter Ended March 31, 2002 (Unaudited) Cash Receipts from Operating Partnerships $31,191 Cash Receipts (Disbursements) from Operations Interest 86 Expenses (4,359) Additions to Reserves $26,918 NOTES TO FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The unaudited consolidated financial statements included herein have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. In the opinion of the Partnership, all adjustments which are considered necessary for a fair statement of the results for the interim periods have been made; all such adjustments are of a normal recurring nature. These financial statements, which do not include all disclosures included in the annual financial statements, should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership's latest annual report on Form 10-K. The results of operations for the three months ended March 31, 2002 are not necessarily indicative of the results to be achieved for the year. Note B - Net Loss Per Limited Partnership Unit Net loss per limited partnership Unit is based upon the net loss allocated to the limited partners and is computed using the number of Units outstanding of 8,673. Note C - Liabilities Applicable to Rental Properties Liabilities applicable to rental properties at March 31, 2002 consist of $24,927,063 of permanent mortgage loans to Subsidiary Operating Partnerships. Note D - Related Party Transactions The accompanying consolidated financial statements reflect transactions between Qualified Housing Partners Limited Partnership ("QHP") and its general partners or affiliates and between the various Subsidiary Operating Partnerships and their general partners or affiliates. Frederick Investment Corporation, the Managing General Partner of QHP, is a general or special limited partner in each of the Operating Partnerships. Each Operating Partnership also has one or more other general partners (the "Local General Partners"). Following is a summary of related party transactions for the three months ended March 31, 2002. QHP General Local General Items Paid or Payable Partners Partners Management Fees $21,000 $105,000 Reimbursable Operating Expenses $4,300 $0 MANAGEMENT'S DISCUSSION Liquidity and Capital Resources Net of the Subsidiary Operating Partnerships, QHP held approximately $32,000 in cash and liquid investments at March 31, 2002. These assets will be held as working capital. At March 31, 2002, there were 641 holders of limited partnership Units. Results of Operations Occupancy averaged 90%, with 845 out of a total of 934 apartment units owned by the Subsidiary Operating Partnerships occupied as of March 31, 2002. This is down slightly from the same period in 2001. The Partnership's loss from rental activities, including depreciation, during the first quarter of 2002 is $86,731 as compared with a loss of $87,039 for the same period in 2001. Revenue increased primarily as a result of many properties receiving rent increases in the first quarter. Maintenance and repairs continue to increase as the properties age. Property tax accruals exceed the accruals made from the previous year but are not expected to vary greatly at year-end. Other variances were a result of normal business fluctuations. Dimmitt, a 24-unit property located in Texas, continues to have vacancy problems as the supply of subsidized housing in the area exceeds demand. As reported at year-end, the general partners continue to work with Rural Development to find a solution. Tax Credits One of the Partnership's primary investment objectives has been to generate tax benefits through Low Income Housing Tax Credits. The Tax Credits were available over a ten-year period beginning in the year the properties were placed in service, or at the option of QHP, one year later. The ten-year credit period for all properties expired by early 2000. However, pursuant to IRS Code Section 42, a small number of apartment units are generating tax credits over a fifteen-year period rather than ten years. This will produce an insignificant amount of tax credits through 2003. PART II OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 4 The Partnership Agreement is Exhibit A to the Prospectus that is part of the Registration Statement on Form S-11, Number 33-19316 and effective May 20, 1988, the final form of which was filed on May 20, 1988 pursuant to Rule 424(b), and is incorporated herein b reference. (b) Reports No reports on Form 8-K were filed for the quarter ended March 31, 2002.