FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number 33-17726
AFC-LOW INCOME HOUSING CREDIT PARTNERS-I
INVESTMENT IN AFFORDABLE HOUSING
A California Limited Partnership
I.R.S. Employer Identification No. 95-4115893
12100 Wilshire Boulevard, Suite 1400
Los Angeles, California 90025
(310) 207-0704
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 No X
----- -----
The registrant is a limited partnership and therefore has no voting stock. As
of December 31, 1997, 24,065 limited partnership interests ("Interests") in the
registrant were outstanding. These Interests had been issued during 1988, 1989
and 1990 at a subscription price of $500 per Interest. The Interests are not
currently traded on any market. Therefore, no market selling price and no
average bid or asked prices exist for the 60 days prior to the date of filing.
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's Prospectus dated May 24, 1988, included within the Registrant's
registration statement on Form S-11 (File No. 33-17726), previously filed with
the Commission on October 6, 1987, and declared effective on May 24, 1988, as
amended and supplemented (the "Prospectus"), and Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991, filed with the Commission
on August 11, 1993 (the "1991 Report") and Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1992, filed with the Commission on
October 21, 1994 (the "1992 Report"). Designated portions of the Prospectus,
the 1991 Report and the 1992 Report are incorporated by reference into Parts I,
II and III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
PART I
ITEM 1. Business.......................................................................... 1
ITEM 2. Properties........................................................................ 1
ITEM 3. Legal Proceedings................................................................. 4
ITEM 4. Submission of Matters to a Vote of Security Hold.................................. 5
PART II
ITEM 5. Market for the Registrant's Partnership Interests and Related Matters............. 5
ITEM 6. Selected Financial Data........................................................... 5
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of
Operation......................................................................... 7
ITEM 8. Financial Statements and Supplementary Data....................................... 8
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.............................................................. 9
PART III
ITEM 10. Directors and Executive Officers of the Registrant................................ 9
ITEM 11. Executive Compensation............................................................ 9
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.................... 10
ITEM 13. Certain Relationships and Related Transactions.................................... 10
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.................. 12
PART I
ITEM 1. Business.
- ------- --------
AFC-Low Income Housing Credit Partners-I Investment in Affordable Housing,
a California limited partnership (the "Partnership"), was formed on July 28,
1987 to invest, through other limited partnerships ("Operating Partnerships"),
in government assisted multi-family housing developments ("Government-Assisted
Properties") expected to qualify for the Low Income Housing Tax Credit under
Section 42 of the Internal Revenue Code. The general partners of the
Partnership are AFC Capital Corporation, a Delaware corporation, and A. Bruce
Rozet (the "General Partners").
The investment objectives of the Partnership are to: (i) provide current
tax benefits to Limited Partners to the extent permitted by law, including, but
not limited to, passive losses and Low Income Housing Tax Credits that Limited
Partners may use to offset federal income taxes on certain types and amounts of
income from other sources; (ii) provide capital appreciation through potential
increases in value of the Partnership's investments; and (iii) provide potential
cash distributions from sales or refinancings of the Partnership's investments
and, to a lesser extent, if at all, from operations. See the information
included on pages 49 through 58 of the Prospectus, which is incorporated herein
by this reference.
As of January 15, 1990, the Partnership had offered and sold 24,065 limited
partnership interests ("Interests"), resulting in total offering proceeds of
$12,032,500. As of December 31, 1997, 24,065 Interests were issued and
outstanding.
Prior to the termination of the Partnership's offering of Interests, the
Partnership had provided capital to, and had become a limited partner in, six
Operating Partnerships, each of which owned or was in the process of
constructing a Government-Assisted Property. Partly as a result of the
termination of the offering of Interests, the Partnership terminated its
investments in two of the Operating Partnerships. Two of the remaining four
Operating Partnerships encountered difficulties as a result of disputes with HUD
and Kentucky Housing Corporation, which resulted in delays in the rehabilitation
of one Property and the foreclosure of another Property. See "Properties--
Recent Developments" and "Legal Proceedings," below.
ITEM 2. Properties.
- ------- ----------
Set forth below is a schedule of the Government-Assisted Properties
currently owned by Operating Partnerships in which the Partnership is a limited
partner, together with information as to the Partnership's investment in each
Operating Partnership, percentage ownership in each operating Partnership, the
occupancy rates at each Government-Assisted Property and the Low Income Housing
Tax Credits generated by each Government-Assisted Property.
1
Information Concerning Operating Partnerships
---------------------------------------------
and Government-Assisted Properties
----------------------------------
(As of December 31, 1997)
- ------------------------------------------------------------------------------------------------------------------------
Operating Partnership: United-Stinson United-Germano-Millgate Coliseo Housing
Limited Partnership, Limited Partnership, Partnership,
a Pennsylvania an Illinois limited a California limited
limited partnership partnership partnership
- ------------------------------------------------------------------------------------------------------------------------
Operating General Partner(s): United Housing Chicago Community United Housing
Preservation Development Corporation Preservation
Corporation Corporation/1/
- ------------------------------------------------------------------------------------------------------------------------
Property Name: Stinson Tower Germano Millgate Villa Del
Apartments Apartments Coliseo/Gilbert
Chester, PA Chicago, IL Lindsay Manor
Los Angeles, CA
- ------------------------------------------------------------------------------------------------------------------------
Total Units: 150 350 137
- ------------------------------------------------------------------------------------------------------------------------
Occupancy Percentage: 99.3% 95.0% 89.06%
- ------------------------------------------------------------------------------------------------------------------------
Date of Acquisition: 1988 1988 1989
- ------------------------------------------------------------------------------------------------------------------------
Partnership's Capital $981,120 $2,577,120 $6,078,590
Contribution:
- ------------------------------------------------------------------------------------------------------------------------
Partnership's Percentage 95% 14.1% 67.9%
Ownership:
- ------------------------------------------------------------------------------------------------------------------------
Actual Low Income Housing $223,371 $1,326,973/3/ $1,399,159
Tax Credits allocated to
Operating Partnerships for
1996/2/:
- ------------------------------------------------------------------------------------------------------------------------
Recent Developments
Set forth below is a more detailed description of recent developments with
respect to each of the Government-Assisted Properties in which the Partnership
has a material investment through the Operating Partnerships.
Germano-Millgate Apartments
---------------------------
The Germano-Millgate Apartments (the "Germano Property") is owned by the
United-Germano-Millgate Limited Partnership (the "Germano Partnership"), an
Operating Partnership in which the Partnership had invested. The 1991 Report
contained a description of certain disputes among the Germano Partnership, HUD
- --------------------
/1/ POZ Development Corporation is also a general partner.
/2/ Of these amounts, the amounts of Low Income Housing Tax Credits
allocated to the Partnership for 1997 were $211,893, $344,557 and $950,029,
respectively.
/3/ This figure represents the Partnership's 1996 Low Income Housing Tax
Credit Allocation based on acquisition credits. In 1997, the Partnership was
allocated rehabilitation credits of $1,148,52875 and acquisition credits of
$199,509.
2
and certain other parties relating to the Germano Partnership, and a description
of legal and administrative proceedings relating to the Germano Property. That
information is contained on pages 4 through 10 of the 1991 Report and is
incorporated herein by this reference. As described in greater detail therein,
the Partnership currently is a partner in Germano Investment L.P., which was
admitted as a limited partner in the Germano Partnership, with a 14.2% interest
in profits and losses and a seventy percent (70%) share of the acquisition
credits. The Germano Partnership's general partner, Chicago Community
Development Corporation ("CCDC"), was temporarily allocated an 84.8% limited
partnership interest in the Germano Partnership, until Independence Tax Credit
Plus II, L.P. ("Independence") was admitted to the Germano Partnership on
October 15, 1993.
In accordance with the agreements governing the admission of Independence
to the Germano Partnership, Independence made a capital contribution to the
Germano Partnership in the amount of $2,000,000 concurrently with its admission
to that partnership. Independence has made additional required contributions
totaling $2,427,581. An additional $200,000 which will be released upon the
Germano Property's meeting certain occupancy and cash flow tests.
The Germano Partnership completed the rehabilitation of the Germano
Property, using the proceeds of the $500,000 loan from the Illinois Housing
Development Authority, capital contributions from Independence and disbursements
under the HUD "Flex Loan" in the amount of $4,613,112.
The Germano Partnership obtained a new allocation of Low Income Housing Tax
Credits relating to rehabilitation expenses in the amount of $1,011,546, per
year for 10 years commencing 1995. As stated above, the Partnership's share of
the rehabilitation tax credits will be approximately $142,000 per year, based
on its 14.1% interest in the Germano Partnership. This is in addition to the
acquisition credits of $280,998 per year, specially allocated to the
Partnership.
Due primarily to vacancies resulting from the rehabilitation of the
project. Germano fell behind in making mortgage payments during 1994. During
1996, the mortgage was brought current.
Villa Del Coliseo/Gilbert Lindsay Manor
---------------------------------------
The sources of financing for the construction of the Villa Del Coliseo
Apartments, now doing business as Gilbert Lindsay Manor, is described on page 14
of the 1991 Report, which information is incorporated herein by this reference.
The Property received its Certificate of Occupancy on April 4, 1991.
The Property is servicing its mortgage debt commitments on time, and is
current on its insurance and tax payments. As of December 31, 1997, the amount
of the Property's reserve for replacements was approximately $78,400.
The Property's management agent maintains a policy of stringent screening
of all prospective tenants. While low and moderate income families have
priority on the waiting list, home visits are required before any prospective
tenant is accepted. Currently, the management agent conducts a number of tenant
programs, including arts and crafts activities for tots, a variety of team
sports for youths aged 7-15, and several seasonally-oriented social events
intended for family participation.
3
Management's plan to raise occupancy includes implementation of an
advertising campaign highlighting our efforts to create a clean wholesome
environment for families to live within the inner city, increased security, rent
rebates and incentives. Additionally, tenants will be offered financial
counseling to assist them in budgeting their household income more efficiently
which will enable them to pay the rent on time and decrease the number of
evictions due to non-payment of rent.
During 1997 revenues increased by $80,208 from 1996 due primarily to
decreased occupancy on the Property. The Property had a negative cash flow from
operating activities of $37,504 in 1997. Trade accounts payable and accrued
expenses increased by $24,579.
Stinson Tower Apartments
------------------------
Stinson Tower Apartments, specifically designed to accommodate the elderly,
blind and physically handicapped, currently reports 99% occupancy, with a
substantial waiting list. All 150 units presently receive Section 8 Housing
Rental Assistance (rental subsidies), administered by the Pennsylvania Housing
Authority.
Stinson Tower Apartments functions within budget, with tenant receivables
at an acceptable level, and payables discharged within normal time limits.
Mortgage payments and other debt service commitments are current, and
replacement reserves were reported at approximately $286,000 as of December 31,
1997.
ITEM 3. Legal Proceedings.
- ------- -----------------
On May 8, 1997, the United States filed an action against Associated
Financial Corporation, certain members of the AFC Group, including Messrs. Ross
and Rozet, and others, in the United States District Court for the Northern
District of California charging that the defendants were wrongfully
participating in the fees earned by the management agent for several properties
(not including any of the properties invested in by the Partnership) and had not
disclosed this arrangement and, thus, were violating provisions of the
applicable regulatory agreements and other agreements governing the subject
properties. The Complaint did, however, allege that the defendants made certain
false claims regarding the condition of the Stinson Tower Apartments.
Defendants filed an answer on August 11, 1997, denying the material allegations
of the Complaint, and asserting various separate and additional defenses.
The government filed an amended complaint on March 2, 1998, adding
additional defendants none of whom are part of the AFC Group and added a claim
that the defendants, including the new defendants made false claims in
connection with the obtaining of insurance for various HUD-insured properties.
The defendants have filed answers to the First Amended Complaint, again denying
the material allegations of the Complaint and asserting various separate and
additional defenses.
While substantial document discovery has been completed, the defendants
intend to move to compel significant delivery from the government of substantial
additional documentation. Deposition discovery is in its early stages. Given
the defendants need to obtain significant additional discovery,
4
counsel can offer no opinion as to the outcome of the litigation at this time.
The General Partner believes that when all of the facts are presented to an
impartial judge, the defendants will be exonerated. However, the complaint
contains serious allegations against the defendants and every effort will be
made to show that the government is wrong in bringing the lawsuit. At this time,
the general partner does not believe that there will be any material adverse
affect to the Partnership and the operation of its investments.
ITEM 4. Submission of Matters to a Vote of Security Hold
- ------- ------------------------------------------------
During the year ended December 31, 1997, no matter was submitted to a vote
of Interest holders.
PART II
ITEM 5. Market for the Registrant's Partnership Interests and Related Matters.
- ------- ---------------------------------------------------------------------
(a) Market Information. The Partnership has no common stock.
------------------
Interests are not freely transferable, and no public trading market exists.
Original sales of Interests were made at a price of $500 per Interest.
(b) Holders. As of December 31, 1997, 24,065 Interests were held by
-------
1186 Limited Partners. These figures are based upon the number of Limited
Partners of record as reported by the General Partners.
(c) Dividends. The Partnership has made no distributions to Limited
---------
Partners, and it is not currently expected that distributions will be made in
the near future. Partnership allocations and distributions are described on
pages 68 and 71 of the Prospectus, which are incorporated herein by reference.
ITEM 6. Selected Financial Data.
- ------- -----------------------
The following summary of selected financial data should be read in
conjunction with the financial statements filed in response to Item 14 herein,
which also includes a summary of the Partnership's significant accounting
policies.
5
Statements of Operation
-----------------------
Year Ended Year Ended Year Ended
December 31, 1997 December 31, 1996 December 31, 1995
----------------- ----------------- -----------------
Income) $ -0- $ -0- $ 40,042
Expenses
(miscellaneous) 16,500 14,775 18,970
--------- ----------- -----------
Income/(Loss) from
Operations (16,500) (14,775) 21,072
Share of Loss of
Operating
Partnerships (922,003) ( 833,918) (1,058,346)
--------- ----------- -----------
Net Loss $(938,503) $( 844,693) $(1,037,274)
========= =========== ===========
Net Loss Per Limited
Partner Interest/1/ $ (39.00) $ (34.64) $ (43.10)
========= =========== ===========
Year Ended Year Ended
December 31, 1994 December 31, 1993
----------------- -----------------
Income $ 15 $ 29
Expenses
(miscellaneous) (12,954) 58,343
--------- -----------
Income/(Loss) from
Operations (12,939) (58,343)
Share of Loss of
Operating
Partnerships (982,544) (1,049,521)
--------- -----------
Net Loss $(995,483) $(1,107,835)
========= ===========
Net Loss Per Limited
Partner Interest/1/ $ (41.37) $ (46.04)
========= ===========
- --------------------
/1/ This figure represents the net loss per Limited Partner Interest based
on the aggregate number of Interests outstanding as of December 31 of the
respective year. Actual net loss per Interest for years prior to 1991 varied
depending upon each Limited Partner's month of entry into the Partnership.
6
Balance Sheets as of December 31
--------------------------------
1997 1996 1995
---- ---- ----
Total Assets $1,400,540 $2,324,044 $3,155,237
========== ========== ==========
Total Liabilities $ 34,744 $ 19,745 $ 17,245
Partners' Equity 1,365,796 2,304,299 3,137,992
---------- ---------- ----------
Liabilities and Net Worth $1,400,540 $2,324,044 $3,155,237
========== ========== ==========
1994 1993
---- ----
Total Assets $4,252,303 $5,529,930
========== ==========
Total Liabilities $ 77,037 $ 89,181
Partners' Equity 4,175,266 5,170,749
---------- ----------
Liabilities and Net Worth $4,252,303 $5,529,930
========== ==========
ITEM 7. Management's Discussion and Analysis of Financial Condition and
- ------- ---------------------------------------------------------------
Results of Operation.
--------------------
Liquidity and Capital Resources
-------------------------------
The Partnership's primary source of funds was the proceeds of its public
offering of Interests. Other sources of liquidity have included (i) interest
earned on capital contributions held pending investment, (ii) working capital
reserves, and (iii) cash distributions, if any, from operations of the Operating
Partnerships in which the Partnership has invested.
As of the end of 1988, the Partnership had received $2,481,000 in
subscription for Interests, for a net of $2,170,875 after payment of brokerage
fees and expenses. The Partnership received an additional $9,423,500 in
subscriptions for Interests during 1989, or an additional $7,947,936 after
payment of brokerage fees and expenses, and an additional $128,000 in
subscriptions for Interests during 1990, or an additional $108,800 after payment
of brokerage fees and expenses. As of December 31, 1989, the Partnership had
committed to investments in Operating Partnerships requiring cash payments of
approximately $10,200,000. During 1989, cash investments totaling approximately
$5,520,000 were made in Operating Partnerships, and, at December 31, 1989, the
Partnership held $1,497,863 in cash. During 1990, the Partnership received
$2,313,000 as a return of its investment in two Operating Partnerships and
invested an aggregate of approximately $3,545,000 in Operating Partnerships,
leaving the Partnership with $43,917 in cash as of December 31, 1990. For 1991
contributions totaled $300 and cash as of December 31, 1991 was $3,505. No
contributions were received in 1993, 1994, 1995, 1996 and 1997. Cash as of
December 31, 1995 was $71 as of December 31, 1996 was $17,471 and as of December
31, 1997 was $12,970. The Partnership's remaining cash may not be adequate to
meet future obligations of the Partnership (primarily accounting costs and costs
associated with the Partnership's periodic reporting obligations).
The Partnership's balance sheet reflects total assets of
7
$5,259,930 as of December 31, 1993, $4,252,303 as of December 31, 1994,
$3,155,237 as of December 31, 1995 and $2,324,044 as of December 31, 1996 and
$1,400,540 as of December 31, 1997 the diminution in assets result from small
operating losses of the Partnership and from the Partnership's recognition of
its share of losses at the Operating Partnership level.
The Government-Assisted Properties owned by the Operating Partnerships are
regulated either by HUD or by state or local agencies as to rent charges and
operating methods. Regulatory agreements covering the properties require
monthly payments to escrow funds to be used for replacement of major items, and
limit annual distributions to the Partnership to "surplus cash" available at the
end of each year. All cash in excess of cumulative allowable distributions must
be held in a residual receipts reserve under the control of mortgage holders,
and disbursements must be approved by HUD or the governing state agency.
Because each of the Government-Assisted Properties is highly leveraged, because
rent levels are regulated and because most excess cash must be placed in a
reserve to meet contingencies, it is not expected that the Partnership will
realize significant cash revenues by virtue of the operation of properties owned
by the Operating Partnerships.
Results of Operations
---------------------
During the 1995, 1996 and 1997 fiscal years, the Partnership had no
distributions of cash flow from the Operating Partnerships. No significant
distributions of cash flow from the Operating Partnerships are anticipated in
future years due to the restrictions on cash flow at the Operating Partnership
level described above.
The Partnership expects that all of its income will be used to pay
operating expenses, including fees, if funds sufficient for payment of such fees
are available. The Partnership had no interest income in 1995, 1996 or 1997.
Income for the year ended December 31, 1995 of $40,042 was a result of a
write off of accounts payable.
The Partnership does not expect to generate cash from operations or other
sources to enable it to pay fees to the General Partners or others in the
foreseeable future. In the event of any sale or refinancing of a Government-
Assisted Property or a sale of an interest in an Operating Partnership, the
General Partners may be entitled to a Disposition Fee, or a share of such sale
or refinancing proceeds, but only after Limited Partners have received back
cumulative cash distributions from sales or refinancings equal to their
aggregate capital contributions to the Partnership plus a preferred return. See
pages 22-25 of the Prospectus for a description of the compensation, fees and
reimbursement payable to the General Partners and others.
ITEM 8. Financial Statements and Supplementary Data.
- ------- -------------------------------------------
The financial statements together with the auditors' reports thereon are
set forth at the pages indicated in Item 14(a)(1) and (2).
8
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure.
- --------------------
No accountant of the Partnership has resigned or been dismissed during the
three fiscal years of the Partnership ending December 31, 1996, or the
subsequent period. There have been no known disagreements between the
Partnership and its accountants on any accounting principles or policies.
PART III
ITEM 10. Directors and Executive Officers of the Registrant.
- -------- --------------------------------------------------
(a), (b), (c) and (e)
The Partnership has no officers, directors or significant employees. A.
Bruce Rozet is the individual General Partner, and AFC Capital Corporation is
the corporate General Partner.
The names, ages, and business experience for Mr. Rozet and the executive
officers and directors of AFC Capital Corporation and certain significant
Affiliates are described on pages 41 to 49 of the Prospectus. Business
experience of the General Partners and Affiliates is described on pages 38 to 41
of the Prospectus. These portions of the Prospectus are incorporated herein by
reference.
Mr. Rozet and Deane Earl Ross are directors of NIDC Managers, Inc., a
corporation that serves as general partner of American Housing Partners, a
limited partnership that is subject to the periodic reporting requirements of
the Securities Exchange Act of 1934, as amended.
(d) Family relationships.
--------------------
None.
(f) Involvement in certain legal proceedings.
----------------------------------------
See response to Item 3, above.
(g) Promoters and control persons.
-----------------------------
Not applicable.
ITEM 11. Executive Compensation.
- -------- ----------------------
(a), (c) and (d)
The Partnership has no executive officers. However, as described in the
Prospectus at pages 22 to 25, which are incorporated herein by reference,
various types of compensation and fees are payable to the General Partners,
their Affiliates, and the Operating Partnership General Partners. See footnote
3 to the financial statements included in response to Item 14 of this Annual
Report on Form 10-K for amounts accrued or paid to the General Partners and
their Affiliates during the year ended December 31, 1996.
(b) and (e)
None.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
- -------- --------------------------------------------------------------
9
(a) Security ownership of certain beneficial owners.
-----------------------------------------------
As of December 31, 1997, 24,065 Interests were issued and outstanding. No
person is known to own beneficially in excess of 5% of the outstanding
Interests.
(b) Security ownership of management.
--------------------------------
With certain exceptions described at pages 70 and 71 of the Prospectus,
which are incorporated herein by reference, the General Partners own in the
aggregate a 1% interest in all profits, losses, tax credits and distributions of
the Partnership.
(c) Changes in control.
------------------
The Partnership knows of no arrangement the operation of which may at a
subsequent date result in a change of control of the Partnership.
ITEM 13. Certain Relationships and Related Transactions.
- -------- ----------------------------------------------
(a) Transactions with management and others.
---------------------------------------
The General Partners of the Partnership are A. Bruce Rozet, the individual
General Partner, and AFC Capital Corporation, a Delaware corporation, the
corporate General Partner, which is a wholly-owned subsidiary of Associated
Financial Corporation, a Delaware corporation. Associated Financial Corporation
is beneficially owned and controlled by A. Bruce Rozet and Deane Earl Ross.
United Housing Preservation Corporation, an affiliate of the General Partners,
was a general partner of each of the Operating Partnerships, but is no longer a
general partner of the Germano Partnership.
As described in the Prospectus, Supplement No. 1 to the Prospectus (pp. S-
15 to S-20), Supplement No. 3 to the Prospectus (pp. S-8 to S-11) and Supplement
No. 6 to the Prospectus (pp. 1-5), as of the date of such Supplements affiliates
of the General Partners controlled or participated in the management of each of
the Operating Partnerships in which the Partnership has invested. For a
description of the terms of the Partnership's acquisition of interests in
Operating Partnerships, see the pages of the Prospectus and Supplements thereto
cited above, which are incorporated herein by this reference. See the
information included on pages 45 through 49 of the Prospectus, which is
incorporated herein by this reference, for a description of the affiliates of
the General Partners involved in the transactions described above.
For a description of the compensation, fees and reimbursement accrued or
paid to the General Partners and their affiliates during 1995, see footnote 3 to
the financial statements included in response to Item 14 of this Annual Report
on Form 10-K.
(b) Certain business relationships.
------------------------------
See response to (a) above.
(c) Indebtedness of management.
--------------------------
Pursuant to the Partnership Agreement, the Partnership was required to
10
reimburse the General Partners and their affiliates for their actual expenses
incurred in connection with the public offering and the organization of
Operating Partnerships. The General Partners in turn agreed to reimburse the
Partnership to the extent that the combination of those expenses and dealer
allowances (which are paid to unaffiliated dealers) exceeded 15% of the gross
proceeds of the offering. As of December 31, 1988, the General Partners owed
the Partnership $356,583, representing reimbursement of offering and selling
expenses in excess of 15% of the gross offering proceeds. With the increase in
the size of the public offering during 1989, the amount of offering and selling
expenses reimbursable to the General Partners increased, leaving the Partnership
with a net indebtedness to the General Partners of $114,196 as of December 31,
1989. As of December 31, 1990, offering expenses and dealer allowances had
again increased to in excess of 15% of the gross proceeds of the offering,
leaving the General Partners with a reimbursement obligation to the Partnership
equal to approximately $186,000. The amount of that obligation fell to $173,378
as of December 31, 1991, and to $155,378 as of December 31, 1992 and $115,959 as
of December 31, 1993, $90,959 as of December 31, 1994, $73,259 as of December
31, 1995, $______ as of December 31, 1996 and $_________ as of December 31,
1997.
(d) Transactions with promoters.
---------------------------
Not applicable.
11
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
- -------- ----------------------------------------------------------------
(1) Financial Statements: Page
Independent Auditor's Report F-1
Balance Sheets as of December 31, 1997 and 1996 F-3
Statements of Operation for the Years Ended December 31, 1997, 1996 F-4
and 1995
Statements of Changes in Partners' Equity (Deficit) for the Years F-5
Ended December 31, 1997, 1996 and 1995
Statements of Cash Flows for the Years Ended December 31, 1997, 1996 F-6
and 1995
Notes to Financial Statements F-7
(2) Financial Statement Schedules
Independent Auditor's Report on Schedules S-1
Schedule XI S-2
Real Estate and Accumulated Depreciation of Limited Partnerships in
which the Partnership has an investment
S-4
Schedule XII
Mortgage Loans on Real Estate owned by Limited Partnerships in which
the Partnership has an investment
(3) Exhibits
See Exhibit Index.
(b) Reports on Form 8-K.
-------------------
No reports on Form 8-K were filed by the Partnership during fiscal year
1997.
12
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.
AFC-LOW INCOME HOUSING CREDIT PARTNERS-I
INVESTMENT IN AFFORDABLE HOUSING, a
California limited partnership
By: AFC Capital Corporation,
its corporate general partner
Date: September 9, 1998 By: /s/ Deane Earl Ross
------------------------------------------
Deane Earl Ross,
President and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: September 9, 1998 By: /s/ A. Bruce Rozet
------------------------------------------
A. Bruce Rozet, Chairman of the Board and
Chief Executive Officer of AFC Capital
Corporation
Date: September 9, 1998 By: /s/ Deane Earl Ross
------------------------------------------
Deane Earl Ross, Director, President and
Treasurer (Chief Financial Officer) of
AFC Capital Corporation
13
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
3.1 Form of Agreement of Limited Partnership of AFC-Low Income Housing
Credit Partners-I Investment in Affordable Housing, a California
limited partnership, dated as of July 28, 1987 by and among A. Bruce
Rozet, an individual, and AFC Capital Corporation, a Delaware
corporation, as General Partners; and A. Bruce Rozet and Deane Earl
Ross, as the original limited partners, filed as Exhibit C to the
Registrants' prospectus dated May 24, 1988, as supplemented./1/
3.2 Certificate of Limited Partnership of the Partnership, as filed
with the California Secretary of State on July 28, 1978./2/
10.1 Agreement of Limited Partnership of United-Stinson limited
partnership, a Pennsylvania limited partnership, dated as of October 1,
1988 by and between United Housing Preservation Corporation, a
California corporation, and Housing Preservation Partners, a California
limited partnership; together with the First and Second Amendments to
the Agreement of Limited Partnership./3/
10.2 Certificate and Agreement of Limited Partnership of United-
Germano-Millgate Limited Partnership, an Illinois limited partnership,
dated as of June 1, 1988 by and between United Housing Preservation
Corporation, a California corporation, and Western Housing Associates,
Ltd., a California limited partnership; together with the First,
Second, Third and Fourth Amendments to Certificate and Agreement of
Limited Partnership./3/
10.3 Fifth Amendment and Fourth Revised Sixth Amendment to Certificate
and Agreement of Limited Partnership of United-Germano-Millgate Limited
Partnership./4/
10.4 Amended and Restated Agreement of Limited Partnership of Coliseo
Housing Partnership, as amended, a California limited partnership, by
and between POZ Village Development Corporation, United Housing
Preservation Corporation, The Bedford Group, D&S Development Company,
Housing Preservation Partners and AFC Low Income Housing Credit
Partners-I; together with the First Amendment to the Amended and
Restated Agreement of Limited Partnership./4/
10.5 Disposition and Development Agreement between Coliseo Housing
Partnership and the Community Redevelopment Agency of the City of
Los Angeles./4/
- --------------------
/1/ Previously filed on June 3, 1988 as a part of the Partnership's
Prospectus pursuant to Rule 424 (Registration Statement No. 33-17726).
/2/ Previously filed with Registration Statement No. 33-17726 on March 16,
1988.
/3/ Previously filed with Registration Statement No. 33-17726 on November
26, 1989.
/4/ Previously filed on August 11, 1993, with the Partnership's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991, dated
August 10, 1993.
14
10.6 Subordination Agreement by Coliseo Housing Limited Partnership
and the Community Redevelopment Agency of the City of Los Angeles in
favor of Savings Associations Mortgage Co., Inc./4/
10.7 Second Deed of Trust and Security Agreement by and between
Coliseo Housing Partnership, Chicago Title Company and the Community
Redevelopment Agency of the City of Los Angeles./4/
10.8 Promissory Note secured by Deed of Trust to the Community
Redevelopment Agency of the City of Los Angeles in the principal amount
of $3,954,000 executed by the Coliseo Housing Partnership./4/
10.9 Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing executed by the Community Redevelopment Agency of the
City of Los Angeles and Coliseo Housing Partnership in favor of Savings
Associations Mortgage Co., Inc.; together with rider to Deed of
Trust./4/
10.10 Notes secured by Deed of Trust in the principal amount of
$3,500,000 executed by the Coliseo Housing Partnership and payable to
Savings Associations Mortgage Co., Inc./4/
10.11 Unsecured Environmental Indemnity Agreement entered into by
Coliseo Housing Partnership for the benefit of Savings Associations
Mortgage Co., Inc./4/
10.12 Ground Lease by and between Coliseo Housing Partnership and The
Community Redevelopment Agency of the City of Los Angeles./4/
16. Letter dated July 23, 1992 from Deloitte & Touche, the
Registrant's former independent accountants, regarding statements made
by the Registrant in Registrant's Current Report on Form 8-K dated July
2, 1992./5/
22. Subsidiaries of the Registrant./6/
- --------------------
/5/ Previously filed on July 30, 1992 with Amendment No. 1 dated July 28,
1992 to the Partnership's Current Report on Form 8-K dated July 2, 1992.
/6/ Filed as an exhibit to this Annual Report.
15
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
FINANCIAL STATEMENTS
DECEMBER 31, 1995 THROUGH DECEMBER 31, 1997
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
TABLE OF CONTENTS
-----------------
Page
------
Independent auditors' report F-1 - F-2
Financial statements:
Balance sheets F-3
Statements of operations F-4
Statements of changes in partners' equity [deficit] F-5
Statements of cash flows F-6
Notes to financial statements F-7 - F-21
Supplementary information:
Independent auditors' report on supplementary information S-1
Real estate and accumulated depreciation of limited
partnerships in which the partnership has an investment S-2 - S-3
Mortgage loans on real estate owned by limited
partnerships in which the partnership has an investment S-4 - S-6
[LETTERHEAD OF HABIF, AROGETI & WYNNE, P.C.]
INDEPENDENT AUDITORS' REPORT
To the Partners
AFC-Low Income Housing Credit Partners - I
Investment in Affordable Housing
We have audited the balance sheets of AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING [a California Limited Partnership] as of
December 31, 1997 and 1996, and the related statements of operations, changes in
partners' equity [deficit], and cash flows for each of the three years in the
period ended December 31, 1997. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We did
not audit the financial statements of certain limited partnerships in which the
Partnership has an investment, which statements reflect total assets
constituting 42% of total assets as of December 31, 1997 and 1996, and total
losses constituting 37%, 52%, and 40% for the years ended December 31, 1997,
1996, and 1995, respectively, of the combined totals of the limited partnerships
in all years presented. Such financial statements were audited by other
auditors whose report has been furnished to us, and our opinion, insofar as it
relates to the amounts included in Note 2, is based solely on the report of such
other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. 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 report of other auditors provide a reasonable
basis for our opinion.
INDEPENDENT AUDITORS' REPORT [CONTINUED]
In our opinion, based on our audits and the report of other auditors, the
financial statements present fairly, in all material respects, the financial
position of AFC-LOW INCOME HOUSING CREDIT PARTNERS - I INVESTMENT IN AFFORDABLE
HOUSING as of December 31, 1997 and 1996, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1997, in conformity with generally accepted accounting principles.
/s/ Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 30, 1998, except for Note 5 as to which the date is March 2, 1998
F-2
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
ASSETS
- ------
1 9 9 7 1 9 9 6
---------- ----------
Cash $ 12,970 $ 17,471
Investments in limited partnerships, equity
method (Note 2) 1,298,886 2,220,889
Due from general partner (Note 3) 68,584 68,584
Due from Coliseo Housing Partnership (Note 3) 20,100 17,100
--------- ---------
TOTAL $1,400,540 $2,324,044
========= =========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
LIABILITIES:
Accounts payable $ 34,744 $ 19,745
CONTINGENCIES (NOTE 5)
PARTNERS' EQUITY 1,365,796 2,304,299
--------- ---------
TOTAL $1,400,540 $2,324,044
========= =========
See auditors' report and notes to financial statements.
F-3
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
STATEMENTS OF OPERATIONS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
1 9 9 7 1 9 9 6 1 9 9 5
--------- --------- ---------
REVENUE:
Interest $ -0- $ -0- $ -0-
Miscellaneous -0- -0- 40,042
EXPENSES:
Miscellaneous 16,500 14,775 18,970
--------- --------- ---------
INCOME [LOSS] FROM OPERATIONS [ 16,500] [ 14,775] 21,072
EQUITY IN LOSSES OF LIMITED
PARTNERSHIPS (NOTE 2) [ 922,003] [ 818,918] [1,058,346]
--------- --------- ---------
NET LOSS $[ 938,503] $[ 833,693] $[1,037,274]
========= ========= =========
See auditors' report and notes to financial statements.
F-4
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
STATEMENTS OF CHANGES IN PARTNERS' EQUITY [DEFICIT]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
Limited General
Total Partners Partners
--------- ---------- ----------
Partnership interest 100% 99% 1%
=== == =
Balances - December 31, 1994 $ 4,175,266 $ 4,230,840 $[55,574]
Net loss - 1995 [1,037,274] [1,026,901] [10,373]
--------- --------- ------
Balances - December 31, 1995 3,137,992 3,203,939 [65,947]
Net loss - 1996 [ 833,693] [ 825,356] [ 8,337]
--------- --------- ------
Balances - December 31, 1996 2,304,299 2,378,583 [74,284]
Net loss - 1997 [ 938,503] [ 929,118] [ 9,385]
--------- --------- ------
Balances - December 31, 1997 $ 1,365,796 $ 1,449,465 $[83,669]
========= ========= ======
See auditors' report and notes to financial statements.
F-5
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
STATEMENTS OF CASH FLOWS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
INCREASE (DECREASE) IN CASH
1 9 9 7 1 9 9 6 1 9 9 5
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $[ 938,503] $[833,693] $[1,037,274]
-------- ------- ---------
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Equity in losses of limited
partnerships 922,003 818,918 1,058,346
Increase (Decrease) in accounts
payable 14,999 2,497 [ 59,792]
-------- ------- ---------
Total adjustments 937,002 821,415 998,554
-------- ------- ---------
Net cash provided by [used in]
operating activities [ 1,501] [ 12,278] [ 38,720]
-------- ------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Advance to Coliseo Housing Partnership [ 3,000] -0- [ 17,100]
Partnership distributions received -0- 25,000 38,100
-------- ------- ---------
Net cash provided by [used in]
investing activities [ 3,000] 25,000 21,000
-------- ------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from [payments to] general partners -0- 4,678 17,700
-------- ------- ---------
NET INCREASE [DECREASE] IN CASH [ 4,501] 17,400 [ 20]
CASH, BEGINNING OF YEAR 17,471 71 91
-------- ------- ---------
CASH, END OF YEAR $ 12,970 $ 17,471 $ 71
======== ======= =========
See auditors' report and notes to financial statements.
F-6
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - AFC-LOW INCOME HOUSING CREDIT PARTNERS - I INVESTMENT IN
------------
AFFORDABLE HOUSING, A California Limited Partnership [the Partnership], was
formed on July 28, 1987. The general partners are A. Bruce Rozet, an
individual, and AFC Capital Corporation, a Delaware corporation, each
having contributed $2,500 and owning 5 partnership interests. Through
January 15, 1990, the Partnership offered partnership interests, at $500
per interest, to limited partners through public offering. As of December
31, 1997, 1996, and 1995, the Partnership had received subscriptions for
24,065, 24,065, and 24,065 partnership interests, respectively. The
Partnership exceeded the minimum offering of 2,000 partnership interests in
1988, which resulted in the subscription proceeds being released from the
escrow account to the Partnership. As a result of certain actions taken by
HUD, the Partnership ceased offering partnership interests as of January
15, 1990.
In accordance with the Agreement of Limited Partnership, profits, losses,
and low-income housing tax credits are allocated 99% to the limited
partners and 1% to the general partners. Profits from the sale or
refinancing of the projects are allocated 90% to the limited partners and
10% to the general partners, after the limited partners have received their
capital contributions plus a preferred return.
The accompanying financial statements include only the assets, liabili
ties, and results of operations which relate to the Partnership, and not
those attributable to the partners' individual activities.
Line of Business - The Partnership is primarily engaged in investing in
----------------
limited partnerships that own and operate government assisted multi-family
residential rental projects. Each of the projects qualifies for the low-
income housing tax credit under Section 42 of the Internal Revenue Code of
1986, as amended. Certain partners, including a general partner, of the
limited partnerships in which the Partnership has invested are affiliates
of the general partners of the Partnership.
F-7
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]
Investments in Limited Partnerships - The Partnership owns limited
-----------------------------------
partnership interests in three operating limited partnerships with
ownership interests, as of December 31, 1997, varying from 14.058% to 95%.
The Partnership is using the equity method to account for its investments
in those limited partnerships. The operating limited partnerships are not
being consolidated because control of those limited partnerships is under
the general partner. On May 25, 1993, the Partnership's investment in the
Germano Partnership was diluted from a 96% interest to an effective 14.058%
interest. The Company is using the equity method to account for its
investment in the Germano Partnership due to its continued influence in the
partnership.
Public Offering Expenses - These expenses have been recorded as a direct
------------------------
reduction to the capital accounts of the limited partners.
Income Taxes - No provision has been made for income taxes in the
------------
accompanying financial statements since such taxes, if any, are the
liability of the individual partners.
Estimates:
---------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
2. INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership owns partnership interests in the following limited
partnerships at December 31, 1997, each of which owns, and is operating a
multi-family residential rental project.
Percentage
Limited Partnerships Interest
-------------------- ------------
Germano Investment Limited Partnership (Germano LP) 99%
[an effective 14.058% in United - Germano -
Milligate Limited Partnership (Germano)]
United - Stinson Limited Partnership (Stinson) 95%
Coliseo Housing Partnership (Coliseo) 67.9%
F-8
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
2. INVESTMENTS IN LIMITED PARTNERSHIPS [CONTINUED]
The projects owned by the limited partnerships are regulated by the United
States Department of Housing and Urban Development (HUD) or a state agency
as to rent charges and operating methods. The regulatory agreements
require monthly payments to escrow funds to be used for replacement of
major items, and limit annual distributions to the owners to "surplus cash"
available at the end of each year. Undistributed amounts are cumulative
and may be distributed in subsequent years if future operations provide
"surplus cash" in excess of current requirements. The projects must
deposit all "surplus cash" in excess of the cumulative allowable
distributions into a residual receipts reserve. This reserve is under the
control of the mortgagee and disbursements must be approved by HUD or the
state agency.
As a limited partner, the Partnership is entitled to the percentage of
profits, losses, and low-income housing tax credits specified above and
varying lessor percentages of the proceeds from the sale or refinancing of
the projects of each limited partnership in which it has invested. The
balance of such items is generally allocated to the affiliated general
partners of the operating partnerships.
Germano - The project owned by Germano was purchased on December 30, 1988
-------
from a partnership whose general partner is related to the general partner
of Germano.
During 1992, the original general partner of Germano (an affiliate of the
general partners) withdrew as general partner and a new, unaffiliated
general partner, Chicago Community Development Corporation ("CCDC"), was
admitted as a substitute general partner. The former general partner had
its interest in Germano reduced so that CCDC could be admitted as a
partner. A request for TPA approval and an application for a Flex Loan
were prepared and submitted by CCDC.
In September, 1992, HUD ceased making the Section 8 rental assistance
payments due to Germano under its Housing Assistance Payments Contract
("HAP Contract") with HUD. As a result of this loss of revenue, Germano
defaulted on its payments under the Germano property mortgage. The
mortgage lender then assigned the mortgage to HUD, a preliminary action in
the process of foreclosing a HUD-insured mortgage.
In January, 1993, CCDC, Germano, the Germano-Millgate Tenants' Associa
tion, and a resident of the Germano Property initiated an action against
certain HUD officials in the United States District Court for the Northern
District of Illinois.
F-9
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
2. INVESTMENTS IN LIMITED PARTNERSHIPS [CONTINUED]
On February 12, 1993, the District Court ordered that the Secretary of
Housing and Urban Development and all of HUD's agents and officials (a) are
restrained from refusing to make the Section 8 payments due to the Germano
Partnership under the HAP Contract; (b) are restrained from fur ther
implementing the assignment of the mortgage or initiating or continuing any
foreclosure action; and (c) were ordered to make all neces sary
preparations to be in a position to close on the TPA and Flex Loan
applications of CCDC. The Germano Partnership was ordered to make its reg
ular monthly mortgage payments as they become due, but only to the extent
of any payments received from HUD under the HAP Contract.
On March 18, 1993, the court dismissed the action in anticipation of timely
HUD action to reinstate the HAP Contract and to process the TPA and Flex
Loan applications filed by CCDC.
On May 25, 1993 the FOURTH REVISED SIXTH AMENDMENT OF THE CERTIFICATE AND
AGREEMENT OF THE LIMITED PARTNERSHIP of United-Germano-Millgate Limited
Partnership, transferred all of the Partnership's rights, title, and its
96% interest in the Germano partnership for a 99% limited partnership
interest in a newly-formed partnership, Germano Investment Limited
Partnership [Germano LP]. The general partner of Germano LP is CCDC. The
sole asset of Germano LP is a 14.2% interest in the original Germano
Partnership. The ownership of the Germano partnership after the transfer
of interest was as follows: CCDC, a 1% general partner; Germano Investment
LP, a 14.2% limited partner; and CCDC, an 84.8% limited partner. HUD gave
preliminary approval to a Management Improvement and Operating (MIO) Plan
in conjunction with the transfer of ownership application which provided
for the admission of CCDC. The MIO Plan provided for a complete
rehabilitation of the project at a total cost of approximately $8.6 million
to be financed with $4,613,112 in borrowings from HUD's Flexible Subsidy
Program, $500,000 in borrowings from the Illinois Housing Development
Authority (IHDA), and the balance in owner contributions. On October 15,
1993, a new limited partner, Independence Tax Credit Plus II, L.P.
[Independence], was admitted to the Germano Partnership and received the
84.8% limited partnership interest held by CCDC for $4,588,600. The
rehabilitation of the project was completed during 1995.
Stinson - The Partnership became a partner in Stinson on November 1, 1988.
-------
Coliseo - The Partnership became a partner in Coliseo on August 31, 1989.
-------
The project is located on approximately 2.5 acres of land owned by and
leased from the Community Redevelopment Agency of the City of Los Angeles
(CRA). The Partnership has entered into a long-term lease agreement with
CRA, expiring May, 2040, with an option to extend the lease for an
additional 49 years. The lease provides for annual lease payments equal to
10% of "residual receipts" (defined as gross rental income less reasonable
operating costs and reserves and service on debt) increasing to 30% of
"residual receipts" after the loan from CRA has been paid in full. Lease
payments commence one year after the completion of construction. As of
December 31, 1997, total payments due to the CRA under the long-term lease
agreement totaled $32,612.
F-10
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
2. INVESTMENTS IN LIMITED PARTNERSHIPS [CONTINUED]
The Partnership has entered into a Disposition and Development Agreement
(DDA) with the CRA which imposes substantial restrictions on the
development, use, and operation of the property, and entitles the
Partnership to permanent subordinated loan financing from CRA. The DDA
provides that in the event the Partnership fails to meet its material
obligations, including its obligations to make scheduled lease and loan
payments, and to rent to qualified tenants, the CRA may terminate the lease
and take possession of the property. In the event the project is sold or
refinanced, the CRA is additionally entitled to 50% of net sale or
refinancing proceeds. It was originally intended for the Partnership to
have a 97% interest in Coliseo. However, due to insufficient funds
available to the Partnership, in 1990, the general partners located another
affiliated limited partnership to acquire a 29.1% interest in Coliseo.
As of December 31, 1997, Coliseo was in default of its loan agreement with
SAMCO, the mortgage holder, due to non-payment of the required replacement
reserve deposits totalling approximately $75,000. Management for Coliseo
obtained a waiver from SAMCO with respect to the default. In addition,
during 1996, the CRA performed a review to determine compliance with the
terms of the DDA. As a result of its review, management was changed from
TBG Management, a division of the Bedford Group, a general partner of
Coliseo, to an unrelated management agent. The CRA disagreed with the way
management had been calculating residual receipts payments relating to the
pay-down of the accrued interest on the second mortgage and whether an
amount was due for the long-term ground lease. The principal difference
between the CRA's calculation and management's calculation related to
whether interest on the partner loan was an allowable expense. The CRA
position was that the partner loan interest was not an allowable expense,
and, during 1996, it issued a Notice of Default and Election to Sell Under
Deed of Trust. On December 6, 1996, the CRA rescinded the Notice of
Default and Election to Sell Under the Deed of Trust; however, it did not
waive the requirement for payment due under the DDA. The CRA and
management are in the process of resolving the issue relating to the
payment of approximately $32,000 due under the long-term ground lease and
approximately $163,000 due relating to accrued interest.
F-11
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
2. INVESTMENTS IN LIMITED PARTNERSHIPS [CONTINUED]
The following is a summary of the investments in limited partnerships in
which the Partnership has an equity interest:
1 9 9 7 1 9 9 6 1 9 9 5
--------- --------- ---------
Balances, beginning of year $ 2,220,889 $ 3,064,807 $ 4,161,253
Partnership distributions
received -0- [ 25,000] [ 38,100]
Equity in net losses of
limited partnerships:
Net losses [ 922,003] [ 818,918] [1,058,346]
--------- --------- ---------
Balances, end of year $ 1,298,886 $ 2,220,889 $ 3,064,807
========= ========= ==========
Summarized balance sheets and statements of operations for the operating
limited partnerships in which the Partnership has an equity interest are
presented hereafter.
F-12
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
2. INVESTMENTS IN LIMITED PARTNERSHIPS [CONTINUED]
ASSETS
- ------
December 31, 1997
-----------------------------------------------------
Coliseo Stinson Germano Total
----------- ----------- ----------- -----------
Property and equipment, at cost:
Buildings, equipment,
and furnishings $16,220,858 $ 6,654,021 $17,962,717 $40,837,596
Less accumulated
depreciation 3,905,362 2,644,860 4,541,851 11,092,073
---------- --------- ---------- ----------
12,315,496 4,009,161 13,420,866 29,745,523
Land -0- 600,000 580,000 1,180,000
---------- --------- ---------- ----------
12,315,496 4,609,161 14,000,866 30,925,523
Cash 2,171 166,922 192,031 361,124
Restricted assets 95,612 698,059 262,496 1,056,167
Other assets 1,698,036 61,672 66,880 1,826,588
---------- --------- ---------- ----------
TOTAL $14,111,315 $ 5,535,814 $14,522,273 $34,169,402
========== ========= ========== ==========
LIABILITIES AND PARTNERS' EQUITY [DEFICIT]
- -----------------------------------------
LIABILITIES:
Mortgages payable $ 8,980,912 $ 5,288,548 $10,457,980 $24,727,440
Other liabilities 3,211,849 1,281,567 1,828,394 6,321,810
---------- --------- ---------- ----------
Total liabilities 12,192,761 6,570,115 12,286,374 31,049,250
---------- --------- ---------- ----------
PARTNERS' EQUITY [DEFICIT]:
General partners and
limited partners 1,918,554 [1,034,301] 2,235,899 3,120,152
---------- --------- ---------- ----------
Total partners' equity
[deficit] 1,918,554 [1,034,301] 2,235,899 3,120,152
---------- --------- ---------- ----------
TOTAL $14,111,315 $ 5,535,814 $14,522,273 $34,169,402
========== ========= ========== ==========
F-13
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
2. INVESTMENTS IN LIMITED PARTNERSHIPS [CONTINUED]
ASSETS
------
December 31, 1996
-----------------------------------------------------
Coliseo Stinson Germano Total
----------- ----------- ----------- -----------
Property and equipment, at cost:
Buildings, equipment,
and furnishings $16,219,298 $ 6,516,654 $17,773,241 $40,509,193
Less accumulated
depreciation 3,325,549 2,337,389 3,789,481 9,452,419
---------- --------- ---------- ----------
12,893,749 4,179,265 13,983,760 31,056,774
Land -0- 600,000 580,000 1,180,000
---------- --------- ---------- ----------
12,893,749 4,779,265 14,563,760 32,236,774
Cash 39,675 54,157 151,785 245,617
Restricted assets 78,166 754,915 244,367 1,077,448
Other assets 1,763,864 56,378 70,972 1,891,214
---------- --------- ---------- ----------
TOTAL $14,775,454 $ 5,644,715 $15,030,884 $35,451,053
========== ========= ========== ==========
LIABILITIES AND PARTNERS' EQUITY [DEFICIT]
-----------------------------------------
LIABILITIES:
Mortgages payable $ 9,022,768 $ 5,366,838 $10,618,998 $25,008,604
Other liabilities 2,649,517 1,076,367 1,439,104 5,164,988
---------- --------- ---------- ----------
Total liabilities 11,672,285 6,443,205 12,058,102 30,173,592
---------- --------- ---------- ----------
PARTNERS' EQUITY [DEFICIT]:
General partners and
limited partners 3,103,169 [ 798,490] 2,972,782 5,277,461
---------- --------- ---------- ----------
Total partners' equity
[deficit] 3,103,169 [ 798,490] 2,972,782 5,277,461
---------- --------- ---------- ----------
TOTAL $14,775,454 $ 5,644,715 $15,030,884 $35,451,053
========== ========= ========== ==========
F-14
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
2. INVESTMENTS IN LIMITED PARTNERSHIPS [CONTINUED]
Also, for financial statement purposes, when the carrying value of the
investment has been reduced to zero, the Partnership discontinues
recognizing its share of the limited partnership's losses.
The following is a schedule, by years, of the future maturities of the
mortgages payable of the operating limited partnerships:
Years Ending
December 31,
------------
1998 $ 303,711
1999 326,922
2000 351,918
2001 378,835
2002 407,822
Thereafter 22,958,232
----------
$24,727,440
==========
COMBINED STATEMENTS OF OPERATIONS
---------------------------------
December 31, 1997
---------------------------------------------------------
Coliseo Stinson Germano Total
------------ ------------ ------------ ------------
REVENUES:
Rental $ 788,964 $ 1,488,586 $ 2,105,742 $ 4,383,292
Other 1,904 58,352 23,914 84,170
--------- --------- --------- ---------
790,868 1,546,938 2,129,656 4,467,462
--------- --------- --------- ---------
EXPENSES:
Operating 592,727 939,058 1,749,503 3,281,288
Depreciation 579,813 307,471 752,370 1,639,654
Interest 802,943 536,220 464,666 1,803,829
--------- --------- --------- ---------
1,975,483 1,782,749 2,966,539 6,724,771
--------- --------- --------- ---------
NET LOSSES $[1,184,615] $[ 235,811] $[ 836,883] $[2,257,309]
========= ========= ========= =========
F-15
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
2. INVESTMENTS IN LIMITED PARTNERSHIPS [CONTINUED]
COMBINED STATEMENTS OF OPERATIONS [CONTINUED]
---------------------------------
December 31, 1996
---------------------------------------------------------
Coliseo Stinson Germano Total
------------ ------------ ------------ ------------
REVENUES:
Rental $ 869,172 $ 1,507,090 $ 1,965,730 $ 4,341,992
Other 1,387 64,062 10,156 75,605
--------- --------- --------- ---------
870,559 1,571,152 1,975,886 4,417,597
--------- --------- --------- ---------
EXPENSES:
Operating 539,627 968,327 1,463,774 2,971,728
Depreciation 580,958 332,238 741,128 1,654,324
Interest 814,069 740,499 456,699 2,011,267
--------- --------- --------- ---------
1,934,654 2,041,064 2,661,601 6,637,319
--------- --------- --------- ---------
NET LOSSES $[1,064,095] $[ 469,912] $[ 685,715] $[2,219,722]
========= ========= ========= =========
December 31, 1995
---------------------------------------------------------
Coliseo Stinson Germano Total
------------ ------------ ------------ ------------
REVENUES:
Rental $ 817,927 $ 1,482,388 $ 1,941,590 $ 4,241,905
Other 1,924 56,417 7,356 65,697
--------- --------- --------- ---------
819,851 1,538,805 1,948,946 4,307,602
--------- --------- --------- ---------
EXPENSES:
Operating 613,880 913,366 1,481,588 3,008,834
Depreciation 579,733 322,858 725,296 1,627,887
Interest 1,003,808 452,058 502,765 1,958,631
--------- --------- --------- ---------
2,197,421 1,688,282 2,709,649 6,595,352
--------- --------- --------- ---------
NET LOSSES $[1,377,570] $[ 149,477] $[ 760,703] $[2,287,750]
========= ========= ========= =========
F-16
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
2. INVESTMENTS IN LIMITED PARTNERSHIPS [CONTINUED]
COMBINED STATEMENTS OF OPERATIONS [CONTINUED]
---------------------------------
1 9 9 7 1 9 9 6 1 9 9 5
----------- ----------- -----------
Allocation of net losses:
General partners and
other limited partners $[1,111,286] $[ 954,387] $[1,103,437]
Limited partners (Partnership) [1,146,023] [1,265,335] [1,184,313]
--------- --------- ---------
$[2,257,309] $[2,219,722] $[2,287,750]
========= ========= =========
Partnership's share of net
losses $[1,146,023] $[1,265,335] $[1,184,313]
Losses in excess of basis for
Stinson 224,020 446,417 125,967
--------- --------- ---------
Equity in net losses of limited
partnerships recognized $[ 922,003] $[ 818,918] $[1,058,346]
========= ========= =========
3. RELATED PARTY TRANSACTIONS
Reimbursement of Offering, Selling, and Organizational Expenses - The
---------------------------------------------------------------
general partners and their affiliates were paid for their actual expenses
incurred in connection with the public offering and organization of the
operating partnerships. The general partners reimbursed the Partnership to
the extent that the combination of these expenses and dealer allowances
(which is paid to unaffiliated dealers) exceeded 15% of the gross proceeds.
The amount reimbursable to the Partnership and included in due from general
partner at December 31, 1997 and 1996, is $68,584 and $68,584,
respectively.
Due from Coliseo Housing Partnership:
------------------------------------
During the year ended December 31, 1997, the Partnership advanced Coliseo
$3,000 to cover operating costs. As of December 31, 1997 and 1996, $20,100
and $17,100, respectively, is receivable from Coliseo and is to be repaid
when funds are available.
F-17
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
3. RELATED PARTY TRANSACTIONS [CONTINUED]
Acquisition Fees, Development Fees and Real Estate Commissions - During the
--------------------------------------------------------------
year ended December 31, 1997, 1996 and 1995, Germano paid fees to an
unaffiliated general partner totaling $182,178, $25,000 and $882,209,
respectively, for development, construction management and professional
services relating to the Project's rehabilitation. In addition, the
unaffiliated general partner was paid $19,939 in 1995 for professional,
administration and processing fees relating to a property tax refund
collected by the Project in 1995. The amount of the fees equaled 25% of
the refund amount and was incurred pursuant to a 1992 contract with the
general partner executed prior to the date it became general partner.
Asset Management Fee - For services to be rendered to the operating
--------------------
partnerships, the affiliate general partners of the operating partnership
will generally receive an annual asset management fee equal to one-half of
one percent of the invested assets. This will be paid by the operating
partnerships solely from capital contributions or "surplus cash," as
defined in the regulatory agreement. No amounts were paid in 1997, 1996 or
1995.
General Contractor and Development Incentive Fees - During 1989
-------------------------------------------------
unaffiliated general partner of Coliseo earned approximately $958,000 for
serving as the general contractor for the project. This amount represented
the difference between the fixed contract price of $11,395,000 and the
amount of the actual cost of construction. Additionally, during 1989
another unaffiliated general partner of Coliseo received a general
contractor fee of $405,000 from Coliseo.
Other Project Fees - To the extent that annual project needs are satisfied,
------------------
the general partner of the operating partnerships is entitled to receive
additional annual fees, payable solely from capital contributions or
"surplus cash," in an amount determined by the general partner. To date,
no such fees have been charged to the limited partnerships.
Disposition Fees - The general partners and their affiliates are entitled
----------------
to disposition fees equal to the lesser of one-half of the competitive rate
or 3% of the gross sales proceeds of the projects or interests in the
operating partnerships. Payments of such fees will be made only after the
limited partners have been returned their capital contributions plus a
preferred return. Disposition fees and all other commissions payable to
unaffiliated and affiliated parties shall not, in the aggregate, exceed the
lesser of the competitive rate or 6% of the sales price. To date, no such
fees have been incurred.
F-18
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
3. RELATED PARTY TRANSACTIONS [CONTINUED]
Management Fees - An unaffiliated general partner of Coliseo received
---------------
project management fees of approximately $31,000 and $53,000 for 1996 and
1995, respectively.
During 1996, Stinson paid management fees of $25,000 to the general partner
of the Partnership.
4. INCOME TAXES
The following is a reconciliation between the net loss per the financial
statements and the net loss for federal income tax purposes:
1 9 9 7 1 9 9 6 1 9 9 5
--------- --------- ---------
Net loss, financial statement
basis $[ 938,503] $[ 833,693] $[1,037,274]
Share of equity in losses of
limited partnerships for tax
purposes not recognized for
financial statement purposes [ 302,857] [ 42,003] [ 186,461]
Share of equity in losses of
limited partnerships not
recognized for financial
statement purposes (Stinson) [ 224,020] [ 446,417] [ 125,967]
Other 7,501 [ 60] [ 48,796]
--------- --------- ---------
Net loss, federal income tax
basis $[1,457,879] $[1,322,173] $[1,398,498]
========= ========= =========
Allocation of tax basis net loss,
based on percentage interests:
General partners $[ 14,579] $[ 13,222] $[ 13,985]
Limited partners [1,443,300] [1,308,951] [1,384,513]
--------- --------- ---------
$[1,457,879] $[1,322,173] $[1,398,498]
========= ========= =========
F-19
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
4. INCOME TAXES [CONTINUED]
The following is a reconciliation between the partners' equity per the
financial statements and the partners' equity [deficit] for federal income
tax purposes:
1 9 9 7 1 9 9 6 1 9 9 5
--------- --------- ---------
Partners' equity, financial
statement basis $ 1,365,796 $ 2,304,299 $ 3,137,992
Cumulative public offering
expenses recognized as a
direct reduction to the
capital accounts of the
limited partners for finan-
cial statement purposes and
capitalized for tax purposes 1,804,888 1,804,888 1,804,888
Cumulative share of equity in
losses of limited partner-
ship not recognized for
financial statement purposes
[Stinson] [ 796,403] [ 572,383] [ 125,967]
Cumulative share of equity in
gains [losses] of limited
partnerships for tax purposes
not recognized for financial
statement purposes [ 585,784] [ 282,927] [ 240,923]
Other 24,868 17,367 17,427
--------- --------- ---------
Partners' equity, federal
income tax basis $ 1,813,365 $ 3,271,244 $ 4,593,417
========= ========= =========
Allocation of tax basis
partners' equity [deficit]:
General Partners $[ 97,243] $[ 82,664] $[ 69,443]
Limited partners 1,910,608 3,353,908 4,662,860
--------- --------- ---------
$ 1,813,365 $ 3,271,244 $ 4,593,417
========= ========= =========
F-20
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------
NOTES TO FINANCIAL STATEMENTS [CONTINUED]
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -----------------------------------------------------------------
5. CONTINGENCIES
On May 8, 1997, the United States filed an action against A. Bruce Rozet,
Associated Financial Corporation, certain members of the AFC Group, in the
United States District Court for the Northern District of California
charging that the defendants were wrongfully participating in the fees
earned by the management agent for several properties (not including any of
the properties invested in by the Partnership) and had not disclosed this
arrangement and, thus, were violating provisions of the applicable
regulatory agreements and other agreements governing the subject
properties. The Complaint did, however, allege that the defendants made
certain false claims regarding the condition of the Stinson Towers.
Defendants filed an answer on August 11, 1997, denying the material
allegations of the Complaint, and asserting various separate and additional
defenses.
The government filed an amended complaint on March 2, 1998, adding
additional defendants none of whom are part of the AFC Group and added a
claim that the defendants, including the new defendants, made false claims
in connection with the obtaining of insurance for various HUD-insured
properties. The defendants have filed answers to the First Amended
Complaint, again denying the material allegations of the Complaint and
asserting various separate and additional defenses. Both the government
and the AFC Group have recently filed motions for partial summary judgment.
While substantial document discovery has been completed, the defendants
intend to move to compel significant delivery from the government of
substantial additional documentation. Deposition discovery is in the early
stages. Given the defendants need to obtain significant additional
discovery, counsel can offer no opinion as to the outcome of the litigation
at this time.
At this time, the general partner does not believe that there will be any
material adverse affect to the Partnership and the operation of its
investments, much like the previous litigation with HUD described above.
F-21
[LETTERHEAD OF HABIF, AROGETI & WYNNE, P.C.]
INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTARY INFORMATION
To the Partners
AFC-Low Income Housing Credit Partners - I
Investment in Affordable Housing
In connection with our audits of the financial statements of AFC-LOW INCOME
HOUSING CREDIT PARTNERS - I INVESTMENT IN AFFORDABLE HOUSING referred to in our
report dated January 30, 1998, which is included in Part II of this Form 10-K,
we did not audit the financial statements of certain limited partnerships in
which the Partnership has an investment, the statements of which reflect total
assets of 42% as of December 31, 1997 and 1996, and total losses of 37%, 52%,
and 40% for the years ended December 31, 1997, 1996 and 1995, respectively, of
the combined totals of the limited partnerships. Such statements were audited
by other auditors, whose reports thereon have been furnished to us. Insofar as
the information presented on pages S-2 through S-6 as of December 31, 1997,
1996, and 1995, relates to these limited partnerships, our opinion is based
solely upon the reports of other auditors. In our opinion, based on our audits
and the reports of other auditors, the supplementary information present
fairly, in all material respects, the information required to be set forth
therein.
/S/ Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 30, 1998, except for Note 5 as to which the date is March 2, 1998
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING, A CALIFORNIA LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION OF
LIMITED PARTNERSHIPS IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
Costs Capitalized
Initial Cost To Subsequent
Operating Partnership To Acquisition
--------------------- ---------------------------
Buildings,
Type of Equipment, Carrying
Description/Location Property Encumbrances Land Furnishings Improvements Costs
- -------------------------- ---------- ------------ ---------- ----------- ---------------------------
Year Ended December 31, 1997
- ----------------------------
United-Germano-Millgate, L.P.,
Chicago, Illinois Apartments $10,457,980 $ 580,000 $ 7,671,072 $10,291,645 $ -0-
United-Stinson, L.P.,
Chester, Pennsylvania Apartments 5,288,548 600,000 5,643,571 1,010,450 -0-
Coliseo Housing Partnership
Los Angeles, California Apartments 8,980,912 -0- -0- 16,220,858 170,524
----------- ---------- ----------- ----------- --------
$24,727,440 $1,180,000 $13,314,643 $27,522,953 $170,524
=========== ========== =========== =========== ========
Year Ended December 31, 1996
- ----------------------------
United-Germano-Millgate, L.P.,
Chicago, Illinois Apartments $10,618,998 $ 580,000 $ 7,671,072 $10,102,169 $ -0-
United-Stinson, L.P.,
Chester, Pennsylvania Apartments 5,366,838 600,000 5,643,571 873,083 -0-
Coliseo Housing Partnership
Los Angeles, California Apartments 9,022,768 -0- -0- 16,219,298 170,524
----------- ---------- ----------- ----------- --------
$25,008,604 $1,180,000 $13,314,643 $27,194,550 $170,524
=========== ========== =========== =========== ========
Year Ended December 31, 1995
- ----------------------------
United-Germano-Millgate, L.P.,
Chicago, Illinois Apartments $10,939,539 $ 580,000 $ 7,671,072 $ 9,981,536 $ -0-
United-Stinson, L.P.,
Chester, Pennsylvania Apartments 5,439,437 600,000 5,643,571 737,482 -0-
Coliseo Housing Partnership
Los Angeles, California Apartments 9,061,224 -0- -0- 16,214,087 170,524
----------- ---------- ----------- ----------- --------
$25,440,200 $1,180,000 $13,314,643 $26,933,105 $170,524
=========== ========== =========== =========== ========
Gross Amount At Which Carried
At Close of Year
-------------------------------------
Life Upon
Which
Depreciation
In Latest
Buildings Income
Equipment, Statement is
Furnishings, Accumulated Date of Date Computed
Description/Location Land Construction Total Depreciation Construction Acquired [Years]
- -------------------------- ---------- ------------ ----------- ------------ ------------ -------- ------------
Year Ended December 31, 1997
- ----------------------------
United-Germano-Millgate, L.P.,
Chicago, Illinois $ 580,000 $17,962,717 $18,542,717 $ 4,541,851 1972 12/88 5 - 25
United-Stinson, L.P.,
Chester, Pennsylvania 600,000 6,654,021 7,254,021 2,644,860 1978 11/88 7 - 27.5
Coliseo Housing Partnership
Los Angeles, California -0- 16,220,858 16,220,858 3,905,362 1991 12/88 5 - 25
---------- ----------- ----------- -----------
$1,180,000 $40,837,596 $42,017,596 $11,092,073
========== =========== =========== ===========
Year Ended December 31, 1996
- ----------------------------
United-Germano-Millgate, L.P.,
Chicago, Illinois $ 580,000 $17,773,241 $18,353,241 $ 3,789,481 1972 12/88 5 - 25
United-Stinson, L.P.,
Chester, Pennsylvania 600,000 6,516,654 7,116,654 2,337,389 1978 11/88 7 - 27.5
Coliseo Housing Partnership
Los Angeles, California -0- 16,219,298 16,219,298 3,325,549 1991 12/88 5 - 25
---------- ----------- ----------- -----------
$1,180,000 $40,509,193 $41,689,193 $ 9,452,419
========== =========== =========== ===========
Year Ended December 31, 1995
- ----------------------------
United-Germano-Millgate, L.P.,
Chicago, Illinois $ 580,000 $17,652,608 $18,232,608 $ 3,048,353 1972 12/88 5 - 25
United-Stinson, L.P.,
Chester, Pennsylvania 600,000 6,381,053 6,981,053 2,005,151 1978 11/88 7 - 27.5
Coliseo Housing Partnership
Los Angeles, California -0- 16,214,087 16,214,087 2,744,591 1991 12/88 5 - 40
---------- ----------- ----------- -----------
$1,180,000 $40,247,748 $41,427,748 $ 7,798,095
========== =========== =========== ===========
See Auditors' Report on Supplementary Information and Accompanying Notes
S-2
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO REAL ESTATE AND ACCUMULATED
DEPRECIATION OF LIMITED PARTNERSHIPS IN WHICH THE PARTNERSHIP
HAS AN INVESTMENT
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1. Each limited partnership owns and operates a multi-family, HUD, or state
regulated residential housing project.
2. The aggregate cost of the land for federal income tax purposes at
December 31, 1997, 1996, and 1995 is $1,100,000, $1,100,000, and $1,100,000,
respectively, and the aggregate cost of buildings and improvements and
construction in progress for federal income tax purposes at December 31,
1997, 1996, and 1995 is $41,634,826, $41,306,425, and $41,230,677,
respectively. The total of the above mentioned items at December 31, 1997,
1996, and 1995 is $42,734,826, $42,406,425, and $42,330,677, respectively.
3. Investments in property and equipment:
Balance, December 31, 1994 $40,659,542
Additions during year:
Improvements 768,206
-----------
Balance, December 31, 1995 41,427,748
Additions during year:
Improvements 261,445
-----------
Balance, December 31, 1996 41,689,193
Additions during year:
Improvements 328,403
-----------
Balance, December 31, 1997 $42,017,596
===========
4. Accumulated depreciation:
Balance, December 31, 1994 $ 6,170,208
Depreciation charged to expense during the year 1,627,887
-----------
Balance, December 31, 1995 7,798,095
Depreciation charged to expense during the year 1,654,324
-----------
Balance, December 31, 1996 9,452,419
Depreciation charged to expense during the year 1,639,654
-----------
Balance, December 31, 1997 $11,092,073
===========
See Auditors' Report on Supplementary Information
S-3
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENT IN AFFORDABLE HOUSING, A CALIFORNIA LIMITED PARTNERSHIP
MORTGAGE LOANS ON REAL ESTATE OWNED BY
LIMITED PARTNERSHIPS IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
Final
Interest Maturity
Description Rate % Date
- ---------------------------- --------- -------------
Year Ended December 31, 1997
- ----------------------------
Mortgages assumed:
United - Germano - Millgate, L.P.
Chicago, Illinois 7.00% October, 2014
United Stinson, L.P.
Chester, Pennsylvania 7.84 July, 2018
New mortgages:
United Stinson, L.P.
Chester, Pennsylvania 9.45 October, 2003
Coliseo Housing Partnership
Los Angeles, California 8.50 July, 2021
Coliseo Housing Partnership
Los Angeles, California 9.45 April, 2032
Coliseo Housing Partnership
Los Angeles, California 8.50 July, 2021
United - Germano - Millgate, L.P.
Chicago, Illinois 6.53 October, 2014
Year Ended December 31, 1996
- ----------------------------
Mortgages assumed:
United - Germano - Millgate, L.P.
Chicago, Illinois 7.00% October, 2014
United Stinson, L.P.
Chester, Pennsylvania 7.84 July, 2018
New mortgages:
United Stinson, L.P.
Chester, Pennsylvania 9.45 October, 2003
Coliseo Housing Partnership
Los Angeles, California 8.50 July, 2021
Coliseo Housing Partnership
Los Angeles, California 9.45 April, 2032
Coliseo Housing Partnership
Los Angeles, California 8.50 July, 2021
United - Germano - Millgate, L.P.
Chicago, Illinois 6.53 October, 2014
Year Ended December 31, 1995
- ----------------------------
Mortgages assumed:
United - Germano - Millgate, L.P.
Chicago, Illinois 7.00% October, 2014
United Stinson, L.P.
Chester, Pennsylvania 7.84 July, 2018
New mortgages:
United Stinson, L.P.
Chester, Pennsylvania 9.45 October, 2003
Coliseo Housing Partnership
Los Angeles, California 8.50 July, 2021
Coliseo Housing Partnership
Los Angeles, California 9.45 April, 2032
Coliseo Housing Partnership
Los Angeles, California 8.50 July, 2021
United - Germano - Millgate, L.P.
Chicago, Illinois 6.53 October, 2014
Payments Monthly Original Face Carrying Principal Amount of
To Maturity Amount of Amount of Loans Subject to
Description (Net of Subsidy) Mortgage Mortgage Delinquent Principal
- ---------------------------- ---------------- ------------- ----------- --------------------
Year Ended December 31, 1997
- ----------------------------
Mortgages assumed:
United - Germano - Millgate, L.P.
Chicago, Illinois $16,226 $ 7,222,700 $ 5,344,868 $ -0-
United Stinson, L.P.
Chester, Pennsylvania 33,245 4,840,000 4,011,644 -0-
----------- --------
9,356,512 -0-
----------- --------
New mortgages:
United Stinson, L.P.
Chester, Pennsylvania 3,227 1,276,904 1,276,904 -0-
Coliseo Housing Partnership
Los Angeles, California 26,914 3,500,000 3,283,912 -0-
Coliseo Housing Partnership
Los Angeles, California -0- 3,954,000 3,954,000 -0-
Coliseo Housing Partnership
Los Angeles, California 13,403 1,743,000 1,743,000 -0-
United - Germano - Millgate, L.P.
Chicago, Illinois -0- 5,113,112 5,113,112 -0-
------- ----------- ----------- --------
15,370,928 -0-
----------- --------
$93,015 $27,649,716 $24,727,440 $ -0-
======= =========== =========== ========
Year Ended December 31, 1996
- ----------------------------
Mortgages assumed:
United - Germano - Millgate, L.P.
Chicago, Illinois $16,226 $ 7,222,700 $ 5,505,886 $ -0-
United Stinson, L.P.
Chester, Pennsylvania 33,245 4,840,000 4,089,934 -0-
----------- --------
9,595,820 -0-
----------- --------
New mortgages:
United Stinson, L.P.
Chester, Pennsylvania 3,227 1,276,904 1,276,904 -0-
Coliseo Housing Partnership
Los Angeles, California 26,914 3,500,000 3,325,768 -0-
Coliseo Housing Partnership
Los Angeles, California -0- 3,954,000 3,954,000 -0-
Coliseo Housing Partnership
Los Angeles, California 13,403 1,743,000 1,743,000 -0-
United - Germano - Millgate, L.P.
Chicago, Illinois -0- 5,113,112 5,113,112 -0-
------- ----------- ----------- --------
15,412,784 -0-
----------- --------
$93,015 $27,649,716 $25,008,604 $ -0-
======= =========== =========== ========
Year Ended December 31, 1995
- ----------------------------
Mortgages assumed:
United - Germano - Millgate, L.P.
Chicago, Illinois $16,226 $ 7,222,700 $ 5,826,427 $170,378
United Stinson, L.P.
Chester, Pennsylvania 33,245 4,840,000 4,162,533 -0-
----------- --------
9,988,960 170,378
----------- --------
New mortgages:
United Stinson, L.P.
Chester, Pennsylvania 3,227 1,276,904 1,276,904 -0-
Coliseo Housing Partnership
Los Angeles, California 26,914 3,500,000 3,364,224 -0-
Coliseo Housing Partnership
Los Angeles, California -0- 3,954,000 3,954,000 -0-
Coliseo Housing Partnership
Los Angeles, California 13,403 1,743,000 1,743,000 -0-
United - Germano - Millgate, L.P.
Chicago, Illinois -0- 5,113,112 5,113,112 -0-
------- ----------- ----------- --------
15,451,240 -0-
----------- --------
$93,015 $27,649,716 $25,440,200 $170,378
======= =========== =========== ========
See Auditors' Report on Supplementary Information
and Accompanying Notes
S-4
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENTS IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO MORTGAGE LOANS ON REAL ESTATE
OWNED BY LIMITED PARTNERSHIPS IN WHICH THE PARTNERSHIP
HAS AN INVESTMENT
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1. Each limited partnership in which the Partnership has an investment owns an
apartment project financed with a mortgage held by a government agency.
2. The total Federal income tax basis is the same as the carrying amounts in
Schedule IV.
3. Reconciliation of mortgages:
Balance, December 31, 1994 $25,760,712
Payments of principal during year [320,512]
-----------
Balance, December 31, 1995 25,440,200
Payments of principal during year [431,596]
-----------
Balance, December 31, 1996 25,008,604
Payments of principal during year [281,164]
-----------
Balance, December 31, 1997 $24,727,440
===========
4. The Coliseo mortgage in the original face amount of $3,954,000 is payable to
the Community Redevelopment Agency of the City of Los Angeles. It bears
interest at 9.45%, payable over 40 years. It is payable only out of 50% of
available "residual receipts." In the event there are not adequate "residual
receipts" to make principal and interest payments on the loan, unpaid amounts
will accrue for payment at maturity or upon a sale or refinancing of the
project, whichever occurs first. As of December 31, 1997, $163,065 is
currently due to the CRA for interest payments as defined. Accrued interest
at December 31, 1997, 1996, and 1995, totaled $2,438,469, $2,064,816, and
$1,690,140, respectively.
5. The Coliseo mortgage in the original face amount of $1,743,000 is payable to
the general partner of Coliseo. As of December 31, 1997, 1996 and 1995,
accrued interest totaled $524,345, $376,172 and $228,000, respectively.
6. The Stinson mortgage in the original face amount of $1,276,904 accrues
interest at 9.45% per annum, compounded annually. Stinson is required to
make interest payments on the note on an annual basis, equal to one-half of
the allowable distributions to the owners (maximum of $38,720 for the years
ended December 31, 1997, 1996, and 1995). The principal and unpaid interest
is payable October 27, 2003, or upon sale of the property. Accrued interest
at December 31, 1997, 1996, and 1995 totaled $1,217,170, $1,013,008 and
$852,770, respectively.
See Auditors' Report on Supplementary Information
S-5
AFC-LOW INCOME HOUSING CREDIT PARTNERS - I
INVESTMENTS IN AFFORDABLE HOUSING,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
OWNED BY LIMITED PARTNERSHIPS IN WHICH THE PARTNERSHIP
HAS AN INVESTMENT [CONTINUED]
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
7. The Germano mortgage payable of $5,113,112 includes proceeds from the HUD
Flexible Subsidy loan totaling $4,613,112 and $500,000 from the IHDA. Both
notes bear interest at an annual rate of 6.53% and specify that principal and
interest payments are to be made from residual receipts of the project. The
notes mature on the earlier of October 1, 2014 or the date the project is
sold. No payments were made in 1997, 1996 and 1995, as there were no
"residual receipts." Accrued interest at December 31, 1997, 1996 and 1995
totaled $1,498,329, $1,097,278, and $665,589, respectively.
See Auditors' Report on Supplementary Information
S-6