FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE OF 1934
For fiscal year ended December 31, 2002
Commission File Number 33-19316
QUALIFIED HOUSING PARTNERS LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
State of Formation: North Carolina
I.R.S. Employee Identification No.: 56-1589469
Address of Principal Executive Offices
c/o Frederick Investment Corporation
4700 Homewood Court, Suite 220
Raleigh, North Carolina 27609
Registrant's Telephone Number, Including Area Code
(919) 787-4243
Securities registered pursuant to Section 12(b) of the Act:
Units of Limited Partnership Interests.
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period the registrant has
been required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or informations
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act.). Yes No X
As of December 31, 2002, there were 8,673 units of limited partnership
interests in registrant outstanding, $1,000 per unit, and the aggregate value
of such units was $8,673,000. Of such units, 8,653 having an aggregate value
of $8,653,000, were held by limited partners deemed by the registrant to be
non-affiliates.
PART I
Item 1. Business
The Partnership
The Partnership is a North Carolina limited partnership formed in December,
1987, and will end on December 31, 2038, unless terminated sooner under the
provisions of its Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"). A copy of the Partnership Agreement is Exhibit A to
the Prospectus that is part of the Registration Statement on Form S-11, Number
33-19316 and effective May 20, 1988, the final form of which was filed on May
20, 1988 pursuant to Rule 424(b). The Partnership was formed to invest in
multi-family rental housing properties (the "Properties") qualifying for Low
Income Housing Tax Credits and, in certain circumstances, the Rehabilitation
Tax Credit, which may be applied against the federal income tax liabilities of
the Partnership's limited partners (the "Limited Partners"). Each of the
Properties is owned and operated by a limited partnership (an "Operating
Partnership") of which the Partnership is a limited partner. The Partnership
currently has no employees.
General Partners and Affiliates
The General Partners of the Partnership are Frederick Investment Corporation,
a North Carolina corporation (the "Managing General Partner"), and George F.
Marshall (the "Class A General Partner"). The business address of the General
Partners is the same as that of the Partnership.
Management of the Partnership
The Managing General Partner has authority for the overall management and
control of the Partnership and has responsibility for supervising the
Partnership's selection of, and investment in, Operating Partnerships.
Generally, subject to applicable governmental approvals, the Managing General
Partner is a general partner of each Operating Partnership, but management of
the Operating Partnerships is vested in the other general partners of the
Operating Partnerships (the "Local General Partners"). The Partnership has
limited voting rights with respect to each Operating Partnership and the
Managing General Partner may take management control of an Operating
Partnership under certain circumstances.
Partnership Objectives
In making investments, the Partnerships' primary objectives are to (i)
preserve and protect the Limited Partners' capital; (ii) generate tax benefits
primarily consisting of Tax Credits that the Limited Partners may use to
offset tax liabilities on income from other sources, and (iii) recognize
appreciation in the value of the Partnership's investments through cash
distributions resulting from sales or refinancings of the Partnership's
properties.
An objective of the Partnership is to invest in Operating Partnerships with a
view to generating Tax Credits and Cash Available for Distribution annually
averaging 14% to 16% of each Limited Partner's investment over ten of the
first twelve years of the Partnership, assuming, among other things, (a) the
applicability of current tax laws and regulations and the continuation of
current interpretations of such laws and regulations by the courts, (b) the
Properties of such Operating Partnerships are occupied at least 80% by
qualifying tenants beginning in the period from 1988 through 1989 and
throughout the succeeding 15 years, (c) the inclusion of all construction and
development related costs (excluding land acquisition costs) and of certain
fees and expenses in each Operating Partnership's tax basis in its Property
for purposes of calculating Tax Credits, and (d) interests in Operating
Partnerships can be acquired for amounts varying between 17% and 23% of the
permanent mortgage financing anticipated to be incurred by such Operating
Partnerships. Low Income Housing Tax Credits are not available for a Property
until the Property has been placed in service and its apartment units are
occupied by tenants qualifying under applicable tax regulations (the
"Qualifying Tenants").
The Offering
The Partnership's public offering of up to 25,000 units of limited partnership
interests (the "Units") at $1,000 per Unit (the "Offering") commenced May 20,
1988 and terminated on August 25, 1989. The Partnership sold 3,123 and 5,550
units during 1989 and 1988, respectively. Net of offering costs aggregating
$879,000, capital of $7,794,000 was generated from the public offering of
limited partnership Units.
Partnership Business
The Partnership invested the net proceeds of the Offering after payment of
offering costs and certain fees and expenses in Operating Partnerships owning
existing Properties, or Properties being constructed or rehabilitated, that
are eligible for Tax Credits. Each of these Properties receives direct
government assistance (such as rental assistance and mortgage subsidies under
various federal, state or local programs). The Operating Partnerships are
responsible for construction, rehabilitation, and management of the
Properties. The Properties are located primarily in the Mid-Atlantic and
Southeastern regions of the United States.
By investing its funds in Operating Partnerships owning Properties, the
Partnership is providing its Limited Partners with Tax Credits that, subject
to certain limitations, may be used to reduce federal income tax liability
over a ten-year period. Additional investment return, if any, will consist of
small cash distributions on an annual basis and proceeds realized on
disposition of one or more of the Properties or one or more of the
Partnership's interests in Operating Partnerships. Furthermore, Limited
Partners with sufficient passive income may utilize passive losses that may be
generated by the Partnership's investments to reduce such passive income.
As of December 31, 2002, the Partnership had invested in twenty-seven
Operating Partnerships. The Partnership does not intend to invest in any more
Operating Partnerships.
Item 2. Properties
As of December 31, 2002, Qualified Housing Partners Limited Partnership had
invested in twenty-seven Operating Partnerships owning Properties that qualify
for the Low Income Housing Tax Credit.
A summary of those investments is as follows:
Cape Fear Apartments
Lillington, NC
24 units
Placed in service in January, 1988
Acquired by QHP in November, 1988
QHP contributed $164,350
Total Acquisition Cost of $1,016,932
Myrtle Grove
Myrtle, MS
24 unitsPlaced in service in November, 1988
Acquired by QHP in November, 1988
QHP contributed $204,500
Total Acquisition Cost of $971,648
Holly Estates
Holly Springs, MS
24 units
Placed in service in November, 1988
Acquired by QHP in November, 1988
QHP contributed $190,140
Total Acquisition Cost of $954,947
Parkland Apartments
Eden, NC
40 units
Placed in service in June, 1988
Acquired by QHP in November, 1988
QHP contributed $335,504
Total Acquisition Cost of $1,731,922
Southgate Apartments
Reidsville, NC
32 units
Placed in service in June, 1987
Acquired by QHP in November, 1988
QHP contributed $188,828
Total Acquisition Cost of $1,368,146
Glen Cove Apartments
Dumas, AR
20 units
Placed in service in March, 1988
Acquired by QHP in November, 1988
QHP contributed $110,687
Total Acquisition Cost of $739,967
Tuscarora Acres
Port Royal, PA
17 units
Placed in service in July, 1988
Acquired by QHP in November, 1988
QHP contributed $132,639
Total Acquisition Cost of $840,226
Forest Oaks Apartments
Albemarle, NC
32 units
Placed in service in April, 1989
Acquired by QHP in November, 1988
QHP contributed $295,465
Total Acquisition Cost of $1,511,920
Fayette Acres
McAlisterville, PA
10 units
Placed in service in November, 1988
Acquired by QHP in December, 1988
QHP contributed $84,456
Total Acquisition Cost of $497,130
Silverleaf Apartments
Haskell, OK
24 units
Placed in service in November, 1988
Acquired by QHP in January, 1989
QHP contributed $128,515
Total Acquisition Cost of $756,331
Carthage Heights II
Carthage, TX
40 units
Placed in service in September, 1988
Acquired by QHP in January, 1989
QHP contributed $184,400
Total Acquisition Cost of $1,131,195
North Street Manor
Mifflintown, PA
30 units
Placed in service in June, 1989
Acquired by QHP in December, 1988
QHP contributed $272,059
Total Acquisition Cost of $1,510,791
Baldwyn Estates
Baldwyn, MS
24 units
Placed in service in April, 1988
Acquired by QHP in January, 1989
QHP contributed $154,605
Total Acquisition Cost of $877,380
Gainesville Gardens
Gainesville, TX
40 units
Placed in service in February, 1989
Acquired by QHP in February, 1989
QHP contributed $176,200
Total Acquisition Cost of $1,104,265
Rayne Villas
Rayne, LA
32 units
Placed in service in February, 1989
Acquired by QHP in February, 1989
QHP contributed $218,079
Total Acquisition Cost of $1,327,135
Mountain View Villas
Mountain View, AR
27 units
Placed in service in December, 1988
Acquired by QHP in February, 1989
QHP contributed $188,761
Total Acquisition Cost of $1,098,968
Royal Hills, Phase II
Front Royal, VA
42 units
Placed in service in April, 1989
Acquired by QHP in March, 1989
QHP contributed $283,147
Total Acquisition Cost of $1,792,813
Dimmitt Senior Citizens Housing
Dimmitt, TX
24 units
Placed in service in May, 1989
Acquired by QHP in March, 1989
QHP contributed $131,229
Total Acquisition Cost of $748,689
Timber Ridge Apartments
Rockingham, NC
32 units
Placed in service in November, 1989
Acquired by QHP in April, 1989
QHP contributed $275,750
Total Acquisition Cost of $1,496,399
Village Green Apartments
Decatur, IN
30 units
Placed in service in November, 1989
Acquired by QHP in November, 1989
QHP contributed $169,600
Total Acquisition Cost of $1,108,658
Cedar Creek Apartments, Phase II
Middletown, VA
42 units
Placed in service in February, 1989
Acquired by QHP in February, 1989
QHP contributed $318,146
Total Acquisition Cost of $1,804,154
Booneville Manor
Booneville, MS
24 units
Placed in service in June, 1989
Acquired by QHP in March, 1989
QHP contributed $152,375
Total Acquisition Cost of $861,843
Northwood Apartments
Irvine, KY
24 units
Placed in service in May, 1989
Acquired by QHP in April, 1989
QHP contributed $161,070
Total Acquisition Cost of $972,314
Bloomfield Senior Apartments
Bloomfield, IN
24 units
Placed in service in May, 1989
Acquired by QHP in September, 1989
QHP contributed $141,300
Total Acquisition Cost of $857,287
Tschudi Court
Amory, MS
48 units
Placed in service in December, 1989
Acquired by QHP in December, 1989
QHP contributed $296,063
Total Acquisition Cost of $1,757,150
Woodstock Village, Phase II
Woodstock, VA
42 units
Placed in service in April, 1989
Acquired by QHP in March, 1989
QHP contributed $319,254
Total Acquisition Cost of $1,829,220
Litton Apartments
Nashville, TN
162 units
Placed in service in May, 1989
Acquired by QHP in August, 1989
QHP contributed $1,642,846
Total Acquisition Cost of $6,177,010
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders'
Matters
a. Market Information
The Partnership Agreement provides that no Unit may be sold or otherwise
transferred on or through an established securities market, secondary market,
or the substantial equivalent of a secondary market, within the meaning of
Section 7704 of the Internal Revenue Code, and otherwise provides substantial
restrictions upon transferability of a Unit. Thus, there is no market for the
Units.
b. Holders
As of December 31, 2002, the Partnership had 645 Limited Partners and two
General Partners.
c. Dividends
The Partnership does not pay dividends. Generally, Profits, Losses and Tax
Credits of the Partnership (as defined in the Partnership Agreement) are
allocated 99% to the Limited Partners and 1% to the General Partners. Cash
Available for Distribution (as defined in the Partnership Agreement) is
generally distributed according to the same percentages.
Item 6. Selected Financial Data
At December 31, 2002, 2001, 2000, 1999 and 1998 and for the years then ended:
CONSOLIDATED FINANCIAL CONDITION
2002 2001 2000 1999 1998
Total Assets $27,955,438 $28,855,351 $29,432,085 $30,069,507 $30,941,141
Total
Liabilities $25,838,616 $26,249,559 $26,286,077 $26,604,161 $26,902,378
Partners' Capital
General Partners (71,482) (66,634) (61,774) (58,622) (52,938)
Limited Partners $486,833 $966,811 $1,447,971 $1,760,066 $2,322,799
CONSOLIDATED RESULTS OF OPERATIONS
Rental Income $3,958,881 $3,899,681 $3,849,364 $3,728,140 $3,665,154
Rental Expense 4,328,413 4,271,165 4,044,435 4,179,773 4,135,607
Loss from Rental
Activities (369,532) (371,484) (195,071) (451,633) (470,453)
Interest Income 271 493 374 414 599
Other Expenses (119,297) (118,781) (122,520) (121,758) (129,917)
Minority Interests
In Losses of
Subsidary Operating
Partnerships 3,732 3,752 1,970 4,560 4,752
Net Loss ($484,826) ($486,020) ($315,247) ($568,417) ($595,019)
NET LOSS PER LIMITED
PARTNERSHIP UNIT ($55.34) ($55.48) ($35.98) ($64.88) ($67.92)
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
Net of the Subsidiary Operating Partnerships, QHP held approximately $7,400 in
cash and liquid investments at December 31, 2002. These assets will be held
as working capital. The only source of cash for QHP is annual cash
distributions from the Subsidiary Operating Partnerships. Anticipated
receipts for 2003 total approximately $47,000. Administrative expenses of QHP
other than the Partnership Management Fee are expected to total $35,000 in
2003. The annual Partnership Management Fee equals $84,562. The General
Partners, or one of their affiliates, will either defer a portion of their
Partnership Management Fee or advance the Partnership sufficient funds to
cover the shortfall in 2003. If advanced, interest will accrue at the prime
rate charged from time to time at First Union National Bank of North Carolina.
The loan plus interest will be repayable within one year of the advance. In
previous years, the General Partners have deferred a portion of their fees.
The balance owed as of December 31, 2002 is $337,756.
Of the 27 Operating Partnerships, 15 distributed cash to QHP during 2002
totaling $67,000. QHP utilized its working capital to pay $32,000 of the
Partnership Management Fee and to pay all other expenses of the Partnership.
RESULTS OF OPERATIONS
Income for 2002 increased slightly as a result of rent increases received by
several of the properties. Maintenance expenses continue to increase as the
properties age. Large maintenance items include painting, re-carpeting,
heating and air conditioning repairs, and new siding on some of the
properties. Other Expenses increased this year because of rising insurance
costs. Other variances were a result of normal business fluctuations.
Occupancy of the 934 apartment units at December 31, 2002, increased from a
total of 848 units on December 31, 2001 to 852 units one year later. The
weighted average occupancy rate for 2002 was approximately 91%. Consistent
with 2001, at December 31, 2002, seven (7) properties had average occupancies
of less than 90%.
The 24-unit property located in Dimmitt, Texas, representing approximately
2.5% of QHP's assets, continues to have vacancy problems as a result of a
diminishing rental market. The weighted average occupancy for 2002 was 68%,
up slightly from 63% in the prior year. In 2002, Rural Development granted
the property a second rent increase to help offset the vacancy loss. As a
result of this increase and the one received in 2001, the property was able to
cover the majority of its expenses, including all but approximately $1,600 of
its property tax bill. A workout plan will be developed for the remainder.
Because the rent increase was not effective until October 2002, the full
benefit will not be realized until calendar year 2003. To further assist the
property, QHP has given approval to management to rent two (2) apartment units
to tenants who do not qualify under the tax credit regulations which will
bring total occupancy to 75%. This will cause tax credit recapture in 2003,
amounting to less than $5.00 per minimum $5,000 investment.
CONTRACTUAL OBLIGATIONS
PAYMENTS DUE BY PERIOD
1 to 3 Years 4 to 5 Years After 5 Years
Long-Term Debt $721,721 $255,770 $23,600,242
For further descriptions of the Company's obligations, see Footnote D to the
Financial Statements.
RELATED PARTY TRANSACTIONS
Details of related party transactions can be found in Note F to the
consolidated financial statements.
TAX CREDIT
One of the Partnership's primary investment objectives has been to generate
tax benefits through Low Income Housing Tax Credits. The Tax Credits were
available over a ten-year period beginning in the year the properties were
placed in service, or at the option of QHP, one year later. The ten-year
credit period for all 27 properties expired by early 2000. However, pursuant
to IRS Code Section 42, a small number of apartment units are generating tax
credits over a fifteen-year period rather than ten years. This will produce
an insignificant amount of tax credits through 2003.
FUTURE OUTLOOK
It is unlikely that the properties owned by the Subsidiary Operating
Partnerships will be sold in the foreseeable future. Although the ten-year tax
credit period has expired, the Subsidiary Operating Partnerships are required
to maintain the properties as tax credit qualified rentals for 15 years (the
"Compliance Period"). Future sale of one or all of the 27 properties relies
on factors such as the economy, local real estate market conditions and tax
laws. No market exists for these properties at this time.
CRITICAL ACCOUNTING POLICIES
A critical accounting policy is one that is both very important to the
portrayal of the Partnership's financial condition and results, and requires
management's most difficult, subjective or complex judgments. What makes
these judgments difficult, subjective and/or complex is the need to make
estimates about the effects of matters that are inherently uncertain. QHP has
no critical accounting policies.
FORWARD-LOOKING INFORMATION
This Annual Report to partners contains certain forward-looking statements
consisting of estimates and assumptions with respect to cash distributions
from the Subsidiary Operating Partnerships, administrative and other expenses
and other business of QHP that are subject to various factors which could
cause actual results to differ materially from these estimates and
assumptions. Factors which could influence these estimates and assumptions
primarily include changes in the multi-family rental housing market in the
local markets in which the Subsidiary Operating Partnerships operate.
Item 8. Financial Statements and Supplementary Information
CONSOLIDATED BALANCE SHEETS
December 31, 2002 and 2001
ASSETS 2002 2001
RENTAL PROPERTIES
Land $ 1,326,402 $ 1,326,402
Buildings 34,654,470 34,375,952
Furniture and Fixtures 2,147,070 2,054,878
Construction in Progress -- 209,471
38,127,942 37,966,703
Accumulated Depreciation (12,590,134) (11,740,067)
25,537,808 26,226,636
CASH 211,526 327,416
OTHER ASSETS 2,206,104 2,301,299
$27,955,438 $28,855,351
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES APPLICABLE TO RENTAL PROPERTIES $24,578,133 $25,038,280
OTHER LIABILITIES 1,260,483 1,211,279
TOTAL LIABILITIES 25,838,616 26,249,559
MINORITY INTERESTS IN SUBSIDIARY
OPERATING PARTNERSHIPS 1,701,471 1,705,615
PARTNERS' CAPITAL 415,351 900,177
$27,955,438 $28,855,351
*See accompanying notes.
CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
Years Ended December 31, 2002, 2001 and 2000
2002 2001 2000
RENTAL INCOME $3,958,881 $3,899,681 $3,849,364
RENTAL EXPENSES
Interest 624,189 656,164 701,982
Depreciation 875,977 891,714 955,896
Repairs and Maintenance 1,063,844 1,009,162 850,265
Utilities 386,878 371,246 368,870
Real Estate Taxes 370,143 360,856 243,502
Management Fees 428,651 445,422 429,020
Other 578,731 536,601 494,900
4,328,413 4,271,165 4,044,435
LOSS FROM RENTAL ACTIVITIES (369,532) (371,484) (195,071)
OTHER INCOME (EXPENSES)
Interest Income 271 493 374
Management Fees (84,562) (84,562) (84,562)
Administrative Costs (34,735) (34,219) (37,958)
LOSS BEFORE DEDUCTING MINORITY
INTERESTS IN LOSSES OF
SUBSIDIARY OPERATING PARTNERSHIPS (488,558) (489,772) (317,217)
MINORITY INTERESTS IN LOSSES OF
SUBSIDIARY OPERATING PARTNERSHIPS 3,732 3,752 1,970
NET LOSS $(484,826) $(486,020) $(315,247)
NET LOSS ALLOCATED TO GENERAL PARTNERS $ (4,848) $ (4,860) $ (3,152)
NET LOSS ALLOCATED TO LIMITED PARTNERS (479,978) (481,160) (312,095)
NET LOSS $(484,826) $(486,020) $(315,247)
NET LOSS PER LIMITED PARTNERSHIP UNIT $ (55.34) $ (55.48) $ (35.98)
AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS OUTSTANDING 8,673 8,673 8,673
*See accompanying notes.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
Years Ended December 31, 2002, 2001, and 2000
General Limited
Partners Partners Total
PARTNERS' CAPITAL, January 1, 2000 (58,622) 1,760,066 1,701,444
Net Loss (3,152) (312,095) (315,247)
PARTNERS' CAPITAL, December 31, 2000 (61,774) 1,447,971 1,386,197
Net Loss (4,860) (481,160) (486,020)
PARTNERS' CAPTIAL, December 31, 2001 $(66,634) $ 966,811 $ 900,177
Net Loss (4,848) (479,978) (484,826)
PARTNERS' CAPTIAL, December 31, 2002 $(71,482) $ 486,833 $ 415,351
*See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(484,826) $(486,020) $(315,247)
Adjustments to Reconcile Net Loss to Net
Cash Provided By Operating Activities
Depreciation 875,977 891,714 955,896
Minority Interests in Losses of
Subsidiary Operating Partnership (3,732) (3,752) (1,970)
Change in Assets and Liabilities
(Increase) Decrease in Other Assets 95,195 (73,507) (104,603)
Increase in Other Liabilities 49,204 105,634 56,941
NET CASH PROVIDED BY OPERATING
ACITIVITES 531,818 434,069 591,017
CASH FLOWS FROM INVESTING ACTIVITIES
Redemption of Investments -- -- 6,505
Purchases of Rental Properties (187,149) (274,677) (119,910)
NET CASH USED BY INVESTING ACTIVITIES (187,149) (274,677) (113,405)
CASH FLOWS FROM FINANCING ACTIVITES
Net Cash Contribution from Minority
Investors -- 23,879 --
Net Cash Distribution from Minority
Investors (412) (50,444) (2,121)
Proceeds From Long-Term Borrowing -- 246,186 --
Principal Payments on Long-Term
Borrowings (460,147) (412,217) (375,025)
NET CASH USED BY FINANCING ACTIVITIES (460,559) (192,596) (377,146)
NET INCREASE(DECREASE) IN CASH (115,890) (33,204) 100,466
CASH, BEGINNING 327,416 360,620 260,154
CASH, ENDING $ 211,526 $ 327,416 $ 360,620
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During the Year for Interest $ 624,576 $ 660,749 $ 699,667
*See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2002, 2001 and 2000
Note A Organization
Qualified Housing Partners Limited Partnership ("QHP" or the "Partnership")
was formed under the laws of the State of North Carolina on December 22, 1987.
One unit of limited partnership interest (a "Unit") was issued for $1,000 to
the original Limited Partner and $1,000 was contributed for the General
Partners' continuing interest. The Partnership commenced operations in 1988.
The Partnership was formed for the purpose of investing in multi-family rental
housing properties qualifying for the Low Income Housing Tax Credit and, in
certain circumstances, the Rehabilitation Tax Credit, which tax credits may be
applied against the federal income tax liabilities of the Partnership's
partners. The Partnership's investment is in the form of limited partnership
interests in limited partnerships (the "Subsidiary Operating Partnerships")
which own the rental properties. Frederick Investment Corporation, a North
Carolina corporation (the "Managing General Partner"), and George F. Marshall
are the general partners (the "General Partners") of the Partnership.
Subsidiary Operating Partnerships, which receive either rental assistance or
mortgage subsidies from governmental agencies, are subject to regulations
restricting their ability to distribute significant cash flow to the
Partnership. Therefore, it is not anticipated that the Operating Partnerships
will distribute significant amounts of cash to the Partnership. The
Partnership is generally entitled to between 75% and 98.99% of the
distributable cash flow of the Operating Partnerships in which it invests.
The Partnership Agreement provides that profits, losses and tax credits of the
Partnership generally will be allocated 99% to the Limited Partners and 1% to
the General Partners. A complete description of the provisions of the
Partnership Agreement governing allocations of profits, losses, tax credits,
cash flows and other items to the partners is included in the public offering
prospectus dated May 20, 1988, the supplements thereto dated October 18, 1988
and December 23, 1988, and the amendment thereto dated August 25, 1989.
As more fully discussed in Note C, the Partnership acquired interests in
twenty-seven Operating Partnerships during 1988 and 1989. No additional
Operating Partnership interests were acquired subsequent to 1989.
Note B Summary of Significant Accounting Policies
PRINCIPLES OF CONSOLIDATION
The Partnership owns 98.99% limited partnership interests in twenty-six
Subsidiary Operating Partnerships and a 94.99% limited partnership interest in
one Subsidiary Operating Partnership. The consolidated financial statements
include the accounts of Qualified Housing Partners Limited Partnership and
those twenty-seven majority-owned Subsidiary Partnerships. The Partnership's
minority interests on the consolidated balance sheets includes the minority
owned interests related to its twenty-seven subsidiaries. All significant
intercompany transactions and balances have been eliminated in consolidation.
RENTAL PROPERTIES
Rental properties are recorded at their respective costs to the Partnership,
which costs include certain fees paid to an outside party for consulting with
the Managing General Partner in its selection of the Partnership's investments
in Subsidiary Operating Partnerships. Depreciation is determined by the
straight-line method over the estimated useful lives of the rental properties.
Estimated useful lives are 25 to 50 years for buildings and 10 to 12 years for
furniture and fixtures. The costs of major improvements are capitalized while
the costs of ordinary maintenance and repairs are charged to expense as
incurred. When properties are sold or retired, their costs and the related
accumulated depreciation will be removed from the accounts and the gain or
loss reflected in income. The Partnership periodically reviews long-lived
assets for impairment, when indicators of impairment exist, and an impairment
loss will be recognized if the value of assets is impaired.
REVENUE RECOGNITION
Revenues from rents are recognized for residential units as they accrue.
Advance receipts of rental income will be deferred until earned. All leases
between the operating partnerships and tenants are operating leases.
INCOME TAXES
No provision has been made for federal or state income taxes because income,
gains, losses and credits of the Partnership are reportable by the partners
under the partnership form of organization.
RECENT ACCOUNTING PRONOUNCEMENTS
On June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires that
obligations associated with the retirement of tangible long-lived assets be
recorded as a liability when those obligations are incurred, with the amount
of liability initially measured at fair value. SFAS No. 143 is effective for
financial statements for fiscal years beginning after June 15, 2002. The
application of this statement is not expected to have a material impact on the
Partnership's financial statements.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. This standard
provides guidance for differentiating between long-lived assets to be held and
used, long-lived assets to be disposed of other than by sale and long-lived
assets to be disposed of by sale. SFAS No. 144 supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and/or Long-Lived Assets to
Be Disposed Of. SFAS No. 144 also amends APB Opinion No. 30, Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions. The Partnership adopted this statement January 1, 2002.
Adoption of SFAS No. 144 did not have a significant effect on the
Partnership's financial statements.
OTHER ASSETS
Other Assets at December 31, 2002 and 2001 consist of the following:
2002 2001
Accounts Receivable $ 124,472 $ 117,529
Prepayments and Deferred Charges 100,158 87,391
Restricted Cash Consisting Principally of
Reserves, Tenant Deposits and Certain
Escrow Balances of Operating Partnerships 1,981,474 2,096,379
$2,206,104 $2,301,299
NET LOSS PER LIMITED PARTNERSHIP UNIT
Net loss per Limited Partnership Unit is based upon the net loss allocated to
the limited partners and is computed using the weighted average number of
Units outstanding of 8,673 Units.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of income and expenses during the reporting period. Actual results could
differ from those estimates.
Note C Operating Partnerships
Commencing on the date of the initial closing of the public offering, the
Partnership began acquiring majority ownership interests in Subsidiary
Operating Partnerships in transactions accounted for as purchases. The
Partnership completed the acquisition of the 27 Subsidiary Operating
Partnerships in August, 1989. Since the acquisitions occurred either during
or within a short period after the completion of the development or
rehabilitation phase of each Subsidiary Operating Partnership, the fair values
of net assets of the Subsidiary Operating Partnerships approximated historical
costs. The Subsidiary Operating Partnerships generally allocate 98.99% of
income or loss and tax credits, and from 75% to 98.99% of distributable cash
to the Partnership.
Note D Liabilities Applicable to Rental Properties
Liabilities applicable to rental properties consist of
the following at December 31, 2002 and 2001:
2002 2001
Rural Development financed mortgage loans to
Subsidiary Operating Partnerships
collateralized by deeds of trust on the rental
properties and assignments of all rents, profits
and income of the respective Subsidiary Operating
Partnerships. Loans are payable in various
monthly amounts which include interest at stated
rates of 8.5% and 9.5%. The effective rate of
interest on each mortgage loan is reduced by
interest subsidies to 1% as long as the
respective Subsidiary Operating Partnership
remains in compliance with the provisions of
the mortgage loan agreement....................$24,164,042 $24,249,349
Conventional mortgage loan with an interest
rate of 10% amortized over 149 months.......... 414,091 788,931
$25,038,280 $25,038,280
The estimated future maturities of mortgage loan obligations as of December
31, 2002 are as follows:
2003 $ 507,482
2004 102,261
2005 111,978
2006 122,647
2007 133,123
Thereafter 23,600,642
$24,578,133
Note E Fair Value of Financial Instruments
The carrying amounts reflected in the consolidated balance sheets for cash and
restricted cash approximate their respective fair values because of the short
maturities of these instruments. Management believes it is not practicable to
estimate the fair value of liabilities applicable to rental properties, which
consist primarily of Rural Development financed mortgage loans, because
programs with similar characteristics are not currently available.
Note F Related Party Transactions
The accompanying consolidated financial statements reflect transactions
between the Partnership and its General Partners or their affiliates and
between the various Subsidiary Operating Partnerships and their general
partners. Frederick Investment Corporation, the Managing General Partner of
QHP, is a general or special limited partner in each of the Subsidiary
Operating Partnerships. Each Subsidiary Operating Partnership also has one or
more other general partners (the "Local General Partners"). Following is a
summary of related party transactions for 2002, 2001 and 2000:
QHP General General Partners of
Partners Operating Partnerships
2002 or Affiliates or Affiliates
ITEMS PAID OR PAYABLE BY QHP
Management Fees $ 84,562 $ --
Reimbursable Operating Expenses 21,685 --
ITEMS PAID OR PAYABLE BY
SUBSIDIARY PARTNERSHIPS
Property Management/Service Fees -- $ 391,161
$ 106,247 $ 391,161
PAYABLE BALANCES AT DECEMBER 31
By QHP $ 337,756 --
By Subsidiary Partnerships -- $ 325,886
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
2001
ITEMS PAID OR PAYABLE BY QHP
Management Fees $ 84,562 $ --
Reimbursable Operating Expenses 21,449 --
ITEMS PAID OR PAYABLE BY
SUBSIDIARY PARTNERSHIPS
Property Management/Service Fees -- $ 405,813
$ 106,011 $ 405,813
PAYABLE BALANCES AT DECEMBER 31
By QHP $ 283,926 --
By Subsidiary Partnerships -- $ 318,467
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
2000
ITEMS PAID OR PAYABLE BY QHP
Management Fees $ 84,562 $ --
Reimbursable Operating Expenses 26,284 --
ITEMS PAID OR PAYABLE BY
SUBSIDIARY PARTNERSHIPS
Property Management/Service Fees -- $ 380,918
$ 110,846 $ 380,918
PAYABLE BALANCES AT DECEMBER 31
By QHP $ 232,748 --
By Subsidiary Partnerships -- $ 295,159
Most of the rental properties were constructed or rehabilitated by the
respective Local General Partner(s) or affiliated entities. Pursuant to the
operating partnership agreements, the Local General Partner must lend the
Subsidiary Operating Partnership funds sufficient to establish a working
capital reserve equal to 2% of the project's development costs and such
additional operating loans as needed. At December 31, 2002, 2001, and 2000
such loans in the amount of $295,233, $296,433, and $271,354 respectively,
were included in Other Liabilities.
Note G Income Taxes
The Managing General Partner believes the Partnership is a partnership for
federal income tax purposes. Accordingly, no provision has been made for
federal or state income taxes because income, gains, deductions, losses and
credits of the Partnership are reportable by the partners under the
partnership form of organization. The following is a reconciliation of loss
before deducting minority interest in Subsidiary Operating Partnerships for
financial reporting purposes to loss allocated to QHP's limited partners for
federal income tax purposes:
2002 2001 2000
Loss Before Deducting Minority Interest
In Subsidiary Partnerships $ 488,558 $ 489,772 $ 317,217
Excess of Depreciation for Federal Income
Tax Purposes over Depreciation for
Financial Reporting Purposes 473,438 431,101 360,076
Other Differences (80,159) (8,676) (22,897)
Combined Losses for Federal Income Tax
Purposes of QHP and its Subsidiary
Partnerships 881,837 912,197 654,396
Loss Allocated to the General Partners of
QHP and its Subsidiary Partnerships, Net (16,446) (17,060) (11,866)
Loss Allocated to QHP's Limited Partners for
Federal Income Tax Purposes $ 865,391 $ 895,137 $ 642,530
At December 31, 2002 and 2001, the Partnership's reported net assets exceeded
their tax base by approximately $6,300,000 and $5,800,000, respectively.
Note H Selected Quarterly Financial Data (unaudited)
1st Qtr 2002 2nd Qtr 2002 3rd Qtr 2002 4th Qtr 2002
Rental Income $990,330 $985,306 $991,804 $991,441
Loss From Rental
Activities (86,731) (121,173) (69,997) (91,631)
Net Loss (126,065) (146,816) (95,263) (116,682)
Net Loss per Limited
Partnership Unit ($14.39) ($16.76) ($10.87) ($13.32)
1st Qtr 2001 2nd Qtr 2001 3rd Qtr 2001 4th Qtr 2001
Rental Income $964,789 $970,317 $1,001,817 $962,758
Loss From Rental
Activities (87,039) (55,354) (16,322) (212,769)
Net Loss (127,420) (81,706) (42,728) (234,166)
Net Loss per Limited
Partnership Unit ($14.54) ($9.33) ($4.88) ($26.73)
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Managing General Partner, Frederick Investment Corporation ("FIC"), is
responsible for managing the Partnership and its operations. It was
incorporated in North Carolina in 1976 and its executive officers are George F.
Marshall (who is also the Class A General Partner), Jenny C. Petri and Hoyt S.
(Brad) Bradshaw, Jr. Mr. Marshall, age 63, is the President and Director of
FIC. He graduated from Washington and Lee University, and received an M.B.A.
from the University of North Carolina at Chapel Hill.
Ms. Petri, age 44, has been an employee of FIC since 1981 and since 1984 has
served as its Vice President/General Manager and Director. She is also the
Executive Vice President and Director of One Management, Inc. Ms. Petri is a
1981 graduate of the University of North Carolina at Chapel Hill, with a B.S.
degree in Business Administration.
Mr. Bradshaw, age 44, has served as its Assistant Secretary since 1993 and as
Director since 1998. He is also the Controller, Secretary and Director of One
Management, Inc. Mr. Bradshaw is a 1982 graduate of the University of North
Carolina at Chapel Hill, with a B.S. degree in Business Administration with
emphasis in Accounting.
One Management, Inc. was incorporated in 1991 and is involved primarily in
rendering services in connection with real estate development and management.
Beginning in 1993, it provided the administrative support needed by FIC in the
performance of its duties as Managing General Partner.
Item 11. Executive Compensation
The General Partners are entitled to receive reimbursement of Organization and
Offering Expenses, Acquisition Expenses, Development Expenses and expenses and
costs advanced by them, or either of them, and payment of Development Fees and
a Partnership Management Fee, all as provided for and defined in the
Partnership Agreement. A copy of the Partnership Agreement is Exhibit A to
the Prospectus that is part of the Registration Statement on Form S-11, Number
33-19316 and effective May 20, 1988, the final form of which was filed on May
20, 1988 pursuant to Rule 424(b).
ITEMS PAID OR PAYABLE BY THE PARTNERSHIP IN 2002
Management fees..........$84,562
During 2002, the Partnership's Managing General Partner incurred various
reimbursable operating expenses aggregating approximately $21,500 on behalf of
the Partnership.
Item 12. Security Ownership of Certain Beneficial Owners and Management
No person is known to the registrant to beneficially own more than five
percent (5%) of the Units.
The Class A General Partner, who is also President and a Director of the
Managing General Partner, owns 20 units (0.2% of units outstanding) at
December 31, 2002. No other executive officer or director of the Managing
General Partner owns any Units.
Item 13. Certain Relationships and Related Transactions
See Items 1 and 11 above which are incorporated herein by reference.
Item 14. Controls and Procedures
Within the 90 days prior to the date of this report, the Partnership carried
out an evaluation under the supervision and with the participation of the
Partnership's management, including the Partnership's Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation
of the Partnership's disclosure controls and procedures pursuant to Securities
Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Partnership's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Partnership required to be included in
the Partnership's periodic SEC Filings. There were no significant changes in
the Partnership's internal controls or in other factors that could
significantly affect these controls subsequent to the date of their
evaluation.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C.ss.1350)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C.ss.1350), the undersigned, George F. Marshall,
Chief Executive Officer of Qualified Housing Partners
Limited Partnership, a North Carolina limited partnership,
does hereby certify, to his knowledge, that:
The Annual Report on Form 10-K for the year ended
December 31, 2002 of the Partnership (the "Report")
fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and
the information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.
Date: March 28, 2003 By: /s/ George F. Marshall
George F. Marshall
General Partner
(Chief Executive Officer)
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C.ss.1350)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C.ss.1350), the undersigned, Jenny C. Petri,
Chief Financial Officer of Qualified Housing Partners
Limited Partnership, a North Carolina limited partnership,
does hereby certify, to her knowledge, that:
The Annual Report on Form 10-K for the year ended
December 31, 2002 of the Partnership (the "Report")
fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and
the information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.
FREDERICK INVESTMENT CORPORATION
Date: March 28, 2003 By: /s/ Jenny C. Petri
Jenny C. Petri, Vice President
(Chief Financial Officer)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Section 302 Certification
I, George F. Marshall, certify that:
I have reviewed this annual report on Form 10-K of Qualified
Housing Partners Limited Partnership, a North Carolina limited
partnership (the "registrant");
Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;
Based on my knowledge, the financial statements, and other
financial information included in this annual report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;
The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, is made known to us by others within
those entities, particularly during the period in
which this annual report is being prepared;
evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
presented in this annual report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
all significant deficiencies in the design or
operation of internal controls which could
adversely affect the registrant's ability to
record, process, summarize and report financial
data and have identified for the registrant's
auditors any material weaknesses in internal
controls; and
any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: March 28, 2003 By: /s/ George F. Marshall
George F. Marshall, General Partner
Principal Executive Officer
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Section 302 Certification
I, Jenny C. Petri, certify that:
I have reviewed this annual report on Form 10-K of Qualified
Housing Partners Limited Partnership, a North Carolina limited
partnership (the "registrant");
Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;
Based on my knowledge, the financial statements, and other
financial information included in this annual report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;
The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, is made known to us by others within
those entities, particularly during the period in
which this annual report is being prepared;
evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
presented in this annual report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
all significant deficiencies in the design or
operation of internal controls which could
adversely affect the registrant's ability to
record, process, summarize and report financial
data and have identified for the registrant's
auditors any material weaknesses in internal
controls; and
any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
FREDERICK INVESTMENT CORPORATION
Date: March 28, 2003 By: /s/ Jenny C. Petri
Jenny C. Petri, Vice President
(Principal Financial Officer)
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
a. Consolidated Financial Statements
See Item 8 above which is incorporated herein by reference.
b. Independent Auditors' Report
To the Partners
Qualified Housing Partners Limited Partnership
Raleigh, North Carolina
We have audited the accompanying consolidated balance sheets of Qualified
Housing Partners Limited Partnership and subsidiary operating partnerships
as of December 31, 2002 and 2001 and the related consolidated statements of
income and expenses, partners' capital, and cash flows for each of the
years in the three-year period ended December 31, 2002. These consolidated
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Qualified Housing Partners Limited Partnership and subsidiary operating
partnerships as of December 31, 2002 and 2001, and the results of their
operations and their cash flows for each of the years in the three-year
period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.
DIXON ODOM PLLC
High Point, North Carolina
March 12, 2003
c. Financial Statement Schedules
All financial statement schedules are omitted because the required information
is either not applicable, is immaterial, or is included in the consolidated
financial statements of the Partnership and the notes thereto.
d. Exhibits
None.
e. Reports on Form 8-K
The Partnership filed no report Form 8-K in 2002.