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, 2003
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 information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
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 June 30, 2003, 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, 2003, 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, 2003, 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 units
Placed 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, 2003, the Partnership had 405 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, 2003, 2002, 2001, 2000 and 1999 and for the years then ended:
CONSOLIDATED FINANCIAL CONDITION
2003 2002 2001 2000 1999
Total Assets $27,145,011 $27,955,438 $28,855,351 $29,432,085 $30,069,507
Total
Liabilities $25,395,945 $25,838,616 $26,249,559 $26,286,077 $26,604,161
Partners' Capital
General Partners (75,126) (71,482) (66,634) (61,774) (58,622)
Limited Partners $126,116 $486,833 $966,811 $1,447,971 $1,760,066
CONSOLIDATED RESULTS OF OPERATIONS
Rental Income $4,122,924 $3,958,881 $3,899,681 $3,849,364 $3,728,140
Rental Expense 4,415,653 4,328,413 4,271,165 4,044,435 4,179,773
Loss from Rental
Activities (292,729) (369,532) (371,484) (195,071) (451,633)
Interest Income 71 271 493 374 414
Other Expenses (74,660) (119,297) (118,781) (122,520) (121,758)
Minority Interests
In Losses of
Subsidary Operating
Partnerships 2,957 3,732 3,752 1,970 4,560
Net Loss ($364,361) ($484,826) ($486,020) ($315,247) ($568,417)
NET LOSS PER LIMITED
PARTNERSHIP UNIT ($41.59) ($55.34) ($55.48) ($35.98) ($64.88)
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 $5,800 in
cash and liquid investments at December 31, 2003. 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 2004 total approximately $67,000. Administrative expenses of QHP
other than the Partnership Management Fee are expected to total $40,000 in
2004. 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 2004. If advanced, interest will accrue at the prime
rate charged from time to time at Wachovia 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, 2003 is $390,794.
Of the 27 Operating Partnerships, 16 distributed cash to QHP during 2003
totaling $70,000. QHP utilized its working capital to pay $29,000 of the
Partnership Management Fee and to pay all other expenses of the Partnership.
RESULTS OF OPERATIONS
Income for 2003 increased as a result of rent increases received by fifteen of
the twenty-seven properties. Maintenance expenses continue to increase as the
properties age. Significant maintenance expenditures include painting, re-
carpeting, heating and air conditioning repairs, and new siding on some of the
properties. Other Expenses continue to increase because of rising costs of
property liability insurance. Other variances were a result of normal
business fluctuations.
Occupancy of the 934 apartment units at December 31, 2003, decreased from a
total of 852 units on December 31, 2002 to 831 units one year later. The
weighted average occupancy rate for 2003 was approximately 91%. At December
31, 2002, nine (9) properties had average occupancies of less than 90%, an
increase of two properties over the same period in 2002.
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. As of December 31, the property had a 50% vacancy
rate. The property has not paid its 2003 property taxes. The local
management will attempt to negotiate a payment plan with the taxing authority.
However, if occupancy does not increase, it is doubtful the property will be
able to cover the payments.
CONTRACTUAL OBLIGATIONS
PAYMENTS DUE BY PERIOD
1 to 3 Years 4 to 5 Years After 5 Years
Long-Term Debt $336,637 $281,077 $23,452,899
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 has produced
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.
OFF-BALANCE SHEET ARRANGEMENTS
As part of our ongoing business, we do not participate in transactions that
generate relationships with unconsolidated entities or financial partnerships,
such as entities often referred to as special purpose entities (SPEs), which
generally are established for the purpose of facilitating off-balance sheet
arrangements or other contractually narrow or limited purposes. As of
December 31, 2003, we are not involved in any unconsolidated SPE transactions.
Item 8. Financial Statements and Supplementary Information
CONSOLIDATED BALANCE SHEETS
December 31, 2003 and 2002
ASSETS 2003 2002
RENTAL PROPERTIES
Land $ 1,326,402 $ 1,326,402
Buildings 34,757,798 34,654,470
Furniture and Fixtures 2,352,006 2,147,070
38,436,206 38,127,942
Accumulated Depreciation (13,484,052) (12,590,134)
24,952,154 25,537,808
CASH 305,114 211,526
OTHER ASSETS 1,887,743 2,206,104
$27,145,011 $27,955,438
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES APPLICABLE TO RENTAL PROPERTIES $24,070,613 $24,578,133
OTHER LIABILITIES 1,325,332 1,260,483
TOTAL LIABILITIES 25,395,945 25,838,616
MINORITY INTERESTS IN SUBSIDIARY
OPERATING PARTNERSHIPS 1,698,076 1,701,471
PARTNERS' CAPITAL 50,990 415,351
$27,145,011 $27,955,438
*See accompanying notes.
CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
RENTAL INCOME $4,122,924 $3,958,881 $3,899,681
RENTAL EXPENSES
Interest 568,067 624,189 656,164
Depreciation 896,558 875,977 891,714
Repairs and Maintenance 1,106,730 1,063,844 1,009,162
Utilities 361,469 386,878 371,246
Real Estate Taxes 378,000 370,143 360,856
Management Fees 469,008 428,651 445,422
Other 635,821 578,731 536,601
4,415,653 4,328,413 4,271,165
LOSS FROM RENTAL ACTIVITIES (292,729) (369,532) (371,484)
OTHER INCOME (EXPENSES)
Interest Income 71 271 493
Management Fees (29,000) (84,562) (84,562)
Administrative Costs (45,660) (34,735) (34,219)
LOSS BEFORE DEDUCTING MINORITY
INTERESTS IN LOSSES OF
SUBSIDIARY OPERATING PARTNERSHIPS (367,318) (488,558) (489,772)
MINORITY INTERESTS IN LOSSES OF
SUBSIDIARY OPERATING PARTNERSHIPS 2,957 3,732 3,752
NET LOSS $(364,361) $(484,826) $(486,020)
NET LOSS ALLOCATED TO GENERAL PARTNERS $ (3,644) $ (4,848) $ (4,860)
NET LOSS ALLOCATED TO LIMITED PARTNERS (360,717) (479,978) (481,160)
NET LOSS $(364,361) $(484,826) $(486,020)
NET LOSS PER LIMITED PARTNERSHIP UNIT $ (41.59) $ (55.34) $ (55.48)
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, 2003, 2002, and 2001
General Limited
Partners Partners Total
PARTNERS' CAPITAL, January 1, 2001 $(61,774) 1,447,971 1,386,197
Net Loss (4,860) (481,160) (486,020)
PARTNERS' CAPITAL, 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
Net Loss (3,644) (360,717) (364,361)
PARTNERS' CAPTIAL, December 31, 2003 $(75,126) $ 126,116 $ 50,990
*See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(364,361) $(484,826) $(486,020)
Adjustments to Reconcile Net Loss to Net
Cash Provided By Operating Activities
Depreciation 896,558 875,977 891,714
Minority Interests in Losses of
Subsidiary Operating Partnership (2,957) (3,732) (3,752)
Change in Assets and Liabilities
(Increase) Decrease in Other Assets 318,361 95,195 (73,507)
Increase in Other Liabilities 64,849 49,204 105,634
NET CASH PROVIDED BY OPERATING
ACITIVITES 912,450 531,818 434,069
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Rental Properties (310,904) (187,149) (274,677)
NET CASH USED BY INVESTING ACTIVITIES (310,904) (187,149) (274,677)
CASH FLOWS FROM FINANCING ACTIVITES
Net Cash Contribution from Minority
Investors -- -- 23,879
Net Cash Distribution from Minority
Investors (438) (412) (50,444)
Proceeds From Long-Term Borrowing -- -- 246,186
Principal Payments on Long-Term
Borrowings (507,520) (460,147) (412,217)
NET CASH USED BY FINANCING ACTIVITIES (507,958) (460,559) (192,596)
NET INCREASE (DECREASE) IN CASH 93,588 (115,890) (33,204)
CASH, BEGINNING 211,526 327,416 360,620
CASH, ENDING $ 305,114 $ 211,526 $ 327,416
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During the Year for Interest $ 573,717 $ 624,576 $ 660,749
*See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002 and 2001
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")
that 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 May 2003, the Financial Accounting Standards Board (FASB) issued SFAS No.
150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity. This Statement establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). This Statement is effective for financial
instruments entered into or modified by the Company after May 31, 2003, and is
effective at the beginning of the first interim period beginning after June
15, 2003. However, the FASB has deferred indefinitely the classification and
measurement provisions as they related to certain mandatorily redeemable
noncontrolling interest. The adoption of Statement 150 did not have a
material impact on the consolidated financial statements.
OTHER ASSETS
Other Assets at December 31, 2003 and 2002 consist of the following:
2003 2002
Accounts Receivable $ 137,020 $ 124,472
Prepayments and Deferred Charges 115,967 100,158
Restricted Cash Consisting Principally of
Reserves, Tenant Deposits and Certain
Escrow Balances of Operating Partnerships 1,634,756 1,981,474
$1,887,743 $2,206,104
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, 2003 and 2002:
2003 2002
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....................$24,070,613 $24,164,042
Conventional mortgage loan with an interest
rate of 10% amortized over 149 months.......... -- 414,091
$24,070,613 $24,578,133
The estimated future maturities of mortgage loan obligations as of December
31, 2002 are as follows:
2004 102,177
2005 111,901
2006 122,559
2007 134,163
2008 146,914
Thereafter 23,452,899
$24,070,613
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 2003, 2002 and 2001:
QHP General General Partners of
Partners Operating Partnerships
2003 or Affiliates or Affiliates
ITEMS PAID OR PAYABLE BY QHP
Management Fees $ 29,000 $ --
Reimbursable Operating Expenses 28,097 --
ITEMS PAID OR PAYABLE BY
SUBSIDIARY PARTNERSHIPS
Property Management/Service Fees -- $ 434,004
$ 57,097 $ 434,004
PAYABLE BALANCES AT DECEMBER 31
By QHP $ 340,146 --
By Subsidiary Partnerships -- $ 329,711
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
2002
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 26,449 --
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
The Partnership pays annual management fees to a related party for services
performed. The annual management fee under the Partnership Management fee
agreement has historically been $84,562. Payment of the management fee in any
given year is contingent upon QHP's cash flows, which are derived from the
annual cash flow of the properties and any future sale of those properties.
Most of the properties are located in small rural towns and do not currently
have a market for sale. Additionally, the governmental program under which
the properties were constructed strictly limits the distribution of annual
cash flow. Therefore, as of January 1, 2003, QHP began expensing only the
portion of the fee that will be paid in a given year. The maximum amount
payable under this management fee arrangement as of December 31, 2003 is
$390,794, of which $340,146 is accrued in the consolidated financial
statements.
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, 2003, 2002, and 2001
such loans in the amount of $295,233, $295,233 and $296,433 respectively, were
included in Other Liabilities.
QHP's tax credits have been exhausted, and most investors have no remaining
tax benefits. In November, the general partners offered an exit strategy,
whereby many investors could divest and obtain a one-time tax benefit. As of
December 31, 2003, 240 investors owning 3,344 units have assigned their
interest to one of the general partners (unaudited).
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:
2003 2002 2001
Loss Before Deducting Minority Interest
In Subsidiary Partnerships $ 367,318 $ 488,558 $ 489,772
Excess of Depreciation for Federal Income
Tax Purposes over Depreciation for
Financial Reporting Purposes 520,272 473,438 431,101
Other Differences (23,209) (80,159) (8,676)
Combined Losses for Federal Income Tax
Purposes of QHP and its Subsidiary
Partnerships 864,381 881,837 912,197
Loss Allocated to the General Partners of
QHP and its Subsidiary Partnerships, Net (16,541) (16,446) (17,060)
Loss Allocated to QHP's Limited Partners for
Federal Income Tax Purposes $ 847,840 $ 865,391 $ 895,137
At December 31, 2003 and 2002, the Partnership's reported net assets exceeded
their tax base by approximately $6,800,000 and $6,300,000, respectively.
Note H Selected Quarterly Financial Data (unaudited)
1st Qtr 2003 2nd Qtr 2003 3rd Qtr 2003 4th Qtr 2003
Rental Income $1,028,514 $1,056,493 $1,039,605 $998,312
Loss From Rental
Activities (64,057) (97,167) (58,625) (72,881)
Net Loss (105,804) (123,752) (87,893) (46,912)
Net Loss per Limited
Partnership Unit ($12.08) ($14.13) ($10.03) ($5.35)
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) (69,667) (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)
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
Item 9A: Controls and Procedures
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
as of December 31, 2003, pursuant to Securities Exchange Act
Rule 13a-15(e). 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 during the most recent
fiscal quarter.
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 64 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 45 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 45 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.
Code of Ethics
The Partnership has adopted the Code of Ethics of the Managing General
Partner, Frederick Investment Corporation. This Code of Ethics is designed to
ensure that the general partners of the Partnership, and any of their
directors, executive officers, and employees, meet the highest standards of
ethical conduct. The Code of Ethics requires that the general partners of the
Partnership, and any of their directors, executive officers, and employees,
avoid conflicts of interest, comply with all laws and other legal
requirements, conduct business in an honest and ethical manner and otherwise
act with integrity and in our best interest. Under the terms of the Code of
Ethics, the general partners of the Partnership, and any of their directors,
executive officers, and employees, are required to report any conduct that
they believe in good faith to be an actual or apparent violation of the Code
of Ethics.
As a mechanism to encourage compliance with the Code of Ethics, the
Partnership has adopted a policy regarding the method of receiving, retaining
and treating complaints received regarding accounting, internal accounting
controls or auditing matters. This policy ensures that concerns may be
submitted in good faith regarding questionable accounting or auditing matters
in a confidential and anonymous manner without fear of dismissal or
retaliation of any kind.
The Code of Ethics is posted in the workroom of FIC's corporate office, and
can also be provided, free of charge, by contacting Ramona Logan, Asset
Manager, (919) 787-4243.
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 2003
Management fees..........$84,562
During 2003, the Partnership's Managing General Partner incurred various
reimbursable operating expenses aggregating approximately $28,097 on behalf of
the Partnership.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The Class A General Partner, who is also President and a Director of the
Managing General Partner, owned 20 units (0.2% of units outstanding) at
December 30, 2003. Effective 11:59pm on December 31, 2003, 240 partners
transferred 3,344 units to the Class A General Partner. Therefore, the Class
A General Partner owns 3,364 units (38.78% of units outstanding) at December
31, 2003. No other executive officer or director of the Managing General
Partner owns any Units.
Amount and
Name and Address Nature of
Title of of Beneficial Beneficial Percent
Class Owner Ownership of Class
Limited George F. Marshall 3,364 Units 38.78%
Partner 4700 Homewood Court
Suite 220
Raleigh, NC 27609
Item 13. Certain Relationships and Related Transactions
See Items 1 and 11 above which are incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The Managing General Partner has selected Dixon Hughes, PLLC, to continue as
independent auditors to audit the financial statements of the Partnership for
the year ended December 31, 2003.
Audit Fees
Fees for audit services totaled approximately $26,450 in 2003 and
approximately $24,025 in 2002, including fees associated with the annual
audit, the reviews of the Partnership's quarterly reports on Form 10-Q and
audits of some of the Subsidiary Operating Partnerships.
Audit-Related Fees
There are no aggregate fees billed in either of the last two fiscal years for
assurance and related services provided by the principal accountant that are
reasonably related to the performance of the audit or review of the
registrant's financial statements and are not reported under Item 9(e)(1) of
Schedule 14A.
Tax Fees
Fees for preparing tax returns are incorporated in the audit fees. No further
fees were billed for tax services.
All Other Fees
There have been no aggregate fees billed in either of the last two fiscal
years for products and services provided by the principal accountant other
than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A.
Pre-Approval Policies and Procedures
The Managing General Partner has adopted a policy that requires advance
approval of all audit, audit-related, tax services, and other services
performed by the independent auditor. The policy provides for pre-approval by
the Audit Committee of specifically defined audit and non-audit services.
Unless the specific service has been previously pre-approved with respect to
that year, the Managing General Partner must approve the permitted service
before the independent auditor is engaged to perform it. Any member of the
Managing General Partner is authorized to approve permitted services.
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, 2003 and 2002 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, 2003. 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, 2003 and 2002, and the results of their
operations and their cash flows for each of the years in the three-year
period ended December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America.
/s/ DIXON HUGHES PLLC
Raleigh, North Carolina
March 5, 2004
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
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Rule 13a-14(a)/15d-14(a) 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 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
report;
Based on my knowledge, the financial statements, and other
financial information included in this 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 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-15(e) and
15d-15(e)) for the registrant and have:
designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period
in which this report is being prepared;
evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over
financial reporting;
The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, 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 and material weaknesses in
the design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and
report financial information; and
any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls over financial
reporting.
Date: March 30, 2004 By: /s/ George F. Marshall
George F. Marshall, General Partner
Chief Executive Officer
EXHIBIT 31.2
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 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
report;
Based on my knowledge, the financial statements, and other
financial information included in this 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 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-15(e) and
15d-15(e)) for the registrant and have:
designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period
in which this report is being prepared;
evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over
financial reporting;
The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, 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 and material weaknesses in
the design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and
report financial information; and
any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls over financial
reporting.
FREDERICK INVESTMENT CORPORATION
Date: March 30, 2004 By: /s/ Jenny C. Petri
Jenny C. Petri, Vice President
(Chief Financial Officer)
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule
15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of
Chapter 63 of Title 18 of the United Stated Code
(18 U.S.C. 1350)
Pursuant to Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule
15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of
Chapter 63 of Title 18 of the United Stated Code
(18 U.S.C. 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 period ended
December 31, 2003 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 30, 2004 By: /s/ George F. Marshall
George F. Marshall
General Partner
(Chief Executive Officer)
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule
15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of
Chapter 63 of Title 18 of the United Stated Code
(18 U.S.C. 1350)
Pursuant to Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule
15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of
Chapter 63 of Title 18 of the United Stated Code
(18 U.S.C. 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 period ended
December 31, 2003 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 30, 2004 By: /s/ Jenny C. Petri
Jenny C. Petri, Vice President
(Chief Financial Officer)
e. Reports on Form 8-K
The Partnership filed no report Form 8-K in 2003.