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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2002

Commission file number    33-18756


ASSISTED HOUSING FUND L.P. I
(Exact name of registrant as specified in its charter)

Washington
(State of organization)
  91-1391150
(IRS Employer Identification No.)

1301 Fifth Avenue, Suite 1330, Seattle, WA
(Address of principal executive offices)

 

98101
(Zip code)

Registrant's telephone number, including area code: (206) 461-4782

Securities registered pursuant to Section 12(b) of the Act:    None

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest
(Title of class)


        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

The Exhibit Index appears at page 11.
There are 11 pages.





Part I. Financial Information

Item 1. Financial Statements


ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

BALANCE SHEETS

 
  June 30,
2002

  December 31,
2001

 
 
  (Unaudited)

   
 
ASSETS  

Rental property and equipment, at cost:

 

 

 

 

 

 

 
  Buildings and equipment   $ 15,964,295   $ 15,958,315  
  Accumulated depreciation     (7,632,012 )   (7,358,898 )
   
 
 
      8,332,283     8,599,417  
  Land     723,111     723,111  
   
 
 
      9,055,394     9,322,528  
Cash:              
  Rental operation     139,351     174,175  
  Partnership     26,824     25,493  
   
 
 
      166,175     199,668  
Restricted deposits:              
  Tenant trust-security deposits     114,366     110,083  
  Reserve accounts     696,695     702,234  
   
 
 
      811,061     812,317  
Other assets:              
  Accounts receivable     57,687     39,089  
  Accounts receivable-DGPs     24,079     24,079  
  Prepaid expenses     12,964     13,005  
   
 
 
      94,730     76,173  
   
 
 
    $ 10,127,360   $ 10,410,686  
   
 
 

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

 

Liabilities:

 

 

 

 

 

 

 
  Mortgage notes payable   $ 12,278,705   $ 12,296,564  
  Accounts payable     313,655     305,735  
  Due to affiliates     725,806     684,009  
  Accrued liabilities     108,292     102,724  
  Security deposits payable     117,380     112,007  
   
 
 
      13,543,838     13,501,039  
Minority interests in property partnerships     401,696     415,138  
Partners' equity (deficit):              
  Limited partners     (3,748,784 )   (3,439,229 )
  General partner     (69,390 )   (66,262 )
   
 
 
      (3,818,174 )   (3,505,491 )
   
 
 
    $ 10,127,360   $ 10,410,686  
   
 
 

See notes to Financial Statements

2



ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

Unaudited

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
 
  2002
  2001
  2002
  2001
 
Revenue:                          
  Rent   $ 424,604   $ 398,073     840,425   $ 790,054  
  Miscellaneous     20,944     28,754     33,607     35,560  
   
 
 
 
 
      445,548     426,827     874,032     825,614  
Expenses:                          
  Operating and maintenance     78,189     72,575     176,162     155,464  
  Utilities     76,785     74,594     162,121     157,034  
  General and administrative     100,738     108,906     213,808     226,028  
  Taxes and insurance     113,550     80,073     178,791     156,120  
  Interest     68,717     69,309     144,521     142,063  
  Depreciation     136,944     107,468     273,114     253,456  
  Miscellaneous     9,286     6,700     12,485     6,897  
   
 
 
 
 
      584,209     519,625     1,161,002     1,097,062  
Income(loss) from operations     (138,661 )   (92,798 )   (286,970 )   (271,448 )
Other income (expense):                          
  Interest earned on partnership cash     25     101     55     212  
  Minority interest in operations     6,668     6,214     13,442     13,290  
General and administrative     (35,406 )   (28,122 )   (39,210 )   (29,997 )
   
 
 
 
 
      (28,713 )   (21,807 )   (25,713 )   (16,495 )
   
 
 
 
 
    Net income (loss)   $ (167,374 ) $ (114,605 )   (312,683 )   (287,943 )
   
 
 
 
 
Net income (loss) per unit of limited partnership interest   $ (238 ) $ (163 ) $ (445 ) $ (410 )
   
 
 
 
 

See notes to Financial Statements

3



ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

Unaudited

 
  Six Months Ended
June 30,

 
 
  2002
  2001
 
Cash flows from operating activities:              
  Net income (loss)     (312,683 )   (287,943 )
  Adjustments to reconcile net income (loss) to net cash provided by operating activities:              
    Depreciation     273,114     253,448  
    Minority interests in operations     (13,442 )   (13,290 )
  Changes in certain assets and liabilities:              
    Accounts receivable     (18,598 )   (45,100 )
    Prepaid expenses     41     (156 )
    Accounts payable     7,920     8,111  
    Due to affiliates     41,797     29,134  
    Accrued liabilities     5,568     14,327  
    Tenant security deposits     1,090     10,259  
   
 
 
Net cash provided/(used) by operating activities     (15,193 )   (31,210 )
Cash flows from investing activities:              
  Purchase of depreciable property     (5,980 )   (12,745 )
  Decrease (increase) in restricted deposits     5,539     26,891  
   
 
 
  Net cash provided (used) in investing activities     (441 )   14,146  
Cash flows from financing activities:              
  Minority partners' capital contributions         (67 )
  Mortgage principal payments     (17,859 )   (17,071 )
   
 
 
  Net cash used by financing activities     (17,859 )   (17,138 )
   
 
 
Net increase (decrease) in cash     (33,493 )   (34,202 )
Cash-beginning of year     199,668     227,563  
   
 
 
Cash-end of period   $ 166,175   $ 193,361  
   
 
 
Supplemental disclosure of cash flow information:              
  Cash paid for interest   $ 144,521   $ 142,063  
   
 
 

See notes to Financial Statements

4



ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended June 30, 2002

(Unaudited)

1.    General

        The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with financial statements and notes thereto included with the Partnership's Form 10-K for the year ended December 31, 2001. In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Partnership's financial position and results of operations. The results of operations for the periods may not be indicative of the results to be expected for the year.

        Assisted Housing Fund L.P. I (the Partnership) is a limited partnership formed on November 2, 1987 and organized under the laws of the state of Washington to acquire limited partnership interests in other partnerships (the Property Partnerships), each of which has been organized to develop or purchase a low or moderate-income apartment complex. The Partnership's general partner is Murphey Favre Properties, Inc. (MFP), a wholly owned subsidiary of WM Financial, Inc., which is a wholly owned subsidiary of Washington Mutual Bank (WMB), which is a wholly owned subsidiary of Washington Mutual, Inc.

        The Partnership completed its public offering of limited partnership interests and commenced operations on April 14, 1989. Prior to that date, the Partnership's activities consisted solely of purchasing limited partnership interests in Property Partnerships, which were in the development process. As of December 31, 2001, 337 limited partners held the 703 units of limited partnership interests outstanding.

        The Partnership has invested as a limited partner in eleven limited partnerships (Property Partnerships). The developer of each apartment complex serves as the Development General Partner (DGP) of the respective Property Partnership. Additionally, a wholly owned subsidiary of MFP, Murphey Favre Housing Managers, Inc. (MFHM), is a special limited partner in each Property Partnership. MFHM has the right to oversee the management of each Property Partnership and has certain approval rights over the actions of each DGP. The Partnership Agreement for each Property Partnership sets forth the allocations of profits, losses and distributions of net cash flow from operations or from sale or refinancing of the rental property.

        The properties owned by the Property Partnerships were financed and constructed under Section 515 of the National Housing Act, as amended (administered by Farmers Home Administration, now known as Rural Housing Services (RHS)). Under this program, the Property Partnerships provide housing to low- and moderate-income families. Lower rental charges to tenants are recovered by the Property Partnerships through two programs. The interest reduction program reduces the effective interest rate over the lives of the mortgages to one (1) percent. The rental assistance program provides RHS payments to the Property Partnerships for a portion of qualified tenant rents.

        Construction of the rental properties began in June 1988 and all were completed by January 31, 1991. Rental operations began in April 1989.

2.    Summary of Significant Accounting Policies

        a.    The financial statements are presented on a consolidated basis because the Partnership holds approximately 99 percent of the profit and loss interests and approximately 55 percent of the equity interests in each Property Partnership. Through an affiliate, who is a special limited partner in each of

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the 11 Property Partnerships, the Partnership controls certain fundamental decisions affecting the operation of the Property Partnerships. These fundamental decisions include significant purchases of assets, material borrowings or creation of liens on the underlying properties, entering into material contracts, making tax elections and any act that would cause termination of the Property Partnership.

        The consolidated financial statements, include the financial statements of the Partnership and eleven Property Partnerships: Fairview Apartments Company Limited Partnership (Fairview); Ionia Limited Dividend Housing Association Limited Partnership (Ionia); Logan Apartments Company Limited Partnership (Logan); Rolling Brook II Limited Dividend Housing Association Limited Partnership (Rolling Brook); Wexford Manor Limited Dividend Housing Association Limited Partnership (Wexford); Blue Heron Apartment Associates Limited Partnership (Blue Heron); Glenwood Apartment Associates Limited Partnership (Glenwood); Pacific Place Apartment Associates Limited Partnership (Pacific Place); Cove Limited Dividend Housing Association Limited Partnership (Cove); Washington Street Limited Dividend Housing Association Limited Partnership (Washington); and, Fayette Hills Limited Partnership (Fayette).

        All material interpartnership transactions and balances have been eliminated. The minority partners' interests in the losses of the Property Partnerships, which aggregate $60,279 and $57,555 as of June 30, 2002 and December 31, 2001, respectively, are included in other income.

        b.    The accrual method of accounting is used for both financial statement and income tax purposes.

        c.    The partnership agreements for the Property Partnerships required the DGPs to fund cost overruns on the development of the apartment projects. Such cost overruns, totaling $589,462, have been recorded as minority interests in property partnerships and have been included in the cost basis of the rental property. All depreciation related thereto has been specially allocated to the respective DGPs.

        d.    Depreciation is computed for financial statement purposes using the straight-line method over the estimated useful lives of the related assets as follows:

Building shell and components   27.5 years
Land improvements   15 years
Appliances   5 - 10 years
Carpets and draperies   5 - 10 years

        e.    No income tax provision has been included in the financial statements since income or loss of the Partnership is required to be reported by the respective partners on their income tax returns.

        f.      For purposes of the statement of cash flows, the Partnership considers all investment instruments purchased with a maturity of three months or less to be cash equivalents. At June 30, 2002 and 2001, there were no cash equivalents.

        g.    The unaudited interim financial statements include all adjustments that are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are all of a normal recurring nature.

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3.    Transactions with Affiliates

        In connection with the acquisition and development of rental property and the management of both the rental property and the Partnership, the Partnership and Property Partnerships have paid or accrued the following amounts to certain affiliates:

 
  Quarter Ended
June 30, 2002

  Year Ended
December 31, 2001

Murphey Favre Properties, Inc. Partnership services fee   $ 3,750   $ 7,500

Developer general partners and affiliates property management fees

 

 

42,100

 

 

95,718

        The Partnership maintains deposits in certain of WMB's interest-bearing accounts which aggregated $26,824 and $25,493 at June 30, 2002 and December 31, 2001, respectively. Interest earned on such deposits totaled $25 and $335 during the quarter ended June 30, 2002 and year ended December 31, 2001, respectively.

        Terms of the RHS Loan Agreements require each DGP to provide interest-free advances of stipulated amounts as initial operating capital to the Property Partnerships. Due to affiliates includes $152,107 of such advances at June 30, 2002 and December 31, 2001. In addition, these balances include DGP advances of $35,468 for land improvements and $14,209 to fund operating deficits. The remaining balance due to affiliates includes program management fees and reimbursements payable to MFP.

        Advances made to one DGP during 2001 totaled $9,000. During 2000, advances to this same DGP totaled $15,079 (see Note 8).

        Advances from the DGPs may only be repaid from the proceeds of future sales of the respective properties. Property management fees are paid out of rental operations. Partnership fees are payable from future sales of the properties, to the extent they are not paid from distributions of rental operation cash (see Note 6).

        Under the terms of management services agreements, seven of the eleven Property Partnerships have affiliates of the DGPs which provide management services for the rental properties and receive compensation for such services in amounts approximating 8.5% of rental receipts. Three of the eleven Property Partnerships are co-managed by affiliates of the DGPs which provide management services for the rental properties and receive compensation for such services in amounts approximating 2.6% of rental receipts.

4.    Cash in Reserve Accounts

        The Loan Agreements between the Property Partnerships and RHS require the Property Partnerships to deposit into separate reserve accounts (savings accounts) $127,196 annually until the reserve accounts reach $1,271,277. With the prior approval of RHS, these funds can be used for: (1) loan debt service, if operating funds cannot meet these obligations; (2) repairs and replacements caused by catastrophe or long-range depreciation; (3) improvements or extensions to the buildings; and (4) any other reason RHS determines will promote or be beneficial to the purpose of the loans. During the quarter ended June 30, 2002, RHS approved the withdrawal of reserve funds at several of the Property Partnerships resulting in a net decrease of $5,606 in the restricted deposit reserve accounts.

5.    Mortgage Notes Payable

        The mortgage notes are payable to RHS in monthly installments stated in the table below. In accordance with provisions of Interest Credit Agreements, RHS provides monthly interest credits which reduce the interest rates stated in the mortgage notes to effective rates of one (1) percent over the lives of the mortgages. Amortization of principal is based on the stated rates of 8.75% to 10.75% under RHS's Predetermined Amortization Schedule System (PASS). Substantially all of the rental property

7



and equipment is pledged as collateral on the mortgages. No partner is personally liable on the mortgage notes.

        The mortgage notes are regulated by the U.S. Government and therefore, have no market price. Accordingly, management has determined that users of the financial statements would derive no benefit from any estimate of fair value and performing such an analysis would not be practicable.

        The loan balances, net monthly payments, and due dates for each Property Partnership are as follows:

 
  Net Monthly
Payment

  Loan Balance
June 30, 2002

  Due Date
Fairview   $ 2,744   $ 1,265,189   June, 2040
Ionia     1,532     706,993   September, 2040
Logan     2,142     990,382   January, 2041
Rolling Brook     1,614     742,211   April, 2040
Wexford     1,567     720,502   March, 2040
Blue Heron     3,173     1,459,108   April, 2040
Glenwood     3,111     1,428,538   April, 2039
Pacific Place     1,632     752,679   May, 2039
Cove     3,092     1,421,268   March, 2040
Washington     1,954     754,747   March, 2040
Fayette     4,398     2,037,088   December, 2039
   
 
   
Total   $ 26,959   $ 12,278,705    
   
 
   

        Principal Payments on the mortgage notes for the next 5 years are as follows:

Year

  Amounts
2002     20,696
2003     42,173
2004     46,132
2005     50,465
2006     55,205
2007 and later years     12,064,034
   
    $ 12,278,705
   

6.    Rental Operation Cash

        RHS regulations limit the distribution of rental operation cash to a maximum of $38,090 annually. Any distribution to the Partnership from rental operation cash is to be made in accordance with the respective partnership agreements. Whether or not a Property Partnership makes any limited distribution is based on the results of its own operations and is at the discretion of the DGP.

7.    Guarantees

        Each of the DGPs has made a guarantee to the respective Property Partnership that they will compensate the Partnership in the event the actual low-income housing tax credit is less than 85% to 90% of the available credit. Through June 30, 2002 no payments have been made under the guarantee agreement.

8



8.    Contingency

        The Partnership has ceased accrual of the annual program management fee, payable in part to the general partner. Management has determined that the source of payment, a future sale or refinance of one or more of the Property Partnerships, may not be sufficient to pay fees accrued in excess of the $544,540 payable at December 31, 1996. Management has elected to treat fees for years subsequent to 1996 as a contingent liability. At December 31, 2001 and 2000 the contingent liability for program management fees totaled $372,585 and $298,068, respectively.

        During 2001 and 2000, Arthur H. Winer (Winer), DGP of Logan Apartments Company Limited Partnership (Logan) did not comply with RHS regulations regarding the handling of project cash. These instances of non-compliance were reported to the appropriate authorities during 2001. During 2001 and 2000, the DGP made multiple unauthorized withdrawals of project cash totaling $9,000 and $15,079, respectively. Further, it was discovered that project bank accounts, totaling $58,381 and $55,517, at December 31, 2001 and 2000, respectively, have been pledged in violation of RHS regulations. As a result of the DGP's actions, RHS issued a Letter of Acceleration on August 29, 2001. RHS suspended further proceedings on October 11, 2001, based on agreements reached with the other general partners and the management agent.

        On February 19, 2002, a Logan DGP, Arthur H. Winer of Marietta, OH, filed a Petition in Bankruptcy in the U.S. Bankruptcy Court for the Southern District of West Virginia, in Charleston, WV, under Chapter 7 of the U.S. Bankruptcy Code. The bankruptcy filing is styled In Re Winer, Arthur H. (Bankruptcy No. 0240067). As of the date of filing of the Petition in Bankruptcy, the "automatic stay" under the Bankruptcy Code went into effect and all actions to collect debts of Winer, are precluded, absent approval of the U.S. Bankruptcy Court. Among these debts are reserve account and other funds from Logan totaling approximately $79,000, comprised of reserve account funds of approximately $55,000, tenant security deposit monies of approximately $9,000, and other monies of approximately $15,000 that Winer improperly used for personal business.

        A First Meeting of Creditors in the bankruptcy was held on April 2, 2002. Among other parties, the USDA Rural Development Agency, original lender on the Logan Apartments project, and RLJ Management Company (RLJ) through its attorney, attended. Ultimately, the Trustee continued the First Meeting in Bankruptcy to an undetermined future date, pending receipt by the Trustee of additional information from Winer and from RLJ. In the interim, RLJ is negotiating with the financial institutions that accepted pledges from Winer of Logan reserve funds and other assets for a return of those funds.

        On May 22, 2002 Murphey Favre Properties, Inc. retained outside bankruptcy counsel to represent it, on behalf of Logan, in the previously mentioned bankruptcy action and to prepare a Proof of Claim. Due to Arthur H. Winer's, the DGP bankruptcy petitioner, underlying actions with respect to Logan assets, a Complaint to Determine Dischargeability of Debt and for Judgment was prepared and filed on behalf of Logan on May 31, 2002. Winer filed an Answer to Complaint to Determine Dischargeability of Debt on or about June 17, 2002. It is anticipated that shortly the Bankruptcy Court will set the adversary proceeding for a pre-trial conference and/or establish a pre-trial schedule for the action. In the interim, MFP is analyzing options on behalf of Logan to proceed (1) against other parties comprising the DGP for reimbursement of Logan funds wrongfully used and/or (2) against the lenders to the DGP who obtained Logan funds as collateral security for personal loans to the DGP.


Item 2. Management's Discussion and Analysis

        During the quarter, management's emphasis was on the continued operation of the eleven housing properties. The occupancy level for the properties has generally been favorable. Only one property had a lower occupancy rate compared to the same period one year ago. At June 30, 2002 the lowest occupancy level was 90%.

9



Results of Operations

        On a consolidated basis, net income (loss) was ($167,374) and ($114,605) for the quarters ended June 30, 2002 and 2001, respectively. Net income (loss) before depreciation was ($30,430) and ($7,137) for the quarters ended June 30, 2002 and 2001, with depreciation expense of $136,944 and $107,468 respectively.

        Revenue increased 4% from $426,827 for the quarter June 30, 2001 to $445,548 for the quarter ended June 30, 2002. This increase was the result of the total occupancy rate increasing from 95% at June 30, 2001 to 97% at June 30, 2002.

        Total expenses increased by 12% from $519,625 to $584,209 for the quarters ended June 30, 2001 and 2002, respectively. The key factor in the expense increase was insurance. As a result of the September 11, 2001 tragedy, insurance premiums for the properties have risen significantly.

Liquidity and Capital Resources

        The Partnership completed its public offering of 703 units of limited partnership on April 14, 1989, with proceeds totaling $3,511,000 from 339 limited partners. The Partnership invested $2,542,000 of offering proceeds in 11 Property Partnerships.

        Offering proceeds equal to $175,750 were reserved by the Partnership to fund its operating expenses. As of June 30, 2002, the cash reserves of the Partnership totaled $26,824. It is expected that the Partnership will draw on the reserves in future quarters to fund accounting and other operating expenses of the Partnership. Nominal cash distributions from the Property Partnerships will supplement the cash reserves. It is expected that all cash distributions received from the Property Partnerships will be used to defray the operating expenses of the Partnership and thus it is not likely any distribution will be made to the limited partners.

        The Partnership is not required to fund additional amounts to the Property Partnerships based on each Property Partnership agreement. Additionally, each Property Partnership is operated as an individual project, and without any contractual arrangements of any kind between the Property Partnerships. In the second quarter 2002, four properties generated positive cash flow before depreciation and seven generated negative cash flow before depreciation. The deficits were funded from rental operating cash and from authorized withdrawals from the reserve accounts.

        Included in cash on the consolidated balance sheets were $26,824 and $25,493, held as deposits by the Partnership in Washington Mutual Bank accounts as of June 30, 2002 and December 31, 2001, respectively. Washington Mutual Bank is affiliated with MFP, the general partner of the Partnership.

        There are no additional acquisitions nor any dispositions planned.

10




PART II. OTHER INFORMATION

        Except for the disclosures, set forth below, all items under Part II are inapplicable or have a negative response and are therefore omitted.


Item 6. Exhibits and Reports on Form 10-Q

        a.)  Listing of Exhibits.

Exhibit
No.

   
  Incorporated by
Reference From

3   Certificate of Limited Partnership   Exhibit C to Form S-11 Registration Statement No. 91.1391150
13   Annual Report to Security Holders   Exhibit 13 to Form 10-K filed for year ended December 31, 2001

        Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


ASSISTED HOUSING FUND L.P. I
Registrant

By:   MURPHEY FAVRE PROPERTIES, INC.
    Its Managing General Partner
   

By:

 

/s/  
DOTTIE J. JENSEN      
Dottie J. Jensen
Its President

 

Date:

 

August 14, 2002

        Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

By:   MURPHEY FAVRE PROPERTIES, INC.    

By:

 

/s/  
BRETT J. ATKINSON      
Brett J. Atkinson
Its Treasurer, Principal Accounting Officer

 

Date:

 

August 14, 2002

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QuickLinks

Part I. Financial Information
ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES BALANCE SHEETS
ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES STATEMENTS OF OPERATIONS Unaudited
ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES STATEMENTS OF CASH FLOWS Unaudited
ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Quarter Ended June 30, 2002 (Unaudited)
PART II. OTHER INFORMATION
ASSISTED HOUSING FUND L.P. I Registrant