UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2002
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the transition period from _________________ to ____________
Commission file number: 0-17619
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American Tax Credit Properties L.P.
----------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-3458875
- -------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Richman Tax Credit Properties L.P.
599 West Putnam Avenue, 3rd Floor
Greenwich, Connecticut 06830
- -------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 869-0900
--------------
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 filing requirements
for the past 90 days.
Yes X No ___.
----
AMERICAN TAX CREDIT PROPERTIES L.P.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Table of Contents Page
----
Balance Sheets.............................................................3
Statements of Operations...................................................4
Statements of Cash Flows...................................................5
Notes to Financial Statements..............................................7
AMERICAN TAX CREDIT PROPERTIES L.P.
BALANCE SHEETS
(UNAUDITED)
June 29, March 30,
Notes 2002 2002
----- ----------- ------------
ASSETS
Cash and cash equivalents $ 337,750 $ 223,677
Investments in bonds 2 1,390,297 1,390,836
Investment in local partnerships 3 1,235,349 1,398,685
Interest receivable 16,247 44,993
----------- -----------
$ 2,979,643 $ 3,058,191
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 15,566 $ 57,552
Payable to general partner and affiliates 160,138 78,999
----------- -----------
175,704 136,551
----------- -----------
Commitments and contingencies 3
Partners' equity (deficit)
General partner (337,860) (336,604)
Limited partners (41,286 units of limited partnership
interest outstanding) 3,121,785 3,246,144
Accumulated other comprehensive income, net 2 20,014 12,100
----------- -----------
2,803,939 2,921,640
----------- -----------
$ 2,979,643 $ 3,058,191
=========== ===========
See Notes to Financial Statements.
3
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 29, 2002 AND 2001
(UNAUDITED)
Notes 2002 2001
----- --------- ---------
REVENUE
Interest $ 15,199 $ 39,743
Other income from local partnerships 8,750
--------- ---------
TOTAL REVENUE 23,949 39,743
--------- ---------
EXPENSES
Administration fee 45,931 45,931
Management fee 43,867 43,867
Professional fees 15,568 13,227
Printing, postage and other 8,002 4,918
--------- ---------
TOTAL EXPENSES 113,368 107,943
--------- ---------
Loss from operations (89,419) (68,200)
Equity in loss of investment in local partnerships 3 (36,196) (31,496)
--------- ---------
NET LOSS (125,615) (99,696)
Other comprehensive income (loss), net 2 7,914 (20,395)
--------- ---------
COMPREHENSIVE LOSS $(117,701) $(120,091)
========= =========
NET LOSS ATTRIBUTABLE TO
General partner $ (1,256) $ (997)
Limited partners (124,359) (98,699)
--------- ---------
$(125,615) $ (99,696)
========= =========
NET LOSS per unit of limited partnership interest
(41,286 units of limited partnership interest) $ (3.01) $ (2.39)
========= =========
See Notes to Financial Statements.
4
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 29, 2002 AND 2001
(UNAUDITED)
2002 2001
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 50,971 $ 50,663
Cash paid for
administration fee (8,659) (4,372)
professional fees (53,266) (17,620)
printing, postage and other expenses (12,290) (10,014)
--------- ---------
Net cash provided by (used in) operating activities (23,244) 18,657
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash distributions from local partnerships 135,890 156,511
Investments in bonds (includes accrued interest of $198) (249,573)
Maturities/redemptions and sales of bonds 251,000 100,000
--------- ---------
Net cash provided by investing activities 137,317 256,511
--------- ---------
Net increase in cash and cash equivalents 114,073 275,168
Cash and cash equivalents at beginning of period 223,677 77,589
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 337,750 $ 352,757
========= =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain (loss) on investments in bonds, net $ 7,914 $ (20,395)
========= =========
- --------------------------------------------------------------------------------
See reconciliation of net loss to net cash provided by (used in) operating
activities on page 6.
See Notes to Financial Statements.
5
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS - (Continued)
THREE MONTHS ENDED JUNE 29, 2002 AND 2001
(UNAUDITED)
2002 2001
---------- ----------
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES
Net loss $(125,615) $ (99,696)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities
Equity in loss of investment in local partnerships 36,196 31,496
Distributions from local partnerships classified as
other income (8,750)
Amortization of net premium on investments in bonds 10,887 5,097
Accretion of zero coupon bonds (4,059) (4,059)
Decrease in interest receivable 28,944 9,882
Decrease in accounts payable and accrued expenses (41,986) (9,489)
Increase in due to general partner and affiliates 81,139 85,426
--------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (23,244) $ 18,657
========= =========
See Notes to Financial Statements.
6
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 29, 2002
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information. They do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. The results of operations are impacted significantly by the
combined results of operations of the Local Partnerships, which are provided
by the Local Partnerships on an unaudited basis during interim periods.
Accordingly, the accompanying financial statements are dependent on such
unaudited information. In the opinion of the General Partner, the financial
statements include all adjustments necessary to present fairly the financial
position as of June 29, 2002 and the results of operations and cash flows
for the interim periods presented. All adjustments are of a normal recurring
nature. The results of operations for the three months ended June 29, 2002
are not necessarily indicative of the results that may be expected for the
entire year.
2. Investments in Bonds
As of June 29, 2002, certain information concerning investments in bonds is
as follows:
Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost gains losses fair value
------------------------ ----------- ----------- ----------- ------------
Corporate debt securities
After one year through five years $ 216,973 $ 8,493 $ (59,487) $ 165,979
----------- ----------- ----------- -----------
U.S. Treasury debt securities
Within one year 532,938 16,560 -- 549,498
After one year through five years 337,481 43,686 -- 381,167
----------- ----------- ----------- -----------
870,419 60,246 -- 930,665
----------- ----------- ----------- -----------
U.S. government and agency securities
After five years through ten years 282,891 10,762 -- 293,653
----------- ----------- ----------- -----------
$ 1,370,283 $ 79,501 $ (59,487) $ 1,390,297
=========== =========== =========== ===========
The Partnership has provided collateral for a standby letter of credit in
the amount of $242,529 issued in connection with Cobbet Hill Associates
Limited Partnership ("Cobbet") under the terms of the financing documents
whereby the lender has required security for future operating deficits, if
any, of Cobbet. The letter of credit is secured by investments in bonds of
approximately $249,000. As of August 12, 2002, no amounts have been drawn
under the terms of the letter of credit.
7
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 2002
(UNAUDITED)
3. Investment in Local Partnerships
The Partnership originally acquired limited partnership interests in Local
Partnerships representing capital contributions in the aggregate amount of
$35,084,409, which includes advances made to certain Local Partnerships. As
of March 31, 2002, the Local Partnerships have outstanding mortgage loans
payable totaling approximately $73,008,000 and accrued interest payable on
such loans totaling approximately $5,183,000, which are secured by security
interests and liens common to mortgage loans on the Local Partnerships' real
property and other assets.
For the three months ended June 29, 2002, the investment in local
partnerships activity consists of the following:
Investment in local partnerships as of March 30, 2002 $ 1,398,685
Equity in loss of investment in local partnerships (36,196)*
Cash distributions received from Local Partnerships (135,890)
Cash distributions from Local Partnerships classified
as other income 8,750
-----------
Investment in local partnerships as of June 29, 2002 $ 1,235,349
===========
*Equity in loss of investment in local partnerships is limited to the
Partnership's investment balance in each Local Partnership; any excess is
applied to other partners' capital in any such Local Partnership. The
amount of such excess losses applied to other partners' capital was
$970,250 for the three months ended March 31, 2002 as reflected in the
combined statement of operations of the Local Partnerships reflected herein
Note 3.
The combined unaudited balance sheets of the Local Partnerships as of March
31, 2002 and December 31, 2001 and the combined unaudited statements of
operations of the Local Partnerships for the three months ended March 31,
2002 and 2001 are reflected on pages 9 and 10, respectively.
8
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 2002
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of March 31, 2002
and December 31, 2001 are as follows:
March 31, December 31,
2002 2001
------------ ------------
ASSETS
Cash and cash equivalents $ 1,751,401 $ 1,907,632
Rents receivable 178,722 197,661
Escrow deposits and reserves 3,808,101 3,806,701
Land 3,850,061 3,850,061
Buildings and improvements (net of accumulated depreciation
of $49,293,371 and $48,329,545) 58,065,603 58,998,432
Intangible assets (net of accumulated amortization of
$833,113 and $816,495) 1,541,482 1,545,008
Other assets 918,782 890,918
------------ ------------
$ 70,114,152 $ 71,196,413
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 1,368,669 $ 1,486,791
Due to related parties 5,995,310 5,942,957
Mortgage loans 73,007,733 73,205,174
Notes payable 932,414 932,414
Accrued interest 5,183,357 5,000,658
Other liabilities 333,813 345,235
------------ ------------
86,821,296 86,913,229
------------ ------------
Partners' equity (deficit)
American Tax Credit Properties L.P.
Capital contributions, net of distributions 34,061,333 34,019,701
Cumulative loss (31,743,232) (31,707,036)
------------ ------------
2,318,101 2,312,665
------------ ------------
General partners and other limited partners
Capital contributions, net of distributions 599,854 599,854
Cumulative loss (19,625,099) (18,629,335)
------------ ------------
(19,025,245) (18,029,481)
------------ ------------
(16,707,144) (15,716,816)
------------ ------------
$ 70,114,152 $ 71,196,413
============ ============
9
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 2002
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the
three months ended March 31, 2002 and 2001 are as follows:
2002 2001
----------- ------------
REVENUE
Rental $ 3,712,141 $ 3,789,494
Interest and other 61,449 66,213
----------- -----------
TOTAL REVENUE 3,773,590 3,855,707
----------- -----------
EXPENSES
Administrative 605,813 572,631
Utilities 463,343 525,462
Operating and maintenance 811,736 831,220
Taxes and insurance 510,255 437,006
Financial 1,431,404 1,582,680
Depreciation and amortization 982,999 978,158
----------- -----------
TOTAL EXPENSES 4,805,550 4,927,157
----------- -----------
NET LOSS $(1,031,960) $(1,071,450)
=========== ===========
NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties L.P. $ (36,196) $ (31,496)
General partners and other limited partners, which
includes $970,250 and $1,013,700 of Partnership loss
in excess of investment (995,764) (1,039,954)
----------- -----------
$(1,031,960) $(1,071,450)
=========== ===========
The combined results of operations of the Local Partnerships for the three
months ended March 31, 2002 are not necessarily indicative of the results
that may be expected for an entire operating period.
10
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 2002
(UNAUDITED)
3. Investment in Local Partnerships (continued)
Cobbet was originally financed with a first mortgage with mandatory monthly
payment terms with the Massachusetts Housing Finance Agency ("MHFA") and a
second mortgage with MHFA under the State Housing Assistance for Rental
Production Program (the "SHARP Operating Loan") whereby proceeds would be
advanced monthly as an operating subsidy (the "Operating Subsidy Payments").
The terms of the SHARP Operating Loan called for declining Operating Subsidy
Payments over its term (not more than 15 years). However, due to the
economic condition of the Northeast region in the early 1990's, MHFA
instituted an operating deficit loan (the "ODL") program that supplemented
the scheduled reduction in the Operating Subsidy Payments. Effective October
1, 1997, MHFA announced its intention to eliminate the ODL program, such
that Cobbet no longer receives the ODL, without which Cobbet is unable to
make the full mandatory debt service payments on its first mortgage. MHFA
notified Cobbet and, to the Local General Partners' knowledge, other ODL
recipients as well, that MHFA considers such mortgages to be in default.
Since the date MHFA ceased funding the ODL through March 31, 2002, Cobbet
has accumulated approximately $1,200,000 of debt service arrearages. On
August 7, 2000, the Local General Partners met with MHFA to discuss future
capital improvements and the future of the Property. A contribution payment
of $300,000 was offered by the Partnership, utilizing Partnership and Local
General Partner funds, to help fund the capital improvements. The
Partnership previously advanced $150,000; the Local General Partners have or
will advance a matching $150,000. MHFA approved all of the items on the
agenda and indicated a strong interest in pursuing a recapitalization of
Cobbet. At different times over the past few years, the Local General
Partners answered affirmatively to MHFA correspondence concerning the
admission of Cobbet in a recapitalization program, but Cobbet has not
qualified due to its project based Section 8 subsidy. However, pursuant to
subsequent correspondence, MHFA indicated that it would be interested in
reviewing a separate proposal if Cobbet could identify an investor. If such
a plan were implemented, such new limited partner would receive a
substantial portion of the annual allocation of Cobbet's tax losses upon
such partner's admission, plus cash flows and residuals, if any. The
Partnership and the Local General Partners would retain a sufficient
interest in Cobbet to avoid recapture of Low-income Tax Credits. There can
be no assurance that a plan will be implemented, and if not, MHFA is likely
to retain its rights under the loan documents. The Partnership's investment
balance in Cobbet, after cumulative equity losses, became zero during the
year ended March 30, 1994.
4. Additional Information
Additional information, including the audited March 30, 2002 Financial
Statements and the Organization, Purpose and Summary of Significant
Accounting Policies, is included in the Partnership's Annual Report on Form
10-K for the fiscal year ended March 30, 2002 on file with the Securities
and Exchange Commission.
11
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Material Changes in Financial Condition
As of June 29, 2002, American Tax Credit Properties L.P. (the "Registrant") has
not experienced a significant change in financial condition as compared to March
30, 2002. Principal changes in assets are comprised of periodic transactions and
adjustments and anticipated equity in loss from operations of the local
partnerships (the "Local Partnerships") which own low-income multifamily
residential complexes (the "Properties") which qualify for the low-income tax
credit in accordance with Section 42 of the Internal Revenue Code (the
"Low-income Tax Credit"). During the three months ended June 29, 2002,
Registrant received cash from interest revenue, maturities/redemptions of bonds
and distributions from Local Partnerships and utilized cash for operating
expenses and investments in bonds. Cash and cash equivalents and investments in
bonds increased, in the aggregate, by approximately $114,000 during the three
months ended June 29, 2002 (which includes a net unrealized gain on investments
in bonds of approximately $8,000, amortization of net premium on investments in
bonds of approximately $11,000 and accretion of zero coupon bonds of
approximately $4,000). Notwithstanding circumstances that may arise in
connection with the Properties, Registrant does not expect to realize
significant gains or losses on its investments in bonds, if any. During the
three months ended June 29, 2002, the investment in local partnerships decreased
as a result of Registrant's equity in the Local Partnerships' net loss for the
three months ended March 31, 2002 of $36,196 and cash distributions received
from Local Partnerships of $127,140 (exclusive of distributions from Local
Partnerships of $8,750 classified as other income). Payable to general partner
and affiliates in the accompanying balance sheet as of June 29, 2002 represents
accrued management and administration fees.
Results of Operations
Registrant's operating results are dependent upon the operating results of the
Local Partnerships and are significantly impacted by the Local Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting. Registrant accounts for its investment in local partnerships
in accordance with the equity method of accounting. Accordingly, the investment
is carried at cost and is adjusted for Registrant's share of each Local
Partnership's results of operations and by cash distributions received. Equity
in loss of each investment in Local Partnership allocated to Registrant is
recognized to the extent of Registrant's investment balance in each Local
Partnership. Equity in loss in excess of Registrant's investment balance in a
Local Partnership is allocated to other partners' capital in any such Local
Partnership. As a result, the reported equity in loss of investment in local
partnerships is expected to decrease as Registrant's investment balances in the
respective Local Partnerships become zero. The combined statements of operations
of the Local Partnerships reflected in Note 3 to Registrant's financial
statements include the operating results of all Local Partnerships, irrespective
of Registrant's investment balances.
Cumulative losses and cash distributions in excess of investment in local
partnerships may result from a variety of circumstances, including a Local
Partnership's accounting policies, subsidy structure, debt structure and
operating deficits, among other things. In addition, the carrying value of
Registrant's investment in local partnerships may be reduced if the book value
(the "Local Partnership Carrying Value") is considered to exceed the estimated
value derived by management. Accordingly, cumulative losses and cash
distributions in excess of the investment or an adjustment to a Local
Partnership's Carrying Value are not necessarily indicative of adverse operating
results of a Local Partnership. Adjustments to a Local Partnership's Carrying
Value are typically determined and recorded in the fourth quarter of
Registrant's fiscal year. See discussion below under Local Partnership Matters
regarding certain Local Partnerships currently operating below economic break
even levels.
Registrant's operations for the three months ended June 29, 2002 and 2001
resulted in net losses of $125,615 and $99,696, respectively. Other
comprehensive income (loss) for the three months ended June 29, 2002 and 2001
resulted from a net unrealized gain (loss) on investments in bonds of $7,914 and
$(20,395), respectively.
The Local Partnerships' net loss of approximately $1,032,000 for the three
months ended March 31, 2002 was attributable to rental and other revenue of
approximately $3,774,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $3,823,000 and approximately
$983,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $1,071,000 for the three months ended March 31, 2001 was
attributable to rental and other revenue of approximately $3,856,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $3,949,000 and approximately $978,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended March 31, 2002 are not necessarily indicative of the
results that may be expected in future periods.
12
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Local Partnership Matters
Registrant's primary objective is to provide Low-income Tax Credits to limited
partners generally over a ten year period. The relevant state tax credit agency
has allocated each of Registrant's Local Partnerships an amount of Low-income
Tax Credits, which are generally available for a ten year period from the year
the Property is placed in service (the "Ten Year Credit Period"). The Ten Year
Credit Period was fully exhausted by all of the Properties as of December 31,
2001. The required holding period of each Property, in order to avoid Low-income
Tax Credit recapture, is fifteen years from the year in which the Low-income Tax
Credits commence on the last building of the Property (the "Compliance Period").
The Properties must satisfy various requirements including rent restrictions and
tenant income limitations (the "Low-income Tax Credit Requirements") in order to
maintain eligibility for the recognition of the Low-income Tax Credit at all
times during the Compliance Period. Once a Local Partnership has become eligible
for the Low-income Tax Credit, it may lose such eligibility and suffer an event
of recapture if its Property fails to remain in compliance with the Low-income
Tax Credit Requirements.
The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. Many of the Local Partnerships receive rental subsidy payments,
including payments under Section 8 of Title II of the Housing and Community
Development Act of 1974 ("Section 8"). The subsidy agreements expire at various
times during and after the Compliance Periods of the Local Partnerships. Since
October 1997, the United States Department of Housing and Urban Development
("HUD") has issued a series of directives related to project based Section 8
contracts that define owners' notification responsibilities, advise owners of
project based Section 8 properties of what their options are regarding the
renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. Registrant
cannot reasonably predict legislative initiatives and governmental budget
negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
net operating income before debt service ("NOI") and debt structure of any or
all Local Partnerships currently receiving such subsidy or similar subsidies.
Two Local Partnerships' Section 8 contracts are currently subject to renewal
under applicable HUD guidelines. In addition, two Local Partnerships entered
into restructuring agreements, resulting in both a lower rent subsidy (resulting
in lower NOI) and lower mandatory debt service.
The Local Partnerships have various financing structures which include (i)
required debt service payments ("Mandatory Debt Service") and (ii) debt service
payments that are payable only from available cash flow subject to the terms and
conditions of the notes, which may be subject to specific laws, regulations and
agreements with appropriate federal and state agencies ("Non-Mandatory Debt
Service or Interest"). During the three months ended March 31, 2002, revenue
from operations of the Local Partnerships has generally been sufficient to cover
operating expenses and Mandatory Debt Service. Most of the Local Partnerships
are effectively operating at or above break even levels, although certain Local
Partnerships' operating information reflects operating deficits that do not
represent cash deficits due to their mortgage and financing structure and the
required deferral of property management fees. However, as discussed below,
certain Local Partnerships' operating information indicates below break even
operations after taking into account their mortgage and financing structure and
any required deferral of property management fees.
4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $38,000 for the three months ended March 31, 2002 due
to vacancies resulting from deferred unit maintenance and associated required
capital improvements. As of June 29, 2002, Registrant has advanced approximately
$368,000. Payments on the mortgage and real estate taxes are current.
Registrant's investment balance in South Drexel, after cumulative equity losses,
became zero during the year ended March 30, 1996 and advances made by Registrant
have been offset by additional equity in loss of investment in local
partnerships. South Drexel generated approximately $1.7 per Unit per year of
credits to the limited partners upon the expiration of its Low-income Tax Credit
allocation in 2000.
13
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Cobbet Hill Associates Limited Partnership ("Cobbet") was originally financed
with a first mortgage with mandatory monthly payment terms with the
Massachusetts Housing Finance Agency) ("MHFA") and a second mortgage with MHFA
under the State Housing Assistance for Rental Production Program (the "SHARP
Operating Loan") whereby proceeds would be advanced monthly as an operating
subsidy (the "Operating Subsidy Payments"). The terms of the SHARP Operating
Loan called for declining Operating Subsidy Payments over its term (not more
than 15 years). However, due to the economic condition of the Northeast region
in the early 1990's, MHFA instituted an operating deficit loan (the "ODL")
program that supplemented the scheduled reduction in the Operating Subsidy
Payments. Effective October 1, 1997, MHFA announced its intention to eliminate
the ODL program, such that Cobbet no longer receives the ODL, without which
Cobbet is unable to make the full Mandatory Debt Service payments on its first
mortgage. MHFA notified Cobbet and, to the Local General Partners' knowledge,
other ODL recipients as well, that MHFA considers such mortgages to be in
default. Since the date MHFA ceased funding the ODL through March 31, 2002,
Cobbet has accumulated approximately $1,200,000 of debt service arrearages. On
August 7, 2000, the Local General Partners met with MHFA to discuss future
capital improvements and the future of the Property. A contribution payment of
$300,000 was offered by Registrant, utilizing Registrant and Local General
Partner funds, to help fund the capital improvements. Registrant previously
advanced $150,000; the Local General Partners have or will advance a matching
$150,000. MHFA approved all of the items on the agenda and indicated a strong
interest in pursuing a recapitalization of Cobbet. At different times over the
past few years, the Local General Partners answered affirmatively to MHFA
correspondence concerning the admission of Cobbet in a recapitalization program,
but Cobbet has not qualified due to its project based Section 8 subsidy.
However, pursuant to subsequent correspondence, MHFA indicated that it would be
interested in reviewing a separate proposal if Cobbet could identify an
investor. If such a plan were implemented, such new limited partner would
receive a substantial portion of the annual allocation of Cobbet's tax losses
upon such partner's admission, plus cash flows and residuals, if any. Registrant
and the Local General Partners would retain a sufficient interest in Cobbet to
avoid recapture of Low-income Tax Credits. There can be no assurance that a plan
will be implemented, and if not, MHFA is likely to retain its rights under the
loan documents. The future financial viability of Cobbet is highly uncertain.
However, the Compliance Period ends December 31, 2003. The Property's historic
tax credit was allocated in 1988 and all of the Low-income Tax Credits were
allocated since 1989. Registrant's investment balance in Cobbet, after
cumulative equity losses, became zero during the year ended March 30, 1994.
Cobbet generated approximately $19.2 per Unit per year of credits to the limited
partners upon the expiration of its Low-income Tax Credit allocation in 1999.
The terms of the partnership agreement of Federal Apartments Limited Partnership
("Federal") require the Local General Partner to cause the property management
agent defer property management fees in order to avoid a default under the
mortgage. As of August 2002, Federal is three months in arrears on its mortgage
payments, including escrow deposits, and is therefore in default under the terms
of its mortgage. Federal incurred an operating deficit of approximately $16,000
for three months ended March 31, 2002, which includes property management fees
of approximately $23,000. The Local General Partner is currently conducting
negotiations with the lender in an effort to remedy the arrearage and to reach
an agreement regarding the timing and level of certain Property improvements
that the lender has mandated. The Local General Partner has made cumulative
advances in excess of $1,000,000 to Federal throughout the term of Registrant's
investment in Federal. There can be no assurance that the outstanding issues
will be resolved and the mortgage remains in default. Registrant's investment
balance in Federal, after cumulative equity losses, became zero during the year
ended March 30, 1997. Federal generated approximately $14.1 per Unit per year to
the limited partners upon the expiration of its Low-income Tax Credit allocation
in 1999.
Dunbar Limited Partnership ("Dunbar") and Dunbar Limited Partnership No. 2
("Dunbar 2") (collectively the "Dunbars"), which Local Partnerships have common
general partner interests and each of which restructured their respective
mortgage and housing assistance contracts, incurred operating deficits for the
three months ended March 31, 2002 of approximately $28,000 and approximately
$51,000, respectively. The Local General Partner reports that during the process
of the Dunbars' debt and subsidy restructuring in 2001, certain operating
expenses were not considered in the underwriting budgets of the Properties when
the Mandatory Debt Service was restructured. The Local General Partner is
currently working with HUD and the lenders to modify the loan and subsidy
agreements in an effort to eliminate the operating deficits. Payments on the
mortgages and real estate taxes are current. Registrant's investment balances in
Dunbar and Dunbar 2, after cumulative equity losses, became zero during the
years ended March 30, 1998 and 1997, respectively. Dunbar and Dunbar 2 generated
approximately $7.3 and approximately $8.2 per Unit per year to the limited
partners upon the expiration of their Low-income Tax Credit allocations in 1999.
14
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Critical Accounting Policies and Estimates
The financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which requires Registrant to
make certain estimates and assumptions. A summary of significant accounting
policies is disclosed in Note 1 to the financial statements which are included
in Registrant's annual report on Form 10-K for the year ended March 30, 2002.
The following section is a summary of certain aspects of those accounting
policies that may require subjective or complex judgments and are most important
to the portrayal of Registrant's financial condition and results of operations.
Registrant believes that there is a low probability that the use of different
estimates or assumptions in making these judgments would result in materially
different amounts being reported in the financial statements.
o Registrant accounts for its investment in local partnerships in
accordance with the equity method of accounting since Registrant
cannot control the operations of a Local Partnership.
o If the book value of Registrant's investment in a Local Partnership
exceeds the estimated value derived by management, Registrant reduces
its investment in any such Local Partnership and includes such
reduction in equity in loss of investment in local partnerships.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Registrant has invested a significant portion of its working capital reserves in
corporate bonds, U.S. Treasury instruments and U.S. government and agency
securities. The market value of such investments is subject to fluctuation based
upon changes in interest rates relative to each investment's maturity date.
Since Registrant's investments in bonds have various maturity dates through
2007, the value of such investments may be adversely impacted in an environment
of rising interest rates in the event Registrant decides to liquidate any such
investment prior to its maturity. Although Registrant may utilize reserves to
assist an under performing Property, it otherwise intends to hold such
investments to their respective maturities. Therefore, Registrant does not
anticipate any material adverse impact in connection with such investments.
15
AMERICAN TAX CREDIT PROPERTIES L.P.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
Registrant is not aware of any material legal proceedings.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None; see Item 5 regarding mortgage defaults of a Local Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
As discussed in Part I, Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations, Cobbet Hill Associates
Limited Partnership ("Cobbet") is unable to make the full mandatory debt
service payments on its first mortgage as a result of the lender's
elimination of its operating deficit loan program. The lender has
notified Cobbet that the lender considers such mortgages to be in
default.
As further discussed in Part I, Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations, Federal
Apartments Limited Partnership ("Federal") is three months in arrears on
its mortgage payments, including escrow deposits, and is therefore in
default under the terms of its mortgage. The Local General Partner is
currently conducting negotiations with the lender in an effort to remedy
the arrearage and to reach an agreement regarding the timing and level
of certain Property improvements that the lender has mandated. There can
be no assurance that the outstanding issues will be resolved and the
mortgage remains in default.
Item 6. Exhibits and Reports on form 8-K
a. Exhibits.
Exhibit 99.1 Certification of Chief Executive Officer
Exhibit 99.2 Certification of Chief Financial Officer
b. Reports on Form 8-K
None.
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
AMERICAN TAX CREDIT PROPERTIES L.P.
(a Delaware limited partnership)
By: Richman Tax Credit Properties L.P.,
General Partner
by: Richman Tax Credit Properties Inc.,
general partner
Dated: August 13, 2002 /s/ David Salzman
-------------------------------------
by: David Salzman
President of the general partner
of the General Partner
Dated: August 13, 2002 /s/ Neal Ludeke
-------------------------------------
by: Neal Ludeke
Vice President and Treasurer of
the general partner
of the General Partner
(Principal Financial and
Accounting Officer of Registrant)
17