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 September 29, 2002
------------------
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
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
2
AMERICAN TAX CREDIT PROPERTIES L.P.
BALANCE SHEETS
(UNAUDITED)
September 29, March 30,
Notes 2002 2002
----- ------------ ----------
ASSETS
Cash and cash equivalents $ 334,806 $ 223,677
Investments in bonds 2 1,386,615 1,390,836
Investment in local partnerships 3 1,280,154 1,398,685
Interest receivable 36,503 44,993
----------- -----------
$ 3,038,078 $ 3,058,191
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 26,586 $ 57,552
Payable to general partner and affiliates 247,772 78,999
----------- -----------
274,358 136,551
----------- -----------
Commitments and contingencies 3
Partners' equity (deficit)
General partner (338,228) (336,604)
Limited partners (41,286 units of limited
partnership interest outstanding) 3,085,365 3,246,144
Accumulated other comprehensive income, net 2 16,583 12,100
----------- -----------
2,763,720 2,921,640
----------- -----------
$ 3,038,078 $ 3,058,191
=========== ===========
See Notes to Financial Statements.
3
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
September 29, September 29, September 29, September 29,
Notes 2002 2002 2001 2001
----- ------------ ------------ ------------ ------------
REVENUE
Interest $ 21,321 $ 36,520 $ 37,324 $ 77,067
Other income from local partnerships 3 2,500 11,250 6,250 6,250
--------- --------- --------- ---------
TOTAL REVENUE 23,821 47,770 43,574 83,317
--------- --------- --------- ---------
EXPENSES
Administration fees 45,931 91,862 45,931 91,862
Management fee 43,867 87,734 43,867 87,734
Professional fees 12,566 28,134 15,714 28,941
Printing, postage and other 6,013 14,015 8,327 13,245
--------- --------- --------- ---------
TOTAL EXPENSES 108,377 221,745 113,839 221,782
--------- --------- --------- ---------
Loss from operations (84,556) (173,975) (70,265) (138,465)
Equity in income (loss) of
investment in local partnerships 3 47,768 11,572 18,852 (12,644)
--------- --------- --------- ---------
NET LOSS (36,788) (162,403) (51,413) (151,109)
Other comprehensive income (loss) 2 (3,431) 4,483 24,890 4,495
--------- --------- --------- ---------
COMPREHENSIVE LOSS $ (40,219) $(157,920) $ (26,523) $(146,614)
========= ========= ========= =========
NET LOSS ATTRIBUTABLE TO
General partner $ (368) $ (1,624) $ (514) $ (1,511)
Limited partners (36,420) (160,779) (50,899) (149,598)
--------- --------- --------- ---------
$ (36,788) $(162,403) $ (51,413) $(151,109)
========= ========= ========= =========
NET LOSS per unit of limited
partnership interest (41,286 units
of limited partnership interest) $ (.88) $ (3.89 $ (1.23) $ (3.62)
========= ========= ========= =========
See Notes to Financial Statements.
4
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 29, 2002 AND 2001
(UNAUDITED)
2002 2001
--------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 52,287 $ 85,699
Cash paid for
administration fees (10,823) (10,823)
professional fees (53,266) (51,539)
printing, postage and other expenses (19,849) (18,884)
--------- ---------
Net cash provided by (used in) operating activities (31,651) 4,453
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in local partnerships (29,068)
Cash distributions from local partnerships 141,353 162,761
Investments in bonds (includes accrued interest of
$198 and $1,636) (249,573) (260,851)
Maturities/redemptions and sales of bonds 251,000 357,000
--------- ---------
Net cash provided by investing activities 142,780 229,842
--------- ---------
Net increase in cash and cash equivalents 111,129 234,295
Cash and cash equivalents at beginning of period 223,677 77,589
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 334,806 $ 311,884
========= =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain on investments in bonds, net $ 4,483 $ 4,495
========= =========
- --------------------------------------------------------------------------------
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)
SIX MONTHS ENDED SEPTEMBER 29, 2002 AND 2001
(UNAUDITED)
2002 2001
--------- --------
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES
Net loss $(162,403) $(151,109)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Equity in (income) loss of investment in local
partnerships (11,572) 12,644
Distributions from local partnerships
classified as other income (11,250) (6,250)
Amortization of net premium on investments in
bonds 15,241 11,305
Accretion of zero coupon bonds (8,162) (8,162)
Decrease in interest receivable 8,688 5,489
Decrease in accounts payable and accrued
expenses (30,966) (28,194)
Increase in payable to general partner and
affiliates 168,773 168,730
--------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (31,651) $ 4,453
========= =========
See Notes to Financial Statements.
6
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 29, 2002
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America for interim financial information. They do not include all
information and footnotes required by accounting principles generally
accepted in the United States of America 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 September 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 and six month periods ended September
29, 2002 are not necessarily indicative of the results that may be expected
for the entire year.
2. Investments in Bonds
As of September 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 $ 215,512 $ 11,245 $ (80,617) $ 146,140
----------- ----------- ----------- -----------
U.S. Treasury debt securities
Within one year 531,293 11,194 -- 542,487
After one year through five years 336,233 42,548 -- 378,781
----------- ----------- ----------- -----------
867,526 53,742 -- 921,268
----------- ----------- ----------- -----------
U.S. government and agency securities
After five years through ten years 286,994 32,213 -- 319,207
----------- ----------- ----------- -----------
$ 1,370,032 $ 97,200 $ (80,617) $ 1,386,615
=========== =========== =========== ===========
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 $248,000. As of November 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)
SEPTEMBER 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 June 30, 2002, the Local Partnerships have outstanding mortgage loans
payable totaling approximately $72,994,000 and accrued interest payable on
such loans totaling approximately $5,422,000, which are secured by security
interests and liens common to mortgage loans on the Local Partnerships' real
property and other assets.
For the six months ended September 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 income of investment in local partnerships 11,572 *
Cash distributions received from Local
Partnerships (141,353)
Cash distributions from Local Partnerships
classified as other income 11,250
----------
Investment in local partnerships as of
September 29, 2002 $1,280,154
==========
*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 $1,856,374 for
the six months ended June 30, 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 June
30, 2002 and December 31, 2001 and the combined unaudited statements of
operations of the Local Partnerships for the three and six month periods
ended June 30, 2002 and 2001 are reflected on pages 9 and 10, respectively.
8
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 29, 2002
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of June 30, 2002 and
December 31, 2001 are as follows:
June 30, December 31,
2002 2001
------------ ------------
ASSETS
Cash and cash equivalents $ 1,070,873 $ 1,907,632
Rents receivable 244,355 197,661
Escrow deposits and reserves 4,618,732 3,806,701
Land 3,850,061 3,850,061
Buildings and improvements (net of accumulated
depreciation of $50,242,187 and $48,329,545) 57,227,980 58,998,432
Intangible assets (net of accumulated amortization
of $849,730 and $816,495) 1,581,510 1,545,008
Other assets 952,623 890,918
------------ ------------
$ 69,546,134 $ 71,196,413
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 1,612,783 $ 1,486,791
Due to related parties 5,932,534 5,942,957
Mortgage loans 72,994,111 73,205,174
Notes payable 932,414 932,414
Accrued interest 5,422,493 5,000,658
Other liabilities 346,265 345,235
------------ ------------
87,240,600 86,913,229
------------ ------------
Partners' equity (deficit)
American Tax Credit Properties L.P.
Capital contributions, net of distributions 33,934,193 34,019,701
Cumulative loss (31,695,464) (31,707,036)
------------ ------------
2,238,729 2,312,665
------------ ------------
General partners and other limited partners
Capital contributions, net of distributions 599,824 599,854
Cumulative loss (20,533,019) (18,629,335)
------------ ------------
(19,933,195) (18,029,481)
------------ ------------
(17,694,466) (15,716,816)
------------ ------------
$ 69,546,134 $ 71,196,413
============ ============
9
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 29, 2002
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the three
and six month periods ended June 30, 2002 and 2001 are as follows:
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2002 2002 2001 2001
------------ ----------- ------------ ----------
REVENUE
Rental $ 3,819,480 $ 7,531,621 $ 3,933,125 $ 7,722,619
Interest and other 48,680 110,129 62,657 128,870
----------- ----------- ----------- -----------
TOTAL REVENUE 3,868,160 7,641,750 3,995,782 7,851,489
----------- ----------- ----------- -----------
EXPENSES
Administrative 630,594 1,236,407 538,885 1,111,516
Utilities 367,873 831,216 309,597 835,059
Operating and maintenance 842,233 1,653,969 857,547 1,688,767
Taxes and insurance 488,978 999,233 458,972 895,978
Financial 1,427,623 2,859,027 1,590,689 3,173,369
Depreciation and amortization 971,011 1,954,010 974,857 1,953,015
----------- ----------- ----------- -----------
TOTAL EXPENSES 4,728,312 9,533,862 4,730,547 9,657,704
----------- ----------- ----------- -----------
NET LOSS $ (860,152) $(1,892,112) $ (734,765) $(1,806,215)
=========== =========== =========== ===========
NET EARNINGS (LOSS)
ATTRIBUTABLE TO
American Tax Credit Properties L.P. $ 47,768 $ 11,572 $ 18,852 $ (12,644)
General partners and other limited partners,
which includes $886,124, $1,856,374,
$731,806 and $1,745,506 of Partnership
loss in excess of investment (907,920) (1,903,684) (753,617) (1,793,571)
----------- ----------- ----------- -----------
$ (860,152) $(1,892,112) $ (734,765) $(1,806,215)
=========== =========== =========== ===========
The combined results of operations of the Local Partnerships for the three and
six month periods ended June 30, 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)
SEPTEMBER 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 June 30, 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 September 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") that qualify for the
low-income tax credit in accordance with Section 42 of the Internal Revenue Code
(the "Low-income Tax Credit"). During the six months ended September 29, 2002,
Registrant received cash from interest revenue, maturities/redemptions and sales
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 $107,000
during the six months ended September 29, 2002 (which includes a net unrealized
gain on investments in bonds of approximately $4,000, amortization of net
premium on investments in bonds of approximately $15,000 and accretion of zero
coupon bonds of approximately $8,000). 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 six
months ended September 29, 2002, the investment in local partnerships decreased
as a result of cash distributions received from Local Partnerships of $130,103
(exclusive of distributions from Local Partnerships of $11,250 classified as
other income), partially offset by Registrant's equity in the Local
Partnerships' net income for the six months ended June 30, 2002 of $11,572.
Payable to general partner and affiliates in the accompanying balance sheet as
of September 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. 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 September 29, 2002 and 2001
resulted in net losses of $36,788 and $51,413, respectively. Other comprehensive
income (loss) for the three months ended September 29, 2002 and 2001 resulted
from a net unrealized gain (loss) on investments in bonds of $(3,431) and
$24,890, respectively.
The Local Partnerships' net loss of approximately $860,000 for the three months
ended June 30, 2002 was attributable to rental and other revenue of
approximately $3,868,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $3,757,000 and approximately
$971,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $735,000 for the three months ended June 30, 2001 was
attributable to rental and other revenue of approximately $3,996,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $3,756,000 and approximately $975,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended June 30, 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)
Registrant's operations for the six months ended September 29, 2002 and 2001
resulted in net losses of $162,403 and $151,109, respectively. Other
comprehensive income for the six months ended September 29, 2002 and 2001
resulted from a net unrealized gain on investments in bonds of $4,483 and
$4,495, respectively.
The Local Partnerships' net loss of approximately $1,892,000 for the six months
ended June 30, 2002 was attributable to rental and other revenue of
approximately $7,642,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $7,580,000 and approximately
$1,954,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $1,806,000 for the six months ended June 30, 2001 was
attributable to rental and other revenue of approximately $7,851,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $7,704,000 and approximately $1,953,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the six months ended June 30, 2002 are not necessarily indicative of the results
that may be expected in future periods.
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 six months ended June 30, 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.
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 June 30, 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 to defer property management fees in order to avoid a default under the
mortgage. As of October 2002, Federal was three months in arrears on its
mortgage payments, including escrow deposits, and was therefore in default under
the terms of its mortgage. The Local General Partner has reported that
successful negotiations with the lender have recently been concluded, resulting
in a refinancing and the payment of all arrearages. The lender has not yet
executed the refinancing documents 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
six months ended June 30, 2002 of approximately $8,000 and approximately
$27,000, 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)
4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $40,000 for the six months ended June 30, 2002 due to
vacancies resulting from deferred unit maintenance and associated required
capital improvements. As of September 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.
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. 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 certain Local
Partnerships.
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, as of
October 2002 Federal Apartments Limited Partnership ("Federal") was
three months in arrears on its mortgage payments, including escrow
deposits, and was therefore in default under the terms of its
mortgage. The Local General Partner has reported that successful
negotiations with the lender have recently been concluded, resulting
in a refinancing and the payment of all arrearages. The lender has
not yet executed the refinancing documents 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: November 13, 2002 /s/ David Salzman
-----------------------------------------
by: David Salzman
President of the general partner of the
General Partner
Dated: November 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