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 December 30, 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)
December 30, March 30,
Notes 2002 2002
----- ---- ----
ASSETS
Cash and cash equivalents $ 132,942 $ 223,677
Investments in bonds 2 1,230,299 1,390,836
Investment in local partnerships 3 1,372,963 1,398,685
Interest receivable 14,461 44,993
----------- -----------
$ 2,750,665 $ 3,058,191
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 39,694 $ 57,552
Payable to general partner and affiliates 2,165 78,999
----------- -----------
41,859 136,551
----------- -----------
Commitments and contingencies 3
Partners' equity (deficit)
General partner (338,597) (336,604)
Limited partners (41,286 units of limited
partnership interest outstanding) 3,048,887 3,246,144
Accumulated other comprehensive income
(loss), net 2 (1,484) 12,100
----------- -----------
2,708,806 2,921,640
----------- -----------
$ 2,750,665 $ 3,058,191
=========== ===========
See Notes to Financial Statements.
3
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Nine Three Nine
Months Months Months Months
Ended Ended Ended Ended
December December December December
Notes 30, 2002 30, 2002 30, 2001 30, 2001
----- --------- --------- --------- --------
REVENUE
Interest $ 25,442 $ 61,962 $ 41,474 $ 118,541
Other income from local
partnerships 3 11,250 6,250
---------- ---------- --------- ----------
TOTAL REVENUE 25,442 73,212 41,474 124,791
---------- ---------- --------- ----------
EXPENSES
Administration fees 45,930 137,792 45,930 137,792
Management fee 43,877 131,611 43,877 131,611
Professional fees 15,248 43,382 30,636 59,577
Printing, postage and other 17,112 31,127 17,539 30,784
---------- ---------- --------- ----------
TOTAL EXPENSES 122,167 343,912 137,982 359,764
---------- ---------- --------- ----------
Loss from operations (96,725) (270,700) (96,508) (234,973)
Equity in income (loss) of
investment in local
partnerships 3 59,878 71,450 (15,364) (28,008)
---------- ---------- --------- ----------
NET LOSS (36,847) (199,250) (111,872) (262,981)
Other comprehensive loss 2 (18,067) (13,584) (36,492) (31,997)
---------- ---------- --------- ----------
COMPREHENSIVE LOSS $ (54,914) $(212,834) $(148,364) $(294,978)
========= ========= ========= =========
NET LOSS ATTRIBUTABLE TO
General partner $ (369) $ (1,993) $ (1,119) $ (2,630)
Limited partners (36,478) (197,257) (110,753) (260,351)
---------- ---------- --------- ----------
$ (36,847) $(199,250) $(111,872) $(262,981)
========= ========= ========= =========
NET LOSS per unit of limited
partnership interest
(41,286 units of limited
partnership interest) $ (.89) $ (4.78) $ (2.68) $ (6.31)
========= ========= ========= =========
See Notes to Financial Statements.
4
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 30, 2002 AND 2001
(UNAUDITED)
2002 2001
----------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 100,020 $ 142,169
Cash paid for
administration fees (170,765) (166,430)
management fee (175,472) (175,472)
professional fees (55,952) (58,113)
printing, postage and other expenses (36,415) (36,380)
--------- ---------
Net cash used in operating activities (338,584) (294,226)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in local partnerships (32,931) (29,068)
Cash distributions from local partnerships 141,353 162,761
Investments in bonds (includes accrued interest of
$198 and $1,636) (249,573) (259,215)
Maturities/redemptions and sales of bonds 389,000 457,000
--------- ---------
Net cash provided by investing activities 247,849 331,478
--------- ---------
Net increase (decrease) in cash and cash
equivalents (90,735) 37,252
Cash and cash equivalents at beginning of period 223,677 77,589
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 132,942 $ 114,841
========= =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized loss on investments in bonds, net $ (13,584) $ (31,997)
========= =========
- --------------------------------------------------------------------------------
See reconciliation of net loss to net cash used in operating activities on page
6.
See Notes to Financial Statements.
5
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS - (Continued)
NINE MONTHS ENDED DECEMBER 30, 2002 AND 2001
(UNAUDITED)
2002 2001
---------- ---------
RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES
Net loss $(199,250) $(262,981)
Adjustments to reconcile net loss to net cash used
in operating activities
Equity in (income) loss of investment in local
partnerships (71,450) 28,008
Distributions from local partnerships
classified as other income (11,250) (6,250)
Amortization of net premium on investments in
bonds 19,593 20,426
Accretion of zero coupon bonds (12,265) (12,265)
Decrease in interest receivable 30,730 15,467
Decrease in accounts payable and accrued
expenses (17,858) (1,967)
Decrease in payable to general partner and
affiliates (76,834) (74,664)
NET CASH USED IN OPERATING ACTIVITIES $(338,584) $(294,226)
========= =========
See Notes to Financial Statements.
6
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 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 December 30, 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 nine month periods ended December
30, 2002 are not necessarily indicative of the results that may be expected
for the entire year.
2. Investments in Bonds
As of December 30, 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 $ 214,051 $ 10,290 $ (83,507) $ 140,834
----------- ----------- ----------- -----------
U.S. Treasury debt securities
Within one year 553,204 20,601 -- 573,805
After one year through five
years 173,431 21,909 -- 195,340
----------- ----------- ----------- -----------
726,635 42,510 -- 769,145
----------- ----------- ----------- -----------
U.S. government and agency securities
After one year through five
years 291,097 29,223 -- 320,320
----------- ----------- ----------- -----------
$ 1,231,783 $ 82,023 $ (83,507) $ 1,230,299
=========== =========== =========== ===========
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 $247,000. As of February 13, 2003, 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)
DECEMBER 30, 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
$35,117,340, which includes advances made to certain Local Partnerships. As
of September 30, 2002, the Local Partnerships have outstanding mortgage loans
payable totaling approximately $72,922,000 and accrued interest payable on
such loans totaling approximately $5,549,000, which are secured by security
interests and liens common to mortgage loans on the Local Partnerships' real
property and other assets.
For the nine months ended December 30, 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 71,450 *
Cash distributions received from Local
Partnerships (141,353)
Advances to Local Partnerships 32,931
Cash distributions from Local Partnerships
classified as other income 11,250
-----------
Investment in local partnerships as of December
30, 2002 $1,372,963
==========
*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 $2,687,898 for
the nine months ended September 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
September 30, 2002 and December 31, 2001 and the combined unaudited
statements of operations of the Local Partnerships for the three and nine
month periods ended September 30, 2002 and 2001 are reflected on pages 9 and
10, respectively.
8
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
DECEMBER 30, 2002
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of September 30,
2002 and December 31, 2001 are as follows:
September 30, December 31,
2002 2001
------------ -------------
ASSETS
Cash and cash equivalents $ 1,337,912 $ 1,907,632
Rents receivable 328,365 197,661
Escrow deposits and reserves 3,980,836 3,806,701
Land 3,850,061 3,850,061
Buildings and improvements (net of accumulated
depreciation of $51,203,266 and $48,329,545) 56,968,511 58,998,432
Intangible assets (net of accumulated amortization
of $866,454 and $816,495) 1,563,209 1,545,008
Other assets 963,928 890,918
------------ ------------
$ 68,992,822 $ 71,196,413
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 1,922,670 $ 1,486,791
Due to related parties 5,819,891 5,942,957
Mortgage loans 72,922,444 73,205,174
Notes payable 932,414 932,414
Accrued interest 5,549,274 5,000,658
Other liabilities 339,237 345,235
------------ ------------
87,485,930 86,913,229
------------ ------------
Partners' equity (deficit)
American Tax Credit Properties L.P.
Capital contributions, net of distributions 33,931,230 34,019,701
Cumulative loss (31,635,586) (31,707,036)
------------ ------------
2,295,644 2,312,665
------------ ------------
General partners and other limited partners
Capital contributions, net of distributions 599,824 599,854
Cumulative loss (21,388,576) (18,629,335)
------------ ------------
(20,788,752) (18,029,481)
------------ ------------
(18,493,108) (15,716,816)
------------ ------------
$ 68,992,822 $ 71,196,413
============ ============
9
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
DECEMBER 30, 2002
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the three
and nine month periods ended September 30, 2002 and 2001 are as follows:
Three Months Nine Months Three Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2002 2002 2001 2001
------------ ------------ ------------ -------------
REVENUE
Rental $ 3,813,723 $ 11,345,344 $ 3,822,840 $ 11,545,459
Interest and other 79,855 189,984 88,760 217,630
------------ ------------ ------------ ------------
TOTAL REVENUE 3,893,578 11,535,328 3,911,600 11,763,089
------------ ------------ ------------ ------------
EXPENSES
Administrative 620,485 1,856,892 502,623 1,614,139
Utilities 282,596 1,113,812 406,209 1,241,268
Operating and maintenance 837,807 2,491,776 817,057 2,505,824
Taxes and insurance 541,145 1,540,378 442,434 1,338,412
Financial 1,425,987 4,285,014 1,546,561 4,719,930
Depreciation and amortization 981,237 2,935,247 975,772 2,928,787
------------ ------------ ------------ ------------
TOTAL EXPENSES 4,689,257 14,223,119 4,690,656 14,348,360
------------ ------------ ------------ ------------
NET LOSS $ (795,679) $ (2,687,791) $ (779,056) $ (2,585,271)
============ ============ ============ ============
NET EARNINGS (LOSS)
ATTRIBUTABLE TO
American Tax Credit
Properties L.P. $ 59,878 $ 71,450 $ (15,364) $ (28,008)
General partners and other
limited partners, which
includes $831,524,
$2,687,898, $743,681 and
$2,489,187 of Partnership
loss in excess of investment (855,557) (2,759,241) (763,692) (2,557,263)
------------ ------------ ------------ ------------
$ (795,679) $ (2,687,791) $ (779,056) $ (2,585,271)
============ ============ ============ ============
The combined results of operations of the Local Partnerships for the three and
nine month periods ended September 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)
DECEMBER 30, 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 September 30, 2002, Cobbet has accumulated
approximately $1,660,000 of debt service arrearages (including late fees of
approximately $195,000). 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. As of December 30, 2002, the Partnership has advanced
$150,000 and the Local General Partners have advanced $125,000. 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.
The Partnership advanced $32,931 during the nine months ended December 30,
2002 to 4611 South Drexel Limited Partnership to fund operating deficits.
Cumulative advances as of December 30, 2002 are $400,841. Such advances have
been recorded as investment in local partnerships and have been offset by
additional equity in loss of investment in local partnerships.
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 December 30, 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 nine months ended December 30, 2002,
Registrant received cash from interest revenue, maturities/redemptions and sales
of bonds and distributions from Local Partnerships and utilized cash for
operating expenses, investments in bonds and advances to a Local Partnership
(see Local Partnership Matters below), which advances have been recorded as
investment in local partnerships. Cash and cash equivalents and investments in
bonds decreased, in the aggregate, by approximately $251,000 during the nine
months ended December 30, 2002 (which includes a net unrealized loss on
investments in bonds of approximately $14,000, amortization of net premium on
investments in bonds of approximately $20,000 and accretion of zero coupon bonds
of approximately $12,000). 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 nine
months ended December 30, 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 nine months ended September 30, 2002 of $71,450
and advances made to a Local Partnership of $32,931 (see discussion below under
Local Partnership Matters). Payable to general partner and affiliates in the
accompanying balance sheet as of December 30, 2002 represents accrued
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 December 30, 2002 and 2001
resulted in net losses of $36,847 and $111,872, respectively. The decrease in
net loss is primarily the result of a decrease in the equity in loss of
investment in local partnerships (resulting in income) of approximately $75,000,
which decrease is primarily the result of a decrease in the net operating losses
of certain Local Partnerships in which Registrant continues to have an
investment balance. Other comprehensive loss for the three months ended December
30, 2002 and 2001 resulted from a net unrealized loss on investments in bonds of
$18,067 and $36,492, respectively.
12
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
The Local Partnerships' net loss of approximately $796,000 for the three months
ended September 30, 2002 was attributable to rental and other revenue of
approximately $3,893,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $3,708,000 and approximately
$981,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $779,000 for the three months ended September 30, 2001 was
attributable to rental and other revenue of approximately $3,912,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $3,715,000 and approximately $976,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended September 30, 2002 are not necessarily indicative of the
results that may be expected in future periods.
Registrant's operations for the nine months ended December 30, 2002 and 2001
resulted in net losses of $199,250 and $262,981, respectively. The decrease in
net loss is primarily the result of a decrease in the equity in loss of
investment in local partnerships (resulting in income) of approximately $99,000,
which decrease is primarily the result of a decrease in the net operating losses
of certain Local Partnerships in which Registrant continues to have an
investment balance, partially offset by a decrease in interest revenue of
approximately $57,000. Other comprehensive loss for the nine months ended
December 30, 2002 and 2001 resulted from a net unrealized loss on investments in
bonds of $13,584 and $31,997, respectively.
The Local Partnerships' net loss of approximately $2,688,000 for the nine months
ended September 30, 2002 was attributable to rental and other revenue of
approximately $11,535,000, exceeded by operating and interest expenses
(including interest on non-mandatory debt) of approximately $11,288,000 and
approximately $2,935,000 of depreciation and amortization expense. The Local
Partnerships' net loss of approximately $2,585,000 for the nine months ended
September 30, 2001 was attributable to rental and other revenue of approximately
$11,763,000, exceeded by operating and interest expenses (including interest on
non-mandatory debt) of approximately $11,419,000 and approximately $2,929,000 of
depreciation and amortization expense. The results of operations of the Local
Partnerships for the nine months ended September 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 in 2001, resulting in both a lower rent subsidy
(resulting in lower NOI) and lower mandatory debt service.
13
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
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 nine months ended September 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.
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 September 30, 2002,
Cobbet has accumulated approximately $1,660,000 of debt service arrearages
(including late fees of approximately $195,000). 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. As of December 30, 2002, Registrant has advanced
$150,000 and the Local General Partners have advanced $125,000. 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 been concluded, resulting in a
refinancing, the payment of all arrearages and the curing of the 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.
14
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
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
nine months ended September 30, 2002 of approximately $33,000 and approximately
$53,000, 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.
4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $45,000 for the nine months ended September 30, 2002
due to vacancies resulting from deferred unit maintenance and associated
required capital improvements. Registrant has made cumulative advances to South
Drexel of $400,841 as of December 30, 2002, $32,931 of which was advanced during
the nine months then ended. 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.
As a result of the identification of an unsafe condition impacting 16 of the
Property's 144 dwelling units, HUD suspended all payments to Blue Hill Housing
Limited Partnership ("Blue Hill") effective January 10, 2003 under the terms of
Blue Hill's Section 8 contract. HUD has agreed to continue making the Section 8
payments, including the suspended payments, upon the replacement of the property
management agent of Blue Hill. A replacement management agent has been
identified by the Local General Partners, who are in the process of obtaining
lender and local agency approval. The Local General Partners anticipate that the
replacement management agent will be in place during February 2003.
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 and
the associated bond rating. 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.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
a. Within the 90 days prior to the date of this report, Registrant's Chief
Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of Registrant's "disclosure controls and procedures" as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and
15(d)-14(c)). Based on that evaluation, Registrant's Chief Executive Officer
and Principal Financial Officer have concluded that as of the date of the
evaluation, Registrant's disclosure controls and procedures were adequate and
effective in timely alerting them to material information relating to
Registrant required to be included in Registrant's periodic SEC filings.
Changes in Internal Controls
b. There were no significant changes in Registrant's internal controls or in
other factors that could significantly affect Registrant's internal controls
subsequent to the date of that evaluation.
16
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 were concluded, resulting in a
refinancing, the payment of all arrearages and a curing of the
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
17
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: February 13, 2003 /s/ David Salzman
-------------------------------
by: David Salzman
Chief Executive Officer
Dated: February 13, 2003 /s/ Neal Ludeke
-------------------------------
by: Neal Ludeke
Chief Financial Officer
18
CERTIFICATIONS
I, David Salzman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Tax Credit
Properties L.P. (the "Company");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date (the "Evaluation Date") within 90 days prior
to the filing date of this quarterly report; and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officer and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee
of the Company's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for
the Company's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the Evaluation Date, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 13, 2003 /s/ David Salzman
-----------------------------
by: David Salzman
Chief Executive Officer
of Richman Tax Credit
Properties Inc.,
general partner of
Richman Tax Credit
Properties L.P.,
general partner of the
Company
19
I, Neal Ludeke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Tax Credit
Properties L.P. (the "Company");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officer and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date (the "Evaluation Date") within 90 days prior
to the filing date of this quarterly report; and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officer and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee
of the Company's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for
the Company's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the Evaluation Date, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 13, 2003 /s/ Neal Ludeke
------------------------------
by: Neal Ludeke
Chief Financial Officer
of Richman Tax Credit
Properties Inc.,
general partner of
Richman Tax Credit
Properties L.P.,
general partner of the
Company
20