UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year
ended March 30, 2003
OR
[]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ____________
0-17619
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(Commission File Number)
American Tax Credit Properties L.P.
-----------------------------------
(Exact name of registrant as specified in its governing instruments)
Delaware 13-3458875
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
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
--------------------
Securities registered pursuant to Section 12(b) of the Act:
None None
- -------------------- -------------------------------------------
(Title of each Class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
- -------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days. Yes X No__
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---
Registrant has no voting stock.
Documents incorporated by reference:
Part I - pages 21 through 35 and 51 through 75 of the prospectus dated May 6,
1988, as supplemented by Supplement No. 1 and Supplement No. 2 dated August 11,
1988 and September 20, 1988, respectively, filed pursuant to Rule 424(b)(3)
under the Securities Act of 1933.
PART I
Item 1. Business
Formation
American Tax Credit Properties L.P. ("Registrant"), a Delaware limited
partnership, was formed on February 12, 1988 to invest primarily in leveraged
low-income multifamily residential complexes (the "Property" or "Properties")
that qualify for the low-income tax credit in accordance with Section 42 of the
Internal Revenue Code (the "Low-income Tax Credit"), through the acquisition of
limited partnership equity interests in partnerships (the "Local Partnership" or
"Local Partnerships") that are the owners of the Properties. Registrant invested
in nineteen such Properties, including one Property that also qualifies for the
historic rehabilitation tax credit in accordance with Section 48(g) of the
Internal Revenue Code of 1986 (the "Historic Rehabilitation Tax Credit").
Registrant considers its activity to constitute a single industry segment.
Richman Tax Credit Properties L.P. (the "General Partner"), a Delaware limited
partnership, was formed on February 10, 1988 to act as the general partner of
Registrant. The general partners of the General Partner are Richard Paul Richman
and Richman Tax Credit Properties Inc. ("Richman Tax"), a Delaware corporation
that is wholly-owned by Richard Paul Richman. Richman Tax is an affiliate of The
Richman Group, Inc. ("Richman Group"), a Delaware corporation founded by Richard
Paul Richman in 1988.
The Amendment No. 2 to the Registration Statement on Form S-11 was filed with
the Securities and Exchange Commission (the "Commission") on April 29, 1988
pursuant to the Securities Act of 1933 under Registration Statement File No.
33-20391, and was declared effective on May 4, 1988. Reference is made to the
prospectus dated May 6, 1988, as supplemented by Supplement No. 1 and Supplement
No. 2 dated August 11, 1988 and September 20, 1988, respectively, filed with the
Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933 (the
"Prospectus"). Pursuant to Rule 12b-23 of the Commission's General Rules and
Regulations promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the description of Registrant's business set forth under
the heading "Investment Objectives and Policies" at pages 51 through 75 of the
Prospectus is incorporated herein by reference.
On May 11, 1988, Registrant commenced, through Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch"), the offering of up to 50,000 units of
limited partnership interest ("Unit") at $1,000 per Unit to investors. On August
19, 1988 and November 15, 1988, the closings for 23,603 and 17,683 Units,
respectively, took place, amounting to aggregate limited partners' capital
contributions of $41,286,000.
Competition
Pursuant to Rule 12b-23 of the Commission's General Rules and Regulations
promulgated under the Exchange Act, the description of Registrant's competition,
general risks, tax risks and partnership risks set forth under the heading "Risk
Factors" at pages 21 through 35 of the Prospectus is incorporated herein by
reference.
Tax Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous Revenue
Act of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus Budget
Reconciliation Act of 1990, Tax Extension Act of 1991, Omnibus Budget
Reconciliation Act of 1993, Uruguay Round Agreements Act, Tax and Trade Relief
Extension Act of 1998, Tax and Trade Relief Extension Act of 1999, Community
Renewal Tax Relief Act of 2000, Economic Growth and Tax Relief Reconciliation
Act of 2001 and Job Creation and Worker Assistance Act of 2002 (collectively the
"Tax Acts")
Registrant is organized as a limited partnership and is a "pass through" tax
entity which does not, itself, pay federal income tax. However, the partners of
Registrant who are subject to federal income tax may be affected by the Tax
Acts. Registrant will consider the effect of certain aspects of the Tax Acts on
the partners when making decisions regarding its investments. Registrant does
not anticipate that the Tax Acts will currently have a material adverse impact
on Registrant's business operations, capital resources and plans or liquidity.
Employees
Registrant employs no personnel and incurs no payroll costs. All management
activities of Registrant are conducted by the General Partner. An affiliate of
the General Partner employs individuals who perform the management activities of
Registrant. This entity also performs similar services for other affiliates of
the General Partner.
2
Item 2. Properties
The executive offices of Registrant and the General Partner are located at 599
West Putnam Avenue, 3rd floor, Greenwich, Connecticut 06830. Registrant does not
own or lease any properties. Registrant pays no rent; all charges for leased
space are borne by an affiliate of the General Partner.
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 substantially 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. In April 1997, B & V,
Ltd. ("B & V") suffered its final event of recapture of Low-income Tax Credits
due to a hurricane which substantially damaged the property owned by such Local
Partnership and the failure of the property to be fully-rebuilt, primarily due
to the non-performance of the insurance company and the resulting foreclosure
action taken by the lender. In May 1998, B & V Phase I, Ltd. ("B & V Phase I")
suffered an event of recapture of Low-income Tax Credits resulting from the same
hurricane and a resulting foreclosure. Due to delays in the reconstruction of
the complex, B & V Phase I was unable to comply with the terms of its agreement
with the lender. In April 1998, Erie Associates Limited Partnership ("Erie")
suffered an event of recapture as a result of a foreclosure sale directed by the
lender, due to accumulated arrearages under the terms of the mortgage.
Although Registrant generally owns a 98.9%-99% limited partnership interest
("Local Partnership Interest") in the Local Partnerships, Registrant and
American Tax Credit Properties II L.P. ("ATCP II"), a Delaware limited
partnership and an affiliate of Registrant, together, in the aggregate, own a
99% Local Partnership Interest in Santa Juanita Limited Dividend Partnership
L.P. ("Santa Juanita"); the ownership percentages of Registrant and ATCP II of
Santa Juanita are 34.64% and 64.36%, respectively.
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") (see descriptions of subsidies on page 5). 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.
3
Item 2. Properties (continued)
Mortgage loans
Name of Local Partnership Number payable as of Subsidy
Name of apartment complex of rental Capital December 31, (see
Apartment complex location units contribution 2002 footnotes)
- -------------------------------- --------- ------------- -------------- ---------
4611 South Drexel Limited Partnership
South Drexel Apartments
Chicago, Illinois 44 $ 777,699 $ 1,290,624 (1c)
B & V, Ltd.
Homestead Apartments
Homestead, Florida 158 2,050,795 --(3)
B & V Phase I, Ltd.
Gardens of Homestead
Homestead, Florida 97 140,000 --(3)
Blue Hill Housing Limited Partnership
Blue Hill Housing
Grove Hall, Massachusetts 144 4,506,082 6,351,495 (1a)
Cityside Apartments, L.P.
Cityside Apartments
Trenton, New Jersey 126 6,098,988 7,367,838 (1a)
Cobbet Hill Associates Limited Partnership
Cobbet Hill Apartments
Lynn, Massachusetts 117 5,060,942 13,705,488 (1a&b)
Dunbar Limited Partnership
Spring Grove Apartments
Chicago, Illinois 100 1,518,229 4,926,101 (1a&e)
Dunbar Limited Partnership No. 2
Park View Apartments
Chicago, Illinois 102 1,701,849 5,254,348 (1a&e)
Erie Associates Limited Partnership
Erie Apartments
Springfield, Massachusetts 18 755,737 --(3)
Federal Apartments Limited Partnership
Federal Apartments
Fort Lauderdale, Florida 164 2,832,224 4,866,445 (1a)
Golden Gates Associates
Golden Gates
Brooklyn, New York 85 879,478 4,526,635 (1b)
Grove Park Housing, A California Limited Partnership Grove
Park Apartments
Garden Grove, California 104 1,634,396 6,719,705 (1a)
4
Item 2. Properties (continued)
Mortgage loans
Name of Local Partnership Number payable as of Subsidy
Name of apartment complex of rental Capital December 31, (see
Apartment complex location units contribution 2002 footnotes)
- -------------------------------- --------- ------------- -------------- ---------
Gulf Shores Apartments Ltd.
Morgan Trace Apartments
Gulf Shores, Alabama 50 $ 352,693 $ 1,471,397 (1b)
Hilltop North Associates, A Virginia Limited Partnership
Hilltop North Apartments
Richmond, Virginia 160 1,470,734 3,133,602 (1a)
Madison-Bellefield Associates
Bellefield Dwellings
Pittsburgh, Pennsylvania 158 1,047,744 3,103,564 (1a)
Pine Hill Estates Limited Partnership
Pine Hill Estates
Shreveport, Louisiana 110 613,499 2,317,500 (1a&d)
Santa Juanita Limited Dividend Partnership L.P.
Santa Juanita Apartments
Bayamon, Puerto Rico 45 313,887 1,429,828 (1a&b)
Vista del Mar Limited Dividend Partnership L.P.
Vista del Mar Apartments
Fajardo, Puerto Rico 152 3,097,059 5,091,354 (1a&b)
Winnsboro Homes Limited Partnership
Winnsboro Homes
Winnsboro, Louisiana 50 289,730 1,248,942 (1a&d)
------------ ------------
$35,141,765 $ 72,804,866
============ ============
(1) Description of subsidies:
(a) Section 8 of Title II of the Housing and Community Development
Act of 1974 allows qualified low-income tenants to pay thirty
percent of their monthly income as rent with the balance paid by
the federal government.
(b) The Local Partnership's debt structure includes a principal or
interest payment subsidy.
(c) The city of Chicago Housing Authority allows qualified low-income
tenants to receive rental certificates.
(d) The Local Partnership's Section 8 contracts are currently subject
to renewal under applicable HUD guidelines.
(e) The Local Partnership has entered into a restructuring agreement
of its Section 8 contracts and debt structure under applicable
HUD guidelines.
(2) Reflects amount attributable to Registrant only.
(3) The property was lost through lender's foreclosure. The Local
Partnership has no underlying assets and liabilities and is not
included in the combined balance sheets of the Local Partnerships
as of December 31, 2002 and 2001 in Note 5 to the financial
statements.
5
Item 3. Legal Proceedings
Registrant is not aware of any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the limited partners of Registrant
during the fourth quarter of the fiscal year covered by this report.
6
PART II
Item 5. Market for Registrant's Common Equity and Related Security Holder
Matters
Market Information and Holders
There is no established public trading market for Registrant's Units.
Accordingly, accurate information as to the market value of a Unit at any given
date is not available. The number of owners of Units as of May 31, 2003 was
approximately 2,600, holding 41,286 Units.
Merrill Lynch follows internal guidelines for providing estimated values of
limited partnerships and other direct investments reported on client account
statements. Pursuant to such guidelines, estimated values for limited
partnership interests reported on Merrill Lynch client account statements (such
as Registrant's Units) are provided to Merrill Lynch by independent valuation
services. These estimated values are based on financial and other information
available to the independent services (i) on the prior August 15th for reporting
on December year-end and subsequent client account statements through the
following May's month-end client account statements and (ii) on March 31st for
reporting on June month-end and subsequent client account statements through the
November month-end client account statements of the same year. In addition,
Registrant may provide an estimate of value to Unit holders from time to time in
Registrant's reports to limited partners. The estimated values provided by the
independent services and Registrant, which may differ, are not market values and
Unit holders may not be able to sell their Units or realize either amount upon a
sale of their Units. In addition, Unit holders may not realize such estimated
values upon the liquidation of Registrant.
Distributions
Registrant owns a limited partnership interest in Local Partnerships that are
the owners of Properties that are leveraged and receive government assistance in
various forms of rental and debt service subsidies. The distribution of cash
flow generated by the Local Partnerships may be restricted, as determined by
each Local Partnership's financing and subsidy agreements. Accordingly,
Registrant does not anticipate that it will provide significant cash
distributions to its partners. There were no cash distributions to the partners
during the years ended March 30, 2003 and 2002.
Low-income Tax Credits and Historic Rehabilitation Tax Credits (together, the
"Tax Credits"), which are subject to various limitations, may be used by
partners to offset federal income tax liabilities. The Tax Credits per Unit
generated by Registrant and allocated to the limited partners for the tax years
ended December 31, 2002 and 2001 and the cumulative Tax Credits, net of
recaptured Low-income Tax Credits, allocated from inception through December 31,
2002 are as follows:
Historic Net
Rehabilitation Low-income
Tax Credits Tax Credits
--------------- ------------
Tax year ended December 31, 2002 $ -- $ 1.10
Tax year ended December 31, 2001 -- 1.10
Cumulative totals $ 71.88 $ 1,456.48
Registrant generated total Tax Credits from investments in Local Partnerships of
approximately $1,528 per Unit through December 31, 2002, net of circumstances
which have given rise to, and notwithstanding future circumstances which may
give rise to, recapture and loss of future benefits (see Part I, Item 2 -
Properties and Part II, Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations, herein). The Ten Year Credit
Period for all of the Properties was substantially exhausted as of December 31,
2001.
7
Item 6. Selected Financial Data
The information set forth below presents selected financial data of Registrant.
Additional detailed financial information is set forth in the audited financial
statements included under Part II, Item 8 herein.
Years Ended March 30,
-----------------------------------------------------------------------------------
2003 2002 2001 2000 1999
----------- ---------- ---------- ---------- -----------
Interest and other revenue $ 100,999 $ 165,149 $ 187,488 $ 207,610 $ 249,174
========== ========== ========== ========== ==========
Equity in loss of investment
in local partnerships $ (143,793) $ (102,800) $(1,227,326) $(1,075,642) $(2,262,176)
========== ========== ========== ========== ==========
Net loss $ (560,050) $ (387,357) $(1,468,424) $(1,370,463) $(2,543,362)
========== ========== ========== ========== ==========
Net loss per unit of limited
partnership interest $ (13.43) $ (9.29) $ (35.21) $ (32.86) $ (60.99)
========== ========== ========== ========== ==========
As of March 30,
-----------------------------------------------------------------------------------
2003 2002 2001 2000 1999
---------- ---------- ---------- ---------- -----------
Total assets $2,546,633 $3,058,191 $3,537,540 $4,961,826 $6,478,405
========== ========== ========== ========== ==========
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Capital Resources and Liquidity
Registrant admitted limited partners in two closings with aggregate limited
partners' capital contributions of $41,286,000. In connection with the offering
of the sale of units, Registrant incurred organization and offering costs of
approximately $4,781,000 and established a working capital reserve of
approximately $2,271,000. The remaining net proceeds of approximately
$34,234,000 (the "Net Proceeds") were available to be applied to the acquisition
of limited partnership interests in local partnerships (the "Local
Partnerships") that own low-income multifamily residential complexes (the
"Property" or "Properties") that qualify for the low-income tax credit in
accordance with Section 42 of the Internal Revenue Code (the "Low-income Tax
Credit"); one Local Partnership owns a Property that also qualifies for the
historic rehabilitation tax credit in accordance with Section 48 (g) of the
Internal Revenue Code of 1986. The Net Proceeds were utilized in acquiring an
interest in eighteen Local Partnerships.
As of March 30, 2003, Registrant has cash and cash equivalents and investments
in bonds totaling $1,334,782, which is available for operating expenses of
Registrant and circumstances which may arise in connection with the Local
Partnerships. As of March 30, 2003, Registrant's investments in bonds represent
corporate bonds of $142,295, U.S. Treasury bonds of $755,507 and U.S. government
agency bonds of 324,521, with various maturity dates ranging from 2003 to 2007.
Registrant acquired such investments in bonds with the intention of utilizing
proceeds generated by such investments to meet its annual obligations. Future
sources of Registrant funds are expected to be primarily from interest earned on
working capital and limited cash distributions from Local Partnerships.
During the year ended March 30, 2003, Registrant received cash from interest
revenue, redemptions/maturities 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). Cash and
cash equivalents and investments in bonds decreased, in the aggregate, by
approximately $280,000 during the year ended March 30, 2003 (which includes a
net unrealized loss on investments in bonds of approximately $21,000, the
amortization of net premium on investments in bonds of approximately $24,000 and
the accretion of zero coupon bonds of approximately $16,000). 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.
8
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
During the year ended March 30, 2003, the investment in local partnerships
decreased as a result of Registrant's equity in the Local Partnerships' net loss
for the year ended December 31, 2002 of $143,793 and cash distributions received
from Local Partnerships of $130,103 (exclusive of distributions from Local
Partnerships of $23,750 classified as other income), partially offset by
advances made to a Local Partnership of $57,356 (see discussion below under
Local Partnership Matters). Payable to general partner and affiliates in the
accompanying balance sheets as of March 30, 2003 and 2002 represents deferred
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
generally 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, except to the extent that Registrant has an outstanding commitment
to fund future amounts on behalf of a 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 5 to Registrant's financial statements include
the operating results of those Local Partnerships still operating as of the
dates indicated, 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 years ended March 30, 2003, 2002 and 2001
resulted in net losses of $560,050, $387,357 and $1,468,424, respectively. The
increase in net loss from 2002 to 2003 is primarily attributable to (i) a
decrease in interest revenue of approximately $69,000 as a result of lower
average balances of cash and cash equivalents and investments in bonds and lower
money market rates, (ii) an increase in printing, postage and other expenses of
approximately $70,000, resulting primarily from the accrual of $75,000 as a
result of a new filing fee charged to partnerships in the state of New Jersey
and (iii) an increase in equity in loss of investment in local partnerships of
approximately $41,000, which increase is primarily attributable to the
recognition of income in fiscal 2002 of $150,000 that had been recorded as a
commitment to a local Partnership in a prior year, partially offset by a
decrease in the net operating losses of certain Local Partnerships in which the
Partnership continues to have an investment balance. The decrease in net loss
from 2001 to 2002 is primarily attributable to a decrease in equity in loss of
investment in local partnerships of approximately $1,125,000, which decrease is
primarily attributable to an increase in the nonrecognition of losses in
accordance with the equity method of accounting.
The Local Partnerships' loss from operations of approximately $4,197,000 for the
year ended December 31, 2002 includes depreciation and amortization expense of
approximately $3,956,000 and interest on non-mandatory debt of approximately
$682,000, and does not include principal payments on permanent mortgages of
approximately $754,000. The Local Partnerships' loss from operations of
approximately $4,130,000 for the year ended December 31, 2001 includes
depreciation and amortization expense of approximately $4,057,000 and interest
on non-mandatory debt of approximately $604,000, and does not include principal
payments on permanent mortgages of approximately $769,000. The Local
Partnerships' loss from operations of approximately $3,610,000 for the year
ended December 31, 2000 includes depreciation and amortization expense of
approximately $3,906,000 and interest on non-mandatory debt of approximately
$674,000, and does not include principal payments on permanent mortgages of
approximately $770,000. The results of operations of the Local Partnerships for
the year ended December 31, 2002 are not necessarily indicative of the results
that may be expected in future periods.
9
Item 7. 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 year ended December 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 $49,000 for the year ended December 31, 2002 due to
vacancies resulting from deferred unit maintenance and associated required
capital improvements. As of March 30, 2003, Registrant has advanced $425,266, of
which $57,356 was advanced during the year 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.
10
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
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. Federal reported an operating deficit of approximately $94,000 for the
year ended December 31, 2002, which includes property management fees of
approximately $80,000. Federal refinanced its first mortgage effective November
1, 2002, resulting in a reduction of annual Mandatory Debt Service by
approximately $85,000. Payments on the mortgage and real estate taxes are
current. 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.
The terms of the partnership agreement of Cityside Apartments L.P. ("Cityside")
require the management agent to defer property management fees in order to avoid
a default under the mortgage. Cityside reported an operating deficit of
approximately $113,000 for the year ended December 31, 2002, which includes
property management fees of approximately $84,000. Payments on the mortgage and
real estate taxes are current. Cityside generated approximately $29.5 per Unit
per year of credits 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 under the mark to market program in
2001, incurred operating deficits for the year ended December 31, 2002 of
approximately $14,000 and approximately $56,000, respectively. The Local General
Partner reports that during the process of the Dunbars' debt and subsidy
restructuring, certain operating expenses were not considered in the
underwriting budgets of the Properties when the Mandatory Debt Service and rents
were restructured. The Local General Partner is currently working with HUD and
the lenders to modify the loans and subsidy agreements in an effort to eliminate
or reduce 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.
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 December 31, 2002,
Cobbet has accumulated approximately $1,588,000 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. 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 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. The Partnership'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.
11
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
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 was in place as of
March 2003.
Inflation
Inflation is not expected to have a material adverse impact on Registrant's
operations during its period of ownership of the Local Partnership Interests.
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 provided in Note 1 to the financial statements. 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 does
not 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.
Recently Issued Accounting Standards
In November 2002, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").
FIN 45 requires that upon issuance of a guarantee, a guarantor must recognize a
liability for the fair value of an obligation assumed under a guarantee. FIN 45
also requires additional disclosures by a guarantor in its interim and annual
financial statements about the obligations associated with guarantees issued.
The recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. The adoption of FIN 45 did not have a material effect on Registrant's
financial position, results of operations or cash flows.
In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"). FIN 46
addresses the consolidation by business enterprises of variable interest
entities as defined. FIN 46 applies immediately to variable interests in
variable interest entities created after January 31, 2003. For public
enterprises with a variable interest entity created before February 1, 2003, FIN
46 applies to that enterprise no later than the beginning of the first interim
or annual reporting period beginning after June 15, 2003. The adoption of FIN 46
is not expected to have a material effect on Registrant's financial position,
results of operations or cash flows.
Item 7A. 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.
12
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 8. Financial Statements and Supplementary Data
Table of Contents
-----------------
Page
----
Independent Auditors' Report................................................14
Balance Sheets..............................................................15
Statements of Operations....................................................16
Statements of Changes in Partners' Equity (Deficit).........................17
Statements of Cash Flows....................................................18
Notes to Financial Statements...............................................20
No financial statement schedules are included because of the absence of the
conditions under which they are required or because the information is included
in the financial statements or the notes thereto.
13
INDEPENDENT AUDITORS' REPORT
To the Partners
American Tax Credit Properties L.P.
We have audited the accompanying balance sheets of American Tax Credit
Properties L.P. as of March 30, 2003 and 2002, and the related statements of
operations, partners' equity (deficit) and cash flows for each of the three
years in the period ended March 30, 2003. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of American Tax Credit
Properties L.P. as of March 30, 2003 and 2002, and the results of its
operations, changes in partners' equity (deficit) and its cash flows for each of
the three years in the period ended March 30, 2003, in conformity with
accounting principles generally accepted in the United States of America.
/s/ Reznick Fedder & Silverman
Bethesda, Maryland
June 17, 2003
14
AMERICAN TAX CREDIT PROPERTIES L.P.
BALANCE SHEETS
MARCH 30, 2003 AND 2002
Notes 2003 2002
----- ----------- -----------
ASSETS
Cash and cash equivalents 3,9 $ 112,459 $ 223,677
Investments in bonds 4,5,8,9 1,222,323 1,390,836
Investment in local partnerships 5,8 1,182,145 1,398,685
Interest receivable 9 29,706 44,993
----------- -----------
$ 2,546,633 $ 3,058,191
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 127,263 $ 57,552
Payable to general partner and affiliates 6,8 79,004 78,999
----------- -----------
206,267 136,551
----------- -----------
Commitments and contingencies 5,8
Partners' equity (deficit) 2,4
General partner (342,205) (336,604)
Limited partners (41,286 units of limited
partnership interest outstanding) 2,691,695 3,246,144
Accumulated other comprehensive income
(loss), net (9,124) 12,100
----------- -----------
2,340,366 2,921,640
----------- -----------
$ 2,546,633 $ 3,058,191
=========== ===========
See Notes to Financial Statements.
15
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 30, 2003, 2002 and 2001
Notes 2003 2002 2001
----- ----------- ------------ -----------
REVENUE
Interest $ 77,249 $ 146,424 $ 160,013
Other income from local partnerships 23,750 18,725 27,475
----------- ----------- -----------
TOTAL REVENUE 100,999 165,149 187,488
----------- ----------- -----------
EXPENSES
Administration fees 6,8 183,723 183,723 183,723
Management fee 6,8 175,466 175,466 175,466
Professional fees 57,472 60,002 47,155
Printing, postage and other 100,595 30,515 22,242
----------- ----------- -----------
TOTAL EXPENSES 517,256 449,706 428,586
----------- ----------- -----------
Loss from operations (416,257) (284,557) (241,098)
Equity in loss of investment in
local partnerships 5 (143,793) (102,800) (1,227,326)
----------- ----------- -----------
NET LOSS (560,050) (387,357) (1,468,424)
Other comprehensive income (loss) 4 (21,224) (96,983) 39,785
----------- ----------- -----------
COMPREHENSIVE LOSS $ (581,274) $ (484,340) $(1,428,639)
=========== =========== ===========
NET LOSS ATTRIBUTABLE TO 2
General partner $ (5,601) $ (3,874) $ (14,684)
Limited partners (554,449) (383,483) (1,453,740)
----------- ----------- -----------
$ (560,050) $ (387,357) $(1,468,424)
=========== =========== ===========
NET LOSS per unit of limited partnership
interest (41,286 units of
limited partnership interest) $ (13.43) $ (9.29) $ (35.21)
=========== =========== ===========
See Notes to Financial Statements.
16
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
YEARS ENDED MARCH 30, 2003, 2002 and 2001
Accumulated
Other
Comprehensive
General Limited Income (Loss),
Partner Partners Net Total
----------- ----------- ------------- -----------
Partners' equity (deficit), March 30, 2000 $ (318,046) $ 5,083,367 $ 69,298 $ 4,834,619
Net loss (14,684) (1,453,740) (1,468,424)
Other comprehensive income, net 39,785 39,785
----------- ----------- ----------- -----------
Partners' equity (deficit), March 30, 2001 (332,730) 3,629,627 109,083 3,405,980
Net loss (3,874) (383,483) (387,357)
Other comprehensive loss, net (96,983) (96,983)
----------- ----------- ----------- -----------
Partners' equity (deficit), March 30, 2002 (336,604) 3,246,144 12,100 2,921,640
Net loss (5,601) (554,449) (560,050)
Other comprehensive loss, net (21,224) (21,224)
----------- ----------- ----------- -----------
Partners' equity (deficit), March 30, 2003 $ (342,205) $ 2,691,695 $ (9,124) $ 2,340,366
=========== =========== =========== ===========
See Notes to Financial Statements.
17
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 30, 2003, 2002 and 2001
2003 2002 2001
--------- ---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 100,398 $ 152,482 $ 186,117
Cash paid for
administration fees (183,718) (179,388) (183,718)
management fee (175,466) (175,466) (175,466)
professional fees (57,472) (58,538) (44,745)
printing, postage and other expenses (30,884) (31,323) (20,304)
--------- --------- ---------
Net cash used in operating activities (347,142) (292,233) (238,116)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash distributions from local partnerships 153,853 175,236 119,657
Investment in local partnerships (57,356) (70,700) (311,351)
Investments in bonds (includes accrued interest of
$198, $1,636 and $482) (249,573) (259,215) (256,438)
Maturity/redemption and sale of bonds 389,000 593,000 702,474
--------- --------- ---------
Net cash provided by investing activities 235,924 438,321 254,342
--------- --------- ---------
Net increase (decrease) in cash and cash
equivalents (111,218) 146,088 16,226
Cash and cash equivalents at beginning of year 223,677 77,589 61,363
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 112,459 $ 223,677 $ 77,589
========= ========= =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain (loss) on investments in bonds, net $ (21,224) $ (96,983) $ 39,785
========= ========= =========
- -------------------------------------------------------------------------------
See reconciliation of net loss to net cash used in operating activities on page
19.
See Notes to Financial Statements.
18
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS - (Continued)
YEARS ENDED MARCH 30, 2003, 2002 and 2001
2003 2002 2001
------------ ------------ -----------
RECONCILIATION OF NET LOSS TO NET CASH USED
IN OPERATING ACTIVITIES
Net loss $ (560,050) $ (387,357) $(1,468,424)
Adjustments to reconcile net loss to net cash
used in operating activities
Equity in loss of investment in local
partnerships 143,793 102,800 1,227,326
Loss on redemption and sale of bonds 15,316
Distributions from local partnerships
classified as other income (23,750) (18,725) (27,475)
Amortization of net premium on investments
in bonds 23,943 20,429 22,361
Accretion of zero coupon bonds (16,279) (16,279) (16,279)
Decrease in interest receivable 15,485 1,908 4,706
Increase in accounts payable and accrued
expenses 69,711 656 4,348
Increase in due to general partner and
affiliates 5 4,335 5
----------- ----------- -----------
NET CASH USED IN OPERATING ACTIVITIES $ (347,142) $ (292,233) $ (238,116)
=========== =========== ===========
See Notes to Financial Statements.
19
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2003, 2002 and 2001
1. Organization, Purpose and Summary of Significant Accounting Policies
American Tax Credit Properties L.P. (the "Partnership") was formed on February
12, 1988 and the Certificate of Limited Partnership of the Partnership was filed
under the Delaware Revised Uniform Limited Partnership Act. There was no
operating activity until admission of the limited partners on August 19, 1988.
The Partnership was formed to invest primarily in leveraged low-income
multifamily residential complexes (the "Property" or "Properties") that qualify
for the low-income tax credit in accordance with Section 42 of the Internal
Revenue Code (the "Low-income Tax Credit"), through the acquisition of limited
partnership equity interests (the "Local Partnership Interests") in partnerships
(the "Local Partnership" or "Local Partnerships") that are the owners of the
Properties. The Partnership has invested in one Property that also qualifies for
the historic rehabilitation tax credit in accordance with Section 48(g) of the
Internal Revenue Code of 1986. Richman Tax Credit Properties L.P. (the "General
Partner") was formed on February 10, 1988 to act as a general partner of the
Partnership.
Basis of Accounting and Fiscal Year
The Partnership's records are maintained on the accrual basis of accounting for
both financial reporting and tax purposes. For financial reporting purposes, the
Partnership's fiscal year ends March 30 and its quarterly periods end June 29,
September 29 and December 30. The Local Partnerships have a calendar year for
financial reporting purposes. The Partnership and the Local Partnerships each
have a calendar year for income tax purposes.
Investment in Local Partnerships
The Partnership accounts for its investment in local partnerships in accordance
with the equity method of accounting, under which the investment is carried at
cost and is adjusted for the Partnership'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 the Partnership is generally
recognized to the extent of the Partnership's investment balance in each Local
Partnership. Equity in loss in excess of the Partnership's investment balance in
a Local Partnership is allocated to other partners' capital in any such Local
Partnership. Previously unrecognized equity in loss of any Local Partnership is
recognized in the fiscal year in which equity in income is earned by such Local
Partnership or additional investment is made by the Partnership. Distributions
received subsequent to the elimination of an investment balance for any such
investment in a Local Partnership are recorded as other income from local
partnerships.
The Partnership regularly assesses the carrying value of its investments in
local partnerships. If the carrying value of an investment in a Local
Partnership exceeds the estimated value derived by management, the Partnership
reduces its investment in any such Local Partnership and includes such reduction
in equity in loss of investment in local partnerships.
Advances made to Local Partnerships are recorded as investments in local
partnerships. Such advances are considered by the Partnership to be voluntary
loans to the respective Local Partnerships and the Partnership may be reimbursed
at a future date to the extent such Local Partnerships generate distributable
cash flow or receive proceeds from sale or refinancing. The Partnership
recognizes additional equity in loss of investment in local partnerships to the
extent of such advances.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments purchased with an
original maturity of three months or less at the date of acquisition to be cash
equivalents. Cash and cash equivalents are stated at cost, which approximates
market value.
20
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 and 2001
1. Organization, Purpose and Summary of Significant Accounting Policies
(continued)
Investments in Bonds
Investments in bonds are classified as available-for-sale and represent
investments that the Partnership intends to hold for an indefinite period of
time but not necessarily to maturity. Any decision to sell an investment would
be based on various factors, including significant movements in interest rates
and liquidity needs. Investments in bonds are carried at estimated fair value
and unrealized gains or losses are included as items of comprehensive income
(loss) and are reported as a separate component of partners' equity (deficit).
Premiums and discounts on investments in bonds are amortized (accreted) using
the effective yield method over the life of the investment. Amortized premiums
offset interest revenue, while the accretion of discounts and zero coupon bonds
are included in interest revenue. Realized gain (loss) on redemption or sale of
investments in bonds are included in, or offset against, interest revenue on the
basis of the adjusted cost of each specific investment redeemed or sold.
Income Taxes
No provision for income taxes has been made because all income, losses and tax
credits are allocated to the partners for inclusion in their respective tax
returns. In accordance with Statement of Financial Accounting Standard ("SFAS")
No. 109, "Accounting for Income Taxes," the Partnership has included in Note 7
disclosures related to differences in the book and tax bases of accounting.
Recently Issued Accounting Standards
In November 2002, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").
FIN 45 requires that upon issuance of a guarantee, a guarantor must recognize a
liability for the fair value of an obligation assumed under a guarantee. FIN 45
also requires additional disclosures by a guarantor in its interim and annual
financial statements about the obligations associated with guarantees issued.
The recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. The adoption of FIN 45 did not have a material effect on the Partnership's
financial position, results of operations or cash flows.
In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"). FIN 46
addresses the consolidation by business enterprises of variable interest
entities as defined. FIN 46 applies immediately to variable interests in
variable interest entities created after January 31, 2003. For public
enterprises with a variable interest entity created before February 1, 2003, FIN
46 applies to that enterprise no later than the beginning of the first interim
or annual reporting period beginning after June 15, 2003. The adoption of FIN 46
is not expected to have a material effect on the Partnership's financial
position, results of operations or cash flows.
2. Capital Contributions
On May 11, 1988, the Partnership commenced the offering of units (the "Units")
through Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Selling
Agent"). On August 19, 1988 and November 15, 1988, under the terms of the
Amended and Restated Agreement of Limited Partnership of the Partnership (the
"Partnership Agreement"), the General Partner admitted limited partners to the
Partnership in two closings. At these closings, subscriptions for a total of
41,286 Units representing $41,286,000 in limited partners' capital contributions
were accepted. In connection with the offering of Units, the Partnership
incurred organization and offering costs of $4,781,252, of which $75,000 was
capitalized as organization costs and $4,706,252 was charged to the limited
partners' equity as syndication costs. The Partnership received a capital
contribution of $100 from the General Partner.
Net loss is allocated 99% to the limited partners and 1% to the General Partner
in accordance with the Partnership Agreement.
21
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 and 2001
3. Cash and Cash Equivalents
As of March 30, 2003, the Partnership has $112,459 in cash and cash equivalents
that are deposited in interest-bearing accounts with an institution that is not
insured by the Federal Deposit Insurance Corporation.
4. Investments in Bonds
The Partnership carries its investments in bonds as available-for-sale because
such investments are used to facilitate and provide flexibility for the
Partnership's obligations, including the providing of operating advances
resulting from circumstances that may arise in connection with the Local
Partnerships. Such bonds include $245,220 restricted in connection with a Local
Partnership's outstanding letter of credit (see Note 8). Investments in bonds
are reflected in the accompanying balance sheets at estimated fair value.
As of March 30, 2003, 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 $ 212,592 $ 9,861 $ (80,158) $ 142,295
----------- ----------- ----------- -----------
U.S. Treasury debt securities
Within one year 551,000 13,523 -- 564,523
After one year through five years 172,744 18,240 -- 190,984
----------- ----------- ----------- -----------
723,744 31,763 -- 755,507
----------- ----------- ----------- -----------
U.S. government and agency securities
After one year through five years 295,111 29,410 -- 324,521
----------- ----------- ----------- -----------
$ 1,231,447 $ 71,034 $ (80,158) $ 1,222,323
=========== =========== =========== ===========
22
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 and 2001
4. Investments in Bonds (continued)
As of March 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 $ 218,434 $ 6,177 $ (52,037) $ 172,574
----------- ----------- ----------- -----------
U.S. Treasury debt securities
Within one year 395,541 7,932 (4,538) 398,935
After one year through five years 485,929 54,338 -- 540,267
----------- ----------- ----------- -----------
881,470 62,270 (4,538) 939,202
----------- ----------- ----------- -----------
U.S. government and agency securities
After five years through ten years 278,832 228 -- 279,060
----------- ----------- ----------- -----------
$ 1,378,736 $ 68,675 $ (56,575) $ 1,390,836
=========== =========== =========== ===========
23
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
5. Investment in Local Partnerships
As of March 30, 2003, the Partnership owns a limited partnership interest in the
following Local Partnerships:
1. 4611 South Drexel Limited Partnership ("South Drexel");
2. Blue Hill Housing Limited Partnership;
3. Cityside Apartments, L.P.*;
4. Cobbet Hill Associates Limited Partnership ("Cobbet")*;
5. Dunbar Limited Partnership;
6. Dunbar Limited Partnership No. 2;
7. Federal Apartments Limited Partnership;
8. Golden Gates Associates;
9. Grove Park Housing, A California Limited Partnership;
10. Gulf Shores Apartments Ltd.;
11. Hilltop North Associates, A Virginia Limited Partnership;
12. Madison-Bellefield Associates;
13. Pine Hill Estates Limited Partnership;
14. Santa Juanita Limited Dividend Partnership L.P. ("Santa Juanita");
15. Vista del Mar Limited Dividend Partnership L.P.; and
16. Winnsboro Homes Limited Partnership.
*An affiliate of the General Partner is a general partner of and/or provides
services to the Local Partnership.
Although the Partnership generally owns a 98.9%-99% limited partnership interest
in the Local Partnerships, the Partnership and American Tax Credit Properties II
L.P. ("ATCP II"), a Delaware limited partnership and an affiliate of the
Partnership, together, in the aggregate, own a 99% Local Partnership Interest in
Santa Juanita; the ownership percentages of the Partnership and ATCP II of Santa
Juanita are 34.64% and 64.36%, respectively.
The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. 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 rents of the Properties are controlled by federal and
state agencies pursuant to applicable laws and regulations. Under the terms of
each of the Local Partnership's partnership agreements, the Partnership has made
capital contributions in the aggregate amount of $35,141,765, which includes
advances to certain Local Partnerships. As of December 31, 2002, the Local
Partnerships have outstanding mortgage loans payable totaling approximately
$72,805,000 and accrued interest payable on such loans totaling approximately
$5,804,000, which are secured by security interests and liens common to mortgage
loans on the Local Partnerships' real property and other assets.
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 (see Note 1).
The amount of such excess losses applied to other partners' capital was
$3,956,247, $3,932,727 and $2,283,151 for the years ended December 31, 2002,
2001 and 2000, respectively, as reflected in the combined statements of
operations of the Local Partnerships reflected herein Note 5.
24
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 and 2001
5. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of December 31, 2002
and 2001 are as follows:
2002 2001
------------ ------------
ASSETS
Cash and cash equivalents $ 1,563,601 $ 1,907,632
Rents receivable 138,465 197,661
Escrow deposits and reserves 3,711,505 3,806,701
Land 3,850,061 3,850,061
Buildings and improvements (net of accumulated
depreciation of $52,143,396 and $48,329,545) 55,939,017 58,998,432
Intangible assets (net of accumulated
amortization of $824,571 and $816,495) 1,615,827 1,545,008
Other assets 990,098 890,918
------------ ------------
$ 67,808,574 $ 71,196,413
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 1,469,731 $ 1,486,791
Due to related parties 6,381,473 5,942,957
Mortgage loans 72,804,866 73,205,174
Notes payable 939,899 932,414
Accrued interest 5,804,195 5,000,658
Other liabilities 377,957 345,235
------------ ------------
87,778,121 86,913,229
------------ ------------
Partners' equity (deficit)
American Tax Credit Properties L.P.
Capital contributions, net of distributions 33,964,161 34,019,701
Cumulative loss (31,850,829) (31,707,036)
2,113,332 2,312,665
------------ ------------
General partners and other limited partners
Capital contributions, net of distributions 599,824 599,854
Cumulative loss (22,682,703) (18,629,335)
------------ ------------
(22,082,879) (18,029,481)
------------ ------------
(19,969,547) (15,716,816)
------------ ------------
$ 67,808,574 $ 71,196,413
============ ============
25
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 and 2001
5. Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the years
ended December 31, 2002, 2001 and 2000 are as follows:
2002 2001 2000
------------ ------------ ------------
REVENUE
Rental $ 15,085,171 $ 15,038,216 $ 15,228,268
Interest and other 320,900 443,442 421,752
------------ ------------ ------------
Total Revenue 15,406,071 15,481,658 15,650,020
------------ ------------ ------------
EXPENSES
Administrative 2,699,282 2,480,935 2,473,170
Utilities 1,504,982 1,670,023 1,303,193
Operating and maintenance 3,808,826 3,575,925 3,444,099
Taxes and insurance 1,932,728 1,801,691 1,834,841
Financial 5,701,385 6,026,087 6,298,606
Depreciation and amortization 3,956,029 4,057,034 3,906,334
------------ ------------ ------------
Total Expenses 19,603,232 19,611,695 19,260,243
------------ ------------ ------------
NET LOSS $ (4,197,161) $ (4,130,037) $ (3,610,223)
============ ============ ============
NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties L.P. $ (143,793) $ (102,800) $ (1,227,326)
General partners and other
limited partners, which
includes Partnership loss in
excess of investment of
$3,956,247, $3,932,727 and $2,283,151 (4,053,368) (4,027,237) (2,382,897)
------------ ------------ ------------
$ (4,197,161) $ (4,130,037) $ (3,610,223)
============ ============ ============
26
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 and 2001
5. Investment in Local Partnerships (continued)
Investment activity with respect to each Local Partnership for the year ended
March 30, 2003 is as follows:
Cash
Cash distributions
Investment Partnership's distributions classified as Investment in
in Local Investments equity in loss received other income Local
Partnership during the year for the year during the during the year partnership
balance as ended ended year ended ended balance as of
of March March 30, December 31, March 30, March 30, March 30,
Name of Local Partnership 30, 2002 2003 2002 2003 2003 2003
- ------------------------- ----------- ------------- ------------- ------------- --------------- --------------
4611 South Drexel Limited
Partnership $ -- $ 57,356 $ (57,356)(2) $ -- $ -- $ --
Blue Hill Housing Limited
Partnership 935,631 -- (12,822) (127,140) -- 795,669
Cityside Apartments, L.P. -- -- -- (1) -- -- --
Cobbet Hill Associates Limited
Partnership -- -- -- (1) -- -- --
Dunbar Limited Partnership -- -- -- (1) -- -- --
Dunbar Limited Partnership No. 2 -- -- -- (1) -- -- --
Federal Apartments Limited
Partnership -- -- -- (1) (5,000) 5,000 --
Golden Gates Associates -- -- -- (1) -- -- --
Grove Park Housing, A
California Limited
Partnership -- -- -- (1) -- -- --
Gulf Shores Apartments Ltd. -- -- -- (1) -- -- --
Hilltop North Associates, A
Virginia Limited Partnership -- -- -- (1) -- -- --
Madison-Bellefield Associates 445,845 -- (56,406) (2,963) -- 386,476
Pine Hill Estates Limited
Partnership -- -- -- (1) (15,000) 15,000 --
Santa Juanita Limited Dividend
Partnership L.P. 17,209 -- (17,209)(2) -- -- --
Vista del Mar Limited Dividend
Partnership L.P. -- -- -- (1) -- -- --
Winnsboro Homes Limited
Partnership -- -- -- (1) (3,750) 3,750 --
----------- ----------- ----------- ----------- ----------- -------------
$ 1,398,685 $ 57,356 $ (143,793) $ (153,853) $ 23,750 $ 1,182,145
=========== =========== =========== =========== =========== =============
(1) Additional equity in loss of investment is not allocated to the Partnership
until equity in income is earned or additional investment is made by the
Partnership.
(2) The Partnership's equity in loss of an investment in a Local Partnership is
limited to the remaining investment balance.
27
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 and 2001
5. Investment in Local Partnerships (continued)
Investment activity with respect to each Local Partnership for the year ended
March 30, 2002 is as follows:
Cash
Cash distributions
Investment Partnership's distributions classified as Investment in
in Local Investments equity in income received other income Local
Partnership during the year (loss) for the during the during the year partnership
balance as ended year ended year ended ended balance as of
of March March 30, December 31, March 30, March 30, March 30,
Name of Local Partnership 30, 2001 2002 2001 2002 2002 2002
- ------------------------- ------------ ------------- -------------- ------------- -------------- -------------
4611 South Drexel Limited
Partnership $ -- $ 70,700 $ (70,700)(2)$ -- $ -- $ --
Blue Hill Housing Limited
Partnership 1,190,764 -- (98,622) (156,511) -- 935,631
Cityside Apartments, L.P. -- -- -- (1) -- -- --
Cobbet Hill Associates Limited
Partnership (150,000)(3) -- (150,000)(3) -- -- --
Dunbar Limited Partnership -- -- -- (1) (5,000) 5,000 --
Dunbar Limited Partnership No. 2 -- -- -- (1) (5,000) 5,000 --
Federal Apartments Limited
Partnership -- -- -- (1) -- -- --
Golden Gates Associates -- -- -- (1) -- -- --
Grove Park Housing, A
California Limited
Partnership -- -- -- (1) -- -- --
Gulf Shores Apartments Ltd. -- -- -- (1) (2,475) 2,475 --
Hilltop North Associates, A
Virginia Limited Partnership -- -- -- (1) -- -- --
Madison-Bellefield Associates 500,721 -- (54,876) -- -- 445,845
Pine Hill Estates Limited
Partnership -- -- -- (1) (5,000) 5,000 --
Santa Juanita Limited Dividend
Partnership L.P. 45,811 -- (28,602) -- -- 17,209
Vista del Mar Limited Dividend
Partnership L.P. -- -- -- (1) -- -- --
Winnsboro Homes Limited
Partnership -- -- -- (1) (1,250) 1,250 --
----------- ----------- ----------- ----------- ----------- -----------
$ 1,587,296 $ 70,700 $ (102,800) $ (175,236) $ 18,725 $ 1,398,685
=========== =========== =========== =========== =========== ===========
(1) Additional equity in loss of investment is not allocated to the Partnership
until equity in income is earned or additional investment is made by the
Partnership.
(2) The Partnership's equity in loss of an investment in a Local Partnership is
limited to the remaining investment balance.
(3)The Partnership's investment balance was negative as a result of an
outstanding commitment of the Partnership on behalf of the Local Partnership,
which commitment was later reduced to zero (see Note 1).
28
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 and 2001
5. Investment in Local Partnerships (continued)
Property information for each Local Partnership as of December 31, 2002 is as
follows:
Mortgage Buildings
loans and Accumulated
Name of Local Partnership payable Land improvements depreciation
- ------------------------------------- ------------- ------------- -------------- -------------
4611 South Drexel Limited Partnership $ 1,290,624 $ 64,408 $ 1,869,153 $ (825,609)
Blue Hill Housing Limited Partnership 6,351,495 111,325 10,902,347 (4,747,531)
Cityside Apartments, L.P. 7,367,838 131,591 13,786,099 (6,689,393)
Cobbet Hill Associates Limited
Partnership 13,705,488 504,683 16,524,106 (8,382,822)
Dunbar Limited Partnership 4,926,101 117,126 6,306,473 (2,929,151)
Dunbar Limited Partnership No. 2 5,254,348 131,920 6,914,158 (3,335,566)
Federal Apartments Limited Partnership 4,866,445 279,750 8,599,425 (4,322,429)
Golden Gates Associates 4,526,635 29,585 5,821,145 (3,041,912)
Grove Park Housing, A California
Limited Partnership 6,719,705 956,952 7,676,667 (3,660,928)
Gulf Shores Apartments Ltd. 1,471,397 172,800 1,769,802 (914,889)
Hilltop North Associates, A Virginia
Limited Partnership 3,133,602 240,514 5,024,045 (2,007,063)
Madison-Bellefield Associates 3,103,564 245,000 5,915,799 (2,973,514)
Pine Hill Estates Limited Partnership 2,317,500 40,000 3,921,634 (1,937,407)
Santa Juanita Limited Dividend
Partnership L.P. 1,429,828 228,718 2,430,592 (1,115,681)
Vista del Mar Limited Dividend
Partnership L.P. 5,091,354 565,689 8,793,294 (4,381,377)
Winnsboro Homes Limited Partnership 1,248,942 30,000 1,827,674 (878,124)
------------- ------------- ------------- -------------
$ 72,804,866 $ 3,850,061 $ 108,082,413 $ (52,143,396)
============= ============= ============= =============
Property information for each Local Partnership as of December 31, 2001 is as
follows:
Mortgage Buildings
loans and Accumulated
Name of Local Partnership payable Land improvements depreciation
- ------------------------------------- ------------- ------------- -------------- -------------
4611 South Drexel Limited Partnership $ 1,307,248 $ 64,408 $ 1,851,813 $ (756,090)
Blue Hill Housing Limited Partnership 6,394,092 111,325 10,902,347 (4,482,697)
Cityside Apartments, L.P. 7,473,851 131,591 13,786,099 (6,187,469)
Cobbet Hill Associates Limited
Partnership 13,814,341 504,683 16,409,900 (7,762,608)
Dunbar Limited Partnership 4,930,310 117,126 6,035,860 (2,684,809)
Dunbar Limited Partnership No. 2 5,257,050 131,920 6,755,247 (3,073,331)
Federal Apartments Limited Partnership 4,956,100 279,750 8,578,763 (3,991,262)
Golden Gates Associates 4,555,277 29,585 5,821,145 (2,834,650)
Grove Park Housing, A California
Limited Partnership 6,763,950 956,952 7,676,667 (3,381,808)
Gulf Shores Apartments Ltd. 1,475,807 172,800 1,768,657 (851,316)
Hilltop North Associates, A Virginia
Limited Partnership 3,176,404 240,514 5,008,146 (1,865,338)
Madison-Bellefield Associates 3,215,528 245,000 5,763,613 (2,762,440)
Pine Hill Estates Limited Partnership 2,198,261 40,000 3,923,925 (1,800,919)
Santa Juanita Limited Dividend
Partnership L.P. 1,443,590 228,718 2,429,898 (1,023,187)
Vista del Mar Limited Dividend
Partnership L.P. 5,139,920 565,689 8,790,082 (4,062,213)
Winnsboro Homes Limited Partnership 1,103,445 30,000 1,825,815 (809,408)
------------- ------------- ------------- -------------
$ 73,205,174 $ 3,850,061 $ 107,327,977 $ (48,329,545)
============= ============= ============= =============
29
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 and 2001
5. Investment in Local Partnerships (continued)
The summary of property activity during the year ended December 31, 2002 is as
follows:
Net change
Balance as of during the year ended Balance as of
December 31, 2001 December 31, 2002 December 31, 2002
----------------- ----------------- -----------------
Land $ 3,850,061 $ -- $ 3,850,061
Buildings and improvements 107,327,977 754,436 108,082,413
------------- ------------- -------------
111,178,038 754,436 111,932,474
Accumulated depreciation (48,329,545) (3,813,851) (52,143,396)
------------- ------------- -------------
$ 62,848,493 $ (3,059,415) $ 59,789,078
============= ============= =============
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 December 31, 2002, Cobbet has accumulated approximately $1,588,000 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. As of March 30, 2003, 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 $57,356 and $70,700 during the years ended March 30,
2003 and 2002, respectively, to South Drexel to fund operating deficits, which
includes making necessary capital improvements to the property. Cumulative
advances as of March 30, 2003 are $425,266. Such advances have been recorded as
investment in local partnerships and have been offset by additional equity in
loss of investment in local partnerships (see Note 1).
30
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 and 2001
6. Transactions with General Partner and Affiliates
For the years ended March 30, 2003, 2002 and 2001, the Partnership paid and/or
incurred the following amounts to the General Partner and/or affiliates in
connection with services provided to the Partnership:
2003 2002 2001
-------------------- --------------------- ---------------------
Paid Incurred Paid Incurred Paid Incurred
---- -------- ---- -------- ---- --------
Management fee (see Note 8) $175,466 $175,466 $175,466 $175,466 $175,466 $175,466
Administration fees (see Note 8) 183,718 183,723 179,388 183,723 183,718 183,723
For the years ended December 31, 2002, 2001 and 2000, the Local Partnerships
paid and/or incurred the following amounts to the General Partner and/or
affiliates in connection with services provided to the Local Partnerships:
2002 2001 2000
-------------------- --------------------- ---------------------
Paid Incurred Paid Incurred Paid Incurred
---- -------- ---- -------- ---- --------
Property management fees $ 67,434 $ 60,176 $139,487 $101,228 $ 75,004 $ 83,354
Insurance and other services 153,507 133,596 97,256 92,119 74,862 118,918
31
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
7. Taxable Loss
A reconciliation of the financial statement net loss of the Partnership for the
years ended March 30, 2003, 2002 and 2001 to the tax return net loss for the
years ended December 31, 2002, 2001 and 2000 is as follows:
2003 2002 2001
------------ ----------- -----------
Financial statement net loss for the years ended March 30,
2003, 2002 and 2001 $ (560,050) $ (387,357) $(1,468,424)
Add (less) net transactions occurring between
January 1, 2000 to March 30, 2000 -- -- (65,927)
January 1, 2001 to March 30, 2001 -- (92,406) 92,406
January 1, 2002 to March 30, 2002 (49,584) 49,584 --
January 1, 2003 to March 30, 2003 70,557 -- --
----------- ----------- -----------
Adjusted financial statement net loss for the years ended
December 31, 2002, 2001 and 2000 (539,077) (430,179) (1,441,945)
Differences arising from equity in loss of investment in
local partnerships (3,907,596) (3,282,497) (2,353,893)
Other income from local partnerships (35,000) (12,475) (12,500)
Administration fees deductible when paid -- (2,159) --
Other differences 366 (5,944) 10,177
----------- ----------- -----------
Tax return net loss for the years ended December 31,
2002, 2001 and 2000 $(4,481,307) $(3,733,254) $(3,798,161)
=========== =========== ===========
The differences between the investment in local partnerships for tax return and
financial reporting purposes as of December 31, 2002 and 2001 are as follows:
2002 2001
------------- -------------
Investment in local partnerships - financial reporting $ 1,300,620 $ 1,357,053
Investment in local partnerships - tax (17,867,643) (13,736,989)
------------- -------------
$ 19,168,263 $ 15,094,042
============= =============
Payable to general partner in the accompanying balance sheets represents accrued
management and administration fees not deductible for tax purposes pursuant to
Internal Revenue Code Section 267.
32
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
8. Commitments and Contingencies
Pursuant to the Partnership Agreement, the Partnership incurs an annual
management fee ("Management Fee") in the amount of $175,466 payable to the
General Partner for its services in connection with the management of the
affairs of the Partnership. the Partnership incurred a Management Fee of
$175,466 for each of the three years ended March 30, 2003. Unpaid Management
Fees in the amount of $43,861 are recorded as payable to general partner and
affiliates in the accompanying balance sheets as of March 30, 2003 and 2002.
In addition, pursuant to the Partnership Agreement, the Partnership is
authorized to contract for administrative services provided to the Partnership.
From the inception of the Partnership through November 23, 1999, such
administrative services were provided by ML Fund Administrators Inc. ("MLFA"),
an affiliate of the Selling Agent, pursuant to an Administrative Services
Agreement. MLFA resigned the performance of its basic services under the
Administrative Services Agreement effective November 23, 1999, with certain
transitional services continued through April 30, 2000. The General Partner
transitioned the administrative services to an affiliate of the General Partner
without any changes to the terms of the Administrative Services Agreement.
Pursuant to such agreement, the Partnership incurs an annual administration fee
("Administration Fee") in the amount of $152,758 and an annual additional
administration fee ("Additional Administration Fee") in the amount of $30,965
for administrative services provided to the Partnership, subject to certain
provisions of the Partnership Agreement. The Partnership incurred an
Administration Fee and an Additional Administration Fee in the amounts of
$152,758 and $30,965, respectively, for each of the three years ended March 30,
2003. Such amounts are aggregated and reflected under the caption administration
fees in the accompanying statements of operations. Unpaid Administration Fees in
the amount of $35,143 and $35,138 are included in payable to general partner and
affiliates in the accompanying balance sheets as of March 30, 2003 and 2002,
respectively.
The rents of the Properties, many of which receive rental subsidy payments,
including payments under Section 8 of Title II of the Housing and Community
Development Act of 1974 ("Section 8"), are subject to specific laws, regulations
and agreements with federal and state agencies. 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. The Partnership
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.
In connection with Cobbet's financing, the Partnership has provided collateral
to secure a letter of credit in the amount of $242,529, which had been
established for the purpose of covering future operating deficits, if any, of
Cobbet. The lender may draw directly from the letter of credit to fund any
operating deficits that exist and upon any default by Cobbet with respect to any
of the obligations under the loan agreement. At the end of a 12-month period in
which the property achieves positive cash flow, the undrawn balance in the
letter of credit and any amounts advanced under a separate operating guaranty
(not an obligation of the Partnership) shall be released or reduced at the
written request of Cobbet by $114,315. Thereafter, in any subsequent 12-month
period in which there is positive cash flow, the same amount may be released.
These releases will only be made so long as Cobbet has complied with the
conditions set forth by the lender as provided in the loan agreement.
33
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
9. Fair Value of Financial Instruments
The following disclosure of the estimated fair value of financial instruments is
made in accordance with the requirements of SFAS No. 107, "Disclosures about
Fair Value of Financial Instruments." The estimated fair value amounts have been
determined using available market information, assumptions, estimates and
valuation methodologies.
Cash and cash equivalents
The carrying amount approximates fair value.
Investments in bonds
Fair value is estimated based on market quotes provided by an independent
service as of the balance sheet dates.
Interest receivable
The carrying amount approximates fair value due to the terms of the underlying
investments.
The estimated fair value of the Partnership's financial instruments as of March
30, 2003 and 2002 are disclosed elsewhere in the financial statements.
10. Quarterly Financial Information - Unaudited
The following is a summary of results of operations for each of the four
quarters for the years indicated:
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- --------- --------- ----------
2003
- ----
Total revenue $ 23,949 $ 23,821 $ 25,442 $ 27,787
Loss from operations (89,419) (84,556) (96,725) (145,557)
Equity in income (loss) of
investment in local partnerships (36,196) 47,768 59,878 (215,243)
Net loss (125,615) (36,788) (36,847) (360,800)
2002
- ----
Total revenue $ 39,743 $ 43,574 $ 41,474 $ 40,358
Loss from operations (68,200) (70,265) (96,508) (49,584)
Equity in income (loss) of
investment in local partnerships (31,496) 18,852 (15,364) (74,792)
Net loss (99,696) (51,413) (111,872) (124,376)
34
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
10. Quarterly Financial Information - Unaudited (continued)
2001
- ----
Total revenue $ 47,723 $ 52,005 $ 31,064 $ 56,696
Loss from operations (64,150) (47,464) (80,371) (49,113)
Equity in income (loss) of
investment in local partnerships (239,378) (475,486) (162,163) (350,299)
Net loss (303,528) (522,950) (242,534) (399,412)
35
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
Registrant has no officers or directors. The General Partner manages
Registrant's affairs and has general responsibility and authority in all matters
affecting its business. The responsibilities of the General Partner are
currently carried out by Richman Tax. The executive officers and directors of
Richman Tax are:
Served in present
Name capacity since (1) Position held
- ---- ----------------- -------------
Richard Paul Richman February 10, 1988 Director
David A. Salzman February 2, 2001 President
Neal Ludeke February 10, 1988 Vice President and Treasurer
Gina S. Dodge February 10, 1988 Secretary
- --------------------------------------------------------------------------------
(1) Director holds office until his successor is elected and qualified. All
officers serve at the pleasure of the Director.
Richard Paul Richman, age 55, is the sole Director of Richman Tax. Mr. Richman
is the Chairman and principal stockholder of Richman Group. Mr. Richman is
involved in the syndication, development and management of residential property.
Mr. Richman is also a director of Wilder Richman Resources Corp., an affiliate
of Richman Tax and the general partner of Secured Income L.P., a director of
Wilder Richman Historic Corporation, an affiliate of Richman Tax and the general
partner of Wilder Richman Historic Properties II, L.P., a director of Richman
Tax Credits Inc., an affiliate of Richman Tax and the general partner of the
general partner of American Tax Credit Properties II L.P., a director of Richman
Housing Credits Inc., an affiliate of Richman Tax and the general partner of the
general partner of American Tax Credit Properties III L.P. and a director of
Richman American Credit Corp., an affiliate of Richman Tax and the manager of
American Tax Credit Trust, a Delaware statutory business trust.
David A. Salzman, age 42, is the President of Richman Tax and is a minority
stockholder and the President of Richman Group. Mr. Salzman is responsible for
the acquisition and development of residential real estate for syndication for
Richman Group.
Neal Ludeke, age 45, is a Vice President and Treasurer of Richman Tax. Mr.
Ludeke, a Vice President and the Treasurer of Richman Group, is engaged
primarily in the syndication, asset management and finance operations of Richman
Group. In addition, Mr. Ludeke is a Vice President and the Treasurer of Richman
Asset Management, Inc. ("RAM"), an affiliate of Richman Tax. Mr. Ludeke's
responsibilities in connection with RAM include various partnership management
functions.
Gina S. Dodge, age 47, is the Secretary of Richman Tax. Ms. Dodge is a Vice
President and the Secretary of Richman Group. As the Director of Investor
Services, Ms. Dodge is responsible for communications with investors.
Item 11. Executive Compensation
Registrant has no officers or directors. Registrant does not pay the officers or
director of Richman Tax any remuneration. During the year ended March 30, 2003,
Richman Tax did not pay any remuneration to any of its officers or its director.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Dominion Capital Inc., having the mailing address 120 Tredegar Street, Richmond,
Virginia 23219, is the owner of 2,800 Units, representing approximately 6.8% of
all such Units. As of May 31, 2003, no person or entity, other than Dominion
Capital Inc., was known by Registrant to be the beneficial owner of more than
five percent of the Units. Richman Tax is wholly-owned by Richard Paul Richman.
36
Item 13. Certain Relationships and Related Transactions
The General Partner and certain of its affiliates are entitled to receive
certain fees and reimbursement of expenses and have received/earned fees for
services provided to Registrant as described in Notes 6 and 8 to the audited
financial statements included in Item 8 - "Financial Statements and
Supplementary Data" herein.
Transactions with General Partner and Affiliates
The net tax losses and Low-income Tax Credits generated by Registrant during the
year ended December 31, 2002 allocated to the General Partner were $44,813 and
$460, respectively. The net tax losses and Low-income Tax Credits generated by
the General Partner during the year ended December 31, 2002 (from the allocation
of Registrant discussed above) and allocated to Richman Tax were $30,472 and
$312, respectively.
Indebtedness of Management
No officer or director of the General Partner or any affiliate of the foregoing
was indebted to Registrant at any time during the year ended March 30, 2003.
Item 14. 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.
37
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements, Financial Statement Schedules and Exhibits
(1) Financial Statements
See Item 8 - "Financial Statements and Supplementary Data."
(2) Financial Statement Schedules
No financial statement schedules are included because of the absence
of the conditions under which they are required or because the
information is included in the financial statements or the notes
thereto.
(3) Exhibits
Incorporated by
Exhibit Reference to
------- ------------
3.1 Certificate of Limited Partnership of Registrant Exhibit 3.2 to Amendment No. 2 to the
Registration Statement on Form
S-11 dated April 29, 1988
(File No. 33-20391)
10.1 4611 South Drexel Limited Partnership Agreement of Exhibit 10.3 to Form 10-Q Report
Limited Partnership dated December 30, 1989
(File No. 0-17619)
10.2 B & V, Ltd. Fourth Amended and Restated Agreement and Exhibit 10.3 to Form 8-K Report
Certificate of Limited Partnership dated January 17, 1989
(File No. 33-20391)
10.3 B & V Phase I, Ltd. Amended and Restated Agreement of Exhibit 10.1 to Form 10-Q Report
Limited Partnership dated September 29, 1994
(File No. 0-17619)
10.4 B & V Phase I, Ltd. Assignment of Partnership Interests, Exhibit 10.4 to Form 10-K Report
Assumption of Responsibilities, and dated March 30, 1997
Waiver of Conditions (File No. 0-17619)
10.5 Blue Hill Housing Limited Partnership Amended and Exhibit 10.7 to Form 8-K Report
Restated Agreement and Certificate of Limited Partnership dated January 17, 1989
(File No. 33-20391)
10.6 Cityside Apartments, L.P. Amended and Restated Agreement Exhibit 10.3 to Form 10-K Report
of Limited Partnership dated March 30, 1990
(File No. 0-17619)
10.7 Amendment No. 1 to Cityside Apartments, L.P. Amended and Exhibit 10.4 to Form 10-K Report
Restated Agreement of Limited Partnership dated March 30, 1992
(File No. 0-17619)
10.8 Amendment No. 2 to Cityside Apartments, L.P. Amended and Exhibit 10.5 to Form 10-K Report
Restated Agreement of Limited Partnership dated March 30, 1992
(File No. 0-17619)
38
Incorporated by
Exhibit Reference to
------- ------------
10.9 Amendment No. 3 to Cityside Apartments, L.P. Amended and Exhibit 10.6 to Form 10-K Report
Restated Agreement of Limited Partnership dated March 30, 1992
(File No. 0-17619)
10.10 Cobbet Hill Associates Limited Partnership Amended and Exhibit 10.4 to Form 10-K Report
Restated Agreement and Certificate of Limited Partnership dated March 30, 1990
(File No. 0-17619)
10.11 Cobbet Hill Associates Limited Partnership First Exhibit 10.8 to Form 10-K Report
Amendment to Amended and Restated Agreement and dated March 30, 1993
Certificate of Limited Partnership (File No. 0-17619)
10.12 Cobbet Hill Associates Limited Partnership Second Exhibit 10.9 to Form 10-K Report
Amendment to the Amended and Restated Agreement and dated March 30, 1993
Certificate of Limited Partnership (File No. 0-17619)
10.13 Dunbar Limited Partnership Second Amended and Restated Exhibit 10.5 to Form 10-K Report
Agreement of Limited Partnership dated March 30, 1990
(File No. 0-17619)
10.14 Dunbar Limited Partnership No. 2 Second Amended and Exhibit 10.6 to Form 10-K Report
Restated Agreement of Limited Partnership dated March 30, 1990
(File No. 0-17619)
10.15 Erie Associates Limited Partnership Amended and Restated Exhibit 10.2 to Form 10-K Report
Agreement and Certificate of Limited Partnership dated March 30, 1989
(File No. 33-20391)
10.16 Federal Apartments Limited Partnership Amended and Exhibit 10.8 to Form 10-K Report
Restated Agreement of Limited Partnership dated March 30, 1990
(File No. 0-17619)
10.17 First Amendment to Federal Apartments Limited Partnership Exhibit 10.14 to Form 10-K Report
Amended and Restated Agreement of Limited Partnership dated March 30, 1993
(File No. 0-17619)
10.18 Second Amendment to Federal Apartments Limited Exhibit 10.15 to Form 10-K Report
Partnership Amended and Restated Agreement of Limited dated March 30, 1993
Partnership (File No. 0-17619)
10.19 Golden Gates Associates Amended and Restated Agreement of Exhibit 10.1 to Form 8-K Report
Limited Partnership dated January 17, 1989
(File No. 33-20391)
10.20 Grove Park Housing, A California Limited Partnership Exhibit 10.10 to Form 10-K Report
Amended and Restated Agreement of Limited Partnership dated March 30, 1990
(File No. 0-17619)
39
Incorporated by
Exhibit Reference to
------- ------------
10.21 Gulf Shores Apartments Ltd. Amended and Restated Exhibit 10.3 to Form 10-K Report
Agreement and Certificate of Limited Partnership dated March 30, 1989
(File No. 33-20391)
10.22 Hilltop North Associates, A Virginia Limited Partnership Exhibit 10.12 to Form 10-K Report
Amended and Restated Agreement of Limited Partnership dated March 30, 1990
(File No. 0-17619)
10.23 Madison-Bellefield Associates Amended and Restated Exhibit 10.2 to Form 8-K Report
Agreement and Certificate of Limited Partnership dated January 17, 1989
(File No. 33-20391)
10.24 Amended and Restated Articles of Partnership in Commendam Exhibit 10.2 to Form 10-Q Report
of Pine Hill Estates Limited Partnership dated December 30, 1989
(File No. 0-17619)
10.25 Santa Juanita Limited Dividend Partnership Amended and Exhibit 10.4 to Form 10-Q Report
Restated Agreement of Limited Partnership dated December 30, 1989
(File No. 0-17619)
10.26 Second Amendment of Limited Partnership of Santa Juanita Exhibit 10.23 to Form 10-K Report dated
Limited Dividend Partnership and Amendment No. 2 to the March 30, 1994
Amended and Restated Agreement of Limited Partnership (File No. 0-17619)
10.27 Amendment No. 1 to Santa Juanita Limited Dividend Exhibit 10.1 to Form 10-Q Report
Partnership L.P. Amended and Restated Agreement of dated September 29, 1995
Limited Partnership (File No. 0-17619)
(Replaces in its entirety Exhibit 10.24 hereof.)
10.28 Amendment No. 2 to Santa Juanita Limited Dividend Exhibit 10.2 to Form 10-Q Report
Partnership L.P. Amended and Restated Agreement of dated September 29, 1995
Limited Partnership (File No. 0-17619)
10.29 Vista Del Mar Limited Dividend Partnership Amended and Exhibit 10.1 to Form 10-K Report
Restated Agreement and Certificate of Limited Partnership dated March 30, 1989
(File No. 33-20391)
10.30 Certificate of Amendment of Limited Partnership of Vista Exhibit 10.25 to Form 10-K Report dated
Del Mar Limited Dividend Partnership and Amendment No. 1 March 30, 1994
to the Amended and Restated Agreement and Certificate of (File No. 0-17619)
Limited Partnership
10.31 Amendment No. 1 to Vista del Mar Limited Dividend Exhibit 10.3 to Form 10-Q Report
Partnership L.P. Amended and Restated Agreement of dated September 29, 1995
Limited Partnership (File No. 0-17619)
(Replaces in its entirety Exhibit 10.28 hereof.)
10.32 Amendment No. 2 to Vista del Mar Limited Dividend Exhibit 10.4 to Form 10-Q Report
Partnership L.P. Amended and Restated Agreement of dated September 29, 1995
Limited Partnership (File No. 0-17619)
40
Incorporated by
Exhibit Reference to
------- ------------
10.33 Amended and Restated Articles of Partnership in Commendam Exhibit 10.1 to Form 10-Q Report
of Winnsboro Homes Limited Partnership dated December 30, 1989
(File No. 0-17619)
10.34 The B & V, Ltd. Exhibit 10.2 to Form 10-Q Report
Investment Agreement dated September 29, 1994
(File No. 0-17619)
10.35 The B & V Phase I, Ltd. Exhibit 10.3 to Form 10-Q Report
Investment Agreement dated September 29, 1994
(File No. 0-17619)
99.22 Pages 21 through 35, 51 through 75 and 89 through 91 of Exhibit 28 to Form 10-K Report
Prospectus dated May 6, 1989 filed pursuant to Rule dated March 30, 1989
424(b)(3) under the Securities Act of 1933 (File No. 33-20391)
99.23 Pages 16 through 19 of Prospectus dated May 6, 1989 filed Exhibit 28.2 to Form 10-K Report
pursuant to Rule 424(b)(3) under the Securities Act of dated March 30, 1990
1933 (File No. 0-17619)
99.24 Supplement No. 1 dated August 11, 1988 to Prospectus Exhibit 28.3 to Form 10-K Report
dated March 30, 1991
(File No. 0-17619)
99.25 Supplement No. 2 dated September 20, 1988 to Prospectus Exhibit 28.4 to Form 10-K Report
dated March 30, 1991
(File No. 0-17619)
99.26 December 31, 1992 financial statements of Cityside Exhibit 28.26 to Form 10-K Report
Apartments, L.P. pursuant to Title 17, Code of Federal dated March 30, 1993
Regulations, Section 210.3-09 (File No. 0-17619)
99.27 December 31, 1993 financial statements of Cityside Exhibit 99.27 to Form 10-K Report dated March
Apartments, L.P. pursuant to Title 17, Code of Federal 30, 1994
Regulations, Section 210.3-09 (File No. 0-17619)
99.28 December 31, 1994 financial statements of Cityside Exhibit 99.28 to Form 10-K Report dated March
Apartments, L.P. pursuant to Title 17, Code of Federal 30, 1995
Regulations, Section 210.3-09 (File No. 0-17619)
99.29 December 31, 1995 financial statements of Cityside Exhibit 99.29 to Form 10-K Report dated March
Apartments, L.P. pursuant to Title 17, Code of Federal 30, 1996
Regulations, Section 210.3-09 (File No. 0-17619)
99.30 December 31, 1996 financial statements of Cityside Exhibit 99.30 to Form 10-K Report dated March
Apartments, L.P. pursuant to Title 17, Code of Federal 30, 1997
Regulations, Section 210.3-09 (File No. 0-17619)
99.31 December 31, 1997 financial statements of Cityside Exhibit 99.31 to Form 10-K Report dated March
Apartments, L.P. pursuant to Title 17, Code of Federal 30, 1998
Regulations, Section 210.3-09 (File No. 0-17619)
99.32 December 31, 1997 financial statements of Blue Hill Exhibit 99.32 to Form 10-K Report dated March
Housing Limited Partnership pursuant to Title17, Code of 30, 1998
Federal Regulations, Section 210.3-09 (File No. 0-17619)
41
Incorporated by
Exhibit Reference to
------- ------------
99.33 December 31, 1998 financial statements of Blue Hill Exhibit 99.33 to Form 10-K Report dated March
Housing Limited Partnership pursuant to Title17, Code of 30, 1999
Federal Regulations, Section 210.3-09 (File No. 0-17619)
99.34 December 31, 1999 financial statements of Blue Hill Exhibit 99.34 to Form 10-K Report dated March
Housing Limited Partnership pursuant to Title17, Code of 30, 2000
Federal Regulations, Section 210.3-09 (File No. 0-17619)
99.35 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 - 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.
99.36 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 - 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.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by Registrant during the last quarter
of the period covered by this report.
(c) Exhibits
See (a)(3) above.
(d) Financial Statement Schedules
See (a)(2) above.
42
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has 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: June 30, 2003 /s/ David Salzman
------------- ------------------------------
by: David Salzman
Chief Executive Officer
Dated: June 30, 2003 /s/ Neal Ludeke
------------- ------------------------------
by: Neal Ludeke
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David Salzman Chief Executive Officer of June 30, 2003
---------------------- the general -------------
(David Salzman) partner of the General
Partner
/s/ Neal Ludeke Chief Financial Officer of June 30, 2003
---------------------- the general -------------
(Neal Ludeke) partner of the General
Partner
43
CERTIFICATIONS
I, David Salzman, certify that:
1. I have reviewed this annual report on Form 10-K of American Tax Credit
Properties L.P.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of the registrant'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 registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant'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 registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: June 30, 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
Registrant
44
I, Neal Ludeke, certify that:
1. I have reviewed this annual report on Form 10-K of American Tax Credit
Properties L.P.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant'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 registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of the registrant'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 registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant'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 registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: June 30, 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
Registrant
45