UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended December 30, 2003
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 0-17619
-------
American Tax Credit Properties L.P.
------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-3458875
------------------------------ --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Richman Tax Credit Properties L.P.
599 West Putnam Avenue, 3rd Floor
Greenwich, Connecticut 06830
- ---------------------------------------- ----------
(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code: (203) 869-0900
--------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
Yes X No ___.
----
AMERICAN TAX CREDIT PROPERTIES L.P.
PART I - FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
--------------------
Table of Contents Page
- ----------------- ----
Balance Sheets................................................................3
Statements of Operations......................................................4
Statements of Cash Flows......................................................5
Notes to Financial Statements.................................................7
2
AMERICAN TAX CREDIT PROPERTIES L.P.
BALANCE SHEETS
(UNAUDITED)
December 30, March 30,
Notes 2003 2003
----- ------------ ------------
ASSETS
Cash and cash equivalents $ 64,192 $ 112,459
Marketable equity securities 2 29,850
Investments in bonds 2 694,846 1,222,323
Investment in local partnerships 3 1,016,960 1,182,145
Interest receivable 2,460 29,706
----------- -----------
$ 1,808,308 $ 2,546,633
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 65,337 $ 127,263
Payable to general partner and affiliates --- 79,004
----------- -----------
65,337 206,267
----------- -----------
Commitments and contingencies 3
Partners' equity (deficit)
General partner (348,566) (342,205)
Limited partners (41,286 units of limited partnership
interest outstanding) 2,061,973 2,691,695
Accumulated other comprehensive income (loss), net 2 29,564 (9,124)
----------- -----------
1,742,971 2,340,366
----------- -----------
$ 1,808,308 $ 2,546,633
=========== ===========
See Notes to Financial Statements.
3
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Nine Months Three Months Nine Months
Ended Ended Ended Ended
December 30, December 30, December 30, December 30,
Notes 2003 2003 2002 2002
----- ------------ ----------- ------------ -----------
REVENUE
Interest $ 20,009 $ 55,658 $ 25,442 $ 61,962
Other income from local partnerships 3 5,000 11,250 11,250
--------- --------- --------- ---------
TOTAL REVENUE 25,009 66,908 25,442 73,212
--------- --------- --------- ---------
EXPENSES
Administration fees 45,930 137,792 45,930 137,792
Management fee 43,877 131,611 43,877 131,611
Professional fees 23,032 54,990 15,248 43,382
State of New Jersey filing fee 19,605 45,803
Printing, postage and other 13,502 30,883 17,112 31,127
--------- --------- --------- ---------
TOTAL EXPENSES 145,946 401,079 122,167 343,912
--------- --------- --------- ---------
Loss from operations (120,937) (334,171) (96,725) (270,700)
Loss on conversion of bond to marketable
equity security 2 (66,150)
Equity in income (loss) of investment
in local partnerships 3 76,431 (235,762) 59,878 71,450
--------- --------- --------- ---------
NET LOSS (44,506) (636,083) (36,847) (199,250)
Other comprehensive income (loss) 2 (19,029) 38,688 (18,067) (13,584)
--------- --------- --------- ---------
COMPREHENSIVE LOSS $ (63,535) $(597,395) $ (54,914) $(212,834)
========= ========= ========= =========
NET LOSS ATTRIBUTABLE TO
General partner $ (445) $ (6,361) $ (369) $ (1,993)
Limited partners (44,061) (629,722) (36,478) (197,257)
--------- --------- --------- ---------
$ (44,506) $(636,083) $ (36,847) $(199,250)
========= ========= ========= =========
NET LOSS per unit of limited
partnership interest
(41,286 units of limited
partnership interest) $ (1.06) $ (15.25) $ (.89) $ (4.78)
========= ========= ========= =========
See Notes to Financial Statements.
4
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 30, 2003 AND 2002
(UNAUDITED)
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 67,046 $ 100,020
Cash paid for
administration fees (172,935) (170,765)
management fee (175,472) (175,472)
professional fees (64,772) (55,952)
State of New Jersey filing fee (93,056)
printing, postage and other expenses (35,774) (36,415)
--------- ---------
Net cash used in operating activities (474,963) (338,584)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in local partnerships (73,077) (32,931)
Cash distributions from local partnerships 13,750 141,353
Investments in bonds (includes accrued interest of
$0 and $198) (242,786) (249,573)
Maturities/redemptions and sales of bonds 728,809 389,000
--------- ---------
Net cash provided by investing activities 426,696 247,849
--------- ---------
Net decrease in cash and cash equivalents (48,267) (90,735)
Cash and cash equivalents at beginning of period 112,459 223,677
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 64,192 $ 132,942
========= =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Investment in marketable equity security $ 29,850
=========
Unrealized gain (loss) on investments in bonds, net $ 38,688 $ (13,584)
========= =========
- --------------------------------------------------------------------------------
See reconciliation of net loss to net cash used in operating activities on page
6.
See Notes to Financial Statements.
5
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS - (Continued)
NINE MONTHS ENDED DECEMBER 30, 2003 AND 2002
(UNAUDITED)
2003 2002
--------- ---------
RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES
Net loss $(636,083) $(199,250)
Adjustments to reconcile net loss to net cash used
in operating activities
Equity in loss (income) of investment in local
partnerships 235,762 (71,450)
Distributions from local partnerships classified
as other income (11,250) (11,250)
Gain on sale of bonds (7,809)
Loss on conversion of bond to marketable equity security 66,150
Amortization of net premium on investments in bonds 4,216 19,593
Accretion of zero coupon bonds (12,265) (12,265)
Decrease in interest receivable 27,246 30,730
Decrease in accounts payable and accrued expenses (61,926) (17,858)
Decrease in payable to general partner and affiliates (79,004) (76,834)
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES $(474,963) $(338,584)
========= =========
See Notes to Financial Statements.
6
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 2003
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America for interim financial information. They do not include all
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
The results of operations are impacted significantly by the combined results
of operations of the Local Partnerships, which are provided by the Local
Partnerships on an unaudited basis during interim periods. Accordingly, the
accompanying financial statements are dependent on such unaudited
information. In the opinion of the General Partner, the financial statements
include all adjustments necessary to present fairly the financial position as
of December 30, 2003 and the results of operations and cash flows for the
interim periods presented. All adjustments are of a normal recurring nature.
The results of operations for the three and nine month periods ended December
30, 2003 are not necessarily indicative of the results that may be expected
for the entire year.
2. Investments in Bonds
As of December 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
Within one year $ 89,444 3,493 $ -- $ 92,937
After one year through five years 25,615 2,667 (9) 28,273
--------- --------- --------- ---------
115,059 6,160 (9) 121,210
--------- --------- --------- ---------
U.S. Treasury debt securities
Within one year 242,847 950 -- 243,797
--------- --------- --------- ---------
U.S. government and agency securities
After one year through five years 307,376 22,463 -- 329,839
--------- --------- --------- ---------
$ 665,282 $ 29,573 $ (9) $ 694,846
========= ========= ========= =========
The Partnership has provided collateral for a standby letter of credit in the
amount of $242,529 issued in connection with Cobbet Hill Associates Limited
Partnership ("Cobbet") under the terms of the financing documents whereby the
lender has required security for future operating deficits, if any, of
Cobbet. The letter of credit is secured by investments in bonds of
approximately $244,000. As of February 13, 2004, no amounts have been drawn
under the terms of the letter of credit.
In connection with the reorganization of an issuer of one of the
Partnership's investments in bonds, such investment was converted to a
marketable equity security. In connection with such conversion, the
Partnership recognized a loss of $66,150 as reflected in the accompanying
statement of operations for the nine months ended December 30, 2003.
7
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
DECEMBER 30, 2003
(UNAUDITED)
3. Investment in Local Partnerships
The Partnership originally acquired limited partnership interests in Local
Partnerships representing capital contributions in the aggregate amount of
$35,214,842, which includes advances made to certain Local Partnerships. As
of September 30, 2003, the Partnership holds an interest in sixteen Local
Partnerships that have outstanding mortgage loans payable totaling
approximately $72,192,000 and accrued interest payable on such loans totaling
approximately $6,527,000, which are secured by security interests and liens
common to mortgage loans on the Local Partnerships' real property and other
assets.
For the nine months ended December 30, 2003, the investment in local
partnerships activity consists of the following:
Investment in local partnerships as of March 30, 2003 $ 1,182,145
Equity in loss of investment in local partnerships (235,762)*
Cash distributions received from Local Partnerships (13,750)
Cash distributions from Local Partnerships classified
as other income 11,250
Advances to local partnerships 73,077
-----------
Investment in local partnerships as of December 30, 2003 $ 1,016,960
===========
*Equity in loss of investment in local partnerships is limited to the
Partnership's investment balance in each Local Partnership; any excess is
applied to other partners' capital in any such Local Partnership. The amount
of such excess losses applied to other partners' capital was $2,513,705 for
the nine months ended September 30, 2003 as reflected in the combined
statement of operations of the Local Partnerships reflected herein Note 3.
The combined unaudited balance sheets of the Local Partnerships as of
September 30, 2003 and December 31, 2002 and the combined unaudited
statements of operations of the Local Partnerships for the three and nine
month periods ended September 30, 2003 and 2002 are reflected on pages 9 and
10, respectively.
8
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
DECEMBER 30, 2003
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of September 30,
2003 and December 31, 2002 are as follows:
September 30, December 31,
2003 2002
------------ ------------
ASSETS
Cash and cash equivalents $ 1,156,610 $ 1,563,601
Rents receivable 263,519 138,465
Escrow deposits and reserves 3,707,972 3,711,505
Land 3,850,061 3,850,061
Buildings and improvements (net of accumulated
depreciation of $55,035,806 and $52,143,396) 54,297,824 55,939,017
Intangible assets (net of accumulated amortization
of $875,310 and $824,571) 1,565,088 1,615,827
Other assets 842,782 990,098
------------ ------------
$ 65,683,856 $ 67,808,574
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 1,659,455 $ 1,469,731
Due to related parties 6,198,532 6,381,473
Mortgage loans 72,192,432 72,804,866
Notes payable 936,802 939,899
Accrued interest 6,527,485 5,804,195
Other liabilities 894,618 377,957
------------ ------------
88,409,324 87,778,121
------------ ------------
Partners' equity (deficit)
American Tax Credit Properties L.P.
Capital contributions, net of distributions 34,030,856 33,964,161
Cumulative loss (32,086,591) (31,850,829)
------------ ------------
1,944,265 2,113,332
------------ ------------
General partners and other limited partners
Capital contributions, net of distributions 599,824 599,824
Cumulative loss (25,269,557) (22,682,703)
------------ ------------
(24,669,733) (22,082,879)
------------ ------------
(22,725,468) (19,969,547)
------------ ------------
$ 65,683,856 $ 67,808,574
============ ============
9
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
DECEMBER 30, 2003
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the three
and nine month periods ended September 30, 2003 and 2002 are as follows:
Three Months Nine Months Three Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2003 2003 2002 2002
------------- ------------ ------------- -------------
REVENUE
Rental $ 3,853,619 $ 11,576,058 $ 3,813,723 $ 11,345,344
Interest and other 94,476 247,616 79,855 189,984
------------ ------------ ------------ ------------
TOTAL REVENUE 3,948,095 11,823,674 3,893,578 11,535,328
EXPENSES
Administrative 644,830 1,896,861 620,485 1,856,892
Utilities 261,090 1,182,196 282,596 1,113,812
Operating and maintenance 933,814 2,909,811 837,807 2,491,776
Taxes and insurance 454,833 1,452,890 541,145 1,540,378
Financial 1,470,243 4,254,087 1,425,987 4,285,014
Depreciation and amortization 960,930 2,950,445 981,237 2,935,247
------------ ------------ ------------ ------------
TOTAL EXPENSES 4,725,740 14,646,290 4,689,257 14,223,119
------------ ------------ ------------ ------------
NET LOSS $ (777,645) $ (2,822,616) $ (795,679) $ (2,687,791)
============ ============ ============ ============
NET EARNINGS (LOSS)
ATTRIBUTABLE TO
American Tax Credit $ 76,431 $ (235,762) $ 59,878 $ 71,450
Properties L.P.
General partners and other
limited partners, which
includes $829,170,
$2,513,705, $831,524 and
$2,687,898 of Partnership
loss in excess of investment (854,076) (2,586,854) (855,557) (2,759,241)
------------ ------------ ------------ ------------
$ (777,645) $ (2,822,616) $ (795,679) $ (2,687,791)
============ ============ ============ ============
The combined results of operations of the Local Partnerships for the three and
nine month periods ended September 30, 2003 are not necessarily indicative of
the results that may be expected for an entire operating period.
10
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
DECEMBER 30, 2003
(UNAUDITED)
3. Investment in Local Partnerships (continued)
Cobbet was originally financed with a first mortgage with mandatory monthly
payment terms with the Massachusetts Housing Finance Agency ("MHFA") and a
second mortgage with MHFA under the State Housing Assistance for Rental
Production Program (the "SHARP Operating Loan") whereby proceeds would be
advanced monthly as an operating subsidy (the "Operating Subsidy Payments").
The terms of the SHARP Operating Loan called for declining Operating Subsidy
Payments over its term (not more than 15 years). However, due to the economic
condition of the Northeast region in the early 1990's, MHFA instituted an
operating deficit loan (the "ODL") program that supplemented the scheduled
reduction in the Operating Subsidy Payments. Effective October 1, 1997, MHFA
announced its intention to eliminate the ODL program, such that Cobbet no
longer receives the ODL, without which Cobbet is unable to make the full
mandatory debt service payments on its first mortgage. MHFA issued a formal
notice of default dated February 2, 2004. The Local General Partners are
currently negotiating with MHFA to transfer the ownership of the Property to
the unaffiliated management agent, which will redevelop and recapitalize the
Property. Registrant does not believe that it will receive any proceeds from
such a transfer. Since the date MHFA ceased funding the ODL through September
30, 2003, Cobbet has accumulated approximately $1,922,000 of principal and
interest arrearages. The Partnership's investment balance in Cobbet, after
cumulative equity losses, became zero during the year ended March 30, 1994.
The Partnership has no risk with respect to Low-income Tax Credit recapture
as a result of the Compliance Period in connection with Cobbet having expired
on December 31, 2003.
The Partnership advanced $73,077 during the nine months ended December 30,
2003 to 4611 South Drexel Limited Partnership to fund operating deficits.
Cumulative advances as of December 30, 2003 are $498,343. Such advances have
been recorded as investment in local partnerships and have been offset by
additional equity in loss of investment in local partnerships.
4. Additional Information
Additional information, including the audited March 30, 2003 Financial
Statements and the Organization, Purpose and Summary of Significant
Accounting Policies, is included in the Partnership's Annual Report on Form
10-K for the fiscal year ended March 30, 2003 on file with the Securities and
Exchange Commission.
11
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
----------------------------------------------------------------------
Material Changes in Financial Condition
- ---------------------------------------
As of December 30, 2003, American Tax Credit Properties L.P. (the "Registrant")
has experienced a significant change in financial condition as compared to March
30, 2003. Principal changes in assets are comprised of a reduction in
investments in bonds which were utilized to pay for Registrant's operating
expenses and advances to a Local Partnership and periodic transactions and
adjustments and anticipated equity in loss from operations of the local
partnerships (the "Local Partnerships") which own low-income multifamily
residential complexes (the "Properties") that qualify for the low-income tax
credit in accordance with Section 42 of the Internal Revenue Code (the
"Low-income Tax Credit"). During the nine months ended December 30, 2003,
Registrant received cash from interest revenue, distributions from Local
Partnerships and maturities/redemptions and sales of bonds and utilized cash for
operating expenses, investments in bonds and advances to a Local Partnership
(see Local Partnership Matters below), which advances have been recorded as
investment in local partnerships. Cash and cash equivalents, marketable equity
securities and investments in bonds decreased, in the aggregate, by
approximately $546,000 during the nine months ended December 30, 2003 (which
includes a net unrealized gain on investments in bonds of approximately $39,000,
amortization of net premium on investments in bonds of approximately $4,000,
accretion of zero coupon bonds of approximately $12,000 and a loss of
approximately $66,000 upon the conversion of a corporate debt instrument to an
equity security). Notwithstanding circumstances that may arise in connection
with the Properties, Registrant does not expect to realize significant gains or
losses on its investments in bonds, if any. During the nine months ended
December 30, 2003, the investment in local partnerships decreased as a result of
Registrant's equity in the Local Partnerships' net loss for the nine months
ended September 30, 2003 of $235,762 and cash distributions received from Local
Partnerships of $2,500 (exclusive of distributions from Local Partnerships of
$11,250 classified as other income), partially offset by advances made to a
Local Partnership of $73,077 (see discussion below under Local Partnership
Matters).
Results of Operations
- ---------------------
Registrant's operating results are dependent upon the operating results of the
Local Partnerships and are significantly impacted by the Local Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting. Registrant accounts for its investment in local partnerships
in accordance with the equity method of accounting. Accordingly, the investment
is carried at cost and is adjusted for Registrant's share of each Local
Partnership's results of operations and by cash distributions received. Equity
in loss of each investment in Local Partnership allocated to Registrant is
recognized to the extent of Registrant's investment balance in each Local
Partnership. Equity in loss in excess of Registrant's investment balance in a
Local Partnership is allocated to other partners' capital in any such Local
Partnership. As a result, the reported equity in loss of investment in local
partnerships is expected to decrease as Registrant's investment balances in the
respective Local Partnerships become zero. The combined statements of operations
of the Local Partnerships reflected in Note 3 to Registrant's financial
statements include the operating results of all Local Partnerships, irrespective
of Registrant's investment balances.
Cumulative losses and cash distributions in excess of investment in local
partnerships may result from a variety of circumstances, including a Local
Partnership's accounting policies, subsidy structure, debt structure and
operating deficits, among other things. In addition, the carrying value of
Registrant's investment in local partnerships may be reduced if the book value
(the "Local Partnership Carrying Value") is considered to exceed the estimated
value derived by management. Accordingly, cumulative losses and cash
distributions in excess of the investment or an adjustment to a Local
Partnership's Carrying Value are not necessarily indicative of adverse operating
results of a Local Partnership. See discussion below under Local Partnership
Matters regarding certain Local Partnerships currently operating below economic
break even levels.
Registrant's operations for the three months ended December 30, 2003 and 2002
resulted in net losses of $44,506 and $36,847, respectively. Other comprehensive
loss for the three months ended December, 2003 and 2002 resulted from a net
unrealized loss on investments in bonds of $19,029 and $18,067, respectively.
12
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
----------------------------------------------------------------------
The Local Partnerships' net loss of approximately $778,000 for the three months
ended September 30, 2003 was attributable to rental and other revenue of
approximately $3,948,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $3,765,000 and approximately
$961,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $796,000 for the three months ended September 30, 2002 was
attributable to rental and other revenue of approximately $3,893,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $3,708,000 and approximately $981,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended September 30, 2003 are not necessarily indicative of the
results that may be expected in future periods.
Registrant's operations for the nine months ended December 30, 2003 and 2002
resulted in net losses of $636,083 and $199,250, respectively. The increase in
net loss is primarily the result of (i) an increase in the equity in loss of
investment in local partnerships of approximately $307,000, which increase is
primarily the result of an increase in the net operating losses of certain Local
Partnerships in which Registrant continues to have an investment balance, (ii) a
loss of approximately $66,000 on the conversion of an investment in bonds to a
marketable equity security resulting from the corporate restructuring of the
bond issuer's debt and (iii) the filing fee charged to partnerships in the State
of New Jersey in fiscal 2004 of approximately $46,000. Other comprehensive
income (loss) for the nine months ended December 30, 2003 and 2002 resulted from
a net unrealized gain (loss) on investments in bonds of $38,688 and $(13,584),
respectively.
The Local Partnerships' net loss of approximately $2,823,000 for the nine months
ended September 30, 2003 was attributable to rental and other revenue of
approximately $11,823,000, exceeded by operating and interest expenses
(including interest on non-mandatory debt) of approximately $11,696,000 and
approximately $2,950,000 of depreciation and amortization expense. The Local
Partnerships' net loss of approximately $2,688,000 for the nine months ended
September 30, 2002 was attributable to rental and other revenue of approximately
$11,535,000, exceeded by operating and interest expenses (including interest on
non-mandatory debt) of approximately $11,288,000 and approximately $2,935,000 of
depreciation and amortization expense. The results of operations of the Local
Partnerships for the nine months ended September 30, 2003 are not necessarily
indicative of the results that may be expected in future periods.
Local Partnership Matters
- -------------------------
Registrant's primary objective is to provide Low-income Tax Credits to limited
partners generally over a ten year period. The relevant state tax credit agency
has allocated each of Registrant's Local Partnerships an amount of Low-income
Tax Credits, which are generally available for a ten year period from the year
the Property is placed in service (the "Ten Year Credit Period"). The Ten Year
Credit Period was fully exhausted by all of the Properties as of December 31,
2001. The required holding period of each Property, in order to avoid Low-income
Tax Credit recapture, is fifteen years from the year in which the Low-income Tax
Credits commence on the last building of the Property (the "Compliance Period").
The Properties must satisfy various requirements including rent restrictions and
tenant income limitations (the "Low-income Tax Credit Requirements") in order to
maintain eligibility for the recognition of the Low-income Tax Credit at all
times during the Compliance Period. Once a Local Partnership has become eligible
for the Low-income Tax Credit, it may lose such eligibility and suffer an event
of recapture if its Property fails to remain in compliance with the Low-income
Tax Credit Requirements. As of December 31, 2003, the Compliance Period of
twelve Local Partnerships has expired.
13
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
----------------------------------------------------------------------
The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. Many of the Local Partnerships receive rental subsidy payments,
including payments under Section 8 of Title II of the Housing and Community
Development Act of 1974 ("Section 8"). The subsidy agreements expire at various
times during and after the Compliance Periods of the Local Partnerships. Since
October 1997, the United States Department of Housing and Urban Development
("HUD") has issued a series of directives related to project based Section 8
contracts that define owners' notification responsibilities, advise owners of
project based Section 8 properties of what their options are regarding the
renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. Registrant
cannot reasonably predict legislative initiatives and governmental budget
negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
net operating income before debt service ("NOI") and debt structure of any or
all Local Partnerships currently receiving such subsidy or similar subsidies.
Two Local Partnerships' Section 8 contracts are currently subject to renewal
under applicable HUD guidelines. In addition, two Local Partnerships entered
into restructuring agreements in 2001, resulting in both a lower rent subsidy
(resulting in lower NOI) and lower mandatory debt service.
The Local Partnerships have various financing structures which include (i)
required debt service payments ("Mandatory Debt Service") and (ii) debt service
payments that are payable only from available cash flow subject to the terms and
conditions of the notes, which may be subject to specific laws, regulations and
agreements with appropriate federal and state agencies ("Non-Mandatory Debt
Service or Interest"). During the nine months ended September 30, 2003, revenue
from operations of the Local Partnerships has generally been sufficient to cover
operating expenses and Mandatory Debt Service. Most of the Local Partnerships
are effectively operating at or above break even levels, although certain Local
Partnerships' operating information reflects operating deficits that do not
represent cash deficits due to their mortgage and financing structure and the
required deferral of property management fees. However, as discussed below,
certain Local Partnerships' operating information indicates below break even
operations after taking into account their mortgage and financing structure and
any required deferral of property management fees.
Cobbet Hill Associates Limited Partnership ("Cobbet") was originally financed
with a first mortgage with mandatory monthly payment terms with the
Massachusetts Housing Finance Agency ("MHFA") and a second mortgage with MHFA
under the State Housing Assistance for Rental Production Program (the "SHARP
Operating Loan") whereby proceeds would be advanced monthly as an operating
subsidy (the "Operating Subsidy Payments"). The terms of the SHARP Operating
Loan called for declining Operating Subsidy Payments over its term (not more
than 15 years). However, due to the economic condition of the Northeast region
in the early 1990's, MHFA instituted an operating deficit loan (the "ODL")
program that supplemented the scheduled reduction in the Operating Subsidy
Payments. Effective October 1, 1997, MHFA announced its intention to eliminate
the ODL program, such that Cobbet no longer receives the ODL, without which
Cobbet is unable to make the full mandatory debt service payments on its first
mortgage. MHFA issued a formal notice of default dated February 2, 2004. The
Local General Partners are currently negotiating with MHFA to transfer the
ownership of the Property to the unaffiliated management agent, which will
redevelop and recapitalize the Property. Registrant does not believe that it
will receive any proceeds from such a transfer. Since the date MHFA ceased
funding the ODL through September 30, 2003, Cobbet has accumulated approximately
$1,922,000 of principal and interest arrearages. The Registrant's investment
balance in Cobbet, after cumulative equity losses, became zero during the year
ended March 30, 1994. Registrant has no risk with respect to Low-income Tax
Credit recapture as a result of the Compliance Period in connection with Cobbet
having expired on December 31, 2003.
14
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
----------------------------------------------------------------------
4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $60,000 for the nine months ended September 30, 2003
due to vacancies resulting from deferred unit maintenance and associated
required capital improvements. As of December 30, 2003, Registrant has advanced
$498,343, of which $73,077 was advanced during the nine months then ended. The
Local General represents that 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.
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 nine months ended September 30, 2003
of approximately $15,000 and approximately $22,000, respectively. The Local
General Partner reported 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. The Local General represents that 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. Registrant has no
risk with respect to Low-income Tax Credit recapture as a result of the
Compliance Period in connection with the Dunbars having expired on December 31,
2003.
The Local General Partner of Hilltop North Associates, A Virginia Limited
Partnership ("Hilltop") has reported that the local housing authority has only
partially extended Hilltop's HAP Contract. The HAP Contract was scheduled to
expire December 31, 2003. The financial viability of Hilltop is highly
uncertain. Registrant has no risk with respect to Low-income Tax Credit
recapture as a result of the Compliance Period in connection with Hilltop having
expired on December 31, 2002.
On November 3, 2003, the Local General Partners of Blue Hill Housing Limited
Partnership ("Blue Hill") entered into a Purchase and Sale agreement whereby the
Property is expected to be sold in early 2004. Such date is subject to change
under the terms of the agreement. The Compliance Period for Blue Hill expired
December 31, 2003. The estimated proceeds to be received by Registrant in
connection with the sale is approximately $662,000. The agreement is subject to
various terms and conditions and is subject to termination; accordingly, there
is no assurance that such sale will ultimately take place.
Recent Accounting Pronouncements
- --------------------------------
In November 2002, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45").
FIN 45 requires disclosure of off-balance sheet transactions, arrangements,
obligations, guarantees or other relationships with unconsolidated entities or
other persons that have, or are reasonably likely to have, a material effect on
its financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources. The adoption of the accounting
provisions of FIN 45 did not have a material effect on the Registrant's
financial statements or disclosures.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN 46"). FIN 46 requires a variable interest
entity to be consolidated by a company if that company is subject to a majority
of the risk of loss from the variable interest entity's activities or entitled
to receive a majority of the entity's residual returns or both. FIN 46 requires
disclosures about variable interest entities that a company is not required to
consolidate, but in which it has a significant variable interest. The
consolidation requirements apply to existing entities in the first fiscal year
or interim period ending after December 15, 2003. The adoption of FIN 46 did not
have a material effect on the Registrant's financial statements.
15
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
-----------------------------------------------------------------------
In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity," ("SFAS No. 150"). The statement establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within the scope of SFAS No. 150 as a
liability (or an asset in some circumstances). Certain provisions of this
statement are effective for financial instruments entered into or modified after
May 31, 2003. In October 2003, FASB deferred indefinitely certain provisions of
this Statement pertaining to non-controlling interests in limited life entities.
The adoption of SFAS No. 150 will have no material impact on the Registrant's
financial reporting and disclosures.
Critical Accounting Policies and Estimates
- ------------------------------------------
The financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which requires Registrant to
make certain estimates and assumptions. The following section is a summary of
certain aspects of those accounting policies that may require subjective or
complex judgments and are most important to the portrayal of Registrant's
financial condition and results of operations. Registrant believes that there is
a low probability that the use of different estimates or assumptions in making
these judgments would result in materially different amounts being reported in
the financial statements.
o Registrant accounts for its investment in local partnerships in
accordance with the equity method of accounting since Registrant 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.
16
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
---------------------------------------------------------
Registrant has invested a significant portion of its working capital reserves in
corporate bonds, U.S. Treasury instruments and U.S. government and agency
securities. The market value of such investments is subject to fluctuation based
upon changes in interest rates relative to each investment's maturity date and
the associated bond rating. Since Registrant's investments in bonds have various
maturity dates through 2007, the value of such investments may be adversely
impacted in an environment of rising interest rates in the event Registrant
decides to liquidate any such investment prior to its maturity. Although
Registrant may utilize reserves to assist an under performing Property, it
otherwise intends to hold such investments to their respective maturities.
Therefore, Registrant does not anticipate any material adverse impact in
connection with such investments.
Item 4. Controls and Procedures
-----------------------
As of December 30, 2003, under the direction of the Chief Executive Officer and
Chief Financial Officer, Registrant evaluated the effectiveness of its
disclosure controls and procedures and internal controls over financial
reporting and concluded that (i) Registrant's disclosure controls and procedures
were effective as of December 30, 2003, and (ii) no changes occurred during the
quarter ended December 30, 2003, that materially affected, or are reasonably
likely to materially affect, such internal controls.
17
AMERICAN TAX CREDIT PROPERTIES L.P.
Part II - OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
-----------------
Registrant is not aware of any material legal proceedings.
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None; see Item 5 regarding the mortgage default of a Local
Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
As discussed in Part I, Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations, Cobbet
Hill Associates Limited Partnership ("Cobbet") has received a formal
notice of default from the lender. The Local General Partners are
negotiating with the lender to transfer the ownership of the
Property to the unaffiliated management agent.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. Exhibits
Exhibit 31.1 Rule 13a-14/15d-14(a) Certification of Chief
Executive Officer
Exhibit 31.2 Rule 13a-14/15d-14(a) Certification of Chief
Financial Officer
Exhibit 32.1 Section 1350 Certification of Chief Executive
Officer
Exhibit 32.2 Section 1350 Certification of Chief Financial
Officer
b. Reports on Form 8-K
None
18
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
AMERICAN TAX CREDIT PROPERTIES L.P.
(a Delaware limited partnership)
By: Richman Tax Credit Properties L.P.,
General Partner
by: Richman Tax Credit Properties Inc.,
general partner
Dated: February 13, 2004 /s/ David Salzman
----------------------------------------
by: David Salzman
Chief Executive Officer
Dated: February 13, 2004 /s/ Neal Ludeke
---------------------------------------
by: Neal Ludeke
Chief Financial Officer
19