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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 29, 2004
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
------ -----
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
------ -----
AMERICAN TAX CREDIT PROPERTIES L.P.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TABLE OF CONTENTS PAGE
Balance Sheets.................................................................3
Statements of Operations.......................................................4
Statements of Cash Flows.......................................................5
Notes to Financial Statements..................................................7
2
AMERICAN TAX CREDIT PROPERTIES L.P.
BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 29, MARCH 30,
NOTES 2004 2004
ASSETS
Cash and cash equivalents $ 71,117 $ 76,527
Marketable equity security 2 96,741 45,876
Investments in bonds 2 213,565 651,218
Investment in local partnerships 3 347,497 693,644
Distribution receivable from local partnership 3 1,001,903
Interest receivable 4,993 5,097
------------ -------------
$1,735,816 $1,472,362
============ =============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $34,923 $92,142
Payable to general partner and affiliates 240,961 78,969
------------ -------------
275,884 171,111
------------ -------------
Commitments and contingencies 3,4
Partners' equity (deficit)
General partner (351,826) (353,127)
Limited partners (41,286 units of limited partnership
interest outstanding) 1,739,260 1,610,443
Accumulated other comprehensive income, net 2 72,498 43,935
------------ -------------
1,459,932 1,301,251
------------ -------------
$ 1,735,816 $ 1,472,362
============ =============
See Notes to Financial Statements.
3
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS SIX MONTHS THREE MONTHS SIX MONTHS
ENDED SEPTEMBER ENDED ENDED ENDED
29, 2004 SEPTEMBER 29, SEPTEMBER 29, SEPTEMBER 29,
NOTES 2004 2003 2003
REVENUE
Interest $ 9,051 $ 21,398 $ 16,084 $ 35,649
Other income from local partnerships 3 5,000 7,500 6,250 6,250
TOTAL REVENUE 14,051 28,898 22,334 41,899
EXPENSES
Administration fee 45,931 91,862 45,931 91,862
Management fee 43,867 87,734 43,867 87,734
Professional fees 21,807 41,031 18,894 31,958
State of New Jersey filing fee 15,551 30,797 13,099 26,198
Printing, postage and other 3,595 15,303 5,274 17,381
TOTAL EXPENSES 130,751 266,727 127,065 255,133
Loss from operations (116,700) (237,829) (104,731) (213,234)
Loss on conversion of bond to marketable
equity security (66,150)
2
Equity in income (loss) of investment in
local partnerships 3 (111,895) (505,105) 5,370 (312,193)
Loss prior to gain on disposal of local
partnership interest (228,595) (742,934) (99,361) (591,577)
Gain on disposal of local partnership
interest 3 873,052 873,052
NET INCOME (LOSS) 644,457 130,118 (99,361) (591,577)
Other comprehensive income (loss) 2 13,287 28,563 (16,136) 57,717
COMPREHENSIVE INCOME (LOSS) $ 657,744 $ 158,681 $ (115,497) $ (533,860)
NET INCOME (LOSS) ATTRIBUTABLE TO
General partner $ 6,444 $ 1,301 $ (994) $ (5,916)
Limited partners 638,013 128,817 (98,367) (585,661)
$ 644,457 $ 130,118 $ (99,361) $ (591,577)
NET INCOME (LOSS) per unit of limited
partnership interest (41,286 units of
limited partnership interest) $ 15.45 $ 3.12 $ (2.39) $ (14.19)
See Notes to Financial Statements.
4
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 29, 2004 AND 2003
(UNAUDITED)
2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $5,603 $39,370
Cash paid for
administration fee (17,604) (10,945)
professional fees (67,757) (55,234)
State of New Jersey filing fee (61,290) (80,042)
printing, postage and other expenses (15,303) (14,796)
Net cash used in operating activities (156,351) (121,647)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to local partnerships (298,916) (42,270)
Cash distributions from local partnerships 18,607 6,250
Investments in bonds (242,786)
Proceeds from maturities/redemptions and sales of bonds 431,250 390,000
Net cash provided by investing activities 150,941 111,194
Net decrease in cash and cash equivalents (5,410) (10,453)
Cash and cash equivalents at beginning of period 76,527 112,459
CASH AND CASH EQUIVALENTS AT END OF PERIOD $71,117 $102,006
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Investment in marketable equity security $29,850
Increase in distribution receivable from local partnership $1,001,903
Unrealized gain on investments in bonds and marketable equity security, net $28,563 $57,717
================================================================================
See reconciliation of net income (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)
SIX MONTHS ENDED SEPTEMBER 29, 2004 AND 2003
(UNAUDITED)
2004 2003
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES
Net income (loss) $ 130,118 $ (591,577)
Adjustments to reconcile net income (loss) to net cash used in operating
activities
Equity in loss of investment in local partnerships 505,105 312,193
Gain on disposal of local partnership interest (873,052)
Gain on redemptions and sales of bonds (9,984)
Distributions from local partnerships classified as other income (7,500) (6,250)
Loss on conversion of bond to marketable equity security 66,150
Amortization of net premium on investments in bonds 1,010 2,355
Accretion of zero coupon bonds (6,925) (8,162)
Decrease in interest receivable 104 9,528
Decrease in accounts payable and accrued expenses (57,219) (76,619)
Increase in due to general partner and affiliates 161,992 170,735
NET CASH USED IN OPERATING ACTIVITIES $(156,351) $(121,647)
See Notes to Financial Statements.
6
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 29, 2004
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information. They do not include
all information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
The results of operations are impacted significantly by the combined
results of operations of the Local Partnerships, which are provided by the
Local Partnerships on an unaudited basis during interim periods.
Accordingly, the accompanying financial statements are dependent on such
unaudited information. In the opinion of the General Partner, the financial
statements include all adjustments necessary to present fairly the
financial position as of September 29, 2004 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 six months ended
September 29, 2004 are not necessarily indicative of the results that may
be expected for the entire year.
2. INVESTMENTS IN BONDS AND MARKETABLE EQUITY SECURITY
As of September 29, 2004, certain information concerning investments in
bonds and marketable equity security is as follows:
Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost gains losses fair value
Corporate debt securities
Within one year $ 89,887 $ $ (887) $ 89,000
--
After one year through five years 22,623 1,564 -- 24,187
112,510 1,564 (887) 113,187
U.S. government and agency securities
After one year through five years 95,448 4,930 -- 100,378
$ 207,958 $ 6,494 $ (887) $ 213,565
Marketable equity security $ 29,850 $ 66,891 $ -- $ 96,741
7
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
SEPTEMBER 29, 2004
(UNAUDITED)
3. INVESTMENT IN LOCAL PARTNERSHIPS
The Partnership originally acquired limited partnership interests in Local
Partnerships representing capital contributions in the aggregate amount of
$35,554,830, which includes advances made to certain Local Partnerships. As
of September 29, 2004, the Partnership holds an interest in sixteen Local
Partnerships that have, as of June 30, 2004, outstanding mortgage loans
payable totaling approximately $71,627,000 and accrued interest payable on
such loans totaling approximately $7,443,000, which are secured by security
interests and liens common to mortgage loans on the Local Partnerships'
real property and other assets.
For the six months ended September 29, 2004, the investment in local
partnerships activity consists of the following:
Investment in local partnerships as of March 30, 2004 $ 693,644
Equity in loss of investment in local partnerships (505,105) *
Cash distributions received from Local Partnerships (18,607)
Cash distributions from Local Partnerships classified as
other income 7,500
Cash distribution receivable from Local Partnership (1,001,903) **
Gain on disposal of investment in local partnership 873,052 **
Advances to Local Partnerships 298,916
Investment in local partnerships as of September 29, 2004 $347,497
*Equity in loss of investment in local partnerships is limited to the
Partnership's investment balance in each Local Partnership; any excess is
applied to other partners' capital in any such Local Partnership. The
amount of such excess losses applied to other partners' capital was
$1,337,092 for the six months ended June 30, 2004 as reflected in the
combined statement of operations of the Local Partnerships reflected
herein Note 3. Such amount includes losses from Blue Hill Housing Limited
Partnership ("Blue Hill") for the period July 1, 2004 through August 31,
2004 (see discussion below).
**Blue Hill sold its underlying Property on August 31, 2004, in connection
with which the Partnership received a distribution of $1,001,903 in
October 2004; such distribution received is reflected in the accompanying
balance sheet as of September 29, 2004 as distribution receivable from
local partnership. In addition, the Partnership has recognized a gain on
disposal of its investment in Blue Hill of $873,052 for the six months
ended September 29, 2004. In the event that additional proceeds are
distributed to the Partnership in connection with the final settlement of
the sale of Blue Hill, additional gain will be recognized at such time.
The accounts of Blue Hill as of and for the three and six month periods
ended June 30, 2004 are included in the combined balance sheet and
combined statements of operations of the Local Partnerships for such
periods as reflected herein Note 3. The Compliance Period in connection
with Blue Hill expired on December 31, 2003.
The combined unaudited balance sheets of the Local Partnerships as of June
30, 2004 and December 31, 2003 and the combined unaudited statements of
operations of the Local Partnerships for the three and six month periods
ended June 30, 2004 and 2003 are reflected on pages 9 and 10,
respectively.
8
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
SEPTEMBER 29, 2004
(UNAUDITED)
3. INVESTMENT IN LOCAL PARTNERSHIPS (CONTINUED)
The combined balance sheets of the Local Partnerships as of June 30, 2004
and December 31, 2003 are as follows:
JUNE 30, DECEMBER 31,
2004 2003
ASSETS
Cash and cash equivalents $ 534,035 $ 1,070,668
Rents receivable 312,225 239,201
Escrow deposits and reserves 3,274,708 3,044,006
Land 3,850,061 3,850,061
Buildings and improvements (net of accumulated depreciation of
$57,680,273 and $56,056,615) 51,457,122 53,115,262
Intangible assets (net of accumulated amortization of $933,531 and
$897,456) 1,528,979 1,553,094
Other assets 742,654 876,877
$ 61,699,784 $ 63,749,169
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 1,255,936 $ 1,393,893
Due to related parties 6,017,263 6,236,425
Mortgage loans 71,626,700 72,005,181
Notes payable 944,479 927,021
Accrued interest 7,442,859 6,781,074
Other liabilities 338,326 562,453
87,625,563 87,906,047
Partners' equity (deficit)
American Tax Credit Properties L.P.
Capital contributions, net of distributions 34,128,338 34,059,163
Cumulative loss (32,907,084) (32,450,979)
1,221,254 1,608,184
General partners and other limited partners
Capital contributions, net of distributions 599,712 599,824
Cumulative loss (27,746,745) (26,364,886)
(27,147,033) (25,765,062)
(25,925,779) (24,156,878)
$ 61,699,784 $ 63,749,169
9
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
SEPTEMBER 29, 2004
(UNAUDITED)
3. INVESTMENT IN LOCAL PARTNERSHIPS (CONTINUED)
The combined statements of operations of the Local Partnerships for the
three and six month periods ended June 30, 2004 and 2003 are as follows:
THREE MONTHS SIX MONTHS THREE MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2004 --------------- 2003 ---------------
2004 2003
REVENUE
Rental $ 3,842,938 $ 7,597,023 $ 3,905,658 $ 7,722,439
Interest and other 60,506 132,359 63,786 153,140
TOTAL REVENUE 3,903,444 7,729,382 3,969,444 7,875,579
EXPENSES
Administrative 617,346 1,176,661 608,834 1,252,031
Utilities 396,689 929,139 364,064 921,106
Operating and maintenance 882,394 1,729,886 923,248 1,975,997
Taxes and insurance 532,985 1,016,005 496,364 998,057
Financial 1,388,047 2,802,149 1,390,144 2,783,844
Depreciation and amortization 956,397 1,913,506 993,015 1,989,515
TOTAL EXPENSES 4,773,858 9,567,346 4,775,669 9,920,550
NET LOSS $ (870,414) $ (1,837,964) $ (806,225) $ (2,044,971)
NET INCOME (LOSS) ATTRIBUTABLE TO
American Tax Credit Properties L.P. $ (62,895) $ (456,105) $ 5,370 $ (312,193)
General partners and other limited partners,
which includes $786,791, $1,337,092,
$789,837 and $1,684,535 of Partnership loss ----------------
in excess of investment (1,381,859) (811,595) (1,732,778)
(807,519)
$ (870,414) $ (1,837,964) $ (806,225) $ (2,044,971)
The combined results of operations of the Local Partnerships for the three
and six month periods ended June 30, 2004 are not necessarily indicative
of the results that may be expected for an entire operating period.
10
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
SEPTEMBER 29, 2004
(UNAUDITED)
3. INVESTMENT IN LOCAL PARTNERSHIPS (CONTINUED)
Cobbet Hill Associates Limited Partnership ("Cobbet") was originally
financed with a first mortgage with mandatory monthly payment terms with
the Massachusetts Housing Finance Agency ("MHFA") and a second mortgage
with MHFA under the State Housing Assistance for Rental Production Program
(the "SHARP Operating Loan") whereby proceeds would be advanced monthly as
an operating subsidy (the "Operating Subsidy Payments"). The terms of the
SHARP Operating Loan called for declining Operating Subsidy Payments over
its term (not more than 15 years). However, due to the economic condition
of the Northeast region in the early 1990's, MHFA instituted an operating
deficit loan (the "ODL") program that supplemented the scheduled reduction
in the Operating Subsidy Payments. Effective October 1, 1997, MHFA
announced its intention to eliminate the ODL program, such that Cobbet no
longer receives the ODL, without which Cobbet is unable to make the full
mandatory debt service payments on its first mortgage. MHFA 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. The Partnership does not believe that it will receive any
proceeds from such a transfer. Since the date MHFA ceased funding the ODL
through December 31, 2003, Cobbet has accumulated approximately $2,117,000
of principal and interest arrearages. The Partnership had provided
collateral for a standby letter of credit in the amount of $242,829 issued
in connection with Cobbet under the terms of the financing documents
whereby the lender had required security for future operating deficits, if
any, of Cobbet. The letter of credit was secured by investments in bonds of
the Partnership of approximately $244,000. The lender drew on the letter of
credit in full in June 2004. The $242,829 has been recorded as investment
in local partnerships and has been offset by additional equity in loss of
investment in local partnerships in the accompanying financial statements.
The Partnership's investment balance in Cobbet, after cumulative equity
losses, became zero during the year ended March 30, 1994. The Compliance
Period in connection with Cobbet expired on December 31, 2003.
The Partnership advanced $56,087 during the six months ended September 29,
2004 to 4611 South Drexel Limited Partnership ("South Drexel") to fund
operating deficits, which includes making necessary capital improvements to
the property. Cumulative advances as of September 29, 2004 are $595,502.
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, 2004 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, 2004 on file with the Securities
and Exchange Commission.
11
AMERICAN TAX CREDIT PROPERTIES L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Material Changes in Financial Condition
As of September 29, 2004, American Tax Credit Properties L.P. (the "Registrant")
has experienced a significant change in financial condition as compared to March
30, 2004 as a result of the expected sale of the Property owned by Blue Hill
Associates Limited Partnership ("Blue Hill") (see Local Partnership Matters
below). Principal changes in assets are comprised of periodic transactions and
adjustments and 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"), a
reduction in investments in bonds which were utilized to pay for Registrant's
operating expenses and advances to certain Local Partnerships and an increase in
distribution receivable from local partnership resulting from the sale of the
Property owned by Blue Hill. During the six months ended September 29, 2004,
Registrant received cash from interest revenue, distributions from Local
Partnerships and maturities/redemptions and sales of bonds and utilized cash for
operating expenses and advances to Local Partnerships (see Local Partnership
Matters below), which advances have been recorded as investment in local
partnerships. Cash and cash equivalents, marketable equity security and
investments in bonds decreased, in the aggregate, by approximately $392,000
during the six months ended September 29, 2004 (which includes a net unrealized
gain on investments in bonds and marketable equity security of approximately
$29,000, accretion of zero coupon bonds of approximately $10,000 and
amortization of net premium on investments in bonds of approximately $1,000).
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 and marketable equity security, if any. During the six
months ended September 29, 2004, the investment in local partnerships decreased
as a result of Registrant's equity in the Local Partnerships' net loss for the
six months ended June 30, 2004 of $505,105, cash distributions received from
Local Partnerships of $11,107 (exclusive of distributions from Local
Partnerships of $7,500 classified as other income) and the distribution
receivable from Blue Hill of $1,001,903 (see discussion above), partially offset
by gain on disposal of Registrant's investment in Blue Hill of $873,052 and
advances made to Local Partnerships of $298,916 (see discussion below under
Local Partnership Matters). Payable to general partner and affiliates in the
accompanying balance sheet as of September 29, 2004 represents accrued
administration and management fees.
Results of Operations
Registrant's operating results are dependent upon the operating results of the
Local Partnerships and are significantly impacted by the Local Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting. Registrant accounts for its investment in local partnerships
in accordance with the equity method of accounting. Accordingly, the investment
is carried at cost and is adjusted for Registrant's share of each Local
Partnership's results of operations and by cash distributions received. Equity
in loss of each investment in Local Partnership allocated to Registrant is
recognized to the extent of Registrant's investment balance in each Local
Partnership. Equity in loss in excess of Registrant's investment balance in a
Local Partnership is allocated to other partners' capital in any such Local
Partnership. As a result, the reported equity in loss of investment in local
partnerships is expected to decrease as Registrant's investment balances in the
respective Local Partnerships become zero. The combined statements of operations
of the Local Partnerships reflected in Note 3 to Registrant's financial
statements include the operating results of all Local Partnerships, irrespective
of Registrant's investment balances.
Cumulative losses and cash distributions in excess of investment in local
partnerships may result from a variety of circumstances, including a Local
Partnership's accounting policies, subsidy structure, debt structure and
operating deficits, among other things. In addition, the book value of
Registrant's investment in each Local Partnership (the "Local Partnership
Carrying Value") may be reduced if 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.
12
AMERICAN TAX CREDIT PROPERTIES L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
Registrant's operations for the three months ended September 29, 2004 and 2003
resulted in net income (loss) of $644,457 and $(99,361), respectively. The
increase in net income is primarily the result of the gain on disposal of local
partnership interest of approximately $873,000 in connection with Blue Hill,
partially offset by an increase in the equity in loss of investment in local
partnerships of approximately $117,000, which increase is primarily the result
of advances being made to certain Local Partnerships and being charged to equity
in loss of investment in local partnerships (see discussion below under Local
Partnership Matters) and an increase in the net operating losses of certain
Local Partnerships in which Registrant continues to have an investment balance.
Other comprehensive income (loss) for the three months ended September 29, 2004
and 2003 resulted from a net unrealized gain (loss) on investments in bonds and
marketable equity security of $13,287 and $(16,136), respectively.
The Local Partnerships' net loss of approximately $870,000 for the three months
ended June 30, 2004 was attributable to rental and other revenue of
approximately $3,903,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $3,817,000 and approximately
$956,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $806,000 for the three months ended June 30, 2003 was
attributable to rental and other revenue of approximately $3,969,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $3,782,000 and approximately $993,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended June 30, 2004 are not necessarily indicative of the
results that may be expected in future periods.
Registrant's operations for the six months ended September 29, 2004 and 2003
resulted in net income (loss) of $130,118 and $(591,577), respectively. The
increase in net income is primarily the result of (i) the gain on disposal of
local partnership interest of approximately $873,000 in connection with Blue
Hill and (ii) a loss recognized in fiscal 2003 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, partially offset by
an increase in the equity in loss of investment in local partnerships of
approximately $193,000, which increase is primarily the result of advances being
made to certain Local Partnerships and being charged to equity in loss of
investment in local partnerships (see discussion below under Local Partnership
Matters), partially offset by a net decrease in the net operating losses of
certain Local Partnerships in which Registrant continues to have an investment
balance. Other comprehensive income for the six months ended September 29, 2004
and 2003 resulted from a net unrealized gain on investments in bonds of $28,563
and $57,717 respectively.
The Local Partnerships' net loss of approximately $1,838,000 for the six months
ended June 30, 2004 was attributable to rental and other revenue of
approximately $7,729,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $7,653,000 and approximately
$1,914,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $2,045,000 for the six months ended June 30, 2003 was
attributable to rental and other revenue of approximately $7,876,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $7,931,000 and approximately $1,990,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the six months ended June 30, 2004 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. A Local Partnership 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. 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. Three 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 six months ended June 30, 2004, 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 December 31, 2003, Cobbet has accumulated approximately
$2,117,000 of principal and interest arrearages. In addition, Registrant had
provided collateral for a standby letter of credit in the amount of $242,829
issued in connection with Cobbet under the terms of the financing documents
whereby the lender had required security for future operating deficits, if any,
of Cobbet. The letter of credit was secured by investments in bonds of
approximately $244,000. The lender drew on the letter of credit in full in June
2004. The $242,829 has been recorded as additional investment in local
partnerships and has been offset by additional equity in loss of investment in
local partnerships. Registrant's investment balance in Cobbet, after cumulative
equity losses, became zero during the year ended March 30, 1994. The Compliance
Period in connection with Cobbet 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)
Blue Hill sold its underlying Property on August 31, 2004, in connection with
which Registrant received a distribution of $1,001,903 in October 2004; such
distribution received from Blue Hill is reflected in the accompanying balance
sheet as of September 29, 2004 as distribution receivable from local
partnership. In addition, the Partnership has recognized a gain on disposal of
its investment in Blue Hill of $873,052 for the six months ended September 29,
2004. In the event that additional proceeds are distributed to the Partnership
in connection with the final settlement of the sale of Blue Hill, additional
gain will be recognized at such time. The Compliance Period in connection with
Blue Hill expired on December 31, 2003.
4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $88,000 for the six months ended June 30, 2004 due to
vacancies resulting from deferred unit maintenance and associated required
capital improvements. As of June 30, 2004, Registrant has advanced $595,502, of
which $56,087 was advanced during the six months then ended. The Local General
Partner 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 $16.9 per Unit of
credits to the limited partners upon the expiration of its Low-income Tax Credit
allocation in 2000.
The terms of the partnership agreement of Hilltop North Associates, L.P.
("Hilltop") require the Local General Partner to cause the management agent to
defer property management fees in order to avoid a default under the mortgage.
Hilltop reported an operating deficit of approximately $78,000 for the six
months ended June 30, 2004, which includes property management fees of
approximately $27,000. The Local General Partner represents that payments on the
mortgage and real estate taxes are current. Registrant's investment balance in
Hilltop, after cumulative equity losses, became zero during the year ended March
30, 1999. The Compliance Period in connection with Hilltop expired on December
31, 2002.
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Registrant has invested a significant portion of its working capital reserves in
corporate bonds 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
pay for its operating expenses and/or to assist an under performing Property, it
otherwise intends to hold such investments to their respective maturities.
Therefore, Registrant does not anticipate any material adverse impact in
connection with such investments.
15
AMERICAN TAX CREDIT PROPERTIES L.P.
ITEM 4. CONTROLS AND PROCEDURES
As of September 29, 2004, 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 September 29, 2004, and (ii) no changes occurred during the
quarter ended September 29, 2004 that materially affected, or are reasonably
likely to materially affect, such internal controls.
16
AMERICAN TAX CREDIT PROPERTIES L.P.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Registrant is not aware of any material legal proceedings.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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(a)/15d-14(a) Certification of Chief
Executive Officer
Exhibit 31.2 Rule 13a-14(a)/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
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
AMERICAN TAX CREDIT PROPERTIES L.P.
(a Delaware limited partnership)
By: Richman Tax Credit Properties L.P.,
General Partner
by: Richman Tax Credit Properties Inc.,
general partner
Dated: November 15, 2004 /s/ David Salzman
by: David Salzman
Chief Executive Officer
Dated: November 15, 2004 /s/ Neal Ludeke
by: Neal Ludeke
Chief Financial Officer
18