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, 1995
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 ___.
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
PART I - FINANCIAL INFORMATION.
Item 1. Financial Statements.
Table of Contents
Balance Sheets as of December 30, 1995 (Unaudited) and March 30, 1995
(Unaudited)
Statements of Operations for the three and nine month periods ended
December 30, 1995 (Unaudited) and December 30, 1994
(Unaudited)
Statements of Cash Flows for the nine month periods ended December 30, 1995
(Unaudited) and December 30, 1994
(Unaudited)
Notes to Financial Statements as of December 30, 1995
(Unaudited)
<PAGE>
<TABLE>
<CAPTION>
AMERICAN TAX CREDIT PROPERTIES L.P.
BALANCE SHEETS
AS OF DECEMBER 30, 1995 AND MARCH 30, 1995
(UNAUDITED)
December 30, March 30,
Notes 1995 1995
<S> <C> <C> <C>
----- ------------- ------------
ASSETS
Cash and cash equivalents $ 360,487 $ 342,688
Investments in bonds available-for-sale 2 3,243,518 3,171,749
Investment in Local Partnerships 3 10,335,192 11,787,392
Interest receivable 61,668 68,365
----------- -----------
$ 14,000,865 $15,370,194
=========== ===========
LIABILITIES AND PARTNERS' EQUITY/(DEFICIT)
Liabilities:
Accounts payable and accrued expenses $ 42,756 $ 51,496
Payable to General Partner 43,861
------------ ------------
42,756 95,357
------------ ------------
Partners' equity/(deficit):
General Partner (229,289) (213,968)
Limited Partners, $1,000 stated value per unit (41,286 units of
Limited Partnership Interest outstanding) 13,870,282 15,387,065
Unrealized gain on investments in bonds available-for-sale, net 2 317,116 101,740
----------- ----------
13,958,109 15,274,837
----------- ----------
$ 14,000,865 $15,370,194
=========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDED
DECEMBER 30, 1995 AND DECEMBER 30, 1994
(UNAUDITED)
Three Month Nine Month Three Month Nine Month
Period Ended Period Ended Period Ended Period Ended
December 30, December 30, December 30, December 30,
Notes 1995 1995 1994 1994
----- ---------------- ---------------- ---------------- ----------
<S> <C> <C> <C> <C>
REVENUES
Interest $ 68,025 $ 210,763 $ 76,251 $ 223,919
------------- -------------- ----------- -------------
TOTAL REVENUES 68,025 210,763 76,251 223,919
------------ ------------- ----------- -------------
EXPENSES
Administration fees 45,931 137,793 45,931 137,793
Management fee 43,866 131,600 43,866 131,600
Professional fees 40,165 65,050 24,567 61,289
Printing, postage and other 4,554 20,724 10,101 20,446
------------- ------------- ------------ -------------
TOTAL EXPENSES 134,516 355,167 124,465 351,128
----------- ------------ ----------- ------------
Loss from operations (66,491) (144,404) (48,214) (127,209)
Equity in loss of Investment in Local
Partnerships 3 (325,482) (1,387,700) (376,078) (1,493,985)
------------ ------------ ----------- -----------
NET LOSS $ (391,973) $ (1,532,104) $ (424,292) $ (1,621,194)
============ ============ =========== ===========
NET LOSS ATTRIBUTABLE TO
General Partner $ (3,920) $ (15,321) $ (4,243) $ (16,212)
Limited Partners (388,053) (1,516,783) (420,049) (1,604,982)
------------ ----------- ----------- -----------
$ (391,973) $ (1,532,104) $ (424,292) $ (1,621,194)
============ ============ ============ ============
NET LOSS per unit of Limited
Partnership Interest (41,286 units
of Limited Partnership Interest) $ (9.40) $ (36.74) $ (10.17) $ (38.87)
============== ============== ============= =============
</TABLE>
See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED
DECEMBER 30, 1995 AND DECEMBER 30, 1994
(UNAUDITED)
Nine Month Nine Month
Period Ended Period Ended
December 30, December 30,
1995 1994
------------------ -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 215,452 $ 222,503
Amortization of investments in bonds 11,615 13,269
Cash paid for:
printing, postage and other expenses (16,412) (23,090)
professional fees (70,361) (71,289)
administration fees (145,534) (152,760)
management fee (175,461) (175,461)
---------- ---------
Net cash used in operating activities (180,701) (186,828)
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Receipt of cash distributions from Local Partnerships 64,500 66,995
Maturity/redemption of bonds 134,000 180,000
Investment in Local Partnership (140,000)
----------- --------
Net cash provided by investing activities 198,500 106,995
----------- --------
Net increase/(decrease) in cash and cash equivalents 17,799 (79,833)
Cash and cash equivalents at beginning of period 342,688 123,592
----------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 360,487 $ 43,759
=========== =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Increase in unrealized gain on investments in bonds available-for-sale, net $ 215,376
===========
- - -------------------------------------------------------------------------------------------------------------------------------
See reconciliation of net loss to net cash used in operating activities on the
following page.
</TABLE>
See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS - (Continued)
FOR THE NINE MONTH PERIODS ENDED
DECEMBER 30, 1995 AND DECEMBER 30, 1994
(UNAUDITED)
Nine Month Nine Month
Period Ended Period Ended
December 30, December 30,
1995 1994
---------------- ----------------
<S> <C> <C>
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
NET LOSS $ (1,532,104) $ (1,621,194)
----------------- ---------------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING
ACTIVITIES
Equity in loss of Investment in Local Partnerships 1,387,700 1,493,985
Gain on redemption of investments in bonds (2,008)
Amortization of investments in bonds 11,615 13,269
Decrease in payable to General Partner (43,861) (43,861)
Decrease in accounts payable and accrued expenses (8,740) (27,611)
Decrease/(increase) in interest receivable 6,697 (1,416)
--------------- ---------------
Total adjustments 1,351,403 1,434,366
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES $ (180,701) $ (186,828)
============= ==============
</TABLE>
See Notes to Financial Statements.
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 30, 1995
(UNAUDITED)
1.Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
They do not include all information and footnotes required by generally accepted
accounting principles 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, 1995 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, 1995 are not necessarily indicative of the
results that may be expected for the entire year.
2.Investments in Bonds Available-For-Sale
As of December 30, 1995, investments in bonds available-for-sale are as follows:
<TABLE>
<CAPTION>
Amortized Gross unrealized Gross unrealized Estimated
cost gains losses fair value
<S> <C> <C> <C> <C>
Description
Corporate debt securities:
After one year through five years $ 215,630 $ 3,517 $ (426) $ 218,721
After five years through ten years 569,901 15,545 (39,648) 545,798
After ten years 846,944 63,496 (3,939) 906,501
----------- --------- ----------- ----------
1,632,475 82,558 (44,013) 1,671,020
---------- --------- ---------- ---------
U.S. Treasury debt securities:
Within one year 44,883 462 -- 45,345
After one year through five years 186,443 14,622 (940) 200,125
After five years through ten years 1,062,601 264,427 -- 1,327,028
---------- --------- -------------- ---------
1,293,927 279,511 (940) 1,572,498
----------- --------- ----------- ---------
$ 2,926,402 $ 362,069 $ (44,953) $3,243,518
========== ========= ========== ==========
</TABLE>
The net unrealized gain on investments in bonds available-for-sale was $215,376
during the nine month period ended December 30, 1995 resulting in a net
unrealized gain of $317,116 as of December 30, 1995.
Proceeds from the maturity/redemption of bonds totaled $134,000 and $180,000 for
the nine month periods ended December 30, 1995 and 1994, respectively. Proceeds
from the maturity/redemption of bonds were zero for the three month periods
ended December 30, 1995 and 1994, respectively. No gain or loss was realized on
such maturities/redemptions except a $2,008 gain during the nine month period
ended December 30, 1995.
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
AS OF DECEMBER 30, 1995
(UNAUDITED)
3.Investment in Local Partnerships
As of December 30, 1995, the Partnership owns limited partnership interests
in nineteen Local Partnerships. In connection with the purchase of Local
Partnership Interests, the Partnership made capital contributions in the
aggregate amount of $34,510,290. As of September 30, 1995, the Local
Partnerships have outstanding mortgage loans payable totaling approximately
$82,879,000 and accrued interest payable on such loans totaling approximately
$3,154,000, which are secured by security interests and liens common to mortgage
loans on the Local Partnerships' real property and other assets.
As of December 30, 1995, the Investment in Local Partnerships balance consists
of the following:
<TABLE>
<CAPTION>
<S> <C> <C>
Investment in Local Partnerships as of March 30, 1995 $ 11,787,392
Equity in loss of Investment in Local Partnerships for the three month
period ended:
March 31, 1995 $ (617,737)
June 30, 1995 (444,481)
September 30, 1995 (325,482) (1,387,700) (A)
------------
Cash distributions received from Local Partnerships during the three month
period ended:
June 29, 1995 (27,350)
September 29, 1995 (37,150)
December 30, 1995 - (64,500)
-------------- -------------
Investment in Local Partnerships as of December 30, 1995 $ 10,335,192
============
</TABLE>
(A) Equity in loss of Investment in Local Partnerships is limited to each
Local Partnership's investment balance; any such excess is applied to
other partners' capital in any such Local Partnership. The amount of such
excess losses applied to other partners' capital was $503,008 and
$1,605,659 for the three and nine month periods ended September 30, 1995,
respectively, and $559,385 and $1,386,756 for the three and nine month
periods ended September 30, 1994, respectively, as reflected in the
combined statements of operations of the Local Partnerships reflected
herein Note 3.
The combined unaudited balance sheets of the Local Partnerships as of September
30, 1995 and December 31, 1994 and the combined unaudited statements of
operations of the Local Partnerships for the three and nine month periods ended
September 30, 1995 and 1994 are reflected on pages 9 and 10, respectively.
<PAGE>
<TABLE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
AS OF DECEMBER 30, 1995
(UNAUDITED)
3.Investment in Local Partnerships - continued
The combined balance sheets of the Local Partnerships as of September 30, 1995
and December 31, 1994 are as follows:
September 30, December 31,
1995 1994
----------------- -----------------
<S> <C> <C>
ASSETS
Cash and other investments $ 1,624,100 $ 1,555,469
Rental receivable 177,778 138,973
Land 4,476,955 4,476,955
Buildings and improvements, net of accumulated
depreciation of $26,817,884 and $23,896,741,
respectively 87,303,099 90,192,257
Escrow deposits and reserves 4,199,200 3,333,945
Other assets 4,649,403 4,174,379
------------- ------------
$102,430,535 $103,871,978
=========== ===========
LIABILITIES AND PARTNERS' EQUITY/(DEFICIT)
Liabilities:
Mortgage loans payable $ 82,878,577 $ 82,902,618
Due to related parties 5,368,278 5,810,677
Accounts payable and accrued expenses 1,005,125 985,414
Notes payable 1,571,231 100,724
Other liabilities 5,406,736 4,733,106
------------ ------------
96,229,947 94,532,539
------------ ------------
Partners' equity/(deficit):
American Tax Credit Properties L.P.:
Capital contributions, net of distributions 34,007,639 34,089,417
Cumulative loss (23,672,447) (22,284,747)
------------- ------------
10,335,192 11,804,670
------------- -------------
General partners and other limited partners, including
ATCP II: Capital contributions, net of distributions 358,444 358,444
Cumulative loss (4,493,048) (2,823,675)
------------ ------------
(4,134,604) (2,465,231)
------------ ------------
6,200,588 9,339,439
------------- -------------
$102,430,535 $103,871,978
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
AS OF DECEMBER 30, 1995
(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, 1995 and 1994 are as follows:
Three Month Nine Month Three Month Nine Month
Period Ended Period Ended Period Ended Period Ended
September 30, September 30, September 30, September 30,
1995 1995 1994 1994
---------------- ---------------- ----------------- ---------------
<S> <C> <C> <C> <C>
REVENUES
Rental $ 4,148,731 $11,732,139 $3,679,924 $11,124,526
Interest and other 88,411 208,749 82,026 178,109
------------- ------------ ----------- ------------
Total Revenues 4,237,142 11,940,888 3,761,950 11,302,635
----------- ----------- --------- ----------
EXPENSES
Administrative 571,781 1,673,643 454,761 1,477,297
Utilities 257,933 919,300 264,430 916,890
Operating, maintenance and other 860,545 2,367,181 678,560 2,031,036
Taxes and insurance 433,080 1,328,845 425,027 1,229,288
Interest, including amortization of
$107,116, $155,172, $28,772 and
$83,988, respectively 2,008,753 5,787,849 1,913,562 5,696,269
Depreciation 973,839 2,921,143 961,415 2,883,919
------------- ----------- ---------- -----------
Total Expenses 5,105,931 14,997,961 4,697,755 14,234,699
----------- ----------- --------- -----------
NET LOSS $ (868,789) $ (3,057,073) $ (935,805) $(2,932,064)
============= =========== ========== ==========
NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties L.P. $ (325,482) $ (1,387,700) $ (376,078) $(1,493,985)
General partners and other limited
partners, including ATCP II, which
includes $503,008, $1,605,659, $559,385
and $1,386,756, respectively of American
Tax Credit Properties L.P.loss in excess
of investment (543,307) (1,669,373) (559,727) (1,438,079)
------------- ----------- --------- ----------
$ (868,789) $ (3,057,073) $ (935,805) $(2,932,064)
============ =========== ========== ==========
</TABLE>
The combined results of operations of the Local Partnerships for the three and
nine month periods ended September 30, 1995 are not necessarily indicative of
the results that may be expected for an entire operating period.
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
AS OF DECEMBER 30, 1995
(UNAUDITED)
3.Investment in Local Partnerships - continued
The Partnership owns a 99% limited partnership interest in B & V, Ltd. (the "B &
V Local Partnership"), located in Homestead, Florida. In August, 1992, much of
Homestead, Florida was devastated by Hurricane Andrew and the Property owned by
the B & V Local Partnership sustained substantial damage. The City of Homestead
has taken, but has not acted upon, administrative action threatening to demolish
approximately 100 apartment units in the B & V complex unless reconstruction
immediately commences. If demolished, the rebuilding of all such apartment units
would be subject to changes in zoning by the City of Homestead and the results
of litigation remedies being pursued by the B & V Local Partnership, discussed
below. The damage to the complex is covered by property insurance. The Local
General Partner of the B & V Local Partnership, on behalf of the B & V Local
Partnership and at the insistence of the insurance company, entered into a
contract with a particular contractor to repair the damage. After some delay the
insurance company partially funded insurance proceeds to rebuild the complex and
repairs commenced; however, on or about March 30, 1994, the contractor
discontinued the repair work due to a dispute concerning costs and the refusal
of the insurance company to advance additional funds. The insurance carrier has
ceased making rental interruption insurance payments and the lender has declared
a default. The Local General Partner of the B & V Local Partnership has taken
the position that the insurance company has defaulted under its obligations to
fully fund the reconstruction of the property and make required rental
interruption insurance payments. Accordingly, the Partnership is pursuing a
lawsuit against the insurance company in State court. The Local General Partner
of the B & V Local Partnership has agreed with the lender and the Partnership to
effect a plan of action. The objectives of the plan are to seek the protection
of the bankruptcy court, stop the City of Homestead's demolition process,
complete reconstruction of the buildings, preserve the Low-income Tax Credits
and avoid foreclosure by working with the lender and allowing the B & V Local
Partnership to pursue litigation remedies against the insurance companies. As of
February 7, 1996, 52 dwelling units are completed and occupied (12 of which are
awaiting certification of tenants by Dade County) and another 16 dwelling units
will be under construction shortly. According to the plan of action, the B & V
Local Partnership filed a petition of bankruptcy under Chapter 11 on November
21, 1994. The bankruptcy court decided to have the action against the contractor
and its bonding company settled in binding arbitration rather than through a
bankruptcy proceeding. Accordingly, the B & V Local Partnership has commenced an
action directly against the contractor and the contractor's bonding company.
Each of the parties (the B & V Local Partnership, the insurance company, the
contractor and the contractor's bonding company) agreed to a voluntary
nonbinding mediation process. As of January 31, 1996, one mediation meeting has
taken place at which time the insurance company offered a settlement which was
rejected by the Local General Partner of the B & V Local Partnership. It is
anticipated that other mediation meeting will be held in the near future.
Lastly, the City of Homestead has filed an action in order to take 4 buildings
comprising 32 apartment units by eminent domain proceeding. Although such a
process could result in a recapture of Low-income Tax Credits and loss of future
Low-income Tax Credits, there would be an associated judicial proceeding in
which the B & V Local Partnership would argue for significant damages from
economic loss. Accordingly, because of the outstanding matters, including those
associated with the bankruptcy plan, there can be no assurance that the Local
General Partner of the B & V Local Partnership will eventually be successful in
implementing this plan and reconstructing the entire complex. If it is not
successful, the partners of the Partnership could suffer partial recapture of
previous Low-income Tax Credits and a reduction of future Low-income Tax Credits
generated by the B & V Local Partnership. A disaster of this scale is an unusual
event. Because the magnitude of destruction caused by Hurricane Andrew in
Southern Florida has limited precedent it is not possible to determine at this
time the final economic impact resulting from Hurricane Andrew on the B & V
Local Partnership, even if reconstructed.
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
AS OF DECEMBER 30, 1995
(UNAUDITED)
3.Investment in Local Partnerships - continued
The General Partner has taken the position that temporary vacancies do not
result in either a loss or delay of Low-income Tax Credits while attempts to
conduct repairs are being made and, based on circumstances to date, the
Partnership may continue to utilize the Low-income Tax Credits without
interruption. However, the Partnership's tax professionals have recently
informed the Partnership that, based upon a 1995 revenue procedure, the Internal
Revenue Service could challenge the position taken by the Partnership concerning
the uninterrupted utilization of the Low-income Tax Credits, with respect to
units not completed, after December 31,1994. In addition, if any of the units
were to be sold or not reconstructed, it would result in a reduction of future
Low-income Tax Credits and partial recapture of previous Low-income Tax Credit
with respect to those units. Of the Partnership's total annual Low-income Tax
Credits, approximately $409,000 is allocated from the B & V Local Partnership
which represents approximately 6.4% of the total annual Low-income Tax Credits.
The Low-income Tax Credits with respect to the B & V Local Partnership are
scheduled to expire in 1998.
The B & V Local Partnership has deferred the recognition of the proceeds of
the rental interruption insurance, and is not accruing for additional rental
interruption insurance as part of its claim for damages against the insurance
company (see discussion above), while recognizing expenses currently
(principally mortgage interest and real estate taxes). In addition, the B & V
Local Partnership is not recognizing depreciation expense while the complex is
in the process of being reconstructed. The Partnership's investment balance in
the B & V Local Partnership is zero as of December 30, 1995.
As part of the overall plan and arrangement with the Local General Partner of
the B & V Local Partnership (see discussion above), during the year ended March
30, 1995, the Partnership acquired a 98% limited partnership equity interest in
B & V Phase I, Ltd. (the "B & V Phase I Local Partnership"), which owns a
97-unit, Section 8 assisted apartment complex located in Homestead, Florida,
from principals of the Local General Partner of the B & V Local Partnership. The
purpose of acquiring an interest in the B & V Phase I Local Partnership was to
mitigate potential adverse consequences of a loss of Low-income Tax Credits in
the event that the rebuilding of the apartment complex owned by the B & V Local
Partnership is not completed. Under the terms of the limited partnership
agreement between the Partnership and the B & V Phase I Local Partnership, the
Partnership made its full capital contribution of $140,000 (by utilizing
reserves) in October, 1994 with total Low-income Tax Credits expected to be
allocated to the Partnership over the period 1994 through 1998 of approximately
$499,000. In August, 1992, the B & V Phase I Local Partnership was also damaged
by Hurricane Andrew. As of January 31, 1996, approximately 54 of the units were
complete and occupied. The B & V Phase I Local Partnership received permission
to occupy the remaining units as of October 25, 1995. Under an agreement with
the lender, the B & V Phase I Local Partnership was to commence paying debt
service in January, 1995 which was to coincide with the completion of
construction. However, due to construction delays, the B & V Phase I Local
Partnership has not commenced making such payments. As a result, the lender has
declared a default under the terms of the mortgage and the Local General Partner
of the B & V Phase I Local Partnership is having discussions with the lender
regarding a loan restructuring. The Partnership's investment balance in the B &
V Phase I Local Partnership, after the allocation of cumulative equity losses,
is zero as of December 30, 1995.
4.Additional Information
Additional information, including the audited March 30, 1995 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, 1995 on file with the Securities and Exchange
Commission.
<PAGE>
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, 1995, Registrant has not experienced a significant change in
financial condition as compared to March 30, 1995. Principal changes in assets
are comprised of quarterly periodic transactions and adjustments and anticipated
equity in loss from operations of the Local Partnerships. During the nine month
period ended December 30, 1995, Registrant received cash from interest earned
from investments of working capital reserves, inclusive of amounts accrued as of
March 30, 1995, of approximately $215,000 and cash distributions from the Local
Partnerships of approximately $65,000. Registrant paid approximately $145,000
for administration fees, approximately $70,000 for professional fees,
approximately $175,000 for management fees and approximately $16,000 for
printing, postage and other expenses. During the nine month period ended
December 30, 1995, Registrant had a net unrealized gain on bonds
available-for-sale of approximately $216,000, resulting in a net unrealized gain
of approximately $317,000 reflected in Registrant's partners' equity/(deficit)
as of December 30, 1995. Accordingly, cash and cash equivalents and investments
in bonds available-for-sale increased, in the aggregate, by approximately
$90,000 during the nine month period ended December 30, 1995. During the nine
month period ended December 30, 1995, the Investment in Local Partnerships
decreased as a result of Registrant's equity in the Local Partnerships' net loss
for the nine month period ended September 30, 1995 of $1,387,700 and by cash
distributions received from Local Partnerships of $64,500. In addition, during
the nine month period ended December 30, 1995, Registrant received $134,000 from
the maturity of investments in bonds available-for-sale held for working capital
purposes.
The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. The rents of these Properties are controlled by federal and state
agencies. In the event rents are not sufficient to cover operating expenses,
mandatory debt service requirements, and other charges not considered probable
at the time of the investment in a Local Partnership by Registrant, the Local
General Partners are obligated to provide advances to cover deficits for a
certain period of time up to certain amounts (the "Deficit Guarantee").
Substantially all of the Deficit Guarantee periods have expired. A Local General
Partner's funding of such Deficit Guarantee is dependent on its liquidity or
ability to borrow the required funds. During the nine month period ended
September 30, 1995, revenues from operations, Deficit Guarantee advances and
reserves of the Local Partnerships have generally been sufficient to cover the
operating expenses and mandatory debt service. Certain Local Partnerships, not
discussed below, are effectively operating at or near break even levels,
although such Local Partnerships' accounting 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. As discussed
below, one Local Partnership's operating information indicates below break even
operations after taking into account its mortgage and the financing structure
and the required deferral of property management fees.
The terms of the partnership agreement of Federal Apartments Limited Partnership
(the "Federal Local Partnership") require the Local General Partner of the
Federal Local Partnership to cause the management agent to defer property
management fees in order to avoid a default under the mortgage. As of September
30, 1995, the Local General Partner of the Federal Local Partnership has
provided cumulative advances of approximately $443,000 under the Deficit
Guarantee which has expired. The Federal Local Partnership incurred an operating
deficit for the nine month period ended September 30, 1995 of approximately
$110,000, which includes property management fees of approximately $59,000. The
resulting net operating deficit of the Federal Local Partnership of
approximately $51,000 includes various fixed asset additions and capital
improvements of approximately $75,000. The 1995 deficit has been funded from
Local General Partner advances of approximately $43,000, the repayment of an
amount due from the Local General Partner of approximately $19,000 and the
receipt of an escrow overage of approximately $47,000. The Local General Partner
of the Federal Local Partnership has reported that all mortgage and real estate
tax payments are current. The Federal Local Partnership has filed a lawsuit
against, among others, the United States Department of Housing and Urban
Development ("HUD"), alleging that HUD used an incorrect figure for debt service
in determining the base rent component of the Federal Local Partnership's
Housing Assistance Payments Contract rents, resulting in rents at a level
insufficient to service the Federal Local Partnership's first mortgage. Among
other things, the court has remanded HUD to review the rent computations used in
determining the base rent component. The Local General Partner of the Federal
Local Partnership is unable to determine at this time the final amounts that may
be recoverable.
Registrant owns a 99% limited partnership interest in B & V, Ltd. (the "B & V
Local Partnership"), located in Homestead, Florida. In August, 1992, much of
Homestead, Florida was devastated by Hurricane Andrew and the Property owned by
the B & V Local Partnership sustained substantial damage. The City of Homestead
has taken, but has not acted upon, administrative action threatening to demolish
approximately 100 apartment units in the B & V complex unless reconstruction
immediately commences. If demolished, the rebuilding of all such apartment units
would be subject to changes in zoning by the City of Homestead and the results
of litigation remedies being pursued by the B & V Local Partnership, discussed
below. The damage to the complex is covered by property insurance. The Local
General Partner of the B & V Local Partnership, on behalf of the B & V Local
Partnership and at the insistence of the insurance company, entered into a
contract with a particular contractor to repair the damage. After some delay the
insurance company partially funded insurance proceeds to rebuild the complex and
repairs commenced; however, on or about March 30, 1994, the contractor
discontinued the repair work due to a dispute concerning costs and the refusal
of the insurance company to advance additional funds. The insurance carrier has
ceased making rental interruption insurance payments and the lender has declared
a default. The Local General Partner of the B & V Local Partnership has taken
the position that the insurance company has defaulted under its obligations to
fully fund the reconstruction of the property and make required rental
interruption insurance payments. Accordingly, the Partnership is pursuing a
lawsuit against the insurance company in State Court. The Local General Partner
of the B & V Local Partnership has agreed with the lender and Registrant to
effect a plan of action. The objectives of the plan are to seek the protection
of the bankruptcy court, stop the City of Homestead's demolition process,
complete reconstruction of the buildings, preserve the Low-income Tax Credits
and avoid foreclosure by working with the lender and allowing the B & V Local
Partnership to pursue litigation remedies against the insurance companies. As of
February 7, 1996, 52 dwelling units are completed and occupied (12 of which are
awaiting certification of tenants by Dade County) and another 16 dwelling units
will be under construction shortly. According to the plan of action, the B & V
Local Partnership filed a petition of bankruptcy under Chapter 11 on November
21, 1994. The bankruptcy court decided to have the action against the contractor
and its bonding company settled in binding arbitration rather than through a
bankruptcy proceeding. Accordingly, the B & V Local Partnership has commenced an
action directly against the contractor and the contractor's bonding company.
Each of the parties (the B & V Local Partnership, the insurance company, the
contractor and the contractor's bonding company) agreed to a voluntary
nonbinding mediation process. As of January 31, 1996, one mediation meeting has
taken place at which time the insurance company offered a settlement which was
rejected by the Local General Partner of the B & V Local Partnership. It is
anticipated that other mediation meetings will be held in the near future.
Lastly, the City of Homestead has filed an action in order to take 4 buildings
comprising 32 apartment units by eminent domain proceeding. Although such a
process could result in a recapture of Low-income Tax Credits and loss of future
Low-income Tax Credits, there would be an associated judicial proceeding in
which the B & V Local Partnership would argue for significant damages from
economic loss. Accordingly, because of the outstanding matters, including those
associated with the bankruptcy plan, there can be no assurance that the Local
General Partner of the B & V Local Partnership will eventually be successful in
implementing this plan and reconstructing the entire complex. If it is not
successful, the partners of Registrant could suffer partial recapture of
previous Low-income Tax Credits and a reduction of future Low-income Tax Credits
generated by the B & V Local Partnership. A disaster of this scale is an unusual
event. Because the magnitude of destruction caused by Hurricane Andrew in
Southern Florida has limited precedent it is not possible to determine at this
time the final economic impact resulting from Hurricane Andrew on the B & V
Local Partnership, even if reconstructed.
The General Partner has taken the position that temporary vacancies do not
result in either a loss or delay of Low-income Tax Credits while attempts to
conduct repairs are being made and, based on circumstances to date, Registrant
may continue to utilize the Low-income Tax Credits without interruption.
However, Registrant's tax professionals have recently informed Registrant that,
based upon a 1995 revenue procedure, the Internal Revenue Service could
challenge the position taken by Registrant concerning the uninterrupted
utilization of the Low-income Tax Credits, with respect to units not completed,
after December 31, 1994. In addition, if any of the units were to be sold or not
reconstructed, it would result in a reduction of future Low-income Tax Credits
and partial recapture of previous Low-income Tax Credits with respect to those
units. Of Registrant's total annual Low-income Tax Credits, approximately
$409,000 is allocated from the B & V Local Partnership, which represents
approximately 6.4% of the total annual Low-income Tax Credits. The Low-income
Tax Credits with respect to the B & V Local Partnership are scheduled to expire
in 1998.
The B & V Local Partnership has deferred the recognition of the proceeds of the
rental interruption insurance, and is not accruing for additional rental
interruption insurance as part of its claim for damages against the insurance
company (see discussion above), while recognizing expenses currently
(principally mortgage interest and real estate taxes). In addition, the B & V
Local Partnership is not recognizing depreciation expense while the complex is
in the process of being reconstructed. Registrant's investment balance in the B
& V Local Partnership is zero as of December 30, 1995.
As part of the overall plan and arrangement with the Local General Partner of
the B & V Local Partnership (see discussion above), during the year ended March
30, 1995, Registrant acquired a 98% limited partnership equity interest in B & V
Phase I, Ltd. (the "B & V Phase I Local Partnership"), which owns a 97-unit,
Section 8 assisted apartment complex located in Homestead, Florida, from
principals of the Local General Partner of the B & V Local Partnership. The
purpose of acquiring an interest in the B & V Phase I Local Partnership was to
mitigate potential adverse consequences of loss of Low-income Tax Credits in the
event that the rebuilding of the apartment complex owned by the B & V Local
Partnership is not completed. Under the terms of the limited partnership
agreement between Registrant and the B & V Phase I Local Partnership, Registrant
made its full capital contribution of $140,000 (by utilizing reserves) in
October, 1994 with total Low-income Tax Credits expected to be allocated to
Registrant over the period 1994 through 1998 of approximately $499,000. In
August, 1992, the B & V Phase I Local Partnership was also damaged by Hurricane
Andrew. As of January 31, 1996, approximately 54 of the units were complete and
occupied. The B & V Local Phase I Local Partnership received permission to
occupy the remaining units as of October 25, 1995. Under an agreement with the
lender, the B & V Phase I Local Partnership was to commence paying debt service
in January, 1995 which was to coincide with the completion of construction.
However, due to construction delays, the B & V Phase I Local Partnership has not
commenced making such payments. As a result, the lender has declared a default
under the terms of the mortgage and the Local General Partner of the B & V Phase
I Local Partnership is having discussions with the lender regarding a loan
restructuring. Registrant's investment balance in the B & V Phase I Local
Partnership, after the allocation of cumulative equity losses, is zero as of
December 30,1995.
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. Registrant accounts for its investments in Local Partnerships in
accordance with the equity method of accounting. Under the equity method of
accounting, the investment is carried at cost when paid, and is adjusted for
Registrant's share of the Local Partnership's results of operations and by any
cash distributions received. Equity in loss of each Investment in Local
Partnership allocated to Registrant is recognized to the extent of such Local
Partnership's investment balance, as recorded by Registrant. Any equity in loss
in excess of any such Local Partnership's investment balance is allocated to
other partners' capital in each such Local Partnership. Distributions received
subsequent to the elimination of an investment balance for any such Investment
in a Local Partnership are recorded as revenue by Registrant.
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. Accordingly, cumulative losses and cash
distributions in excess of the investment are not necessarily indicative of
adverse operating results of a Local Partnership. See discussion above under
Material Changes in Financial Condition regarding a Local Partnership currently
operating below economic break even levels. In the case of the B & V Local
Partnership, losses have been exacerbated due to consequences caused by
Hurricane Andrew and the policy of recognizing expenses currently (principally
mortgage interest and real estate taxes), while not recognizing potential
proceeds resulting from the claims discussed above. Such results may be reversed
in a future period, pending the outcome of the reconstruction of the complex and
results of the litigation discussed above.
Three Month Period Ended December 30, 1995.
For the three month period ended December 30, 1995, Registrant had a net loss of
approximately $392,000, which included an equity in loss of Investment in Local
Partnerships of approximately $326,000 for the three month period ended
September 30, 1995. Registrant's loss from operations for the three month period
ended December 30, 1995 of approximately $66,000 was attributable to interest
revenue of approximately $68,000 earned on investments held for working capital
purposes, exceeded by operating expenses of approximately $134,000. Although
Registrant's operating expenses are expected to remain fairly stable, the net
results of operations for the three month period ended December 30, 1995 are not
necessarily indicative of the results that may be expected in future periods.
The Local Partnerships' net loss of approximately $869,000 for the three month
period ended September 30, 1995 was attributable to rental and other revenue of
approximately $4,237,000, exceeded by operating and interest expenses of
approximately $4,025,000 and approximately $1,081,000 of depreciation and
amortization expenses. Although the operating results of the Local Partnerships
are expected to remain fairly stable (with the exception of the effect of the B
& V Local Partnership, as described above), the results of operations for the
three month period ended September 30, 1995 are not necessarily indicative of
the results that may be expected in future periods.
Three Month Period Ended December 30, 1994.
For the three month period ended December 30, 1994, Registrant had a net loss of
approximately $424,000, which included an equity in loss of Investment in Local
Partnerships of approximately $376,000 for the three month period ended
September 30, 1994. Registrant's loss from operations for the three month period
ended December 30, 1994 of approximately $48,000 was attributable to interest
revenue of approximately $76,000 earned on investments held for working capital
purposes, exceeded by operating expenses of approximately $124,000.
The Local Partnerships' net loss of approximately $936,000 for the three month
period ended September 30, 1994 was attributable to rental and other revenue of
approximately $3,762,000, exceeded by operating and interest expenses of
approximately $3,708,000 and approximately $990,000 of depreciation and
amortization expenses.
Nine Month Period Ended December 30, 1995.
For the nine month period ended December 30, 1995, Registrant had a net loss of
approximately $1,532,000, which included an equity in loss of Investment in
Local Partnerships of approximately $1,388,000 for the nine month period ended
September 30, 1995. Registrant's loss from operations for the nine month period
ended December 30, 1995 of approximately $144,000 was attributable to interest
revenue of approximately $211,000 earned on investments held for working capital
purposes, exceeded by operating expenses of approximately $355,000. Although
Registrant's operating expenses are expected to remain fairly stable, the net
results of operations for the nine month period ended December 30, 1995 are not
necessarily indicative of the results that may be expected in future periods.
The Local Partnerships' net loss of approximately $3,057,000 for the nine month
period ended September 30, 1995 was attributable to rental and other revenue of
approximately $11,941,000, exceeded by operating and interest expenses of
approximately $11,922,000 and approximately $3,076,000 of depreciation and
amortization expenses. Although the operating results of the Local Partnerships
are expected to remain fairly stable (with the exception of the effect of the B
& V Local Partnership, as described above), the results of operations for the
nine month period ended September 30, 1995 are not necessarily indicative of the
results that may be expected in future periods.
Nine Month Period Ended December 30, 1994.
For the nine month period ended December 30, 1994, Registrant had a net loss of
approximately $1,621,000, which included an equity in loss of Investment in
Local Partnerships of approximately $1,494,000 for the nine month period ended
September 30, 1994. Registrant's loss from operations for the nine month period
ended December 30, 1994 of approximately $127,000 was attributable to interest
revenue of approximately $224,000 earned on investments held for working capital
purposes, exceeded by operating expenses of approximately $351,000.
The Local Partnerships' net loss of approximately $2,932,000 for the nine month
period ended September 30, 1994 was attributable to rental and other revenue of
approximately $11,303,000, exceeded by operating and interest expenses of
approximately $11,267,000 and approximately $2,968,000 of depreciation and
amortization expenses.
Three and Nine Month Periods Ended December 30, 1995 versus Three and Nine Month
Periods Ended December 30, 1994.
Registrant's operations for the three month period ended December 30, 1995
resulted in a net loss of approximately $392,000 as compared to a net loss of
approximately $424,000 for the same period in 1994. The decrease in net loss is
primarily attributable to a decrease in the equity in loss of Investment in
Local Partnerships of approximately $51,000, which is primarily a result of (i)
an increase in the net operating income of the Local Partnerships resulting from
a retroactive rent increase received by one of the Local Partnerships and (ii) a
decrease in losses in excess of Registrant's investment in Local Partnerships of
approximately $56,000 in accordance with the equity method of accounting.
Registrant's operations for the nine month period ended December 30, 1995
resulted in a net loss of approximately $1,532,000 as compared to a net loss of
approximately $1,621,000 for the same period in 1994. The decrease in net loss
is primarily attributable to a decrease in the equity in loss of Investment in
Local Partnerships of approximately $106,000. The equity in loss of Investment
in Local Partnerships decreased for the nine month period ended September 30,
1995 as compared to the nine month period ended September 30, 1994, primarily as
a result of an increase in losses in excess of Registrant's investment in Local
Partnerships of approximately $219,000, in accordance with the equity method of
accounting, partially offset by an increase in current losses of the B & V Phase
I Local Partnership which was acquired in October 1994.
Although the Local Partnerships' operating and maintenance costs have increased
for the nine months ended September 30, 1995 as compared to the nine months
ended September 30, 1994, they are comparable to the total expenses incurred
during the year ended December 31, 1994. Equity in loss of Investment in Local
Partnerships is expected to decrease as Registrant's investment balances in
additional Local Partnerships become zero.
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
Part II - OTHER INFORMATION.
Item 1. Legal Proceedings.
As discussed in Part I, Item 1 - Financial Statements and Part
I, Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations included herein, B & V, Ltd. (the "B & V Local
Partnership") sustained considerable damage in August, 1992 due to Hurricane
Andrew. Although the B & V Local Partnership was insured for property damage and
rental interruption, the insurance company has not fully performed under its
coverage obligation. Because of this circumstance and due to its limited
resources, the B & V Local Partnership filed a voluntary petition of bankruptcy
under Chapter 11 on November 21, 1994 in order to have a court address matters
concerning the insurance company, the contractor and the contractor's bonding
company. The petition was filed in the United States Bankruptcy Court, Southern
District of Florida, Miami. The B & V Local Partnership was authorized to
continue in the management and control of its business and property as
debtor-in-possession under the Bankruptcy Code. Because the construction
contract provides for disputes to be remedied through binding arbitration, the
bankruptcy court decided to have the action against the contractor and its
bonding company settled in binding arbitration rather than through a bankruptcy
proceeding. Accordingly, the B & V Local Partnership has commenced an action
directly against the contractor and the contractor's bonding company.
In connection with the foregoing, the B & V Local Partnership
is a defendant in a lawsuit brought by the contractor alleging non-payment for
repairs of approximately $120,000. The Local General Partner of the B & V Local
Partnership denies that any amounts are due and has counterclaimed that the
contractor breached its contract by rendering inadequate services and causing
the B & V Local Partnership to incur substantial expense to remedy the defects.
In connection with the reconstruction of the complex, the B & V Local
Partnership has countersued the contractor and the contractor's bonding company
for damages to the B & V Local Partnership's property. In addition, the B & V
Local Partnership has brought an action against its insurance carrier for delays
in settling its property damage claim. It is not possible at this time to
determine the final economic impact resulting from Hurricane Andrew and the
above stated legal proceedings on the B & V Local Partnership and Registrant.
On March 5, 1990, Stonebridge Associates ("Stonebridge") filed
a lawsuit against Federal Apartments Limited Partnership (the "Federal Local
Partnership") for repayment of an unsecured, non-interest bearing note in the
amount of $96,000. The suit was filed in the First Judicial District Court in
Caddo Parish, Louisiana. The suit alleges that the defendant was required to pay
down such note upon the receipt of the second installment of the capital
contribution obligation from Registrant. Such capital contribution payment was
made by Registrant to the Federal Local Partnership on December 27, 1989. The
Federal Local Partnership contends that Stonebridge is not entitled to such
payment.
On December 16, 1993, the Federal Local Partnership filed a
lawsuit against Henry Cisneros (in his capacity as Secretary of the United
States Department of Housing and Urban Development ("HUD")) and the Housing
Authority of the City of Fort Lauderdale, Florida ("FLHA") for violating the
Administrative Procedure Act. The suit was filed in the United States District
Court, Southern District of Florida (the "Court"). The suit alleges that the
defendants used an incorrect figure for debt service in determining the base
rent component of the Federal Local Partnership's Housing Assistance Payments
Contract rents, resulting in rents at a level insufficient to service the
Federal Local Partnership's co-insured first mortgage and, as a further result,
the amount of the maximum insurable first mortgage was reduced and the Local
General Partner of the Federal Local Partnership had to provide approximately
$1,299,000 to the Federal Local Partnership. The Federal Local Partnership seeks
payment of the difference in rents dating from 1988 to the present and recovery
of all legal fees. The Local General Partner of the Federal Local Partnership
estimates that the annual difference in rents resulting from the defendants'
methods is approximately $180,000. Although the Court has ruled that HUD acted
within its authority in denying certain change orders incurred in connection
with the development of the property owned by the Federal Local Partnership, the
Court also remanded HUD to review the rent computations used in determining the
base rent component. The Local General Partner of the Federal Local Partnership
expects to appeal the Court's ruling regarding the change orders, the impact of
which is approximately $60,000 per year according to the Local General Partner.
The Federal Local Partnership is unable to determine at this time the final
amounts that may be recoverable from HUD and/or FLHA.
Registrant is not aware of any other material legal proceedings.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
As discussed in Part I, Item 1 - Financial Statements and Part
I, Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations, the mortgagee of the first mortgage underlying the B & V
Local Partnership has declared a default due to circumstances arising from the
damage to the property resulting from Hurricane Andrew in August, 1992. The
mortgagee has agreed to participate in a plan to resolve the circumstances
concerning the B & V Local Partnership discussed in Part 1, Item 1 and Part 1,
Item 2 herein.
As discussed in Part I, Item 1 - Financial Statements and Part I, Item 2 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations, under an agreement with the lender, B & V Phase I, Ltd. (the "B & V
Phase I Local Partnership") was to commence paying debt service in January, 1995
which was to coincide with the completion of construction. However, due to
construction delays, the B & V Phase I Local Partnership has not commenced
making such payments. As a result, the lender has declared a default under the
terms of the mortgage loan and the Local General Partner of the B & V Phase I
Local Partnership is having discussions with the lender regarding a loan
restructuring.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
As discussed in Part I, Item 1 - Financial Statements and Part I, Item 2 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations, the B & V Local Partnership sustained considerable damage in August,
1992 due to Hurricane Andrew. The General Partner has taken the position that
temporary vacancies do not result in either a loss or delay of Low-income Tax
Credits while attempts to conduct repairs are being made and, based on
circumstances to date, Registrant may continue to utilize the Low-income Tax
Credits without interruption. However, Registrant's tax professionals have
recently informed Registrant that, based upon a 1995 revenue procedure, the
Internal Revenue Service could challenge the position taken by Registrant
concerning the uninterrupted utilization of the Low-income Tax Credits, with
respect to units not completed, after December 31, 1994. Of Registrant's total
Low-income Tax Credits, approximately 6.4% is allocated from the B & V Local
Partnership. A disaster of this scale is an unusual event. Because the magnitude
of destruction caused by Hurricane Andrew in Southern Florida has limited
precedent it is not possible to determine at this time the final economic impact
resulting from Hurricane Andrew on the B & V Local Partnership, even if
reconstructed.
Item 6. Exhibits and Reports on Form 8-K.
None
<PAGE>
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
Date: February 13, 1996 /s/ Richard Paul Richman
----------------- ------------------------
Richard Paul Richman
President, Chief Executive Officer and
Director of the general partner of the
General Partner
Date: February 13, 1996 /s/ Neal Ludeke
----------------- ---------------
Neal Ludeke
Treasurer of the general partner
of the General Partner
(Principal Financial and Accounting
Officer of Registrant)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000830159
<NAME> ATCP 1
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-Mos
<FISCAL-YEAR-END> Mar-30-1996
<PERIOD-START> Sep-30-1995
<PERIOD-END> Dec-30-1995
<EXCHANGE-RATE> 1.000
<CASH> 360
<SECURITIES> 3,244
<RECEIVABLES> 62
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,001
<CURRENT-LIABILITIES> 43
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 14,001
<SALES> 0
<TOTAL-REVENUES> 211
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 355
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,532)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,532)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,532)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
