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, 2000
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>
17
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
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 29, March 30,
Notes 2000 2000
----- ----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 147,403 $ 61,363
Investments in bonds 2 2,110,610 2,255,521
Investment in local partnerships 3 1,989,828 2,595,453
Interest receivable 49,155 49,489
----------- -----------
$ 4,296,996 $ 4,961,826
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 32,358 $ 52,548
Payable to general partner 245,596 74,659
----------- -----------
277,954 127,207
----------- -----------
Commitments and contingencies 3
Partners' equity (deficit)
General partner (326,311) (318,046)
Limited partners (41,286 units of limited
interest outstanding) 4,265,154 5,083,367
Accumulated other comprehensive income, net 2 80,199 69,298
----------- -----------
4,019,042 4,834,619
----------- -----------
$ 4,296,996 $ 4,961,826
=========== ===========
</TABLE>
See Notes to Financial Statements.
3
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
September 29, September 29, September 29, September 29,
Notes 2000 2000 1999 1999
----- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
REVENUE
Interest $ 45,755 $ 93,478 $ 46,614 $ 94,383
Other income from local 3 6,250 6,250 6,250 13,750
--------- ---------- ---------- ---------
TOTAL REVENUE 52,005 99,728 52,864 108,133
--------- ---------- ---------- ---------
EXPENSES
Administration fees 45,931 91,862 45,931 91,862
Management fee 43,867 87,734 43,867 87,734
Professional fees 9,149 21,395 16,706 73,421
Printing, postage and other 522 10,351 8,496 17,780
--------- ---------- ---------- ---------
TOTAL EXPENSES 99,469 211,342 115,000 270,797
--------- ---------- ---------- ---------
Loss from operations (47,464) (111,614) (62,136) (162,664)
Equity in loss of investment
in local partnerships 3 (475,486) (714,864) (258,077) (461,994)
--------- ---------- ---------- ---------
NET LOSS (522,950) (826,478) (320,213) (624,658)
Other comprehensive income 2 14,099 10,901 (30,248) (85,480)
(loss) --------- ---------- ---------- ---------
COMPREHENSIVE LOSS $(508,851) $(815,577) $(350,461) $(710,138)
========= ========= ========= =========
NET LOSS ATTRIBUTABLE TO
General partner $ (5,230) $ (8,265) $ (3,203) $ (6,247)
Limited partners (517,720) (818,213) (317,010) (618,411)
--------- ---------- ---------- ---------
$(522,950) $ (826,478) $ (320,213) $(624,658)
========= ========= ========= =========
NET LOSS per unit of limited
partnership interest
(41,286 units of limited
partnership interest) $ (12.54) $ (19.82) $ (7.68) $ (14.98)
========= ========= ========= =========
</TABLE>
See Notes to Financial Statements.
4
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 29, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 99,062 $ 105,495
Cash paid for
administration fees (8,659) (76,380)
professional fees (43,385) (130,226)
printing, postage and other expenses (8,551) (9,782)
--------- ---------
Net cash provided by (used in) operating activities 38,467 (110,893)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in local partnerships (125,914) (55,332)
Cash distributions and other income from local 22,925 153,090
partnerships
Investments in bonds (includes accrued interest of (256,438) (257,558)
$482 in 2000)
Maturities/redemptions of bonds 407,000 346,146
--------- ---------
Net cash provided by investing activities 47,573 186,346
--------- ---------
Net increase in cash and cash equivalents 86,040 75,453
Cash and cash equivalents at beginning of period 61,363 86,232
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 147,403 $ 161,685
========= =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain (loss) on investments in bonds, net $ 10,901 $ (85,480)
========= =========
</TABLE>
See reconciliation of net loss to net cash provided by (used in) operating
activities on page 6.
See Notes to Financial Statements.
5
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
STATEMENTS OF CASH FLOWS - (Continued)
SIX MONTHS ENDED SEPTEMBER 29, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES
Net loss $(826,478) $(624,658)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Equity in loss of investment in local 714,864 461,994
partnerships
Distributions from local partnerships (6,250) (13,750)
classified as other income
Amortization of net premium on investments in 12,930 13,690
bonds
Accretion of zero coupon bonds (8,162) (8,162)
Decrease in interest receivable 816 5,584
Decrease in accounts payable and accrued expenses (20,190) (33,325)
Increase in payable to general partner 170,937 87,734
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 38,467 $(110,893)
========= =========
</TABLE>
See Notes to Financial Statements.
6
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 29, 2000
(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 September 29, 2000 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 six month periods ended September 29, 2000 are not
necessarily indicative of the results that may be expected for the entire
year.
2. Investments in Bonds
As of September 29, 2000, certain information concerning investments in
bonds is as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost gains losses fair value
------------------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Corporate debt securities
After one year through five years $ 200,686 $ 3,816 $ (453) $ 204,049
After five years through ten years 336,404 2,218 (41) 338,581
----------- ----------- ----------- -----------
537,090 6,034 (494) 542,630
----------- ----------- ----------- -----------
U.S. Treasury debt securities
Within one year 357,134 2,869 (168) 359,835
After one year through five years 881,751 86,469 -- 968,220
----------- ----------- ----------- -----------
1,238,885 89,338 (168) 1,328,055
----------- ----------- ----------- -----------
U.S. government and agency securities
After five years through ten years 254,436 -- (14,511) 239,925
----------- ----------- ----------- -----------
$ 2,030,411 $ 95,372 $ (15,173) $ 2,110,610
=========== =========== =========== ===========
</TABLE>
The Partnership has provided collateral for a standby letter of credit in
the amount of $242,529 issued in connection with Cobbet Hill Associates
Limited Partnership ("Cobbet") under the terms of the financing documents
whereby the lender has required security for future operating deficits, if
any, of Cobbet. The letter of credit is secured by investments in bonds of
approximately $256,000. As of November 10, 2000, no amounts have been drawn
under the terms of the letter of credit.
7
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 29, 2000
(UNAUDITED)
3. Investment in Local Partnerships
The Partnership originally acquired limited partnership interests in Local
Partnerships representing capital contributions in the aggregate amount of
$34,828,273, which includes advances made to certain Local Partnerships. As
of June 30, 2000, the Local Partnerships have outstanding mortgage loans
payable totaling approximately $72,539,000 and accrued interest payable on
such loans totaling approximately $4,093,000, 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, 2000, the investment in local
partnerships activity consists of the following:
<TABLE>
<CAPTION>
<S> <C>
Investment in local partnerships as of March 30, 2000 $ 2,595,453
Equity in loss of investment in local partnerships (714,864)*
Cash distributions received from Local Partnerships (22,925)
Cash distributions from Local Partnerships classified as other income 6,250
Advances to Local Partnerships 125,914
-----------
Investment in local partnerships as of September 29, 2000 $ 1,989,828
===========
</TABLE>
* 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
$1,181,925 for the six months ended June 30, 2000 as reflected in the
combined statement of operations of the Local Partnerships reflected
herein Note 3.
The combined unaudited balance sheets of the Local Partnerships as of June
30, 2000 and December 31, 1999 and the combined unaudited statements of
operations of the Local Partnerships for the three and six month periods
ended June 30, 2000 and 1999 are reflected on pages 9 and 10, respectively.
8
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 29, 2000
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of June 30, 2000
and December 31, 1999 are as follows:
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 1,034,465 $ 1,459,390
Rents receivable 156,719 301,752
Escrow deposits and reserves 3,227,208 3,044,082
Land 3,850,061 3,850,061
Buildings and improvements (net of accumulated depreciation of
$42,567,044 and $40,669,508) 63,577,778 65,367,834
Intangible assets (net of accumulated amortization of $680,125 and
$647,133) 1,682,343 1,697,780
Other 948,183 829,251
------------ ------------
$ 74,476,757 $ 76,550,150
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 1,348,132 $ 1,436,510
Due to related parties 5,150,405 5,238,017
Mortgage loans 72,539,427 72,661,234
Notes payable 1,063,456 1,086,384
Accrued interest 4,093,410 3,920,983
Other 327,689 318,438
------------ ------------
84,522,519 84,661,566
------------ ------------
Partners' equity (deficit)
American Tax Credit Properties L.P.
Capital contributions, net of distributions 33,982,994 33,975,428
Cumulative loss (31,091,774) (30,376,910)
------------ ------------
2,891,220 3,598,518
------------ ------------
General partners and other limited partners, including ATCP II
Capital contributions, net of distributions 505,742 509,267
Cumulative loss (13,442,724) (12,219,201)
------------ ------------
(12,936,982) (11,709,934)
------------ ------------
(10,045,762) (8,111,416)
------------ ------------
$ 74,476,757 $ 76,550,150
============ ============
</TABLE>
9
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 29, 2000
(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, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2000 2000 1999 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUE
Rental $ 3,836,463 $ 7,667,087 $ 3,847,504 $ 7,642,434
Interest and other 54,344 156,434 62,409 120,945
----------- ----------- ----------- -----------
TOTAL REVENUE 3,890,807 7,823,521 3,909,913 7,763,379
----------- ----------- ----------- -----------
EXPENSES
Administrative 622,483 1,164,823 570,640 1,111,687
Utilities 363,319 716,738 314,520 643,855
Operating, maintenance and other 947,190 1,841,002 743,205 1,461,864
Taxes and insurance 443,920 893,548 459,895 891,775
Financial (including amortization of $16,496,
$32,992, $16,570 and $33,143) 1,618,887 3,242,542 1,616,329 3,232,117
Depreciation 951,737 1,903,255 948,382 1,895,858
----------- ----------- ----------- -----------
TOTAL EXPENSES 4,947,536 9,761,908 4,652,971 9,237,156
----------- ----------- ----------- -----------
NET LOSS $(1,056,729) $(1,938,387) $ (743,058) $(1,473,777)
=========== =========== =========== ===========
NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties L.P. $ (475,486) $ (714,864) $ (258,077) $ (461,994)
General partners and other limited partners,
including ATCP II, which includes $558,938,
$1,181,925, $466,557 and $982,071 of
Partnership loss in excess of investment (581,243) (1,223,523) (484,981) (1,011,783)
----------- ----------- ----------- -----------
$(1,056,729) $(1,938,387) $ (743,058) $(1,473,777)
=========== =========== =========== ===========
</TABLE>
The combined results of operations of the Local Partnerships for the three
and six month periods ended June 30, 2000 are not necessarily indicative of
the results that may be expected for an entire operating period.
10
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 29, 2000
(UNAUDITED)
3. Investment in Local Partnerships (continued)
Cobbet was originally financed with a first mortgage with mandatory monthly
payment terms with the Massachusetts Housing Finance Agency ("MHFA") and a
second mortgage with MHFA under the State Housing Assistance for Rental
Production Program (the "SHARP Operating Loan") whereby proceeds would be
advanced monthly as an operating subsidy (the "Operating Subsidy
Payments"). The terms of the SHARP Operating Loan called for declining
Operating Subsidy Payments over its term (not more than 15 years). However,
due to the economic condition of the Northeast region in the early 1990's,
MHFA instituted an operating deficit loan (the "ODL") program that
supplemented the scheduled reduction in the Operating Subsidy Payments.
Effective October 1, 1997, MHFA announced its intention to eliminate the
ODL program, such that Cobbet no longer receives the ODL, without which
Cobbet is unable to make the full mandatory debt service payments on its
first mortgage. MHFA has notified Cobbet and, to the Local General
Partners' knowledge, other ODL recipients as well, that MHFA considers such
mortgages to be in default. MHFA adopted a plan to recapitalize several of
the ODL program properties with funds to be contributed from the admission
of a new limited partner, and MHFA commissioned an institutional broker
(the "Broker") to identify such a new limited partner. However, MHFA
communicated with Cobbet (confirmed by letter dated February 7, 2000) that
Cobbet was not included in MHFA's current recapitalization program because
Cobbet is party to a project based Section 8 contract. However, MHFA
communicated that Cobbet is free to identify a new limited partner,
independent of MHFA's process, with the intention similar to that of the
recapitalization plan. In the February 7, 2000 letter, MHFA provided Cobbet
until March 3, 2000 to notify MHFA of its desire to modify its mortgage
loan by paying the required fee (which as a practical matter would require
a recapitalization investor) and made no reference in the letter to the
previous discussion in which MHFA indicated that Cobbet could locate a
separate recapitalization investor. Cobbet replied to MHFA, indicating its
desire to locate a recapitalization investor. The Local General Partners
contacted the Broker, which indicated that a private investor may be
interested in a recapitalization plan for Cobbet. On August 7, 2000, the
Local General Partners met with MHFA to discuss future capital
improvements. A contribution payment of $300,000 has been offered by the
Partnership to help fund the capital improvements, with $150,000 to be
advanced currently and $50,000 to be advanced annually over each of the
next three years. MHFA approved all of the items on the agenda and
indicated a strong interest in the recapitalization of Cobbet. If such a
plan were implemented, such new limited partner would receive a substantial
portion of the annual allocation of Cobbet's tax losses upon such partner's
admission, plus cash flows and residuals, if any. The Partnership and the
Local General Partners would retain a sufficient interest in Cobbet to
avoid recapture of Low-income Tax Credits. There can be no assurance that a
plan will be implemented, and if not, MHFA is likely to retain its rights
under the loan documents. The Partnership's investment balance in Cobbet,
after cumulative equity losses, became zero during the year ended March 30,
1994. During the six months ended September 29, 2000, the Partnership
advanced $30,000, which advance has been recorded as investment in local
partnerships in the accompanying balance sheet as of September 29, 2000.
The Partnership advanced $83,047 during the six months ended September 29,
2000 to 4611 South Drexel Limited Partnership to fund an operating deficit
which includes making necessary capital improvements to the property. The
advance has been recorded as investment in local partnerships in the
accompanying balance sheet as of September 29, 2000.
The Partnership advanced $12,867 during the six months ended September 29,
2000 to Hilltop North Associates, A Virginia Limited Partnership to fund an
operating deficit which includes making necessary capital improvements to
the property. The advance has been recorded as investment in local
partnerships in the accompanying balance sheet as of September 29, 2000.
4. Additional Information
Additional information, including the audited March 30, 2000 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, 2000 on file with the Securities
and Exchange Commission.
11
<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 September 29, 2000, American Tax Credit Properties L.P. (the "Registrant")
has not experienced a significant change in financial condition as compared to
March 30, 2000. Principal changes in assets are comprised of periodic
transactions and adjustments and anticipated equity in loss from operations of
the local partnerships (the "Local Partnerships") which own low-income
multifamily residential complexes (the "Properties") which qualify for the
low-income tax credit in accordance with Section 42 of the Internal Revenue Code
(the "Low-income Tax Credit"). During the six months ended September 29, 2000,
Registrant received cash from interest revenue, maturities/redemptions of bonds
and distributions from Local Partnerships and utilized cash for operating
expenses, investments in bonds and advances to certain Local Partnerships (see
Local Partnership Matters below). Cash and cash equivalents and investments in
bonds decreased, in the aggregate, by approximately $59,000 during the six
months ended September 29, 2000 (which includes a net unrealized gain on
investments in bonds of approximately $11,000, amortization of net premium on
investments in bonds of approximately $13,000 and accretion of zero coupon bonds
of approximately $8,000). Notwithstanding circumstances that may arise in
connection with the Properties, Registrant does not expect to realize
significant gains or losses on its investments in bonds, if any. During the six
months ended September 29, 2000, 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, 2000 of $826,478 and cash distributions received from
Local Partnerships of $16,675 (exclusive of distributions from Local
Partnerships of $6,250 classified as other income), partially offset by advances
to Local Partnerships of $125,914. Payable to general partner in the
accompanying balance sheet as of September 29, 2000 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. 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 below under
Local Partnership Matters regarding certain Local Partnerships currently
operating below economic break even levels.
Registrant's operations for the three months ended September 29, 2000 and 1999
resulted in net losses of $522,950 and $320,213, respectively. The increase in
the loss is primarily attributable to an increase in equity in loss of
investment in local partnerships of approximately $217,000, resulting from an
increase in the net operating losses of those Local Partnerships in which
Registrant continues to have an investment balance. Other comprehensive income
(loss) for the three months ended September 29, 2000 and 1999 resulted from a
net unrealized gain (loss) on investments in bonds of $14,099 and $(30,248),
respectively.
12
<PAGE>
AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
The Local Partnerships' net loss of approximately $1,057,000 for the three
months ended June 30, 2000 was attributable to rental and other revenue of
approximately $3,891,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $3,980,000 and approximately
$968,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $743,000 for the three months ended June 30, 1999 was
attributable to rental and other revenue of approximately $3,910,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $3,688,000 and approximately $965,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended June 30, 2000 are not necessarily indicative of the
results that may be expected in future periods.
Registrant's operations for the six months ended September 29, 2000 and 1999
resulted in net losses of $826,478 and $624,658, respectively. The increase in
the loss is primarily attributable to an increase in equity in loss of
investment in local partnerships of approximately $253,000, resulting from an
increase in the net operating losses of those Local Partnerships in which
Registrant continues to have an investment balance. Other comprehensive income
(loss) for the six months ended September 29, 2000 and 1999 resulted from a net
unrealized gain (loss) on investments in bonds of $10,901 and $(85,480),
respectively.
The Local Partnerships' net loss of approximately $1,938,000 for the six months
ended June 30, 2000 was attributable to rental and other revenue of
approximately $7,824,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $7,826,000 and approximately
$1,936,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $1,474,000 for the six months ended June 30, 1999 was
attributable to rental and other revenue of approximately $7,763,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $7,308,000 and approximately $1,929,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the six months ended June 30, 2000 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 has been fully exhausted by virtually all of the Properties as of
December 31, 1999 and will be fully exhausted by all of the Properties as of
December 31, 2000. The required holding period of each Property, in order to
avoid Low-income Tax Credit recapture, is fifteen years from the year in which
the Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period"). The Properties must satisfy various requirements including
rent restrictions and tenant income limitations (the "Low-income Tax Credit
Requirements") in order to maintain eligibility for the recognition of the
Low-income Tax Credit at all times during the Compliance Period. Once a Local
Partnership has become eligible for the Low-income Tax Credit, it may lose such
eligibility and suffer an event of recapture if its Property fails to remain in
compliance with the Low-income Tax Credit Requirements. The Local Partnerships
have generated substantially all of the Low-income Tax Credits allocated to
limited partners as of December 31, 1999.
The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. Many of the Local Partnerships receive rental subsidy payments,
including payments under Section 8 of Title II of the Housing and Community
Development Act of 1974 ("Section 8"). The subsidy agreements expire at various
times during and after the Compliance Periods of the Local Partnerships. Since
October 1997, the United States Department of Housing and Urban Development
("HUD") has issued a series of directives related to project based Section 8
contracts that define owners' notification responsibilities, advise owners of
project based Section 8 properties of what their options are regarding the
renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. Registrant
cannot reasonably predict
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AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
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 and debt
structure of any or all Local Partnerships currently receiving such subsidy or
similar subsidies. Four Local Partnerships' Section 8 contracts are currently
subject to renewal under applicable HUD guidelines.
The Local Partnerships have various financing structures which include (i)
required debt service payments ("Mandatory Debt Service") and (ii) debt service
payments which 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, 2000, revenue from
operations of the Local Partnerships have generally been sufficient to cover
operating expenses and Mandatory Debt Service. Most of the Local Partnerships
are effectively operating at or above break even levels, although certain Local
Partnerships' operating information reflects operating deficits that do not
represent cash deficits due to their mortgage and financing structure and the
required deferral of property management fees. However, as discussed below,
certain Local Partnerships' operating information indicates below break even
operations after taking into account their mortgage and financing structure and
any required deferral of property management fees.
4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $106,000 for the six months ended June 30, 2000
resulting from deferred unit maintenance and required capital improvements.
Registrant advanced approximately $83,000 during the six months ended September
29, 2000. 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. South Drexel will have
generated approximately $1.7 per Unit per year of credits to the limited
partners upon the expiration of its Low-income Tax Credit allocation in 2000.
The terms of the partnership agreement of Cityside Apartments L.P. ("Cityside")
require the management agent to defer property management fees in order to avoid
a default under the mortgage. Cityside reported an operating deficit of
approximately $57,000 for the six months ended June 30, 2000, which includes
property management fees of approximately $34,000. Payments on the mortgage and
real estate taxes are current. Cityside generated approximately $29.5 per Unit
per year of credits to the limited partners upon the expiration of its
Low-income Tax Credit allocation in 1999.
The terms of the partnership agreement of Dunbar Limited Partnership No. 2
("Dunbar 2") require the management agent to defer property management fees in
order to avoid a default under the mortgage. Dunbar 2 reported an operating
deficit of approximately $52,000 for the six months ended June 30, 2000, which
includes property management fees of approximately $29,000. Payments on the
mortgage and real estate taxes are current. Registrant's investment balance in
Dunbar 2, after cumulative equity losses, became zero during the year ended
March 30, 1998. Dunbar 2 generated approximately $8.2 per Unit per year of
credits to the limited partners upon the expiration of its Low-income Tax Credit
allocation in 1999.
Hilltop North Associates, A Virginia Limited Partnership ("Hilltop") reported an
operating deficit of approximately $17,000 for the six months ended June 30,
2000. Registrant advanced approximately $13,000 during the six months ended
September 29, 2000. 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. Hilltop generated
approximately $6.6 per Unit per year of credits to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 1999.
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AMERICAN TAX CREDIT PROPERTIES L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (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 notified Cobbet and, to the Local General Partners' knowledge,
other ODL recipients as well, that MHFA considers such mortgages to be in
default. MHFA adopted a plan to recapitalize several of the ODL program
properties with funds to be contributed from the admission of a new limited
partner, and MHFA commissioned an institutional broker (the "Broker") to
identify such a new limited partner. However, MHFA communicated with Cobbet
(confirmed by letter dated February 7, 2000) that Cobbet was not included in
MHFA's current recapitalization program because Cobbet is party to a project
based Section 8 contract. However, MHFA communicated that Cobbet is free to
identify a new limited partner, independent of MHFA's process, with the
intention similar to that of the recapitalization plan. In the February 7, 2000
letter, MHFA provided Cobbet until March 3, 2000 to notify MHFA of its desire to
modify its mortgage loan by paying the required fee (which as a practical matter
would require a recapitalization investor) and made no reference in the letter
to the previous discussion in which MHFA indicated that Cobbet could locate a
separate recapitalization investor. Cobbet replied to MHFA, indicating its
desire to locate a recapitalization investor. The Local General Partners
contacted the Broker, which indicated that a private investor may be interested
in a recapitalization plan for Cobbet. On August 7, 2000, the General Partners
of Cobbet met with MHFA to discuss future capital improvements. A contribution
payment of $300,000 has been offered by Registrant to help fund the capital
improvements, with $150,000 to be advanced currently and $50,000 to be advanced
annually over each of the next three years. MHFA approved all of the items on
the agenda and indicated a strong interest in the recapitalization of Cobbet. If
such a plan were implemented, such new limited partner would receive a
substantial portion of the annual allocation of Cobbet's tax losses upon such
partner's admission, plus cash flows and residuals, if any. Registrant and the
Local General Partners would retain a sufficient interest in Cobbet to avoid
recapture of Low-income Tax Credits. There can be no assurance that a plan will
be implemented, and if not, MHFA is likely to retain its rights under the loan
documents. The future financial viability of Cobbet is highly uncertain.
Registrant advanced $30,000 during the six months ended September 29, 2000. The
Property's historic tax credit was allocated in 1988 and all of the Low-income
Tax Credits have been allocated since 1989. Registrant's investment balance in
Cobbet, after cumulative equity losses, became zero during the year ended March
30, 1994. Cobbet generated approximately $19.2 per Unit per year of credits to
the limited partners upon the expiration of its Low-income Tax Credit allocation
in 1999.
Year 2000
Registrant successfully completed a program to ensure Year 2000 readiness. As a
result, Registrant had no Year 2000 problems that affected its business, results
of operations or financial condition.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Registrant has invested a significant portion of its working capital reserves in
corporate bonds, U.S. Treasury instruments and U.S. government and agency
securities. The market value of such investments is subject to fluctuation based
upon changes in interest rates relative to each investment's maturity date.
Since Registrant's investments in bonds have various maturity dates through
2007, the value of such investments may be adversely impacted in an environment
of rising interest rates in the event Registrant decides to liquidate any such
investment prior to its maturity. Although Registrant may utilize reserves to
assist an under performing Property, it otherwise intends to hold such
investments to their respective maturities. Therefore, Registrant does not
anticipate any material adverse impact in connection with such investments.
15
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AMERICAN TAX CREDIT PROPERTIES L.P.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
Registrant is not aware of any material legal proceedings.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None; see Item 5 regarding mortgage defaults of 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") is unable to make the full
mandatory debt service payments on its first mortgage as a result of
the lender's elimination of its operating deficit loan program. The
lender notified Cobbet that the lender considers such mortgages to be
in default. The local general partners agreed to a plan, with
modifications proposed by the lender, to recapitalize Cobbet. Although
meetings have been ongoing, as of the date of this report, a plan has
not been formalized.
Item 6. Exhibits and Reports on Form 8-K
None
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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 13, 2000 /s/ Richard Paul Richman
---------------------------------------------
by: Richard Paul Richman
President, Chief Executive Officer and
Director of the general partner of the
General Partner
Dated: November 13, 2000 /s/ Neal Ludeke
---------------------------------------------
by: Neal Ludeke
Vice President and Treasurer of the
general partner of the General Partner
(Principal Financial and Accounting
Officer of Registrant)
17
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