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 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------ EXCHANGE ACT OF 1934
Commission File Number 0-20638
PATRIOT TAX CREDIT PROPERTIES L.P.,
f/k/a Prudential-Bache Tax Credit Properties L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3519080
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
- -------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)421-5333
Prudential-Bache Tax Credit Properties L.P.
Former name, former address and
former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
<PAGE>
PART I - Financial Information
Item 1. Financial Statements
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
Consolidated Statements of Financial Condition
(Unaudited)
============ ============
December 31, March 31,
1997 1997
------------ ------------
ASSETS
Investment in property:
Land $ 4,005,633 $ 4,005,633
Buildings and improvements 74,946,388 74,628,141
Accumulated depreciation (14,944,413) (13,283,832)
------------ ------------
Net investment in property 64,007,608 65,349,942
Cash and cash equivalents 509,709 839,134
Cash and cash equivalents
held in escrow 1,852,985 903,486
Deferred financing costs, net 2,950,879 3,136,727
Organizational costs, net 4,920 11,422
Other assets 285,273 261,664
------------ ------------
Total Assets $ 69,611,374 $ 70,502,375
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable $ 45,765,794 $ 46,099,028
Accrued interest payable 1,584,309 1,266,943
Other accrued expenses
and liabilities 1,359,491 1,265,302
Due to general partners and
affiliates of local partnerships 2,972,307 1,654,598
Development fees payable 1,579,709 1,579,709
Construction costs payable 605,358 605,358
Real estate taxes payable 638,933 118,195
Due to general partner and
its affiliates 81,230 848,543
------------ ------------
Total liabilities 54,587,131 53,437,676
------------ ------------
Minority interest in local
partnerships 2,748,405 3,302,224
------------ ------------
See Accompanying Notes to Consolidated Financial Statements
2
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
Consolidated Statements of Financial Condition
(continued)
(Unaudited)
============ ============
December 31, March 31,
1997 1997
------------ ------------
PARTNERS' CAPITAL (DEFICIT)
Limited partners (38,125 BUC$
issued and outstanding) 11,451,436 13,966,449
General partner (1 BUC
issued and outstanding) 824,402 (203,974)
----------- ------------
Total Partners' Capital 12,275,838 13,762,475
----------- ------------
Total Liabilities and Partners'
Capital $69,611,374 $ 70,502,375
=========== ============
See Accompanying Notes to Consolidated Financial Statements
3
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
December 31, December 31,
---------------------------- ----------------------------
1997 1996* 1997 1996
---------------------------- ----------------------------
Revenues
Rental income $ 2,053,426 $ 2,111,692 $ 6,226,699 $ 6,415,617
Other income 97,638 124,470 328,404 353,644
Interest
income 9,513 5,923 18,611 15,559
----------- ----------- ----------- -----------
2,160,577 2,242,085 6,573,714 6,784,820
----------- ----------- ----------- -----------
Expenses
Interest 1,072,237 1,083,032 3,212,946 3,233,596
Depreciation and
amortization 616,478 638,429 1,852,931 1,913,939
Operating and
other 572,590 506,457 1,614,655 1,467,784
Taxes and
insurance 287,325 333,355 868,720 919,403
Repairs and
maintenance 552,763 361,955 1,292,299 997,859
General and
administrative 99,322 76,931 335,940 266,586
Partnership
management fees 59,718 91,435 221,401 212,931
Property man-
agement 89,490 76,553 264,149 300,216
----------- ----------- ----------- -----------
3,349,923 3,168,147 9,663,041 9,312,314
----------- ----------- ----------- -----------
Loss before
minority
interest (1,189,346) (926,062) (3,089,327) (2,527,494)
Minority inter-
est in loss of
local partner-
ships 217,353 158,411 553,819 419,911
----------- ----------- ----------- -----------
Net loss $ (971,993) $ (767,651) $(2,535,508) $(2,107,583)
=========== =========== =========== ===========
Allocation of Net
Loss
Limited
partners $ (967,133) $ (759,974) $(2,515,013) $(2,086,507)
=========== =========== =========== ===========
General
partner $ (4,860) $ (7,677) $ (20,495) $ (21,076)
=========== =========== =========== ===========
Net loss per
limited
partner BUC $ (25.37) $ (19.93) $ (65.97) $ (54.72)
=========== =========== =========== ===========
*Reclassified for comparative purposes
See Accompanying Notes to Consolidated Financial Statements
4
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
Consolidated Statement of Changes in Partners' Capital
(Unaudited)
Limited General
BUC$ Partners Partner Total
---- -------- ------- -----
Partners' capital
(deficit) -
March 31, 1997 38,126 $ 13,966,449 $ (203,974) $ 13,762,475
Capital
contribution 0 0 1,048,871 1,048,871
Net loss 0 (2,515,013) (20,495) (2,535,508)
------ ------------ ----------- ------------
Partners' capital-
December 31,
1997 38,126 $ 11,451,436 $ 824,402 $ 12,275,838
====== ============ =========== ============
See Accompanying Notes to Consolidated Financial Statements
5
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(Unaudited)
===============================
Nine Months Ended
December 31,
-------------------------------
1997 1996
-------------------------------
Cash flows from operating activities:
Net loss $(2,535,508) $(2,107,583)
Adjustments to reconcile net loss
to net cash (used in) provided by
operating activities:
Depreciation and amortization 1,852,931 1,913,939
Minority interest in loss of
local partnerships (553,819) (419,911)
Increase in cash held in escrow (949,499) (531,391)
Increase in real estate taxes payable 520,738 450,649
Increase in accrued interest payable 317,366 280,698
(Increase) decrease in other assets (23,609) 147,955
Increase in other liabilities 468,529 307,668
--------- ----------
Total adjustments 1,632,637 2,149,607
--------- ----------
Net cash (used in) provided by
operating activities (902,871) 42,024
--------- ----------
Cash flows from investing activities:
Building improvements (318,247) 0
--------- ----------
Cash flows from financing activities:
Payments of mortgage notes (333,234) (149,837)
Advances pursuant to operating
deficit guaranties 1,224,927 153,000
Payment on working advance
from local general partner 0 (100,000)
--------- ----------
Net cash provided by (used in)
financing activities 891,693 (96,837)
--------- ----------
See Accompanying Notes to Consolidated Financial Statements
6
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(continued)
(Unaudited)
===============================
Nine Months Ended
December 31,
-------------------------------
1997 1996
-------------------------------
Net decrease in cash and cash
equivalents
(329,425) (54,813)
Cash and cash equivalents at
beginning of period 839,134 1,012,131
---------- ----------
Cash and cash equivalents at
end of period $ 509,709 $ 957,318
========== ==========
Supplemental disclosure of
cash flow information:
Non-cash financing activity:
Capital contribution
resulting from forgiveness
of debt by general partner
and its affiliates $1,048,871 $ 0
========== ==========
Interest paid $2,843,644 $2,900,937
========== ==========
See Accompanying Notes to Consolidated Financial Statements
7
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1997
(Unaudited)
Note 1 - General
These consolidated financial statements have been prepared without audit. In the
opinion of management, the consolidated financial statements contain all
adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position of Patriot Tax Credit Properties L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P. and herein
referred to as the "Partnership") as of December 31, 1997, the results of its
operations for the three and nine months ended December 31, 1997 and 1996 and
its cash flows for the nine months ended December 31, 1997 and 1996. However,
the operating results for the interim periods may not be indicative of the
results expected for a full year.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these consolidated financial
statements be read in conjunction with the consolidated financial statements and
notes thereto included in the Partnership's Annual Report on Form 10-K filed
with the Securities and Exchange Commission for the year ended March 31, 1997.
Also, certain balances from prior periods have been reclassified to conform with
the current financial statement presentation.
The Partnership invests in partnerships (the "Local Partnerships") which own the
properties. The financial statements of the Local Partnerships consolidated
herein are for the nine month period ended September 30, and occupancy rates are
as of September 30.
On October 1, 1997, as part of the settlement of class action litigation known
as Prudential Securities Inc. Limited Partnership Litigation, MDL No. 1005,
Prudential-Bache Properties, Inc. ("PBP") withdrew as the general partner and
transferred its general partner interest in the Partnership to RCC Partners 96,
L.L.C. (the "New GP"), an affiliate of Related Capital Company ("RCC") pursuant
to a purchase agreement dated as of December 19, 1996 among PBP and its
affiliates and RCC ("Purchase Agreement").
8
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1997
(Unaudited)
Affiliates of RCC have in the pastprovided and currently provide services to the
Partnership and also serve as co-general partners of four of the eight Local
Partnerships in which the Partnership has an interest. The Partnership's
agreement of limited partnership (the "Partnership Agreement") was amended to
reflect this withdrawal and admission and authorized PBP to transfer and assign
its interest in the Partnership to the New GP and to withdraw from the
Partnership. The terms of the transaction are more fully described in the
Partnership's Information Statement dated June 18, 1997 (the "Information
Statement"), which was previously distributed to all partners of the
Partnership.
Pursuant to the Purchase Agreement, P-B Tax Credit S.L.P. ("PBSLP") withdrew as
special limited partner of each of the Local Partnerships and was replaced by
Independence SLP L.P. (the "New SLP"), an affiliate of RCC. All special limited
partnership interests in the Local Partnerships were transferred to the New SLP.
Also pursuant to the Purchase Agreement, Prudential-Bache Investor Services II,
Inc. ("P-B II") withdrew as assignor limited partner of the Partnership and was
replaced by Related Insured BUC$ Associates, Inc., an affiliate of RCC, (the
"New ALP"). All assignor limited partnership interests in the Partnership were
transferred to the New ALP.
The New GP is a Delaware limited liability company which was formed in July
1996, and is owned and controlled by the partners of RCC. The New GP will only
have a specified net worth, if any, as may be necessary for the Partnership to
be treated as a Partnership for federal income tax purposes.
Affiliates of the New GP and RCC have had significant involvement with the
Partnership and the Local Partnerships. During the acquisition phase of the
Partnership's operation, among other services, affiliates of RCC provided
various services to PBP pursuant to a Real Estate Consulting Services Agreement.
These services included the identification, evaluation, negotiation and closing
of certain of the Partnership's investments for which RCC was paid a portion of
the acquisition fees and expenses paid to PBP.
9
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1997
(Unaudited)
RCC in the past provided, and will continue to provide ongoing monitoring
services with respect to the Partnership's investments pursuant to the Property
Investment Monitoring Agreement for which RCC in the past received from PBP a
portion of the partnership management fee payable to PBP and an annual expense
allowance of up to $1,300 per site visit (after the initial four site visits).
Pursuant to the Purchase Agreement, the following changes were made to the
Partnership Agreement:
(a) amended to change the name of the Partnership to "Patriot Tax Credit
Properties L.P.", a Delaware Limited Partnership. The Partnership's new place of
business will be 625 Madison Avenue, New York, New York 10022.
(b) amended to confirm that PBP will continue to be party to the indemnification
provisions set forth in the Partnership Agreement.
(c) amended to reflect (1) the reduction in the general partner's maximum
participating interest in cash flow from 0.5% annually of invested assets to
0.375% annually; (2) the reduction by 50% of the general partner's residual
interest in the Partnership comprised of (i) subordinated interest in
disposition proceeds and (ii) interest in distributions of sale or refinancing
proceeds; and (3) corresponding reductions in the general partner's interest in
profits and losses. Finally, pursuant to the Purchase Agreement, PBP and PBSLP
forgave all deferred and unpaid fees due to them by the Partnership and the
Local Partnerships. The aggregate amount of such deferred and unpaid fees was
$1,048,871 as of December 31, 1997 and is reflected in the Consolidated
Statement of Changes in Partners' Capital as a capital contribution.
10
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1997
(Unaudited)
Note 2 - Related Parties
RCC and its affiliates performed services for the Partnership which included,
but were not limited to: accounting and financial management, registrar,
transfer and assignment functions, asset management, investor communications,
printing and other administrative services. RCC and its affiliates received
management fees and reimbursements for general and administrative costs incurred
in connection with these services, the amount of which was limited by the
provisions of the Partnership Agreement. In order to assist in the transition
from PBP to RCC as General Partner, RCC has engaged PBP to perform certain of
the forgoing securities and will pay PBP from amounts which would otherwise be
payable to RCC pursuant to the terms of the Partnership Agreement. The costs and
expenses incurred to the General Partner (prior to October 1, 1997 PBP and
thereafter RCC )were:
Three Months Ended Nine Months Ended
December 31, December 31,
----------------------- -----------------------
1997 1996 1997 1996
----------------------- -----------------------
Management fees $59,718 $ 91,435 $221,401 $212,931
Local adminis-
trative fees 5,062 5,062 15,186 15,186
General and
administrative 3,000 9,456 45,552 64,641
------- -------- -------- --------
$67,780 $105,953 $282,139 $292,758
======= ======== ======== ========
Pursuant to the Purchase Agreement, PBP and PBSLP forgave all deferred and
unpaid fees due to them by the Partnership and the Local Partnerships (see Note
1 for further information). The aggregate amount of such deferred and unpaid
fees totaled $1,048,871 and is reflected in the Consolidated Statement of
Changes in Partners' Capital as a capital contribution. PBP forgave $799,618
related to management fees that had been deferred since January 1, 1995 and
$104,400 of general and administrative fees that had been deferred since April
1, 1996. PBSLP, an affiliate of PBP, acting as a special limited partner for
each of the Local
11
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1997
(Unaudited)
Partnerships and entitled to up to $2,750 per year as a local administrative
fee, forgave $144,853 of such fees.
See Note 1 with respect to certain changes in the fees payable to the General
Partner after October 1, 1997.
In May 1997, the management company for Summer Creek Villas and Cutler Canal II,
an affiliate of the Local General Partner, was sold to a third party.
Accordingly, at December 31, 1997, the properties owned by four of the Local
Partnerships are managed by a Local General Partner or its affiliates.
The Partnership maintained an account with the Prudential Tax Free Money Fund,
an affiliate of PBP, for investment of its available cash in short-term
instruments through October 31, 1997.
Prudential Securities Incorporated, an affiliate of PBP, owns 56 BUC$ at
December 31, 1997.
12
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership invested in eight Local Partnerships that are owners of
low-income multi-family residential complexes. The Local Partnerships are
operated in accordance with the low-income housing rules and regulations in
order to protect the related tax credits. The Partnership's primary source of
funds is rental revenues which are fully utilized at the property level. A
working capital reserve ($213,000 at December 31, 1997) is maintained to fund
Partnership level expenses. The working capital reserve is invested in a
tax-free money fund. Pursuant to the Purchase Agreement, PBP and PBSLP forgave
all deferred and unpaid fees due to them by the Partnership and the Local
Partnerships (see Note 1 to the consolidated financial statements for further
information). The aggregate amount of such deferred and unpaid fees totaled
$1,048,871 and is reflected in the Consolidated Statement of Changes in
Partners' Capital as a capital contribution.
At the Local Partnership level, certain Local General Partners and/or their
affiliates have made guarantees with respect to the Local Partnerships which,
under certain circumstances, require their funding cash flow deficits pursuant
to operating deficit guaranty agreements. These operating deficit advances do
not bear interest and are repayable by the Local Partnership in accordance with
the respective Local Partnership agreement. As of December 31, 1997, there are
still operating deficit guaranty agreements in effect at Summer Creek Villas and
Papillion Heights.
The Summer Creek Villas Local Partnership continues to experience severe cash
flow deficits. The maximum funding obligation of the Local General Partner for
the initial guaranty period under the Summer Creek Villas operating deficit
guaranty agreement (which expired on December 31, 1996) was $3,392,000, of which
$1,818,000 was funded. Of the total funded, the Local General Partner has
elected to treat $933,000 as non-repayable advances. The Local General Partner
is also obligated to fund operating deficits during a second guaranty period
which commenced August 1996 and expires July 1999. The maximum funding
obligation during this second guaranty period is $924,000. Through December 31,
1997, the entire obligation has been funded pursuant to this second guaranty
period. However, as of December 31, 1997, the financial statements of the
Partnership include $1,940,000 as "Due to general partners and affiliates of
local partnerships" for the two guaranty periods under the Summer Creek Villas
operating deficit guaranty agreement due to the three-month lag in recording the
financial information of the Local Partnerships. The Local General
13
<PAGE>
Partner is currently negotiating for a modification of the current mortgage as
well as a possible refinance, which will reduce operating deficits. Also the
management agent has been replaced so as to implement a new strategy for
increasing property performance.
The Papillion Heights operating deficit guaranty agreement is in effect until
such date that the net operating income is sufficient to cover 115% of the debt
service for twelve consecutive months, as defined. Of the $170,000 maximum
funding obligation, $40,000 has been funded to date. In addition, the
Partnership's financial statements as of December 31, 1997 also reflect payables
of $150,000 under certain operating deficit guaranty agreements which have
expired.
The Local Partnerships have generated net operating income before debt service
and depreciation of $2,515,000 and $2,967,000 during the nine month periods
ended December 31, 1997 and 1996, respectively. Debt service payments (interest
and principal) made during the same periods were $3,177,000 and $3,051,000,
respectively.
Capital Improvements
To better market the property, the Local General Partner for Summer Creek Villas
has decided to divide the apartment complex into two individual entities called
the Arbors and the Crossings. Of the total of 770 units in the complex, the
Arbors has 362 apartments and the Crossings has 408 apartments. Capital
improvements at Summer Creek Villas are projected to be approximately $600,000
for the year ended March 31, 1998 which the Local Partnership having expended
$318,000 during the nine months ended December 31, 1997. A portion of these
capitalized costs were funded through operating deficit guaranty funding
obligations of the Local General Partner. The remainder of these capitalized
costs will be funded by the Local General Partner through additional loans to
the Local Partnership.
Results of Operations
The operating results of the Local Partnerships consolidated herein are for the
nine month periods ended September 30. Information disclosed below with respect
to each Local Partnership is consistent with this method of presentation.
14
<PAGE>
Net operating income before debt service and depreciation of the Local
Partnerships was as follows:
Nine Months Ended
December 31,
-------------------------------
1997 1996
-------------------------------
Property
Hubbard's Ridge $ 118,000 $ 155,000
Cutler Canal II 331,000 375,000
Diamond Street 40,000 59,000
Papillion Heights 92,000 100,000
Hill Top Homes 203,000 243,000
Summer Creek Villas 1,289,000 1,769,000
Brookland Park Plaza 313,000 153,000
Compton Townhouses 129,000 113,000
---------- ----------
$2,515,000 $2,967,000
========== ==========
Rental income decreased $58,000 and $189,000 for the three and nine months ended
December 31, 1997 as compared to 1996 mainly as a result of decreases at Summer
Creek Villas and Hubbard's Ridge due to lower average occupancies, partially
offset by increases at Hill Top Homes and Diamond Street due to higher rental
rates.
Operating and other expense increased $66,000 and $147,000 for the three and
nine months ended December 31, 1997 as compared to 1996 primarily due to an
increase in advertising, management salaries and referral fees at Summer Creek
Villas partially offset by a decrease in utility expenses.
Taxes and insurance expense decreased $46,000 for the three months ended
December 31, 1997 as compared to 1996. The variance was mainly due to decreases
at Hubbard's Ridge, Summer Creek Villas and Cutler Canal II as a result of the
timing of recording both real estate taxes and property insurance.
Repairs and maintenance expense increased $191,000 and $294,000 for the three
and nine months ended December 31, 1997 as compared to 1996 mainly due to an
increase at Summer Creek Villas resulting from higher maintenance salaries,
contract services and general maintenance costs as well as increases at Hill Top
Homes, Cutler Canal II and Brookland Park Plaza from higher general maintenance
costs.
General and administrative expenses increased $22,000 and $69,000 for the three
and nine months ended December 31, 1997 as compared to 1996 due to an increase
in costs to administer the
15
<PAGE>
Partnership as well as increases at Cutler Canal II, Hubbard's Ridge and Summer
Creek Villas resulting from the timing of accruals for professional fees
compared to the prior year.
Comparative third quarter 1997 and 1996 operating results generally reflect the
trends discussed for the nine month periods.
Property Information
Occupancies at the Local Partnerships were as follows:
September 30,
---------------------------
1997 1996
---------------------------
Property
Hubbard's Ridge 91% 81%
Cutler Canal II 97 89
Diamond Street 98 92
Papillion Heights 92 96
Hill Top Homes 92 88
Summer Creek Villas 84 86
Brookland Park Plaza 99 100
Compton Townhouses 100 97
(Occupancies are calculated by dividing occupied units by total available
units.)
The Partnership holds a 66.5% interest in Summer Creek Villas, a 98% interest in
Hubbard's Ridge, Hill Top Homes and Compton Townhouses and a 98.99% interest in
Cutler Canal II, Diamond Street, Papillion Heights and Brookland Park Plaza.
There were no significant changes in occupancies at the above properties as of
February 2, 1998.
16
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
This information is incorporated by reference to Note 1 to the
consolidated financial statements filed herewith in Item I of Part 1 to the
Registrant's Quarterly Report.
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information
On October 1, 1997, PBP withdrew as the general partner and transferred
its general partner interest to RCC ( See Note 1 to the financial statements).
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Description:
Agreement of Limited Partnership as adopted on May 3, 1989 and
Amendments thereto dated May 25, 1989 and June 21, 1989 (1)
Form of Amended and Restated Agreement of Limited Partnership
(included in Prospectus as Exhibit A)(2)
Form of Purchase and Sale Agreement pertaining to the
Partnership's Acquisition of Local Partnership Interests (2)
Form of Amended and Restated Agreement of Local Limited
Partnership of Local Partnerships (2)
Amendment to Certificate of Limited Partnership dated October
1, 1997 (3)
Amendment Number 1 to Prudential-Bache Tax Credit Properties
L.P. Amended and Restated Agreement of Limited Partnership, dated October 1,
1997 (3)
Financial Data Schedule (filed herewith).
17
<PAGE>
(b) Reports on Form 8-K
Registrant's Current Report on Form 8-K dated October 1, 1997, as
filed with the Securities and Exchange Commission on October 15, 1997, relating
to (i) Item 1 regarding Prudential-Bache Properties, Inc.'s withdrawal as
general partner and the transfer of its general partner interest to RCC Partners
96, L.L.C and (ii) Item 5 regarding the amendments made to the Partnership
Agreement.
Registrant's Current Report on Form 8-K/A dated October 1, 1997,
as filed with the Securities and Exchange Commission on October 17, 1997,
regarding an amendment to Item 5 of the Form 8-K filed on October 15, 1997.
(1) Filed as a exhibit to Pre-Effective Amendment No. 1 to
Form S-11 Registration Statement (No. 33-28571) (the "Registration Statement")
and incorporated herein by reference.
(2) Filed as an exhibit to Pre-Effective Amendment No. 2 to
Form S-11 Registration Statement and incorporated herein by reference.
(3) Filed as an exhibit to Registrant's Current Report on Form
8-K dated October 1, 1997 and incorporated herein by reference.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PATRIOT TAX CREDIT PROPERTIES L.P.
(Registrant)
By: RCC PARTNERS 96, L.L.C.,
General Partner
Date: February 9, 1998
By: /s/ Alan P. Hirmes
-----------------------
Alan P. Hirmes
Chief Financial Officer
Date: February 9, 1998
By: /s/ Glenn F. Hopps
-----------------------
Glenn F. Hopps
Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for Patriot Tax Credit Properties L.P.
and is qualified in its entirety by reference to
such financial statements
</LEGEND>
<CIK> 0000850184
<NAME> Patriot Tax Credit Properties L.P.
<MULTIPLIER> 1
<S> <C>
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