Delaware
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13-3458875
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(State or Other Jurisdiction of Organization)
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(I.R.S. Employer Incorporation or Identification No.)
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Richman Tax Credit Properties L.P.
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340 Pemberwick Road
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Greenwich, Connecticut
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06831
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(Address of Principal Executive Offices)
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(Zip Code)
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Table of Contents
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Page
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Item 1.
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Financial Statements.
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Balance Sheets
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3
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Statements of Operations and Comprehensive Income (Loss)
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4
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Statements of Cash Flows
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5
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Notes to Financial Statements
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7
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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9
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Item 3.
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Quantitative and Qualitative Disclosure About Market Risk.
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12
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Item 4.
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Controls and Procedures.
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12
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December 30,
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March 30,
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|||||||
2013
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2013
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ASSETS
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||||||||
Cash and cash equivalents
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$ | 126,287 | $ | 2,286,126 | ||||
Investment in Pemberwick Fund - a short duration bond fund
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1,849,485 | 928,287 | ||||||
$ | 1,975,772 | $ | 3,214,413 | |||||
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
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||||||||
Liabilities
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||||||||
Accounts payable and accrued expenses
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$ | 14,375 | $ | 54,630 | ||||
Payable to general partner and affiliates
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4,172 | 27,088 | ||||||
18,547 | 81,718 | |||||||
Commitments and contingencies
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||||||||
Partners' equity (deficit)
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||||||||
General partner
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(346,133 | ) | (334,477 | ) | ||||
Limited partners (41,286 units of limited partnership interest outstanding)
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2,301,525 | 3,456,864 | ||||||
Accumulated other comprehensive income
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1,833 | 10,308 | ||||||
1,957,225 | 3,132,695 | |||||||
$ | 1,975,772 | $ | 3,214,413 |
Three Months
Ended
December 30,
2013
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Nine Months
Ended
December 30,
2013
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Three Months
Ended
December 30,
2012
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Nine Months
Ended
December 30,
2012
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|||||||||||||
REVENUE
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||||||||||||||||
Interest
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$ | 10,996 | $ | 20,296 | $ | 5,884 | $ | 12,821 | ||||||||
TOTAL REVENUE
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10,996 | 20,296 | 5,884 | 12,821 | ||||||||||||
EXPENSES
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||||||||||||||||
Administration fees
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9,629 | 43,246 | 17,393 | 54,722 | ||||||||||||
Management fee
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9,197 | 41,303 | 16,611 | 52,262 | ||||||||||||
Professional fees
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7,536 | 36,967 | 15,380 | 47,184 | ||||||||||||
State of New Jersey filing fee
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17,840 | 53,520 | ||||||||||||||
Printing, postage and other
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15,628 | 21,409 | 5,440 | 12,935 | ||||||||||||
TOTAL EXPENSES
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41,990 | 142,925 | 72,664 | 220,623 | ||||||||||||
(30,994 | ) | (122,629 | ) | (66,780 | ) | (207,802 | ) | |||||||||
Equity in loss of investment in local partnerships
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(10,295 | ) | ||||||||||||||
LOSS PRIOR TO GAIN ON SALE OF LIMITED PARTNER INTERESTS/ LOCAL PARTNERSHIP PROPERTIES
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(30,994 | ) | (122,629 | ) | (66,780 | ) | (218,097 | ) | ||||||||
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES
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30,539 | 1,705,243 | ||||||||||||||
NET INCOME (LOSS)
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(30,994 | ) | (122,629 | ) | (36,241 | ) | 1,487,146 | |||||||||
Other comprehensive income (loss) - Pemberwick Fund
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(3,887 | ) | (8,475 | ) | (1,794 | ) | 8,160 | |||||||||
COMPREHENSIVE INCOME (LOSS)
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$ | (34,881 | ) | $ | (131,104 | ) | $ | (38,035 | ) | $ | 1,495,306 | |||||
NET INCOME (LOSS) ATTRIBUTABLE TO
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General partner
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$ | (310 | ) | $ | (1,226 | ) | $ | (363 | ) | $ | 14,871 | |||||
Limited partners
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(30,684 | ) | (121,403 | ) | (35,878 | ) | 1,472,275 | |||||||||
$ | (30,994 | ) | $ | (122,629 | ) | $ | (36,241 | ) | $ | 1,487,146 | ||||||
NET INCOME (LOSS) per unit of limited partnership interest (41,286 units of limited partnership interest)
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$ | (.74 | ) | $ | (2.94 | ) | $ | (.87 | ) | $ | 35.66 |
2013
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2012
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|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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Interest received
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$ | 20,296 | $ | 12,821 | ||||
Cash paid for
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Administration fees
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(56,465 | ) | (84,335 | ) | ||||
Management fees
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(51,000 | ) | (100,311 | ) | ||||
Professional fees
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(70,142 | ) | (58,294 | ) | ||||
State of New Jersey filing fee
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(1,438 | ) | (83,950 | ) | ||||
Printing, postage and other expenses
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(27,051 | ) | (14,973 | ) | ||||
Net cash used in operating activities
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(185,800 | ) | (329,042 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES
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Investments in Pemberwick Fund
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(1,913,957 | ) | (10,661 | ) | ||||
Redemptions from Pemberwick Fund
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984,284 | 258,431 | ||||||
Distributions received from local partnerships
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87,500 | |||||||
Proceeds in connection with sale of limited partner interests/local partnership properties
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2,263,340 | |||||||
Net cash provided by (used in) investing activities
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(929,673 | ) | 2,598,610 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES
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Distributions to partners
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(1,044,366 | ) | ||||||
Net cash used in financing activities
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(1,044,366 | ) | ||||||
Net increase (decrease) in cash and cash equivalents
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(2,159,839 | ) | 2,269,568 | |||||
Cash and cash equivalents at beginning of period
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2,286,126 | 29,291 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
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$ | 126,287 | $ | 2,298,859 | ||||
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
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||||||||
Unrealized gain (loss) on investment in Pemberwick Fund
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$ | (8,475 | ) | $ | 8,160 |
2013
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2012
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|||||||
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES
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Net income (loss)
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$ | (122,629 | ) | $ | 1,487,146 | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities
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||||||||
Equity in loss of investment in local partnerships
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10,295 | |||||||
Gain on sale of limited partner interests/local partnership properties
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(1,705,243 | ) | ||||||
Decrease in accounts payable and accrued expenses
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(40,255 | ) | (43,578 | ) | ||||
Decrease in due to general partner and affiliates
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(22,916 | ) | (77,662 | ) | ||||
NET CASH USED IN OPERATING ACTIVITIES
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$ | (185,800 | ) | $ | (329,042 | ) |
1.
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Basis of Presentation
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2.
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Investment in Local Partnerships
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3.
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Investment in Pemberwick Fund
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4.
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Distributions to Partners
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5.
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Additional Information
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·
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Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting.
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·
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Registrant does not consolidate the accounts and activities of the Local Partnerships, which are considered Variable Interest Entities as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810; Subtopic 10 because Registrant is not considered the primary beneficiary. Registrant’s balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. Registrant’s exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the Local General Partners. In addition, the Local Partnerships’ partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships’ economic success. As a result of cumulative equity losses and distributions, and the sale of certain Local Partnerships’ Properties and/or Registrant’s Local Partnership Interests, Registrant’s investment in local partnerships reached a zero balance during the year ended March 30, 2013.
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Exhibit 31.1
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Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
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Exhibit 31.2
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Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
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Exhibit 32.1
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Section 1350 Certification of Chief Executive Officer.
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Exhibit 32.2
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Section 1350 Certification of Chief Financial Officer.
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Exhibit 101.ins
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XBRL Instance.*
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Exhibit 101.xsd
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XBRL Schema.*
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Exhibit 101.cal
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XBRL Calculation.*
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Exhibit 101.def
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XBRL Definition.*
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Exhibit 101.lab
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XBRL Label.*
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Exhibit 101.pre
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XBRL Presentation.*
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AMERICAN TAX CREDIT PROPERTIES L.P.
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(a Delaware limited partnership)
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By:Richman Tax Credit Properties L.P.,
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General Partner
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By:Richman Tax Credit Properties, Inc.,
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general partner
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Dated: February 5, 2014
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/s/David Salzman
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By: David Salzman
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Chief Executive Officer
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Dated: February 5, 2014
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/s/James Hussey
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By:James Hussey
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Chief Financial Officer
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Dated: February 5, 2014
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/s/Richard Paul Richman
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By:Richard Paul Richman
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Sole Director
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1.
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I have reviewed this quarterly report on Form 10-Q of American Tax Credit Properties L.P. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 5, 2014
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/s/David Salzman
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David Salzman
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Chief Executive Officer of Richman Tax Credit Properties, Inc., general partner of Richman Tax Credit Properties L.P., general partner of the registrant
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1.
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I have reviewed this quarterly report on Form 10-Q of American Tax Credit Properties L.P. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 5, 2014
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/s/James Hussey
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James Hussey
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Chief Financial Officer of Richman Tax Credit Properties, Inc., general partner of Richman Tax Credit Properties L.P., general partner of the registrant
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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2. Investment in Local Partnerships
|
9 Months Ended |
---|---|
Dec. 30, 2013
|
|
Notes | |
2. Investment in Local Partnerships | 2. Investment in Local Partnerships
The Partnership initially acquired limited partner equity interests (the Local Partnership Interests) in nineteen partnerships (the Local Partnerships) representing capital contributions in the aggregate amount of $36,228,149, which includes voluntary advances (the Advances) made to certain Local Partnerships and all of which has been paid. As of December 30, 2013, the Partnership holds a Local Partnership Interest in two Local Partnerships (see discussion below regarding the potential sale of the Partnerships remaining Local Partnership Interests). The Partnership has no legal obligation to fund any operating deficits of the Local Partnerships. The results of operations of the Local Partnerships are provided by the general partners of the Local Partnerships (the Local General Partners) on an unaudited basis during interim periods.
In the event the operations of a Local Partnership result in a loss, equity in loss of each investment in Local Partnership allocated to the Partnership is recognized to the extent of the Partnerships investment balance in each Local Partnership. Equity in loss in excess of the Partnerships investment balance in a Local Partnership is allocated to other partners capital in any such Local Partnership. As a result of cumulative equity losses and distributions, and the sale of certain Local Partnerships Properties and/or the Partnerships Local Partnership Interests, the Partnerships investment in local partnerships reached a zero balance during the year ended March 30, 2013.
During the nine months ended December 30, 2013, the Partnership sold its Local Partnership Interest in Cobbet Hill Associates Limited Partnership (Cobbet) to one of the Local General Partners of Cobbet; there were no proceeds in connection with the sale. One of the Local General Partners of Cobbet is an affiliate of the General Partner; such Local General Partner was not involved in the sale.
During the year ended March 30, 2013, the Partnership entered into contracts to sell its Local Partnership Interests in Santa Juanita Limited Dividend Partnership (Santa Juanita) and Vista del Mar Limited Dividend Partnership (Vista del Mar) to an affiliate of the Local General Partners of Santa Juanita and Vista del Mar; there will be no proceeds in connection with the proposed sales. Such Local Partnerships have the same Local General Partner. The proposed sales are subject to the approval of the United States Department of Housing and Urban Development (HUD); there can be no assurance that HUD will approve either or both of the contracts. |
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1. Basis of Presentation
|
9 Months Ended |
---|---|
Dec. 30, 2013
|
|
Notes | |
1. Basis of Presentation | 1. Basis of Presentation
The accompanying unaudited financial statements of American Tax Credit Properties L.P. (the Partnership) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. They do not include all information and footnotes required by GAAP for complete financial statements. In the opinion of the general partner of the Partnership (the General Partner), the accompanying unaudited financial statements include all adjustments necessary to present fairly the financial position as of December 30, 2013 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 nine months ended December 30, 2013 are not necessarily indicative of the results that may be expected for the entire year. |
BALANCE SHEETS (USD $)
|
Dec. 30, 2013
|
Mar. 30, 2013
|
---|---|---|
ASSETS | ||
Cash and cash equivalents | $ 126,287 | $ 2,286,126 |
Investment in Pemberwick Fund - a short duration bond fund | 1,849,485 | 928,287 |
Total assets | 1,975,772 | 3,214,413 |
Liabilities | ||
Accounts payable and accrued expenses | 14,375 | 54,630 |
Payable to general partner and affiliates | 4,172 | 27,088 |
Total liabilities | 18,547 | 81,718 |
Commitments and contingencies | ||
Partners' equity (deficit) | ||
General partner | (346,133) | (334,477) |
Limited partners (41,286 units of limited partnership interest outstanding) | 2,301,525 | 3,456,864 |
Accumulated other comprehensive income | 1,833 | 10,308 |
Total equity (deficit) | 1,957,225 | 3,132,695 |
Total liabilities & equity (deficit) | $ 1,975,772 | $ 3,214,413 |
STATEMENTS OF CASH FLOWS - CONTINUED (USD $)
|
9 Months Ended | |
---|---|---|
Dec. 30, 2013
|
Dec. 30, 2012
|
|
STATEMENTS OF CASH FLOWS - CONTINUED | ||
Net income (loss) | $ (122,629) | $ 1,487,146 |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Equity in loss of investment in local partnerships | 10,295 | |
Gain on sale of limited partner interests/local partnership properties | (1,705,243) | |
Decrease in accounts payable and accrued expenses | (40,255) | (43,578) |
Decrease in due to general partner and affiliates | (22,916) | (77,662) |
Net cash used in operating activities | $ (185,800) | $ (329,042) |
BALANCE SHEETS PARENTHETICAL
|
Dec. 30, 2013
|
Mar. 30, 2013
|
---|---|---|
BALANCE SHEETS PARENTHETICAL | ||
Units of limited partnership interest outstanding | 41,286 | 41,286 |
Document and Entity Information
|
9 Months Ended | |
---|---|---|
Dec. 30, 2013
|
Feb. 05, 2014
|
|
Document and Entity Information | ||
Entity Registrant Name | AMERICAN TAX CREDIT PROPERTIES LP | |
Document Type | 10-Q | |
Document Period End Date | Dec. 30, 2013 | |
Amendment Flag | false | |
Entity Central Index Key | 0000830159 | |
Current Fiscal Year End Date | --03-30 | |
Entity Common Stock, Shares Outstanding | 41,286 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q3 |
5. Additional Information
|
9 Months Ended |
---|---|
Dec. 30, 2013
|
|
Notes | |
5. Additional Information | 5. Additional Information
Additional information, including the audited March 30, 2013 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, 2013 on file with the Securities and Exchange Commission. |
4. Distributions To Partners
|
9 Months Ended |
---|---|
Dec. 30, 2013
|
|
Notes | |
4. Distributions To Partners | 4. Distributions to Partners
During the nine months ended December 30, 2013, the Partnership made a distribution to its limited partners (the Limited Partners) of $25 per unit of limited partnership interest to unit holders of record as of August 30, 2013. Part of the distribution included the payment of non-resident withholding taxes on behalf of certain Limited Partners in connection with a Local Partnerships sale of its underlying Property and the resulting gain during the year ended December 31, 2012. The total distributions to the Limited Partners and the General Partner were $1,033,936 and $10,430, respectively. |
4. Distributions To Partners (Details) (USD $)
|
9 Months Ended |
---|---|
Dec. 30, 2013
|
|
Details | |
Distributions Per Limited Partnership Unit, Outstanding, Basic | $ 25 |
Distributions to partners | $ 1,033,936 |
General Partner Distributions | $ 10,430 |
2. Investment in Local Partnerships (Details) (USD $)
|
Dec. 30, 2013
|
---|---|
Details | |
Capital contributions in the aggregate | $ 36,228,149 |
3. Investment in Pemberwick Fund (Details) (USD $)
|
Dec. 30, 2013
|
---|---|
Details | |
Pemberwick Net Asset Value | $ 10.08 |
Unrealized gain reflected as accumulated other comprehensive income | $ 1,833 |
Aggregate interest revenue from investment in Pemberwick | $ 72,227 |
STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)
|
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Dec. 30, 2013
|
Dec. 30, 2012
|
Dec. 30, 2013
|
Dec. 30, 2012
|
|
STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||
NET INCOME (LOSS) | $ (30,994) | $ (36,241) | $ (122,629) | $ 1,487,146 |
Other comprehensive income (loss) - Pemberwick Fund | (3,887) | (1,794) | (8,475) | 8,160 |
COMPREHENSIVE INCOME (LOSS) | $ (34,881) | $ (38,035) | $ (131,104) | $ 1,495,306 |
3. Investment in Pemberwick Fund
|
9 Months Ended |
---|---|
Dec. 30, 2013
|
|
Notes | |
3. Investment in Pemberwick Fund | 3. Investment in Pemberwick Fund
The Partnership carries its investment in Pemberwick Fund, a short duration bond fund (Pemberwick) at estimated fair value. The fair value of the Partnerships investment in Pemberwick is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements as defined in Accounting Standards Codification (ASC) Topic 820. Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access. Pemberwicks net asset value (NAV) is $10.08 per share as of December 30, 2013. An unrealized gain of $1,833 is reflected as accumulated other comprehensive income in the accompanying unaudited balance sheet as of December 30, 2013. As of December 30, 2013, the Partnership has earned $72,227 of interest revenue from its investment in Pemberwick. |