Delaware
|
13-3495678
|
(State or Other Jurisdiction of Organization)
|
(I.R.S. Employer Identification No.)
|
Richman Tax Credit Properties II L.P.
340 Pemberwick Road Greenwich, Connecticut |
06831 |
(Address of Principal Executive Offices)
|
(Zip Code)
|
Registrant's Telephone Number, Including Area Code:
|
(203) 869-0900
|
Securities Registered Pursuant to Section 12(b) of the Act:
|
|
None
|
None
|
(Title of Each Class)
|
(Name of Each Exchange on Which Registered)
|
Securities Registered Pursuant to Section 12(g) of the Act:
|
|
Units of Limited Partnership Interest
|
|
(Title of Class)
|
Name of Local Partnership
Name of apartment complex |
Number
of rental |
Capital
contribution |
Mortgage
loans payable
as of
December 31, |
Subsidy
(see footnotes)
|
||||||||||
1989 Westview Arms Limited Partnership (4), (15)
Westview Arms Dumas, Arkansas |
60 |
$
|
130,796
|
$
|
--
|
(4
|
)
|
|
||||||
2000-2100 Christian Street Associates (3), (17)
Christian Street Apartments II Philadelphia, Pennsylvania |
57 |
1,654,764
|
--
|
(3
|
)
|
|
||||||||
Ann Ell Apartments Associates, Ltd. (3), (17)
Ann Ell Apartments Miami Beach, Florida |
54 |
1,411,983 |
--
|
(3
|
)
|
|
||||||||
Auburn Hills Apartments Limited
Partnership (3), (6)
Auburn Hills Apartments Cabot, Arkansas |
24 |
201,649 |
--
|
(3
|
)
|
|
||||||||
Auburn Hills Townhouses Limited
Partnership (3)
Auburn Hills Townhouse Apartments Pontiac, Michigan |
250 |
3,206,110 |
--
|
(3
|
)
|
|||||||||
Batesville Family, L.P. (3), (11)
Westridge Apartments Batesville, Mississippi |
48 |
160,741 |
(2) |
--
|
(3
|
)
|
||||||||
Browning Road Phase I, L.P. (3), (12)
Browning Road Apartments, Phase I Greenwood, Mississippi |
60 |
197,808
|
--
|
(3
|
)
|
|||||||||
Bruce Housing Associates, L.P. (3), (5)
Bruce Family Apartments Bruce, Mississippi |
40 |
122,814 |
(2) |
--
|
(3
|
)
|
||||||||
Canton Partners, L.P. (3), (11)
Pecan Village Canton, Mississippi |
48 |
380,199 |
--
|
(3
|
)
|
|||||||||
Carrington Limited Dividend Housing
Association Limited Partnership (3)
Carrington Place Farmington Hills, Michigan |
100 |
1,058,976 |
(2) |
--
|
(3
|
)
|
||||||||
Christian Street Associates Limited
Partnership (3), (17)
Christian Street Apartments Philadelphia, Pennsylvania |
72 |
2,610,886 |
--
|
(3
|
)
|
|||||||||
Cityside Apartments, Phase II, L.P. (3)
Cityside Apartments Phase II Trenton, New Jersey |
107 |
6,592,092 |
--
|
(3
|
)
|
|||||||||
Cleveland Square, Ltd. (3)
Cleveland Square Apartments Cleveland, Texas |
48 |
223,327
|
--
|
(3
|
)
|
Name of Local Partnership
Name of apartment complex |
Number
of rental |
Capital
contribution |
Mortgage
loans payable
as of
December 31, |
Subsidy
(see footnotes)
|
||||||||||
College Avenue Apartments Limited
Partnership (3), (17) College Avenue Apartments Natchitoches, Louisiana |
41 |
$
|
501,348
|
$
|
--
|
(3)
|
|
|||||||
Corrigan Square, Ltd. (3)
Corrigan Square Apartments Corrigan, Texas |
96 |
372,833
|
--
|
(3)
|
|
|||||||||
DeQueen Villas Limited Partnership
(3), (13) DeQueen Villas Apartments DeQueen, Arkansas |
7 |
296,051 |
--
|
(3)
|
|
|||||||||
Dermott Villas Limited Partnership (3)
Dermott Villas Dermott, Arkansas |
32 |
272,802 |
--
|
(3)
|
|
|||||||||
Eagle View, Ltd. (3), (7)
Eagle View Apartments Clearfield, Kentucky |
14 |
102,850 |
--
|
(3)
|
||||||||||
Elm Hill Housing Limited
Partnership (3) Elm Hill Housing Boston, Massachusetts |
142 |
5,712,391 |
--
|
(3)
|
||||||||||
Eudora Manor Limited Partnership
(3), (13) Eudora Manor Apartments Eudora, Arkansas |
37 |
188,838
|
--
|
(3)
|
||||||||||
Forest Village Housing
Partnership (3), (17) Forest Village Apartments Auburn, Washington |
89 |
1,706,079 |
--
|
(3)
|
||||||||||
Harborside Housing Limited
Partnership (3) Cal-View Apartments East Chicago, Indiana |
255 |
1,789,434 |
--
|
(3)
|
||||||||||
Hill Com I Associates Limited
Partnership (4), (14) Hill Com I Apartments Pittsburgh, Pennsylvania |
67 |
887,635 |
--
|
(4)
|
||||||||||
Hill Com II Associates Limited
Partnership (4), (14) Hill Com II Apartments Pittsburgh, Pennsylvania |
48 |
683,172 |
--
|
(4)
|
||||||||||
Hughes Manor Limited Partnership (3)
Hughes Manor Hughes, Arkansas |
32 |
287,261 |
--
|
(3)
|
||||||||||
Ivy Family, L.P. (3), (5)
Ivy Apartments Louisville, Mississippi |
32 |
90,878
|
(2) |
--
|
(3)
|
Name of Local Partnership
Name of apartment complex |
Number
of rental |
Capital
contribution |
Mortgage
loans payable
as of
December 31, |
Subsidy
(see footnotes)
|
||||||||||||
Lakeside Housing Limited
Partnership (4), (9)
Lakeside Garden Apartments East Chicago, Indiana |
312 |
$
|
3,147,863
|
$
|
--
|
(4)
|
|
|||||||||
Lawrence Road Properties, Ltd. (3), (11)
Hillcrest Apartments Newton, Mississippi |
24 |
83,013
|
(2)
|
--
|
(3)
|
|
||||||||||
Lexington Estates Ltd., A
Mississippi Limited Partnership (3), (12)
Lexington Estates Lexington, Mississippi |
24 |
176,225 |
--
|
(3)
|
|
|||||||||||
Littleton Avenue Community Village, L.P.
Littleton Avenue Community Village Newark, New Jersey |
102 |
3,087,138 |
4,303,080 |
(1
|
)
|
|||||||||||
Lula Courts Ltd., L.P. (3), (12)
Lula Courts Lula, Mississippi |
24 |
176,645 |
--
|
(3)
|
||||||||||||
Magee Elderly, L.P. (3), (11)
Eastgate Manor Magee, Mississippi |
24 |
150,952 |
--
|
(3)
|
||||||||||||
Mirador del Toa Limited
Partnership (3)
Mirador del Toa Apartments Toa Alta, Puerto Rico |
48 |
186,717
|
(2)
|
--
|
(3)
|
|||||||||||
Nixa Heights Apartments, L.P. (3)
Nixa Heights Apartments Nixa, Missouri |
40 |
250,030 |
--
|
(3)
|
||||||||||||
North Hills Farms Limited
Partnership (3)
North Hills Farms Apartments Pontiac, Michigan |
525 |
3,443,762 |
--
|
(3)
|
||||||||||||
Patton Place Limited Partnership (4), (16)
Patton Street Apartments Springfield, Massachusetts |
24 |
794,044 |
--
|
(4)
|
||||||||||||
Plantersville Family, L.P. (3), (5)
Regal Ridge Apartments Plantersville, Mississippi |
24 |
152,268 |
--
|
(3)
|
||||||||||||
Powelton Gardens Associates (3)
Powelton Gardens Apartments West Philadelphia, Pennsylvania |
25 |
782,958 |
--
|
(3)
|
||||||||||||
Purvis Heights Properties, L.P. (3), (11)
Pineview Apartments Purvis, Mississippi |
40 |
128,419
|
(2)
|
--
|
(3)
|
|||||||||||
Queen Lane Investors (3)
Queen's Row Philadelphia, Pennsylvania |
29 |
603,552
|
(2)
|
--
|
(3)
|
Name of Local Partnership
Name of apartment complex |
Number
of rental |
Capital
contribution |
Mortgage
loans payable
as of
December 31, |
Subsidy
(see footnotes)
|
||||||||||
Renova Properties, L.P. (3), (5)
Hymon Lucas Manor Renova, Mississippi |
24 |
$
|
165,582
|
$
|
--
|
(3)
|
|
|||||||
Santa Juanita Limited Dividend
Partnership L.P. (3), (8) Santa Juanita Apartments Bayamon, Puerto Rico |
45 |
584,117
|
(2)
|
--
|
(3)
|
|
||||||||
Simpson County Family, L.P. (3), (5)
Azalea Apartments Magee, Mississippi |
24 |
211,823 |
--
|
(3)
|
|
|||||||||
Summers Village Limited Partnership
(3), (7) Summers Village Apartments Summersville, West Virginia |
24 |
194,674 |
--
|
(3)
|
|
|||||||||
Tchula Courts Apartments, L.P. (3), (12)
Tchula Courts Apartments Tchula, Mississippi |
24 |
150,984 |
--
|
(3)
|
||||||||||
The Pendleton (A Louisiana
Partnership in Commendam) (3), (17) The Pendleton Shreveport, Louisiana |
36 |
447,621 |
--
|
(3)
|
||||||||||
Trenton Heights Apartments, L.P. (3)
Trenton Heights Apartments Trenton, Mississippi |
40 |
100,434
|
--
|
(3)
|
||||||||||
Twin Pine Family, L.P. (3), (5)
Twin Pine Apartments Louisville, Mississippi |
24 |
163,172 |
--
|
(3)
|
||||||||||
Village Creek Limited Partnership (3), (10)
Village Creek Apartments Arkadelphia, Arkansas |
40 |
288,216 |
--
|
(3)
|
||||||||||
York Park Associates Limited
Partnership (3) York Park Apartments Dundalk, Maryland |
80 |
2,146,200 |
--
|
(3)
|
||||||||||
$ | 48,460,126 | $ | 4,303,080 |
(1)
|
The Local Partnership's debt structure includes a principal and interest payment subsidy.
|
(2)
|
Reflects amount attributable to Registrant only.
|
(3)
|
The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheets of the Local Partnerships as of December 31, 2015 and 2014 in Note 5 to the accompanying financial statements.
|
(4)
|
The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheet of the Local Partnerships as of December 31, 2015 in Note 5 to the accompanying financial statements.
|
(5)
|
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in January 2014; such Local Partnerships have the same Local General Partner. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements does not include any results of operations for such Local Partnerships.
|
(6)
|
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in January 2014. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements does not include any results of operations for such Local Partnership.
|
(7)
|
Registrant sold its Local Partnership Interest to the Local General Partner or affiliates thereof in March 2014; the Local General Partners of such Local Partnerships are affiliates of each other. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
|
(8)
|
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in March 2014. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
|
(9)
|
The Local Partnership sold its underlying Property in October 2014 but was not formally dissolved until 2015. The combined statement of operations of the Local Partnerships for the year ended December 31, 2015 included in Note 5 to the accompanying financial statements does not include any results of operations for such Local Partnership.
|
(10)
|
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in December 2014. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2014.
|
(11)
|
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in December 2014; such Local Partnerships have the same Local General Partner. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2014.
|
(12)
|
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in December 2014; such Local Partnerships have the same Local General Partner. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnerships for all of 2014.
|
(13)
|
Registrant sold its Local Partnership Interest to unaffiliated entities in December 2014; such Local Partnerships have the same Local General Partners. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnerships for all of 2014.
|
(14)
|
Registrant sold its Local Partnership Interest to one of the Local General Partners in September 2015; such Local Partnerships have the same Local General Partners. The combined statement of operations of the Local Partnerships for the year ended December 31, 2015 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnerships through the date of sale (see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, herein).
|
(15)
|
The Local Partnership sold its underlying Property in December 2015. The combined statement of operations of the Local Partnerships for the year ended December 31, 2015 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2015 (see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, herein).
|
(16)
|
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partners in December 2015. The combined statement of operations of the Local Partnerships for the year ended December 31, 2015 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2015 (see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, herein).
|
(17)
|
Capital contribution includes voluntary advances made to the Local Partnership.
|
·
|
Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting.
|
·
|
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 in a prior year.
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
15
|
Balance Sheets
|
16
|
Statements of Operations and Comprehensive Income (Loss)
|
17
|
Statements of Changes in Partners' Equity (Deficit)
|
18
|
Statements of Cash Flows
|
19
|
Notes to Financial Statements
|
21
|
2016
|
2015
|
|||||||
ASSETS
|
||||||||
Cash and liquid investments
|
||||||||
Cash and cash equivalents
|
$
|
560,502
|
$
|
265,061
|
||||
Investment in Pemberwick Fund - a short duration bond fund
|
3,463,931
|
6,884,812
|
||||||
Total cash and liquid investments
|
4,024,433
|
7,149,873
|
||||||
Due from local partnerships
|
869,404
|
|||||||
$
|
4,024,433
|
$
|
8,019,277
|
|||||
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
|
||||||||
Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
124,543
|
$
|
52,134
|
||||
Payable to general partner and affiliates
|
19,823
|
33,951
|
||||||
144,366
|
86,085
|
|||||||
Commitments and contingencies
|
||||||||
Partners' equity (deficit)
|
||||||||
General partner
|
(453,966
|
)
|
(413,498
|
)
|
||||
Limited partners (55,746 units of limited partnership interest outstanding)
|
4,334,699
|
8,341,026
|
||||||
Accumulated other comprehensive income (loss)
|
(666
|
)
|
5,664
|
|||||
3,880,067
|
7,933,192
|
|||||||
$
|
4,024,433
|
$
|
8,019,277
|
2016
|
2015
|
|||||||
REVENUE
|
||||||||
Interest
|
$
|
36,481
|
$
|
71,458
|
||||
Other income from local partnerships
|
23,346
|
|||||||
TOTAL REVENUE
|
36,481
|
94,804
|
||||||
EXPENSES
|
||||||||
Administration fees - affiliate
|
37,388
|
76,374
|
||||||
Management fees - affiliate
|
37,388
|
76,374
|
||||||
Professional fees
|
67,027
|
55,375
|
||||||
State of New Jersey filing fee
|
116,772
|
52,214
|
||||||
Printing, postage and other
|
24,643
|
38,906
|
||||||
TOTAL EXPENSES
|
283,218
|
299,243
|
||||||
LOSS PRIOR TO GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES
|
(246,737
|
)
|
(204,439
|
)
|
||||
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES
|
423,124
|
4,723,044
|
||||||
NET INCOME
|
176,387
|
4,518,605
|
||||||
Reclassification of unrealized gain - Pemberwick Fund
|
(3,492
|
)
|
(9,383
|
)
|
||||
Other comprehensive loss - Pemberwick Fund
|
(2,838
|
)
|
(5,712
|
)
|
||||
Other comprehensive loss
|
(6,330
|
)
|
(15,095
|
)
|
||||
COMPREHENSIVE INCOME
|
$
|
170,057
|
$
|
4,503,510
|
||||
NET INCOME ATTRIBUTABLE TO
|
||||||||
General partner
|
$
|
1,764
|
$
|
45,186
|
||||
Limited partners
|
174,623
|
4,473,419
|
||||||
$
|
176,387
|
$
|
4,518,605
|
|||||
NET INCOME per unit of limited partnership interest (55,746 units of limited partnership interest)
|
$
|
3.13
|
$
|
80.25
|
General
Partner
|
Limited
Partners
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Total
|
|||||||||||||
Partners' equity (deficit), March 30, 2014
|
$
|
(427,922
|
)
|
$
|
6,912,860
|
$
|
20,759
|
$
|
6,505,697
|
|||||||
Net income
|
45,186
|
4,473,419
|
4,518,605
|
|||||||||||||
Distributions to partners
|
(30,762
|
)
|
(3,045,253
|
)
|
(3,076,015
|
)
|
||||||||||
Reclassification of unrealized gain - Pemberwick Fund
|
(9,383
|
)
|
(9,383
|
)
|
||||||||||||
Other comprehensive loss - Pemberwick Fund
|
(5,712
|
)
|
(5,712
|
)
|
||||||||||||
Partners' equity (deficit), March 30, 2015
|
(413,498
|
)
|
8,341,026
|
5,664
|
7,933,192
|
|||||||||||
Net income
|
1,764
|
174,623
|
176,387
|
|||||||||||||
Distributions to partners
|
(42,232
|
)
|
(4,180,950
|
)
|
(4,223,182
|
)
|
||||||||||
Reclassification of unrealized gain - Pemberwick Fund
|
(3,492
|
)
|
(3,492
|
)
|
||||||||||||
Other comprehensive loss - Pemberwick Fund
|
(2,838
|
)
|
(2,838
|
)
|
||||||||||||
Partners' equity (deficit), March 30, 2016
|
$
|
(453,966
|
)
|
$
|
4,334,699
|
$
|
(666
|
)
|
$
|
3,880,067
|
2016
|
2015
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Interest received
|
$
|
28,768
|
$
|
48,100
|
||||
Cash paid for
|
||||||||
Administration fees
|
(46,404
|
)
|
(70,073
|
)
|
||||
Management fees
|
(42,500
|
)
|
(74,000
|
)
|
||||
Professional fees
|
(54,089
|
)
|
(69,035
|
)
|
||||
State of New Jersey filing fee
|
(54,904
|
)
|
(45,266
|
)
|
||||
Printing, postage and other expenses
|
(27,040
|
)
|
(39,093
|
)
|
||||
Net cash used in operating activities
|
(196,169
|
)
|
(249,367
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Investments in Pemberwick Fund
|
(827,736
|
)
|
(3,512,123
|
)
|
||||
Redemptions from Pemberwick Fund
|
4,250,000
|
2,785,000
|
||||||
Distributions received from local partnerships
|
39,079
|
|||||||
Proceeds in connection with sale of limited partner interests/local partnership properties
|
1,292,528
|
3,642,121
|
||||||
Net cash provided by investing activities
|
4,714,792
|
2,954,077
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Distributions to partners
|
(4,223,182
|
)
|
(2,815,365
|
)
|
||||
Net cash used in financing activities
|
(4,223,182
|
)
|
(2,815,365
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
295,441
|
(110,655
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
265,061
|
375,716
|
||||||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
560,502
|
$
|
265,061
|
||||
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
|
||||||||
Unrealized loss on investment in Pemberwick Fund
|
$
|
(2,838
|
)
|
$
|
(5,712
|
)
|
||
Reclassification of unrealized gain on investment in Pemberwick Fund
|
$
|
(3,492
|
)
|
$
|
(9,383
|
)
|
||
Net increase in due from local partnerships included in gain on sale of limited partner interests/local partnership properties
|
$
|
861,860
|
||||||
Nonresident withholding taxes paid by a local partnership on behalf of the partners included in gain on sale of limited partner interests/local partnership properties and distributions to partners
|
$
|
260,650
|
2016
|
2015
|
|||||||
RECONCILIATION OF NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES
|
||||||||
Net income
|
$
|
176,387
|
$
|
4,518,605
|
||||
Adjustments to reconcile net income to net cash used in operating activities
|
||||||||
Gain on sale of limited partner interests/local partnership properties
|
(423,124
|
)
|
(4,723,044
|
)
|
||||
Other income from local partnerships
|
(23,346
|
)
|
||||||
Gain on redemptions from Pemberwick Fund
|
(7,713
|
)
|
(23,358
|
)
|
||||
Increase (decrease) in accounts payable and accrued expenses
|
72,409
|
(6,899
|
)
|
|||||
Increase (decrease) in payable to general partner and affiliates
|
(14,128
|
)
|
8,675
|
|||||
NET CASH USED IN OPERATING ACTIVITIES
|
$
|
(196,169
|
)
|
$
|
(249,367
|
)
|
1. | Organization, Purpose and Summary of Significant Accounting Policies |
1. | Organization, Purpose and Summary of Significant Accounting Policies (Continued) |
·
|
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access;
|
·
|
Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and
|
·
|
Level 3 inputs are unobservable inputs for the asset or liability that are typically based on an entity's own assumptions as there is little, if any, related market activity.
|
2. | Capital Contributions and Distributions |
3. | Cash and Cash Equivalents |
4. | Investment in Pemberwick Fund |
4. | Investment in Pemberwick Fund (Continued) |
5. | Investment in Local Partnerships |
5. | Investment in Local Partnerships (Continued) |
5. | Investment in Local Partnerships (Continued) |
2016
|
2015
|
|||||||
Investment in local partnerships as of March 30 - Partnership
|
$
|
--
|
$
|
--
|
||||
Carrying Value adjustments (see Note 1)
|
--
|
1,330,343
|
||||||
Distributions paid by Lakeside Housing after December 31, 2014
|
--
|
1,130,054
|
||||||
Investment in local partnerships as of December 31, 2015 and 2014 - Local Partnerships' combined balance sheets
|
$
|
--
|
$
|
2,460,397
|
2015
|
2014
|
|||||||
ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
59,863
|
$
|
2,479,602
|
||||
Rents receivable
|
19,989
|
141,545
|
||||||
Escrow deposits and reserves
|
121,865
|
298,963
|
||||||
Land
|
512,331
|
820,233
|
||||||
Buildings and improvements (net of accumulated depreciation of $6,834,349 and $12,637,208)
|
681,942
|
3,207,145
|
||||||
Other assets
|
107,087
|
264,510
|
||||||
$
|
1,503,077
|
$
|
7,211,998
|
|||||
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
|
||||||||
Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
154,795
|
$
|
985,529
|
||||
Due to related parties
|
89,577
|
530,791
|
||||||
Mortgage loans
|
4,303,080
|
6,747,505
|
||||||
Notes payable
|
790,551
|
242,676
|
||||||
Accrued interest
|
5,180,496
|
5,561,951
|
||||||
Other liabilities
|
82,870
|
97,956
|
||||||
10,601,369
|
14,166,408
|
|||||||
Partners' equity (deficit)
|
||||||||
American Tax Credit Properties II L.P.
|
||||||||
Capital contributions, net of distributions
|
3,072,138
|
4,488,474
|
||||||
Cumulative loss
|
(3,072,138
|
)
|
(2,028,077
|
)
|
||||
--
|
2,460,397
|
|||||||
General partners and other limited partners
|
||||||||
Capital contributions, net of distributions
|
(200,277
|
)
|
(4,236,274
|
)
|
||||
Cumulative loss
|
(8,898,015
|
)
|
(5,178,533
|
)
|
||||
(9,098,292
|
)
|
(9,414,807
|
)
|
|||||
(9,098,292
|
)
|
(6,954,410
|
)
|
|||||
$
|
1,503,077
|
$
|
7,211,998
|
2015
|
2014
|
|||||||
REVENUE
|
||||||||
Rental
|
$
|
2,074,591
|
$
|
8,014,998
|
||||
Interest and other
|
59,334
|
288,833
|
||||||
TOTAL REVENUE
|
2,133,925
|
8,303,831
|
||||||
EXPENSES
|
||||||||
Administrative
|
298,227
|
1,123,077
|
||||||
Payroll
|
312,351
|
1,067,806
|
||||||
Utilities
|
471,125
|
1,144,163
|
||||||
Operating and maintenance
|
697,670
|
1,740,936
|
||||||
Taxes and insurance
|
320,852
|
873,582
|
||||||
Financial
|
258,336
|
1,460,454
|
||||||
Depreciation and amortization
|
514,107
|
1,311,874
|
||||||
TOTAL EXPENSES
|
2,872,668
|
8,721,892
|
||||||
LOSS BEFORE GAIN ON SALE OF PROPERTY
|
(738,743
|
)
|
(418,061
|
)
|
||||
GAIN ON SALE OF PROPERTY
|
826,288
|
8,820,227
|
||||||
NET INCOME
|
$
|
87,545
|
$
|
8,402,166
|
||||
NET INCOME (LOSS) ATTRIBUTABLE TO
|
||||||||
American Tax Credit Properties II L.P.*
|
$
|
703,510
|
$
|
4,540,562
|
||||
General partners and other limited partners (includes Partnership losses in excess of investment of $660,096 and $949,412 and specially allocated income of $43,256 and $169,045)
|
(615,965
|
)
|
3,861,604 |
|||||
$
|
87,545
|
$
|
8,402,166
|
6. | Transactions with General Partner and Affiliates |
7. | Taxable Income |
2016
|
2015
|
|||||||
Financial statement net income for the years ended March 30, 2016 and 2015
|
$
|
176,387
|
$
|
4,518,605
|
||||
Add (less) net transactions occurring between
|
||||||||
January 1, 2014 to March 30, 2014
|
--
|
107,781
|
||||||
January 1, 2015 to March 30, 2015
|
1,084,878
|
(1,084,878
|
)
|
|||||
January 1, 2016 to March 30, 2016
|
22,217
|
--
|
||||||
Adjusted financial statement net income for the years ended December 31, 2015 and 2014
|
1,283,482
|
3,541,508
|
||||||
Management Fees and Administration Fees deductible for tax purposes when paid
|
(4,051
|
)
|
2,196
|
|||||
Gain on sale of limited partner interests/local partnership properties
|
737,723
|
4,310,061
|
||||||
Equity in income (loss) of investment in local partnerships
|
(79,858
|
)
|
5,286,662
|
|||||
Nondeductible flow-through expenses
|
6,343
|
-- | ||||||
Other income from local partnerships
|
--
|
(86,456
|
)
|
|||||
Other differences
|
(1,096
|
)
|
784
|
|||||
Tax return income for the years ended December 31, 2015 and 2014
|
$
|
1,942,543
|
$
|
13,054,755
|
2015
|
2014
|
|||||||
Investment in local partnerships - financial reporting
|
$
|
--
|
$
|
--
|
||||
Investment in local partnerships - tax
|
(8,975,477
|
)
|
(9,619,371
|
)
|
||||
$
|
8,975,477
|
$
|
9,619,371
|
8. | Fair Value of Financial Instruments |
Served in present
|
||
Name
|
capacity since1
|
Position held
|
Richard Paul Richman
|
October 26, 1988
|
Director
|
Brian Myers
|
June 19, 2015
|
President
|
James Hussey
|
January 20, 2009
|
Vice President and Treasurer
|
Gina K. Dodge
|
October 26, 1988
|
Vice President and Secretary
|
Charles L. Krafnick
|
February 1, 2001
|
Assistant Treasurer
|
2016
|
2015
|
|||||||
Audit Fees
|
$
|
27,000
|
$
|
27,000
|
||||
Audit-Related Fees
|
--
|
--
|
||||||
Tax Fees
|
$
|
21,750
|
$
|
13,750
|
||||
All Other Fees
|
--
|
--
|
(a) | Financial Statements, Financial Statement Schedules and Exhibits. |
(1) | Financial Statements. |
(2) | Financial Statement Schedules. |
(3) | Exhibits. |
Incorporated by
|
|||
Exhibit
|
Reference to
|
||
4.1
|
Amended and Restated Agreement of Limited Partnership of Registrant
|
Exhibit A to Registrant's Prospectus filed May 16, 1989 (File No. 33-25337)
|
|
10.01
|
1989 Westview Arms Limited Partnership
|
Exhibit 10.8 to Form 10-Q
|
|
Amended and Restated Certificate and
|
Report for the period ended September 29, 1990
|
||
Articles of Limited Partnership
|
(File No. 0-18405)
|
||
10.02
|
2000-2100 Christian Street Associates
|
Exhibit 10.8 to Form 10-Q
|
|
Amended and Restated Agreement of
|
Report for the period ended December 30, 1989
|
||
Limited Partnership
|
(File No. 33-25337)
|
||
10.03
|
Ann Ell Apartments Associates, Ltd.
|
Exhibit 10.1 to Form 10-Q
|
|
Second Amended and Restated Agreement of
|
Report for the period ended June 29, 1990
|
||
Limited Partnership
|
(File No. 0-18405)
|
||
10.04
|
Auburn Hills Apartments Limited
|
Exhibit 10.2 to Form 10-Q
|
|
Partnership Amended and
|
Report for the period ended June 29, 1990
|
||
Restated Certificate and Articles
|
(File No. 0-18405)
|
||
of Limited Partnership
|
|||
10.05
|
Auburn Hills Townhouses Limited
|
Exhibit 10.01 to Form 10-K
|
|
Partnership Amended and Restated
|
Report for the year ended March 30, 1990
|
||
Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.06
|
Batesville Family, L.P. Amended and
|
Exhibit 10.02 to Form 10-K
|
|
Restated Agreement of Limited
|
Report for the year ended March 30, 1990
|
||
Partnership
|
(File No. 0-18405)
|
||
10.07
|
Batesville Family, L.P. First
|
Exhibit 10.05 to Form 10-K
|
|
Amendment to the Amended and
|
Report for the year ended March 30, 1992
|
||
Restated Agreement of Limited Partnership
|
(File No 0-18405)
|
||
10.08
|
Amendment No. 1 to the Batesville Family, L.P.
|
Exhibit 10.06 to Form 10-K
|
|
Amended and Restated
|
Report for the year ended March 30, 1992
|
||
Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.09
|
Amendment No. 2 to the Batesville
|
Exhibit 10.1 to Form 10-Q
|
|
Family, L.P. Amended and Restated
|
Report for the period ended December 30, 1990
|
||
Agreement of Limited Partnership
|
(File No. 0-18405)
|
Incorporated by
|
|||
Exhibit
|
Reference to
|
||
10.10
|
Batesville Family, L.P. Amendment
|
Exhibit 10.1 to Form 10-Q
|
|
No. 3 to Amended and Restated
|
Report for the period ended December 30, 1991
|
||
Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.11
|
Browning Road Phase I, L.P.
|
Exhibit 10.1 to Form 10-Q
|
|
Amended and Restated Agreement
|
Report for the period ended September 29, 1990
|
||
of Limited Partnership
|
(File No. 0-18405)
|
||
10.12
|
Browning Road Phase I, L.P.
|
Exhibit 10.2 to Form 10-Q
|
|
First Agreement to Amended and
|
Report for the period ended September 29, 1990
|
||
Restated Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.13
|
Bruce Housing Associates, L.P.
|
Exhibit 10.03 to Form 10-K
|
|
Amended and Restated Agreement of
|
Report for the year ended March 30, 1990
|
||
Limited Partnership
|
(File No. 0-18405)
|
||
10.14
|
Amendment No. 1 to the
|
Exhibit 10.12 to Form 10-K
|
|
Bruce Housing Associates, L.P.
|
Report for the year ended March 30, 1992
|
||
Amended and Restated Agreement
|
(File No. 0-18405)
|
||
of Limited Partnership
|
|||
10.15
|
Bruce Housing Associates, L.P.
|
Exhibit 10.13 to Form 10-K
|
|
First Amendment to Amended and Restated
|
Report for the year ended March 30, 1992
|
||
Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.16
|
Amendment No. 2 to the Bruce Housing
|
Exhibit 10.2 to Form 10-Q
|
|
Associates, L.P. Amended and
|
Report for the period ended December 30, 1990
|
||
Restated Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.17
|
Bruce Housing Associates, L.P.
|
Exhibit 10.2 to Form 10-Q
|
|
Amendment No. 3 to the Amended
|
Report for the period ended December 30, 1991
|
||
and Restated Agreement of
|
(File No. 0-18405)
|
||
Limited Partnership
|
|||
10.18
|
Canton Partners, L.P.
|
Exhibit 10.2 to Form 10-Q
|
|
Amended and Restated Agreement of
|
Report for the period ended December 30, 1989
|
||
Limited Partnership
|
(File No. 33-25337)
|
||
10.19
|
Carrington Limited Dividend Housing
|
Exhibit 10.3 to Form 10-Q
|
|
Association Limited Partnership
|
Report for the period ended September 29, 1990
|
||
Amended and Restated Agreement
|
(File No. 0-18405)
|
||
of Limited Partnership
|
|||
10.20
|
Carrington Limited Dividend
|
Exhibit 10.4 to Form 10-Q
|
|
Housing Association Limited Partnership
|
Report for the period ended September 29, 1990
|
||
Second Amended and Restated
|
(File No. 0-18405)
|
||
Agreement of Limited Partnership
|
|||
10.21
|
Carrington Limited Dividend Housing Association
|
Exhibit 10.3 to Form 10-Q
|
|
Limited Partnership Amendment No. 1 to the
|
Report for the period ended December 30, 1990
|
||
Second Amended and Restated Agreement
|
(File No. 0-18405)
|
||
of Limited Partnership
|
|||
10.22
|
Christian Street Associates
|
Exhibit 10.2 to Form 10-Q
|
|
Limited Partnership Second Amended and
|
Report for the period ended September 29, 1989
|
||
Restated Agreement and Certificate
|
(File No. 33-25337)
|
||
of Limited Partnership
|
Incorporated by
|
|||
Exhibit
|
Reference to
|
||
10.23
|
Cityside Apartments, Phase II, L.P.
|
Exhibit 10.1 to Form 10-Q
|
|
Amended and Restated Agreement of
|
Report for the period ended September 29, 1989
|
||
Limited Partnership
|
(File No. 33-25337)
|
||
10.24
|
Amendment No. 1 to Cityside
|
Exhibit 10.22 to Form 10-K
|
|
Apartments, Phase II, L.P.
|
Report for the year ended March 30, 1992
|
||
Amended and Restated Agreement of
|
(File No. 0-18405)
|
||
Limited Partnership
|
|||
10.25
|
Cleveland Square, Ltd.
|
Exhibit 10.07 to Form 10-K
|
|
Amended and Restated Agreement of
|
Report for the year ended March 30, 1990
|
||
Limited Partnership
|
(File No. 0-18405)
|
||
10.26
|
College Avenue Apartments
|
Exhibit 10.7 to Form 10-Q
|
|
Limited Partnership Amended
|
Report for the period ended December 30, 1989
|
||
and Restated and Articles of
|
(File No. 33-25337)
|
||
Partnership in Commendam
|
|||
10.27
|
Corrigan Square, Ltd.
|
Exhibit 10.09 to Form 10-K
|
|
Amended and Restated Agreement of
|
Report for the year ended March 30, 1990
|
||
Limited Partnership
|
(File No. 0-18405)
|
||
10.28
|
Critical Ventures Housing
|
Exhibit 10.3 to Form 10-Q
|
|
Partnership III, A Washington Limited
|
Report for the period ended June 29, 1990
|
||
Partnership Amended and Restated
|
(File No. 0-18405)
|
||
Agreement of Limited Partnership
|
|||
10.29
|
De Queen Villas Limited Partnership
|
Exhibit 10.11 to Form 10-K
|
|
Amended and Restated Certificate and
|
Report for the year ended March 30, 1990
|
||
Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.30
|
Dermott Villas Limited Partnership
|
Exhibit 10.12 to Form 10-K
|
|
Amended and Restated Certificate and
|
Report for the year ended March 30, 1990
|
||
Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.31
|
Eagle View, Ltd. Second Amended and
|
Exhibit 10.4 to Form 10-K
|
|
Restated Certificate of Limited
|
Report for the period ended June 29, 1990
|
||
Partnership and Limited Partnership Agreement
|
(File No. 0-18405)
|
||
10.32
|
Elm Hill Housing Limited Partnership
|
Exhibit 10.13 to Form 10-K
|
|
Second Amended and Restated
|
Report for the year ended March 30, 1990
|
||
Agreement and Certificate of Limited Partnership
|
(File No. 0-18405)
|
||
10.33
|
Eudora Manor Limited Partnership
|
Exhibit 10.14 to Form 10-K
|
|
Amended and Restated Agreement
|
Report for the year ended March 30, 1990
|
||
and Certificate of Limited Partnership
|
(File No. 0-18405)
|
||
10.34
|
Forest Village Housing Partnership
|
Exhibit 10.2 to Form 10-Q
|
|
Amendment No. 1 to Amended and Restated
|
Report for the period ended December 30, 1993
|
||
Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.35
|
Amended and Restated Agreement
|
Exhibit 10.5 to Form 10-Q
|
|
of Limited Partnership
|
Report for the period ended September 29, 1990
|
||
Harborside Housing Limited Partnership
|
(File No. 0-18405)
|
Incorporated by
|
|||
Exhibit
|
Reference to
|
||
10.36
|
Hill Com I Associates Limited
|
Exhibit 10.9 to Form 10-Q
|
|
Partnership Amended and Restated
|
Report for the period ended December 30, 1989
|
||
Agreement and Certificate of Limited Partnership
|
(File No. 33-25337)
|
||
10.37
|
Hill Com I Associates
|
Exhibit 10.35 to Form 10-K
|
|
Limited Partnership First Amendment
|
Report for the year ended March 30, 1992
|
||
to Amended and Restated Agreement and
|
(File No. 0-18405)
|
||
Certificate of Limited Partnership
|
|||
10.38
|
Hill Com II Associates Limited
|
Exhibit 10.10 to Form 10-Q
|
|
Partnership Amended and Restated
|
Report for the period ended December 30, 1989
|
||
Agreement and Certificate of Limited Partnership
|
(File No. 33-25337)
|
||
10.39
|
Hill Com II Associates Limited
|
Exhibit 10.37 to Form 10-K
|
|
Partnership First Amendment to
|
Report for the year ended March 30, 1992
|
||
Amended and Restated Agreement and
|
(File No. 0-18405)
|
||
Certificate of Limited Partnership
|
|||
10.40
|
Hughes Manor Limited Partnership
|
Exhibit 10.17 to Form 10-K
|
|
Amended and Restated Certificate
|
Report for the year ended March 30, 1990
|
||
and Articles of Limited Partnership
|
(File No. 0-18405)
|
||
10.41
|
Ivy Family, L.P. Amended and
|
Exhibit 10.18 to Form 10-K
|
|
Restated Agreement of Limited
|
Report for the year ended March 30, 1990
|
||
Partnership
|
(File No. 0-18405)
|
||
10.42
|
Amendment No. 1 to the Ivy Family,
|
Exhibit 10.4 to Form 10-Q
|
|
L.P. Amended and Restated Agreement
|
Report for the period ended December 30, 1990
|
||
of Limited Partnership
|
(File No. 0-18405)
|
||
10.43
|
Ivy Family, L.P. Amendment No. 3 to the
|
Exhibit 10.3 to Form 10-Q
|
|
Amended and Restated Agreement
|
Report for the period ended December 30, 1991
|
||
of Limited Partnership
|
(File No. 0-18405)
|
||
10.44
|
Second Amended and Restated Agreement
|
Exhibit 10.6 to Form 10-Q
|
|
of Limited Partnership Lakeside Housing
|
Report for the period ended September 29, 1990
|
||
Limited Partnership
|
(File No. 0-18405)
|
||
10.45
|
Lawrence Road Properties, Ltd.
|
Exhibit 10.11 to Form 10-Q
|
|
Amended and Restated Agreement of
|
Report for the period ended December 30, 1989
|
||
Limited Partnership
|
(File No. 33-25337)
|
||
10.46
|
Amendment No. 2 to the Lawrence Road
|
Exhibit 10.5 to Form 10-Q
|
|
Properties, Ltd. Amended and
|
Report for the period ended December 30, 1990
|
||
Restated Agreement of Limited
|
(File No. 0-18405)
|
||
Partnership
|
|||
10.47
|
Lawrence Road Properties, Ltd.
|
Exhibit 10.4 to Form 10-Q
|
|
Amendment No. 3 to the Amended and Restated
|
Report for the period ended December 30, 1991
|
||
Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.48
|
Lexington Estates Ltd., A Mississippi
|
Exhibit 10.20 to Form 10-K
|
|
Limited Partnership Amended and Restated
|
Report for the year ended March 30, 1990
|
||
Agreement of Limited Partnership
|
(File No. 0-18405)
|
Incorporated by
|
|||
Exhibit
|
Reference to
|
||
10.49
|
Littleton Avenue Community
|
Exhibit 10.3 to Form 10-Q
|
|
Village, L.P. Amended and
|
Report for the period ended September 29, 1989
|
||
Restated Agreement of Limited Partnership
|
(File No. 33-25337)
|
||
10.50
|
Lula Courts Ltd., L.P.
|
Exhibit 10.22 to Form 10-K
|
|
Amended and Restated Agreement of
|
Report for the year ended March 30, 1990
|
||
Limited Partnership
|
(File No. 0-18405)
|
||
10.51
|
Magee Elderly, L.P. Amended
|
Exhibit 10.1 to Form 10-Q
|
|
and Restated Agreement of
|
Report for the period ended December 30, 1989
|
||
Limited Partnership
|
(File No. 33-25337)
|
||
10.52
|
Mirador del Toa Limited Partnership
|
Exhibit 10.5 to Form 10-Q
|
|
(A Delaware Limited Partnership)
|
Report for the period ended June 29, 1990
|
||
Amended and Restated Agreement
|
(File No. 0-18405)
|
||
of Limited Partnership
|
|||
10.53
|
Amendment No. 1 to the Mirador
|
Exhibit 10.40 to Form 10-K
|
|
del Toa Limited Partnership
|
Report for the year ended March 30, 1991
|
||
(A Delaware Limited Partnership)
|
(File No. 0-18405)
|
||
Amended and Restated Agreement
|
|||
of Limited Partnership
|
|||
10.54
|
Nixa Heights Apartments, L.P.
|
Exhibit 10.24 to Form 10-K
|
|
Amended and Restated Agreement and
|
Report for the year ended March 30, 1990
|
||
Certificate of Limited Partnership
|
(File No. 0-18405)
|
||
10.55
|
North Hills Farms Limited
|
Exhibit 10.6 to Form 10-Q
|
|
Partnership Second Amended and Restated
|
Report for the period ended June 29, 1990
|
||
Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.56
|
First Amendment to the
|
Exhibit 10.54 to Form 10-K
|
|
North Hills Farms Limited Partnership
|
Report for the year ended March 30, 1992
|
||
Second Amended and Restated Agreement
|
(File No. 0-18405)
|
||
of Limited Partnership
|
|||
10.57
|
Patton Place Limited Partnership
|
Exhibit 10.25 to Form 10-K
|
|
Second Amended and Restated Agreement
|
Report for the year ended March 30, 1990
|
||
of Limited Partnership
|
(File No. 0-18405)
|
||
10.58
|
Plantersville Family, L.P.
|
Exhibit 10.26 to Form 10-K
|
|
Amended and Restated Agreement of
|
Report for the year ended March 30, 1990
|
||
Limited Partnership
|
(File No. 0-18405)
|
||
10.59
|
Powelton Gardens Associates
|
Exhibit 10.6 to Form 10-Q
|
|
Amended and Restated Agreement of
|
Report for the period ended December 30, 1989
|
||
Limited Partnership
|
(File No. 33-25337)
|
||
10.60
|
Purvis Heights Properties, L.P.
|
Exhibit 10.28 to Form 10-K
|
|
Amended and Restated Agreement of
|
Report for the year ended March 30, 1990
|
||
Limited Partnership
|
(File No. 0-18405)
|
||
10.61
|
Purvis Heights Properties, L.P.
|
Exhibit 10.60 to Form 10-K
|
|
First Amendment to Amended and
|
Report for the year ended March 30, 1992
|
||
Restated Agreement of Limited Partnership
|
(File No. 0-18405)
|
Incorporated by
|
|||
Exhibit
|
Reference to
|
||
10.62
|
Amendment No. 1 to the Purvis Heights
|
Exhibit 10.61 to Form 10-K
|
|
Properties, L.P. Amended and Restated
|
Report for the year ended March 30, 1992
|
||
Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.63
|
Amendment No. 2 to the Purvis Heights
|
Exhibit 10.6 to Form 10-Q
|
|
Properties, L.P. Amended and
|
Report for the period ended December 30, 1990
|
||
Restated Agreement of Limited
|
(File No. 0-18405)
|
||
Partnership
|
|||
10.64
|
Purvis Heights Properties, L.P.
|
Exhibit 10.5 to Form 10-K
|
|
Amendment No. 3 to the
|
Report for the period ended December 30, 1991
|
||
Amended and Restated
|
(File No. 0-18405)
|
||
Agreement of Limited Partnership
|
|||
10.65
|
Queen Lane Investors Amended and
|
Exhibit 10.29 to Form 10-K
|
|
Restated Agreement and Certificate
|
Report for the year ended March 30, 1990
|
||
of Limited Partnership
|
(File No. 0-18405)
|
||
10.66
|
Queen Lane Investors Amendment No. 1
|
Exhibit 10.7 to Form 10-Q
|
|
to Amended and Restated Agreement
|
Report for the period ended December 30, 1990
|
||
and Certificate of Limited Partnership
|
(File No. 0-18405)
|
||
10.67
|
Renova Properties, L.P. Amended
|
Exhibit 10.3 to Form 10-Q
|
|
and Restated Agreement of
|
Report for the period ended December 30, 1989
|
||
Limited Partnership
|
(File No. 33-25337)
|
||
10.68
|
Santa Juanita Limited Dividend
|
Exhibit 10.5 to Form 10-Q
|
|
Partnership Amended and Restated
|
Report for the period ended December 30, 1989
|
||
Agreement of Limited Partnership
|
(File No. 33-25337)
|
||
10.69
|
Second Amendment of Limited Partnership
|
Exhibit 10.68 to Form 10-K
|
|
of Santa Juanita Limited Dividend Partnership
|
Report for the year ended March 30, 1994
|
||
and Amendment No. 2 to the Amended and
|
(File No. 0-18405)
|
||
Restated Agreement of Limited Partnership
|
|||
10.70
|
Amendment No. 1 to Santa Juanita Limited
|
Exhibit 10.1 to Form 10-Q
|
|
Dividend Partnership L.P. Amended and
|
Report for the period ended September 29, 1995
|
||
Restated Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
(Replaces in its entirety Exhibit 10.69 hereof.)
|
|||
10.71
|
Amendment No. 2 to Santa Juanita Limited
|
Exhibit 10.2 to Form 10-Q
|
|
Dividend Partnership L.P. Amended and
|
Report for the period ended September 29, 1995
|
||
Restated Agreement of Limited Partnership
|
(File No. 0-18405)
|
||
10.72
|
Simpson County Family, L.P.
|
Exhibit 10.4 to Form 10-Q
|
|
Amended and Restated Agreement of
|
Report for the period ended December 30, 1989
|
||
Limited Partnership
|
(File No. 33-25337)
|
||
10.73
|
Summers Village Limited Partnership
|
Exhibit 10.7 to Form 10-Q
|
|
Amended and Restated Certificate
|
Report for the period ended June 29, 1990
|
||
of Limited Partnership and
|
(File No. 0-18405)
|
||
Limited Partnership Agreement
|
Incorporated by
|
|||
Exhibit
|
Reference to
|
||
10.74
|
Tchula Courts Apartments, L.P.
|
Exhibit 10.33 to Form 10-K
|
|
Amended and Restated Agreement and
|
Report for the year ended March 30, 1990
|
||
Certificate of Limited Partnership
|
(File No. 0-18405)
|
||
10.75
|
The Pendleton (A Louisiana Partnership
|
Exhibit 10.7 to Form 10-Q
|
|
in Commendam) Third Amended and
|
Report for the period ended September 29, 1990
|
||
Restated Articles of Partnership
|
(File No. 0-18405)
|
||
10.76
|
Trenton Heights Apartments, L.P.
|
Exhibit 10.34 to Form 10-K
|
|
Amended and Restated Agreement and
|
Report for the year ended March 30, 1990
|
||
Certificate of Limited Partnership
|
(File No. 0-18405)
|
||
10.77
|
Twin Pine Family, L.P. Amended and
|
Exhibit 10.35 to Form 10-K
|
|
Restated Agreement of Limited
|
Report for the year ended March 30, 1990
|
||
Partnership
|
(File No. 0-18405)
|
||
10.78
|
Village Creek Limited Partnership
|
Exhibit 10.8 to Form 10-Q
|
|
Amended and Restated Certificate and
|
Report for the period ended June 29, 1990
|
||
Articles of Limited Partnership
|
(File No. 0-18405)
|
||
10.79
|
York Park Associates Limited Partnership
|
Exhibit 10.1 to Form 10-Q
|
|
Amended and Restated Agreement of
|
Report for the period ended June 29, 1989
|
||
Limited Partnership
|
(File No. 33-25337)
|
||
10.80
|
Non-Negotiable Purchase Money
|
Exhibit 10.8 to Form 10-Q
|
|
Promissory Notes dated as of
|
Report for the period ended December 30, 1990
|
||
January 19, 1990
|
(File No. 0-18405)
|
||
10.81
|
Non-Negotiable Purchase Money
|
Exhibit 10.9 to Form 10-Q
|
|
Promissory Notes dated as of May 1, 1990
|
Report for the period ended December 30, 1990
|
||
(File No. 0-18405)
|
|||
10.82
|
Assignment and Assumption Agreements
|
Exhibit 10.63 to Form 10-K
|
|
dated as of June 28, 1991 on the
|
Report for the year ended March 30, 1991
|
||
Non-Negotiable Purchase Money
|
(File No. 0-18405)
|
||
Promissory Notes dated as of January 19, 1990
|
|||
10.83
|
Assignment and Assumption Agreements
|
Exhibit 10.64 to Form 10-K
|
|
dated as of June 28, 1991 on the
|
Report for the year ended March 30, 1991
|
||
Non-Negotiable Purchase Money
|
(File No. 0-18405)
|
||
Promissory Notes dated as of May 1, 1990
|
|||
10.84
|
Promissory Note and Loan Agreement
|
Exhibit 10.1 to Form 10-Q
|
|
dated November 12, 1993
|
Report for the period ended December 30, 1993
|
||
(File No. 0-18405)
|
|||
16.1
|
Letter to the Securities and Exchange Commission
|
Exhibit 16.1 to Current Report on
|
|
from Reznick Group, P.C., dated November 9, 2012
|
Form 8-K filed on November 9, 2012
|
||
16.2
|
Letter to the Securities and Exchange Commission
|
Exhibit 16.1 to Current Report on
|
|
from CohnReznick LLP, dated July 24, 2013
|
Form 8-K filed on July 24, 2013
|
||
*31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
||
*31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
Incorporated by
|
|||
Exhibit
|
Reference to
|
||
*32.1
|
Section 1350 Certification of Chief Executive Officer
|
||
*32.2
|
Section 1350 Certification of Chief Financial Officer
|
||
99.1
|
Pages 14 through 33 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933
|
Exhibit 99.1 to Form 10-K
Report for the year ended March 30, 2009
(File No. 0-18405)
|
|
99.2
|
Pages 47 through 70 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933
|
Exhibit 99.2 to Form 10-K
Report for the year ended March 30, 2009
(File No. 0-18405)
|
|
99.3
|
Pages 86 through 88 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933
|
Exhibit 99.3 to Form 10-K
Report for the year ended March 30, 2009
(File No. 0-18405)
|
|
99.4
|
Supplement No. 1 dated July 25, 1989 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933
|
Exhibit 99.4 to Form 10-K
Report for the year ended March 30, 2009
(File No. 0-18405)
|
|
99.5
|
Supplement No. 2 dated September 18, 1989 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933
|
Exhibit 99.5 to Form 10-K
Report for the year ended March 30, 2009
(File No. 0-18405)
|
|
99.6
|
Independent Auditors' Report of 1989 Westview Arms Limited Partnership as of and for the years ended December 31, 2004 and 2003
|
Exhibit 99.4 to Form 10-K
Report for the year ended March 30, 2005
(File No. 0-18405)
|
|
99.7
|
Independent Auditor's Report of Auburn Hills Townhouses Limited Partnership as of and for the year ended December 31, 2004
|
Exhibit 99.5 to Form 10-K Report
for the year ended March 30, 2005 (File No. 0-18405) |
|
99.8
|
Independent Auditor's Report of Bruce Housing Associates, LTD as of and for the years ended December 31, 2004 and 2003
|
Exhibit 99.6 to Form 10-K Report
for the year ended March 30, 2005 (File No. 0-18405) |
|
99.9
|
Report of Independent Registered Public Accounting Firm of Carrington L.D.H.A. Limited Partnership as of and for the year ended December 31, 2004
|
Exhibit 99.7 to Form 10-K Report
for the year ended March 30, 2005 (File No. 0-18405) |
|
99.10
|
Independent Auditors' Report of College Avenue Apartments Limited Partnership as of and for the year ended December 31, 2004
|
Exhibit 99.8 to Form 10-K Report
for the year ended March 30, 2005 (File No. 0-18405) |
|
99.11
|
Independent Auditor's Report of North Hill Farms Limited Partnership as of and for the year ended December 31, 2004
|
Exhibit 99.9 to Form 10-K Report
for the year ended March 30, 2005 (File No. 0-18405) |
|
99.12
|
Independent Auditors' Report of Purvis Heights Properties, L.P. as of and for the years ended December 31, 2004 and 2003
|
Exhibit 99.10 to Form 10-K Report
for the year ended March 30, 2005 (File No. 0-18405) |
|
Independent Auditors' Report of 1989 Westview Arms Limited Partnership as of and for the years ended December 31, 2005 and 2004
|
Exhibit 99.11 to Form 10-K Report
for the year ended March 30, 2006 (File No. 0-18405) |
Incorporated by
|
|||
Exhibit
|
Reference to
|
||
99.14
|
Audited Financial Statements of North Hill Farms Limited Partnership as of and for the year ended December 31, 2005
|
Exhibit 99.12 to Form 10-K Report
for the year ended March 30, 2006 (File No. 0-18405) |
|
99.15
|
Audited Financial Statements of North Hill Farms Limited Partnership as of and for the year ended December 31, 2006
|
Exhibit 99.13 to Form 10-K Report
for the year ended March 30, 2007 (File No. 0-18405) |
|
99.16
|
Report of Independent Registered Public Accounting Firm of North Hill Farms Limited Partnership as of and for the year ended December 31, 2006
|
Exhibit 99.14 to Form 10-K Report
for the year ended March 30, 2007 (File No. 0-18405) |
|
99.17
|
Audited Financial Statements of Patton Place Limited Partnership as of and for the year ended December 31, 2006
|
Exhibit 99.15 to Form 10-K Report
for the year ended March 30, 2007 (File No. 0-18405) |
|
99.18
|
Report of Independent Registered Public Accounting Firm of North Hill Farms Limited Partnership as of and for the year ended December 31, 2007
|
Exhibit 99.16 to Form 10-K Report
for the year ended March 30, 2008 (File No. 0-18405) |
|
99.19
|
Deferred Fee Agreement between Registrant, the General Partner and ML Fund Administrators Inc.
|
Exhibit 99.19 to Form 10-K
Report for the year ended March 30, 2009
(File No. 0-18405)
|
|
**101 INS
|
XBRL Instance Document
|
||
**101 SCH
|
XBRL Schema Document
|
||
**101 CAL
|
XBRL Calculation Linkbase Document
|
||
**101 DEF
|
XBRL Definition Linkbase Document
|
||
**101 LAB
|
XBRL Labels Linkbase Document
|
||
**101 PRE
|
XBRL Presentation Linkbase Document
|
||
**101 | Financial Statements from the Annual Report on Form 10-K of the Registrant for the year ended March 30, 2016, formatted in Extensible Business Reporting Language ("XBRL"); (i) Balance Sheets as of March 30, 2016 and 2015; (ii) Statements of Operations and Comprehensive Income (Loss) for the years ended March 30, 2016 and 2015; (iii) Statements of Changes in Partners' Equity (Deficit) for the years ended March 30, 2016 and 2015; and (iv) Statements of Cash Flows for the years ended March 30, 2016 and 2015 |
(b) | Exhibits. |
(c) | Financial Statement Schedules. |
AMERICAN TAX CREDIT PROPERTIES II L.P.
|
|
(a Delaware limited partnership)
|
|
By: Richman Tax Credit Properties II L.P.,
|
|
General Partner
|
|
By: Richman Tax Credits Inc.,
|
|
general partner
|
|
Dated: June 21, 2016
|
/s/Brian Myers
|
Brian Myers
|
|
Chief Executive Officer
|
|
Dated: June 21, 2016
|
/s/James Hussey
|
James Hussey
|
|
Chief Financial Officer
|
Signature
|
Title
|
Date
|
/s/Brian Myers
|
Chief Executive Officer of the general
|
June 21, 2016
|
(Brian Myers)
|
partner of the General Partner
|
|
/s/James Hussey
|
Chief Financial Officer of the general
|
June 21, 2016
|
(James Hussey)
|
partner of the General Partner
|
|
/s/Richard Paul Richman
|
Sole Director of the general partner of the
|
June 21, 2016
|
(Richard Paul Richman)
|
General Partner
|
1. | I have reviewed this annual report on Form 10-K of American Tax Credit Properties II L.P. (the "registrant"); |
2. | 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; |
3. | 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; |
4. | 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: |
(a) | 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; |
(b) | 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; |
(c) | 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 |
(d) | 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 |
5. | 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): |
(a) | 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 |
(b) | 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. |
Date: June 21, 2016
|
/s/Brian Myers
|
Brian Myers
|
|
Chief Executive Officer of Richman Tax Credits Inc., general partner of
Richman Tax Credit Properties II L.P., general partner of the registrant
|
1. | I have reviewed this annual report on Form 10-K of American Tax Credit Properties II L.P. (the "registrant"); |
2. | 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; |
3. | 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; |
4. | 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: |
(a) | 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; |
(b) | 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; |
(c) | 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 |
(d) | 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 |
5. | 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): |
(a) | 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 |
(b) | 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. |
Date: June 21, 2016
|
/s/James Hussey
|
James Hussey
|
|
Chief Financial Officer of Richman Tax Credits Inc., general partner of Richman
Tax Credit Properties II L.P., general partner of the registrant
|
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Mar. 30, 2016 |
Jun. 21, 2016 |
Sep. 29, 2015 |
|
Document and Entity Information: | |||
Entity Registrant Name | AMERICAN TAX CREDIT PROPERTIES II L P | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 30, 2016 | ||
Trading Symbol | atciix | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000842314 | ||
Current Fiscal Year End Date | --03-30 | ||
Entity Common Stock, Shares Outstanding | 0 | ||
Entity Public Float | $ 0 | ||
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 | 2016 | ||
Document Fiscal Period Focus | FY |
BALANCE SHEETS - USD ($) |
Mar. 30, 2016 |
Mar. 30, 2015 |
---|---|---|
Cash and liquid investments | ||
Cash and cash equivalents | $ 560,502 | $ 265,061 |
Investment in Pemberwick Fund - a short duration bond fund | 3,463,931 | 6,884,812 |
Total cash and liquid investments | 4,024,433 | 7,149,873 |
Due from local partnerships | 869,404 | |
Total assets | 4,024,433 | 8,019,277 |
Liabilities | ||
Accounts payable and accrued expenses | 124,543 | 52,134 |
Payable to general partner and affiliates | 19,823 | 33,951 |
Total liabilities | $ 144,366 | $ 86,085 |
Commitments and contingencies | ||
Partners' equity (deficit) | ||
General partner | $ (453,966) | $ (413,498) |
Limited partners (55,746 units of limited partnershipinterest outstanding) | 4,334,699 | 8,341,026 |
Accumulated other comprehensive income (loss) | (666) | 5,664 |
Total equity | 3,880,067 | 7,933,192 |
Total liabilities & equity | $ 4,024,433 | $ 8,019,277 |
BALANCE SHEETS PARENTHETICAL - shares |
Mar. 30, 2016 |
Mar. 30, 2015 |
---|---|---|
BALANCE SHEETS PARENTHETICAL | ||
Units of limited partnership interest outstanding | 55,746 | 55,746 |
STATEMENTS OF OPERATIONS - USD ($) |
12 Months Ended | |
---|---|---|
Mar. 30, 2016 |
Mar. 30, 2015 |
|
REVENUE | ||
Interest | $ 36,481 | $ 71,458 |
Other income from local partnerships | 23,346 | |
TOTAL REVENUE | 36,481 | 94,804 |
EXPENSES | ||
Administration fees - affiliate | 37,388 | 76,374 |
Management fees - affiliate | 37,388 | 76,374 |
Professional fees | 67,027 | 55,375 |
State of New Jersey filing fee | 116,772 | 52,214 |
Printing, postage and other | 24,643 | 38,906 |
TOTAL EXPENSES | 283,218 | 299,243 |
LOSS PRIOR TO GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES | (246,737) | (204,439) |
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES | 423,124 | 4,723,044 |
NET INCOME | 176,387 | 4,518,605 |
NET INCOME ATTRIBUTABLE TO | ||
General partner net income | 1,764 | 45,186 |
Limited partners net income | $ 174,623 | $ 4,473,419 |
NET INCOME per unit of limited partnership interest (55,746 units of limited partnership interest) | $ 3.13 | $ 80.25 |
STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) |
12 Months Ended | |
---|---|---|
Mar. 30, 2016 |
Mar. 30, 2015 |
|
STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
NET INCOME | $ 176,387 | $ 4,518,605 |
Reclassification of unrealized gain - Pemberwick Fund | (3,492) | (9,383) |
Other comprehensive loss - Pemberwick Fund | (2,838) | (5,712) |
Other comprehensive loss | (6,330) | (15,095) |
COMPREHENSIVE INCOME | $ 170,057 | $ 4,503,510 |
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT) - USD ($) |
General Partner |
Limited Partners |
Accumulated Other Comprehensive Income (Loss) |
Total |
---|---|---|---|---|
Partners' equity (deficit) at Mar. 30, 2014 | $ (427,922) | $ 6,912,860 | $ 20,759 | $ 6,505,697 |
Net income | 45,186 | 4,473,419 | 4,518,605 | |
Distributions to partners | (30,762) | (3,045,253) | (3,076,015) | |
Reclassification of unrealized gain - Pemberwick Fund | (9,383) | (9,383) | ||
Other comprehensive loss - Pemberwick Fund | (5,712) | (5,712) | ||
Partners' equity (deficit) at Mar. 30, 2015 | (413,498) | 8,341,026 | 5,664 | 7,933,192 |
Net income | 1,764 | 174,623 | 176,387 | |
Distributions to partners | (42,232) | (4,180,950) | (4,223,182) | |
Reclassification of unrealized gain - Pemberwick Fund | (3,492) | (3,492) | ||
Other comprehensive loss - Pemberwick Fund | (2,838) | (2,838) | ||
Partners' equity (deficit) at Mar. 30, 2016 | $ (453,966) | $ 4,334,699 | $ (666) | $ 3,880,067 |
STATEMENTS OF CASH FLOWS - CONTINUED - USD ($) |
12 Months Ended | |
---|---|---|
Mar. 30, 2016 |
Mar. 30, 2015 |
|
RECONCILIATION OF NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES | ||
Net income | $ 176,387 | $ 4,518,605 |
Adjustments to reconcile net income to net cash used in operating activities | ||
Gain on sale of limited partner interests/local partnership properties | (423,124) | (4,723,044) |
Other income from local partnerships | (23,346) | |
Gain on redemptions from Pemberwick Fund | (7,713) | (23,358) |
Increase (decrease) in accounts payable and accrued expenses | 72,409 | (6,899) |
Increase (decrease) in payable to general partner and affiliates | (14,128) | 8,675 |
NET CASH USED IN OPERATING ACTIVITIES | $ (196,169) | $ (249,367) |
1. Organization, Purpose and Summary of Significant Accounting Policies |
12 Months Ended |
---|---|
Mar. 30, 2016 | |
Notes | |
1. Organization, Purpose and Summary of Significant Accounting Policies | 1. Organization, Purpose and Summary of Significant Accounting Policies
American Tax Credit Properties II L.P. (the "Partnership") was formed on October 26, 1988 and the Certificate of Limited Partnership of the Partnership was filed under the Delaware Revised Uniform Limited Partnership Act. There was no operating activity until admission of the limited partners (the Limited Partners) on June 28, 1989. The Partnership was formed to invest primarily in leveraged low-income multifamily residential complexes (the "Property" or "Properties") that qualified for the low-income housing tax credit (the Low-income Housing Tax Credit) in accordance with Section 42 of the Internal Revenue Code (the IRC), through the acquisition of limited partner equity interests (the "Local Partnership Interest" or "Local Partnership Interests") in partnerships (the "Local Partnership" or "Local Partnerships") that are the owners of the Properties. The Partnership invested in one Local Partnership whose Property also qualified for the historic rehabilitation tax credit in accordance with IRC Section 47. Such interests were acquired in 1989 and 1990. Richman Tax Credit Properties II L.P. (the "General Partner") was formed on October 26, 1988 to act as the General Partner of the Partnership.
Basis of Accounting and Fiscal Year
The Partnership's records are maintained on the accrual basis of accounting for both financial reporting and tax purposes. For financial reporting purposes, the Partnership's fiscal year ends March 30 and its quarterly periods end June 29, September 29 and December 30. The Local Partnerships have a calendar year for financial reporting purposes. The Partnership and the Local Partnerships each have a calendar year for income tax purposes.
Investment in Local Partnerships
The Partnership accounts for its investment in local partnerships in accordance with the equity method of accounting, under which the investment is carried at cost and is adjusted for the Partnership's share of each Local Partnerships results of operations and by cash distributions received. 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 Partnership's investment balance in a Local Partnership is allocated to other partners' capital in any such Local Partnership. Previously unrecognized equity in loss of any Local Partnership is recognized in the fiscal year in which equity in income is earned by such Local Partnership or additional investment is made by the Partnership. Distributions received subsequent to the elimination of an investment balance for any such investment in a Local Partnership are recorded as other income from local partnerships. 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 in a prior year.
The Partnership assessed the carrying value (the Carrying Value) of its investment in local partnerships at least annually in the fourth quarter of its fiscal year or whenever there were indications that a permanent impairment may have occurred. If the Carrying Value of an investment in a Local Partnership exceeded the estimated value derived by management, the Partnership reduced its investment in any such Local Partnership (unless the impairment was considered to be temporary) and included such reduction in equity in income (loss) of investment in local partnerships. Impairment was measured by comparing the investment carrying amount to the estimated residual value of the investment.
The Partnership does not consolidate the accounts and activities of the Local Partnerships, which are considered Variable Interest Entities as defined by the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 810; Subtopic 10, because the Partnership is not considered the primary beneficiary. The Partnership's balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. The Partnership'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 general partners of the Local Partnerships (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 described above, the Partnerships investment in local partnerships has a zero balance.
Advances and additional capital contributions (collectively the Advances) that are not required under the terms of the Local Partnerships partnership agreements but which are made to the Local Partnerships are recorded as investment in local partnerships. Certain Advances are considered by the Partnership to be voluntary loans to the respective Local Partnerships and the Partnership may be reimbursed at a future date to the extent such Local Partnerships generate distributable cash flow or receive proceeds from sale or refinancing.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments purchased with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates market value.
Fair Value Measurements
ASC Topic 820 clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability and establishes the following fair value hierarchy:
· Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access;
· Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and
· Level 3 inputs are unobservable inputs for the asset or liability that are typically based on an entitys own assumptions as there is little, if any, related market activity.
For instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety.
Investment in Pemberwick Fund
The Partnership carries its investment in Pemberwick Fund (Pemberwick), an investment grade institutional short duration bond fund, at estimated fair value. Realized gains (losses) are included in (offset against) interest revenue. Investment in Pemberwick is classified as available-for-sale and unrealized gains (losses) are included as items of comprehensive income (loss) and are reported as a separate component of partners' equity (deficit).
Income Taxes
The Partnership is a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income and deductions are passed through to and are reported by its partners on their respective income tax returns. The Partnerships federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service (the IRS) and other taxing authorities. Income tax returns filed by the Partnership are subject to examination by the IRS for a period of three years. While no Partnership income tax returns are currently being examined by the IRS, tax years subsequent to 2011 remain subject to examination. These financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. In accordance with ASC Topic 740; Subtopic 10, the Partnership has included in Note 7 disclosures related to differences in the financial and tax bases of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
2. Capital Contributions and Distributions |
12 Months Ended |
---|---|
Mar. 30, 2016 | |
Notes | |
2. Capital Contributions and Distributions | 2. Capital Contributions and Distributions
On June 14, 1989, the Partnership commenced the offering of units (the "Units") through Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Selling Agent"). On June 28, 1989, July 31, 1989 and September 22, 1989, under the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership (the "Partnership Agreement"), the General Partner admitted the Limited Partners to the Partnership in three closings. At these closings, subscriptions for a total of 55,746 Units representing $55,746,000 in Limited Partners' capital contributions were accepted. In connection with the offering of Units, the Partnership incurred organization and offering costs of $6,534,064, of which $75,000 was capitalized as organization costs and $6,459,064 was charged to the Limited Partners' equity as syndication costs. The General Partner contributed $100 to the Partnership.
Net income is allocated 99% to the Limited Partners and 1% to the General Partner in accordance with the Partnership Agreement. Net income (loss) in the year of dissolution of the Partnership will be allocated to the partners as described in the dissolution provisions of the Partnership Agreement. During the year ended March 30, 2016, the Partnership made a distribution to the Limited Partners in the amount of approximately $75 per Unit ($4,180,950) to Unit holders of record as of February 28, 2015; the pro-rata distribution to the General Partner was $42,232. During the year ended March 30, 2015, the Partnership paid nonresident state withholding taxes of $31,810 on behalf of certain of the Limited Partners in connection with gains recognized by a Local Partnership for the year ended December 31, 2013. The Partnership also made a distribution to the Limited Partners in the amount of approximately $50 per Unit (an additional $2,755,400). The $50 per Unit includes the nonresident state withholding taxes referred to above; the pro-rata distribution to the General Partner was $28,155. As a result of gains recognized in connection with the sale of its underlying Property during the year ended December 31, 2014, Lakeside Housing Limited Partnership (Lakeside Housing) was required to pay nonresident state withholding taxes of $258,043 and $2,607 on behalf of the Limited Partners and the General Partner, respectively (see Note 5). |
3. Cash and Cash Equivalents |
12 Months Ended |
---|---|
Mar. 30, 2016 | |
Notes | |
3. Cash and Cash Equivalents | 3. Cash and Cash Equivalents
As of March 30, 2016, the Partnership has $560,502 in cash and cash equivalents. Of such amount, $264,890 is held in accounts at two financial institutions in which such accounts are insured up to $250,000 at each institution by the Federal Deposit Insurance Corporation (the FDIC). The entire amount is FDIC insured as of March 30, 2016. The remaining $295,612 is held in an account at a financial institution in which such amount is invested in a portfolio of securities that are direct obligations of the U.S. Treasury and are backed by the full faith and credit of the United States of America. |
4. Investment in Pemberwick Fund |
12 Months Ended |
---|---|
Mar. 30, 2016 | |
Notes | |
4. Investment in Pemberwick Fund | 4. Investment in Pemberwick Fund
The Partnership carries its investment in Pemberwick, an investment grade institutional short duration bond fund, at estimated fair value. Pemberwick was organized in February 2010 as a non-diversified open-end management investment company registered under the Investment Company Act of 1940, as amended, that seeks maximum current income consistent with liquidity and stability of principal. In selecting a portfolio of securities for Pemberwick, the investment advisor of Pemberwick (the Advisor) will select investments so that 95% of Pemberwicks assets will be rated A- or better by a nationally recognized statistical rating organization (NRSRO) such as Moodys Investor Services, Inc. (Moodys) and/or by Standard & Poors Financial Services, LLC (S&P) (or if commercial paper rated in the highest category) or, if a rating is not available, deemed to be of comparable quality by the Advisor, or securities issued by banking institutions operating in the United States and having assets in excess of $200 billion.
The weighted average duration of Pemberwicks assets is approximately 1.57 years as of March 30, 2016. Redemptions from Pemberwick are immediately liquid and unrestricted. Pemberwicks net asset value (NAV) is $10.04 and $10.06 per share as of March 30, 2016 and 2015, respectively. The Partnerships investment in Pemberwick as of March 30, 2016 and 2015 is $3,463,931 and $6,884,812, respectively. An unrealized loss of $666 as of March 30, 2016 is reflected as accumulated other comprehensive loss in the accompanying balance sheet as of March 30, 2016. The Partnership has earned $283,934 of interest revenue from the date of its initial investment in Pemberwick through March 30, 2016. 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 (see Note 1). Pemberwicks NAV was $10.04 as of May 31, 2016.
The Advisor is an affiliate of the General Partner. For its services, the Advisor is entitled to receive an annual advisory fee of 0.50% of the average daily net assets of Pemberwick. The Advisor may, in its discretion, voluntarily waive its fees or reimburse certain Pemberwick expenses; however, the Advisor is not required to do so. The Advisor has waived 70% of its fee earned since Pemberwicks inception and earned $3,075 and $7,913 in connection with the Partnerships investment in Pemberwick for the years ended March 30, 2016 and 2015, respectively, enough to cover its direct costs. The Advisors asset management affiliate, Richman Asset Management, Inc. (RAM) has agreed to reduce its administration and management fees (see Note 6) payable by the Partnership to the extent any fee of the Advisor payable by Pemberwick would be duplicative of any profit that RAM would receive from the Partnership. |
5. Investment in Local Partnerships |
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5. Investment in Local Partnerships | 5. Investment in Local Partnerships
The Partnership initially acquired a Local Partnership Interest in fifty Local Partnerships. As of March 30, 2016, the Partnership owns a 99% Local Partnership Interest in only one Local Partnership, Littleton Avenue Community Village, L.P. (Littleton).
In connection with the initial purchase of fifty Local Partnership Interests, under the terms of the partnership agreement of each Local Partnership, as of March 30, 2016 the Partnership is committed to make capital contributions in the aggregate of $48,460,126, which includes Advances to certain Local Partnerships and all of which has been paid.
Littleton owns a 102 unit subsidized and leveraged low-income multifamily residential complex located in Newark, New Jersey. The required holding period of each Property, in order to avoid Low-income Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing Tax Credits commence on the last building of the Property (the Compliance Period). The Compliance Periods of all the Local Partnerships expired in a prior year. The rents of Littleton are subject to specific laws, regulations and agreements with federal and state agencies. As of December 31, 2015, Littleton has outstanding mortgage loans payable totaling approximately $4,303,000 and accrued interest payable on such loans totaling approximately $5,180,000, which are secured by security interests and liens common to mortgage loans on Littletons real property and other assets.
The non-mandatory mortgages of Littleton matured in October 2006 but have not been repaid or formally extended. During the year ended March 30, 2015, the first mortgage holder (the Lender) issued a declaration of default demanding Littletons immediate payment of an amount in excess of 6,500,000$6.5 million. Such amount includes all unpaid principal and accrued interest to date and amounts for real estate tax liens that had been sold to third parties and were redeemed by the Lender. Unpaid principal and accrued interest on the second mortgage as of March 30, 2016 is in excess of 3,100,000$3.1 million. Littletons Local General Partner reports that a refinancing of the mortgages is unlikely and the Lender has issued a request for offers to purchase the first mortgage. The Partnership has no legal obligation to fund any of Littletons operating deficits.
During the year ended March 30, 2016, the Partnership sold its Local Partnership Interests in Hill Com I Associates Limited Partnership and Hill Com II Associates Limited Partnership (collectively the Hill Com Local Partnerships) to one of the Local General Partners of the Hill Com Local Partnerships; there were no proceeds in connection with the sale. The Hill Com Local Partnerships have the same Local General Partners.
During the year ended March 30, 2016, the Partnership sold its Local Partnership Interest in Patton Place Limited Partnership (Patton Place) to an affiliate of the Local General Partners of Patton Place. The Partnership received $45,000 in connection with the sale; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2016.
During the year ended March 30, 2016, 1989 Westview Arms Limited Partnership (Westview Arms) sold its underlying Property to an unaffiliated entity, in connection with which Westview Arms recognized a gain of $826,288; such amount is reflected as gain on sale of property in the combined statement of operations of the Local Partnerships for the year ended December 31, 2015 herein Note 5. The Partnership received $378,124 in connection with the sale; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2016. Westview Arms has since been dissolved.
During the year ended March 30, 2013, the Partnership sold its Local Partnership Interest in North Hills Farms Limited Partnership (North Hills Farms) to affiliates of the Local General Partners of North Hills Farms for 20,820$3,586,431 under the terms of a purchase agreement (the North Hills Farms Purchase Agreement). The Partnership recognized a gain of $2,185,051 in connection with the sale. During the year ended March 30, 2014, after further resolution of the accounts of North Hills Farms under the terms of the North Hills Farms Purchase Agreement, the sale price was increased by $28,364; such amount was recognized by the Partnership as gain on sale of limited partner interests/local partnership properties during the year ended March 30, 2014. The adjustment to the sale price was later reduced by -7544$7,544; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015.
During the year ended March 30, 2015, the Partnership sold its Local Partnership Interest in Village Creek Limited Partnership (Village Creek) to an affiliate of the Local General Partner of Village Creek; there were no proceeds in connection with the sale. However, the Partnership received $12,000 for distributions that were due to the Partnership under the terms of the Village Creek partnership agreement. Such amount is included in other income from local partnerships in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015 (see Note 1).
During the year ended March 30, 2015, the Partnership sold its Local Partnership Interests in Batesville Family, L.P. (Batesville Family), Canton Partners, L.P., Lawrence Road Properties, Ltd. (Lawrence Road), Magee Elderly, L.P. and Purvis Heights Properties, L.P. (Purvis Heights) to an affiliate of the Local General Partner of such Local Partnerships for a total of $58,095; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015. In addition, the Partnership received $4,683 for distributions that were due to the Partnership under the terms of the partnership agreements of such Local Partnerships; such amount is included in other income from local partnerships in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015 (see Note 1). Such Local Partnerships have the same Local General Partner. The 99% Local Partnership Interests in Batesville Family, Lawrence Road and Purvis Heights were acquired along with American Tax Credit Properties III L.P. (ATCP III), an investment partnership whose general partner is an affiliate of the General Partner, whereby the Partnership owned 37.25%. ATCP III sold its interest in Batesville Family, Lawrence Road and Purvis Heights as part of the same transaction.
During the year ended March 30, 2015, Lakeside Housing sold its underlying Property to an unaffiliated entity, in connection with which Lakeside Housing recognized a gain of $8,820,227; such amount is reflected as gain on sale of property in the combined statement of operations of the Local Partnerships for the year ended December 31, 2014 herein Note 5. The Partnership received $3,506,089869,4044,375,493 in connection with the sale, of which $869,404 was received during the year ended March 30, 2016 and is reflected as due from local partnerships in the accompanying balance sheet of the Partnership as of March 30, 2015. In addition, Lakeside Housing was required to pay taxes directly to the State and County in which the Property is located totaling $260,650 on behalf of the partners of the Partnership (see Note 2); such amount is included in distributions to partners in the accompanying financial statements of the Partnership as of and for the year ended March 30, 2015. The Partnership recognized a gain on the sale of $4,636,143; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015. Lakeside Housing has since been dissolved.
During the year ended March 30, 2015, the Partnership sold its Local Partnership Interests in Browning Road Phase I, L.P., Lexington Estates Ltd., A Mississippi Limited Partnership, Lula Courts Ltd., L.P. and Tchula Courts Apartments, L.P. to an affiliate of the Local General Partner of such Local Partnerships for a total of $15,000; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015. Such Local Partnerships have the same Local General Partner.
During the year ended March 30, 2015, the Partnership sold its Local Partnership Interests in DeQueen Villas Limited Partnership and Eudora Manor Limited Partnership to unaffiliated entities for a total of $21,350; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015. Such Local Partnerships have the same Local General Partners.
During the year ended March 30, 2014, the Partnership sold its Local Partnership Interest in Auburn Hills Apartments Limited Partnership (Auburn Hills) to an affiliate of the Local General Partner of Auburn Hills. Although the Partnership received no proceeds in connection with the sale, the Partnership received $1,500 during the year ended March 30, 2015 for distributions that were due to the Partnership under the terms of the partnership agreement of Auburn Hills. Such amount was recognized by the Partnership as other income from local partnerships for the year ended March 30, 2014 (see Note 1).
During the year ended March 30, 2014, the Partnership sold its Local Partnership Interests in Eagle View, Ltd. and Summers Village Limited Partnership to the Local General Partner of such Local Partnerships or affiliates thereof for a total of $20,767; such amount was recognized by the Partnership as gain on sale of limited partner interests/local partnership properties during the year ended March 30, 2014. In addition, the Partnership received $14,233 for distributions that were due to the Partnership under the terms of the partnership agreements of such Local Partnerships; such amount was recognized by the Partnership as other income from local partnerships during the year ended March 30, 2014 (see Note 1). The total proceeds of $35,000 were received during the year ended March 30, 2015. The Local General Partners of such Local Partnerships are affiliates of each other.
Equity in loss of investment in local partnerships is limited to the Partnerships investment balance in each Local Partnership; any excess is applied to other partners' capital in any such Local Partnership (see Note 1). The amount of such excess losses applied to other partners capital was $660,096 and $929,412 for the years ended December 31, 2015 and 2014, respectively, as reflected in the combined statements of operations of the Local Partnerships herein Note 5.
The differences between the Partnerships investment in local partnerships as of March 30, 2016 and 2015 and the amounts reflected as the Partnerships investment balance in the combined balance sheets of the Local Partnerships as of December 31, 2015 and 2014 herein Note 5 are as follows:
The combined balance sheets of the Local Partnerships as of December 31, 2015 and 2014 and the combined statements of operations of the Local Partnerships for the years then ended are reflected on pages 27 and 28, respectively. The combined balance sheets of the Local Partnerships as of December 31, 2015 and 2014 do not include any balances in connection with the Local Partnerships in which the Partnership no longer owns an interest as of such dates, while the combined statements of operations of the Local Partnerships for the years then ended include the results of operations of such Local Partnerships for the period prior to the sales or other dispositions (see discussion above herein Note 5). The combined balance sheet of the Local Partnerships as of December 31, 2015 only includes balances for Littleton.
The combined balance sheets of the Local Partnerships as of December 31, 2015 and 2014 are as follows:
The combined statements of operations of the Local Partnerships for the years ended December 31, 2015 and 2014 are as follows:
*The allocations of income in 2015 and 2014 are from Westview Arms and Lakeside Housing, respectively, whose Properties were sold. Because the Partnerships investment in such Local Partnerships had reached a zero balance prior to the income allocation, the Partnership has recognized income only to the extent of proceeds received, to be received or paid on behalf of the Partnership in connection with the sales (see discussion above herein Note 5). |
6. Transactions With General Partner and Affiliates |
12 Months Ended |
---|---|
Mar. 30, 2016 | |
Notes | |
6. Transactions With General Partner and Affiliates | 6. Transactions with General Partner and Affiliates
Pursuant to the terms of the Partnership Agreement, the Partnership incurs an annual management fee (the Management Fee) and an annual additional management fee (the Additional Management Fee) payable to the General Partner for its services in connection with the management of the affairs of the Partnership. The annual Management Fee is equal to the greater of $100,000 or .14% of Invested Assets (as such term is defined in the Partnership Agreement), while the annual Additional Management Fee is equal to .06% of Invested Assets. The cumulative total of the management fees and administration fees (see discussion below herein Note 6) is limited to 0.5% of Invested Assets. The Partnership incurred Management Fees of $34,223 and $64,079 for the years ended March 30, 2016 and 2015, respectively, and Additional Management Fees of $3,165 and $12,295 for the years ended March 30, 2016 and 2015, respectively. Such amounts are aggregated and reflected under the caption management fees - affiliate in the accompanying statements of operations and comprehensive income (loss). Unpaid Management Fees and Additional Management Fees in the cumulative amount of $11,800 and $16,912 are included in payable to general partner and affiliates in the accompanying balance sheets as of March 30, 2016 and 2015, respectively.
In addition, pursuant to the terms of the Partnership Agreement, the Partnership is authorized to contract for administrative services provided to the Partnership. From the inception of the Partnership through November 23, 1999, such administrative services were provided by ML Fund Administrators Inc. (MLFA), an affiliate of the Selling Agent, pursuant to an Administrative Services Agreement. MLFA resigned the performance of its basic services under the Administrative Services Agreement effective November 23, 1999, with certain transitional services continued through April 30, 2000. The General Partner transitioned the administrative services to RAM without any changes to the terms of the Administrative Services Agreement. Pursuant to such agreement, the Partnership incurs an annual administration fee (the Administration Fee) and an annual additional administration fee (the Additional Administration Fee) for administrative services provided to the Partnership. The annual Administration Fee is equal to the greater of $100,000 or .14% of Invested Assets, while the annual Additional Administration Fee is equal to .06% of Invested Assets. The cumulative total of the administration fees and management fees is limited as described above herein Note 6. The Partnership incurred Administration Fees of $34,223 and $64,079 for the years ended March 30, 2016 and 2015, respectively, and Additional Administration Fees of $3,165 and $12,295 for the years ended March 30, 2016 and 2015, respectively. Such amounts are aggregated and reflected under the caption administration fees - affiliate in the accompanying statements of operations and comprehensive income (loss). Unpaid Administration Fees and Additional Administration Fees in the cumulative amount of $8,023 and $17,039 are included in due to general partner and affiliates in the accompanying balance sheets as of March 30, 2016 and 2015, respectively.
|
7. Taxable Income |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7. Taxable Income | 7. Taxable Income
A reconciliation of the financial statement net income of the Partnership for the years ended March 30, 2016 and 2015 to the tax return income for the years ended December 31, 2015 and 2014 is as follows:
The differences between investment in local partnerships for financial reporting and tax purposes as of December 31, 2015 and 2014 are as follows:
Payable to general partner and affiliate in the accompanying balance sheets represents accrued Management Fees and Administration Fees, which are not deductible for tax purposes until paid pursuant to IRC Section 267. |
8. Fair Value of Financial Instruments |
12 Months Ended |
---|---|
Mar. 30, 2016 | |
Notes | |
8. Fair Value of Financial Instruments | 8. Fair Value of Financial Instruments
The estimated fair value amounts have been determined using available market information, assumptions, estimates and valuation methodologies.
Cash and cash equivalents
The carrying amount approximates fair value.
Investment in Pemberwick Fund, a short duration bond fund
The estimated fair value of Pemberwick is based on current market quotes received from active markets. Pemberwicks NAV is calculated and published daily (see Note 4).
Investment in local partnerships
The Partnership assessed the Carrying Value of its investment in local partnerships at least annually in the fourth quarter of its fiscal year or whenever there were indications that a permanent impairment may have occurred. If the Carrying Value of an investment in a Local Partnership exceeded the estimated value derived by management, the Partnership reduced its investment in any such Local Partnership (unless the impairment was considered to be temporary) and included such reduction in equity in income (loss) of investment in local partnerships. Impairment was measured by comparing the investment carrying amount to the estimated residual value of the investment. The investment in local partnerships, carried at zero as of March 30, 2016, approximates fair value. Although the investment in local partnerships was carried at zero as of March 30, 2015, Westview Arms was able to negotiate a sale of its underlying Property during the year ended March 30, 2016 (see Note 5). |
1. Organization, Purpose and Summary of Significant Accounting Policies: Basis of Accounting and Fiscal Year (Policies) |
12 Months Ended |
---|---|
Mar. 30, 2016 | |
Policies | |
Basis of Accounting and Fiscal Year | Basis of Accounting and Fiscal Year
The Partnership's records are maintained on the accrual basis of accounting for both financial reporting and tax purposes. For financial reporting purposes, the Partnership's fiscal year ends March 30 and its quarterly periods end June 29, September 29 and December 30. The Local Partnerships have a calendar year for financial reporting purposes. The Partnership and the Local Partnerships each have a calendar year for income tax purposes. |
1. Organization, Purpose and Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) |
12 Months Ended |
---|---|
Mar. 30, 2016 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents
The Partnership considers all highly liquid investments purchased with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates market value. |
1. Organization, Purpose and Summary of Significant Accounting Policies: Fair Value Measurements (Policies) |
12 Months Ended |
---|---|
Mar. 30, 2016 | |
Policies | |
Fair Value Measurements | Fair Value Measurements
ASC Topic 820 clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability and establishes the following fair value hierarchy:
· Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access;
· Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and
· Level 3 inputs are unobservable inputs for the asset or liability that are typically based on an entitys own assumptions as there is little, if any, related market activity.
For instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety. |
1. Organization, Purpose and Summary of Significant Accounting Policies: Income Taxes (Policies) |
12 Months Ended |
---|---|
Mar. 30, 2016 | |
Policies | |
Income Taxes | Income Taxes
The Partnership is a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income and deductions are passed through to and are reported by its partners on their respective income tax returns. The Partnerships federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service (the IRS) and other taxing authorities. Income tax returns filed by the Partnership are subject to examination by the IRS for a period of three years. While no Partnership income tax returns are currently being examined by the IRS, tax years subsequent to 2011 remain subject to examination. These financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. In accordance with ASC Topic 740; Subtopic 10, the Partnership has included in Note 7 disclosures related to differences in the financial and tax bases of accounting. |
1. Organization, Purpose and Summary of Significant Accounting Policies: Use of Estimates (Policies) |
12 Months Ended |
---|---|
Mar. 30, 2016 | |
Policies | |
Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
5. Investment in Local Partnerships: Reconciliation of Partnership Investment in Local Partnerships Balance to Combined Local Partnerships' Balance Sheets (Tables) |
12 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 30, 2016 | |||||||||||||||||||
Tables/Schedules | |||||||||||||||||||
Reconciliation of Partnership Investment in Local Partnerships Balance to Combined Local Partnerships' Balance Sheets |
|
5. Investment in Local Partnerships: Combined Balance Sheets of the Local Partnerships (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Combined Balance Sheets of the Local Partnerships |
|
5. Investment in Local Partnerships: Combined Statements of Operations of the Local Partnerships (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Combined Statements of Operations of the Local Partnerships |
|
7. Taxable Income: Reconciliation of Financial Statement Net Income to the Tax Return Income (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Financial Statement Net Income to the Tax Return Income |
|
7. Taxable Income: Differences Between Investment in Local Partnerships for Financial Reporting and Tax Purposes (Tables) |
12 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 30, 2016 | |||||||||||||||||||
Tables/Schedules | |||||||||||||||||||
Differences Between Investment in Local Partnerships for Financial Reporting and Tax Purposes |
|
3. Cash and Cash Equivalents (Details) - USD ($) |
Mar. 30, 2016 |
Mar. 30, 2015 |
Mar. 30, 2014 |
---|---|---|---|
Details | |||
Cash and cash equivalents | $ 560,502 | $ 265,061 | $ 375,716 |
Cash and cash equivalents held at two FDIC insured institutions | 264,890 | ||
Maximum insured at each institution | 250,000 | ||
Cash and cash equivalents held in portfolio of U.S. Treasury securities | $ 295,612 |
4. Investment in Pemberwick Fund (Details) |
May 31, 2016
$ / shares
|
Mar. 30, 2016
USD ($)
$ / shares
|
Mar. 30, 2015
USD ($)
$ / shares
|
---|---|---|---|
Details | |||
Weighted Average Duration of Pemberwick's assets in years | 1.57 | ||
Pemberwick Net Asset Value | $ / shares | $ 10.04 | $ 10.04 | $ 10.06 |
Investment in Pemberwick Fund - a short duration bond fund | $ 3,463,931 | $ 6,884,812 | |
Unrealized loss reflected as accumulated other comprehensive loss | 666 | ||
Aggregate interest revenue from investment in Pemberwick | $ 283,934 |
4. Investment in Pemberwick Fund: Advisory Fee (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Mar. 30, 2016 |
Mar. 30, 2015 |
|
Details | ||
Advisory Fee | $ 3,075 | $ 7,913 |
5. Investment in Local Partnerships: Other (Details) |
Mar. 30, 2016
USD ($)
|
---|---|
Details | |
Capital contributions in the aggregate | $ 48,460,126 |
5. Investment in Local Partnerships: Littleton (Details) - USD ($) |
Mar. 30, 2016 |
Dec. 31, 2015 |
Mar. 30, 2015 |
---|---|---|---|
Details | |||
Local Partnerships outstanding mortgage loans payable | $ 4,303,000 | ||
Local Partnerships accrued interest on outstanding mortgage loans payable | $ 5,180,000 | ||
First mortgage declared default | $ 6,500,000 | $ 6,500,000 | |
Second mortgage arrearage | $ 3,100,000 |
5. Investment in Local Partnerships: Equity in loss of investment in local partnerships (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Details | ||
Excess Losses Applied to Other Partners' Capital | $ 660,096 | $ 929,412 |
5. Investment in Local Partnerships: Reconciliation of Partnership Investment in Local Partnerships Balance to Combined Local Partnerships' Balance Sheets (Details) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Mar. 30, 2016 |
Mar. 30, 2015 |
Dec. 31, 2014 |
|
Details | |||
Investment in local partnerships | $ 2,460,397 | ||
Cumulative Carrying Value Adjustments | $ 1,330,343 | ||
Distributions paid by Lakeside Housing | $ 1,130,054 |
6. Transactions With General Partner and Affiliates (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Mar. 30, 2016 |
Mar. 30, 2015 |
|
Details | ||
Maximum Annual Management Fee | The annual Management Fee is equal to the greater of $100,000 or .14% of Invested Assets (as such term is defined in the Partnership Agreement), while the annual Additional Management Fee is equal to .06% of Invested Assets. The cumulative total of the management fees and administration fees (see discussion below herein Note 6) is limited to 0.5% of Invested Assets. | The annual Management Fee is equal to the greater of $100,000 or .14% of Invested Assets (as such term is defined in the Partnership Agreement), while the annual Additional Management Fee is equal to .06% of Invested Assets. The cumulative total of the management fees and administration fees (see discussion below herein Note 6) is limited to 0.5% of Invested Assets. |
Additional Annual Management Fee | the annual Additional Management Fee is equal to .06% of Invested Assets | the annual Additional Management Fee is equal to .06% of Invested Assets |
Cumulative Total of the Management Fees and Administration Fees | cumulative total of the management fees and administration fees (see discussion below herein Note 6) is limited to 0.5% of Invested Assets | cumulative total of the management fees and administration fees (see discussion below herein Note 6) is limited to 0.5% of Invested Assets |
Management Fees Incurred | $ 34,223 | $ 64,079 |
Additional Management Fees Incurred | $ 3,165 | $ 12,295 |
Maximum Annual Administration Fee | The annual Administration Fee is equal to the greater of $100,000 or .14% of Invested Assets | The annual Administration Fee is equal to the greater of $100,000 or .14% of Invested Assets |
Additional Annual Administration Fee | the annual Additional Administration Fee is equal to .06% of Invested Assets | the annual Additional Administration Fee is equal to .06% of Invested Assets |
Administration Fees Incurred | $ 34,223 | $ 64,079 |
Additional Administration Fees Incurred | $ 3,165 | $ 12,295 |
6. Transactions With General Partner and Affiliates: Unpaid Management and Additional Management Fees (Details) - USD ($) |
Mar. 30, 2016 |
Mar. 30, 2015 |
---|---|---|
Details | ||
Unpaid Management and Additional Management Fees | $ 11,800 | $ 16,912 |
6. Transactions With General Partner and Affiliates: Unpaid Administration and Additional Administration Fees (Details) - USD ($) |
Mar. 30, 2016 |
Mar. 30, 2015 |
---|---|---|
Details | ||
Unpaid Administration Fees and Additional Administration Fees | $ 8,023 | $ 17,039 |
7. Taxable Income: Reconciliation of Financial Statement Net Income to the Tax Return Income (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|
Mar. 30, 2016 |
Mar. 30, 2015 |
Mar. 30, 2014 |
Mar. 30, 2016 |
Dec. 31, 2015 |
Mar. 30, 2015 |
Dec. 31, 2014 |
|
Details | |||||||
NET INCOME | $ 176,387 | $ 4,518,605 | |||||
Add (less) net transactions occurring between Jan 1 and Mar 30 | $ 22,217 | $ (1,084,878) | $ 107,781 | ||||
Adjusted financial statement net income for the years ended December 31, 2015 and 2014 | $ 1,283,482 | $ 3,541,508 | |||||
Management Fees and Administration Fees deductible for tax purposes when paid | (4,051) | 2,196 | |||||
Gain on sale of limited partner interests/local partnership properties | 737,723 | 4,310,061 | |||||
Equity in income (loss) of investment in local partnerships | (79,858) | 5,286,662 | |||||
Nondeductible flow-through expenses | 6,343 | ||||||
Other income from local partnerships | (86,456) | ||||||
Other differences | (1,096) | 784 | |||||
Tax return income for the years ended December 31, 2015 and 2014 | $ 1,942,543 | $ 13,054,755 |
7. Taxable Income: Differences Between Investment in Local Partnerships for Financial Reporting and Tax Purposes (Details) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Details | ||
Investment in local partnerships - tax | $ (8,975,477) | $ (9,619,371) |
Differences between the investment in local partnerships for tax and financial reporting purposes | $ 8,975,477 | $ 9,619,371 |
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