See Notes to Financial Statements.

See Notes to Financial Statements.

 

 

See Notes to Financial Statements.

Item 2.                  Management's Discussion and Analysis of Financial Condition and Results of Operations.

During the sixnine months ended September 29,December 30, 2015, Registrant made a distribution to the Limited Partners in the amount of $4,180,950, representing approximately $75 per Unit, to Unit holders of record as of February 28, 2015; the pro-rata distribution to the General Partner was $42,232. Registrant holds cash and liquid investments as of September 29,December 30, 2015 of approximately $3,701,000.$3,761,000 and has a receivable from certain Local Partnerships of approximately $255,000. After deducting future expenses and reserves, the balance is expected to be distributed to the partners in the future. There can be no assurance as to the amount and timing of such distribution, if any.

Registrant’sRegistrant's operating results are dependent, in part, upon the operating results of the Local Partnerships and are impacted by the Local Partnerships’Partnerships' policies. In addition, the operating results herein are not necessarily the same for tax reporting. Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting. Accordingly, the investment is carried at cost and is adjusted for Registrant’sRegistrant's share of each Local Partnership’sPartnership's results of operations and by cash distributions received. In the event the operations of a Local Partnership result in a loss, equity in loss of each investment in Local Partnership allocated to Registrant is recognized to the extent of Registrant’sRegistrant's investment balance in each Local Partnership. Equity in loss in excess of Registrant’sRegistrant's investment balance in a Local Partnership is allocated to other partners’partners' capital in any such Local Partnership. As a result of cumulative equity losses and distributions, and the sales of certain Local Partnerships’Partnerships' Properties and/or Registrant’sRegistrant's Local Partnership Interests, Registrant’sRegistrant's investment in local partnerships reached a zero balance in a prior year.

Cumulative losses and cash distributions in excess of investment in local partnerships may result from a variety of circumstances, including a Local Partnership's accounting policies, subsidy structure, debt structure and operating deficits, among other things. Accordingly, cumulative losses and cash distributions in excess of the investment are not necessarily indicative of adverse operating results of a Local Partnership.

Registrant’sRegistrant's operations for the three months ended September 29,December 30, 2015 and 2014 have not varied significantly, as reflectedresulted in net income of $354,835 and $3,552,720, respectively. The decrease is primarily attributable to (i) a decrease in gain on sale of limited partner interests/local partnership properties of approximately $3,191,000 and (ii) a decrease in other income from local partnerships of approximately $23,000, all partially offset by thea net losses of $51,223 and $53,358, respectively. However, interest revenue anddecrease in operating expenses have decreased by $26,000 and $28,000, respectively.

Item 2.                  Management's Discussion and Analysis of Financial Condition and Results of Operations  (Continued).

Registrant’sRegistrant's operations for the sixnine months ended September 29,December 30, 2015 and 2014 resulted in lossesnet income of $91,673$263,162 and $118,993,$3,433,727, respectively. The decrease is primarily attributable to (i) a net decrease in operating expenses of approximately $46,000 and (ii) a decrease in lossgain on sale of limited partner interests/local partnership properties of approximately $8,000, all partially offset by$3,184,000, (ii) a decrease in interest revenue of approximately $26,000.$28,000 and (iii) a decrease in other income from local partnerships of approximately $23,000, all partially offset by a net decrease in operating expenses of approximately $64,000. Other comprehensive loss for the sixnine months ended September 29,December 30, 2015 resulted from the reclassification of unrealized gain on investment in Pemberwick of $3,492 and an unrealized loss on investment in Pemberwick of $5,255.$13,171.

Registrant's primary objective, to provide Low-income Housing Tax Credits to Limited Partners, has been completed. The relevant state tax credit agency allocated each of the Local Partnerships an amount of Low-income Housing Tax Credits, which are generally available for a ten year period from the year the Property is placed in service (the “Ten"Ten Year Credit Period”Period"). The Ten Year Credit Period was fully exhausted with respect to all of the Properties as of December 31, 2005. 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 Period of all of the Local Partnerships had expired as of December 31, 2006. In addition, certain of the Local Partnerships entered into agreements with the relevant state tax credit agencies whereby the Local Partnerships must maintain the low-income nature of the Properties for a period which exceeds the Compliance Period (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period (the “Extended"Extended Use Provisions”Provisions"). Although the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted. Registrant ishas been in the process of disposing of its remaining Local Partnership Interests. AsInterests and, as of October 30, 2015, RegistrantFebruary 4, 2016, owns threeone of the fifty Local Partnership Interests initially acquired.acquired (Littleton Avenue Community Village, L.P. ("Littleton")). In a prior year, Registrant served a demand on the general partners of all then remaining Local Partnerships (the “Local"Local General Partners”Partners") to commence a sale process to dispose of the Properties. In the event a sale of the Littleton Property cannot be consummated, it is the General Partner’sPartner's intention to sell or assign Registrant’s remainingRegistrant's Local Partnership Interests. It is uncertain as to the amount, if any,Interest in Littleton. Registrant does not anticipate that Registrantit will receive any proceeds in connection with respect to each specific Property from such salessale or assignments.assignment and may incur certain costs in connection therewith. Registrant intends to dissolve after the final disposition of its remaining Local Partnership Interests;Interest in Littleton, although there can be no assurance as to when Registrantsuch final disposition will dispose of its remaining Local Partnership Interests.occur.

The remaining Properties are principally comprised ofLittleton owns a subsidized and leveraged low-income multifamily residential complexescomplex located in Arkansas, Massachusetts andNewark, New Jersey. Two of the three remaining Local Partnerships receive rental subsidy payments under Section 8 of Title II of the Housing and Community Development Act of 1974 ("Section 8”). The subsidy agreements expire at various times. Since October 1997, the United States Department of Housing and Urban Development (“HUD”) has issued a series of directives related to project based Section 8 contracts that define owners’ notification responsibilities, advise owners of project based Section 8 properties of what their options are regarding the renewal of Section 8 contracts, provide guidance and procedures to owners, management agents, contract administrators and HUD staff concerning renewal of Section 8 contracts, provide policies and procedures on setting renewal rents and handling renewal rent adjustments and provide the requirements and procedures for opting-out of a Section 8 project based contract. Registrant cannot predict legislative initiatives and governmental budget negotiations, the outcome of which could result in a reduction in funds available for the various federal and state administered housing programs including the Section 8 program. Such changes could adversely affect the future net operating income before debt service (“NOI”) and debt structure of any or all Local Partnerships currently receiving such subsidy. The two Local Partnerships’ Section 8 contracts are currently subject to renewal under applicable HUD guidelines.

SubsequentDuring the year ended March 30, 2015, Lakeside Housing Limited Partnership ("Lakeside Housing") sold its underlying Property to September 29,an unaffiliated entity. Registrant recognized a gain of $4,636,143 in connection with the sale, of which $869,404 was received during the nine months ended December 30, 2015 and is reflected as due from local partnerships in the accompanying unaudited balance sheet as of March 30, 2015.  Lakeside Housing has since been dissolved.

During the nine months ended December 30, 2015, Registrant sold its Local Partnership Interests in Hill Com I Associates Limited Partnership and Hill Com II Associates Limited Partnership (collectively the “Hill"Hill Com Local Partnerships”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.

The accompanying unaudited financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”("GAAP"), which requires Registrant to make certain estimates and assumptions. The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Registrant’sRegistrant's financial condition and results of operations. Registrant believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the accompanying unaudited financial statements.

Item 2.                  Management's Discussion and Analysis of Financial Condition and Results of Operations  (Continued).

As a cautionary note, with the exception of historical facts, the matters discussed in this quarterly report on Form 10-Q are “forward-looking”"forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”"Reform Act"). Forward-looking statements may relate to, among other things, current expectations, forecasts of future events, future actions, future performance generally, business development activities, capital expenditures, strategies, the outcome of contingencies, future financial results, financing sources and availability and the effects of regulation and competition. Words such as “anticipate,” “expect,” “intend,” “plan,” “seek,” “estimate”"anticipate," "expect," "intend," "plan," "seek," "estimate" and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. Registrant may also provide written forward-looking statements in other materials released to the public. Such statements are made in good faith by Registrant pursuant to the “Safe Harbor”"Safe Harbor" provisions of the Reform Act. Registrant undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Such forward-looking statements involve known risks, uncertainties and other factors that may cause Registrant’sRegistrant's actual results of operations or actions to be materially different from future results of operations or actions expressed or implied by the forward-looking statements.

Item 3.                  Quantitative and Qualitative Disclosure About Market Risk.

Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

Item 4.                  Controls and Procedures.

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed by Registrant in reports that Registrant files or submits under the Exchange Act is recorded, processed, summarized and timely reported as provided in SEC rules and forms. Registrant periodically reviews the design and effectiveness of its disclosure controls and procedures, including compliance with various laws and regulations that apply to its operations. Registrant makes modifications to improve the design and effectiveness of its disclosure controls and procedures, and may take other corrective action, if its reviews identify a need for such modifications or actions. In designing and evaluating the disclosure controls and procedures, Registrant recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Registrant has carried out an evaluation, under the supervision and the participation of its management, including the Chief Executive Officer and Chief Financial Officer of the general partner of the General Partner, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the three months ended September 29,December 30, 2015. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of the general partner of the General Partner concluded that Registrant’sRegistrant's disclosure controls and procedures were effective as of September 29,December 30, 2015.

There were no changes in Registrant’sRegistrant's internal control over financial reporting during the three months ended September 29,December 30, 2015 that have materially affected, or are reasonably likely to materially affect, Registrant’sRegistrant's internal control over financial reporting.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.