SEC Comment Letter for HOUSING PROGRAMS LTD (CIK 0000750304) — Jun 24, 2005
HOUSING PROGRAMS LTD (CIK 0000750304)
Date: June 24, 2005 · CIK: 0000750304 · Accession: 0000000000-05-032264
AI Filing Summary & Sentiment
File numbers found in text: 000-13808
Letter
Mail Stop 4561 VIA U.S. MAIL AND FAX (864) 239-5824 Mr. Brain H. Shuman Senior Vice President and Chief Financial Officer National Partnership Investments Corporation 55 Beattie Place, P.O. Box 1089 Greenville, SC 29602
Re: Housing Programs Limited Form 10-KSB for the year ended December 31, 2004 Filed April 8, 2005 File No. 000-13808
Dear Mr. Shuman:
We have reviewed your filing and have the following comments. We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. In our comments, we ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-KSB for the year ended December 31, 2004
Financial Statements and Notes
Note 1, Summary of Significant Accounting Policies Recent Accounting Pronouncements
1. You determined that all of the entities in which you hold an interest at December 31, 2004 are VIEs and that you are not the primary beneficiary of any of these entities. Please tell us how you determined each of these entities were VIEs. In your response, please advise us of the authority and obligations of the general partner(s) of the Local Limited Partnerships, and your relationship with each of the general partners. Finally, please quantify the equity investment at risk for each general partner of the Local Limited Partnerships, net of any upfront fees received.
2. You refer to your maximum exposure to loss at December 31, 2004 relative to determining the primary beneficiary for the identified VIEs. Please tell us whether you evaluated the expected losses and residual returns and equity investment at risk, as applicable, at the time you became involved with the Local Limited Partnerships, as opposed to your equity at risk at December 31, 2004. Additionally, please tell us whether you included your rights to tax credits when evaluating the expected cash flows.
3. Please explain to us the circumstances in which you have the right to replace the general partner of the Local Limited Partnerships.
* * * *
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
* the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
You may contact Josh Forgione, at (202) 551-3431, or me, at (202) 551-3403, if you have questions. Please respond to the comments included in this letter within ten business days or tell us when you will provide us with a response. Please file your response on EDGAR.
Sincerely,
Steven Jacobs
Accounting Branch Chief
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
June 24, 2005
Mail Stop 4561
VIA U.S. MAIL AND FAX (864) 239-5824
Mr. Brain H. Shuman
Senior Vice President and Chief Financial Officer
National Partnership Investments Corporation
55 Beattie Place, P.O. Box 1089
Greenville, SC 29602
Re: Housing Programs Limited
Form 10-KSB for the year ended December 31, 2004
Filed April 8, 2005
File No. 000-13808
Dear Mr. Shuman:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. In our comments, we ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB for the year ended December 31, 2004
Financial Statements and Notes
Note 1, Summary of Significant Accounting Policies
Recent Accounting Pronouncements
1. You determined that all of the entities in which you hold an
interest at December 31, 2004 are VIEs and that you are not the
primary beneficiary of any of these entities. Please tell us how
you
determined each of these entities were VIEs. In your response,
please advise us of the authority and obligations of the general
partner(s) of the Local Limited Partnerships, and your
relationship
with each of the general partners. Finally, please quantify the
equity investment at risk for each general partner of the Local
Limited Partnerships, net of any upfront fees received.
2. You refer to your maximum exposure to loss at December 31, 2004
relative to determining the primary beneficiary for the identified
VIEs. Please tell us whether you evaluated the expected losses
and
residual returns and equity investment at risk, as applicable, at
the
time you became involved with the Local Limited Partnerships, as
opposed to your equity at risk at December 31, 2004. Additionally,
please tell us whether you included your rights to tax credits
when
evaluating the expected cash flows.
3. Please explain to us the circumstances in which you have the
right
to replace the general partner of the Local Limited Partnerships.
* * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, if you have questions. Please respond to the
comments
included in this letter within ten business days or tell us when
you
will provide us with a response. Please file your response on
EDGAR.
Sincerely,
Steven Jacobs
Accounting Branch Chief
??
??
??
??
Mr. Brian H. Shuman
Housing Programs Limited
June 24, 2005
Page 1
</TEXT>
</DOCUMENT>