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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 10-Q

(Mark One)
[ X ]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 29, 2012

OR

[     ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ____________ to ____________

Commission File Number: 0-18405

American Tax Credit Properties II L.P.
(Exact Name of Registrant as Specified in its Charter)
 
            Delaware                   
  13-3495678 
State or Other Jurisdiction of
(IRS Employer
Incorporation or Organization
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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.  Yes    X    No      

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes     X      No        

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer        Accelerated Filer        Non-Accelerated Filer        Smaller Reporting Company X 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes         No   X 

As of November 12, 2012, there are 55,746 units of limited partnership interest outstanding.

 
 

 

AMERICAN TAX CREDIT PROPERTIES II L.P.

PART I - FINANCIAL INFORMATION


Table of Contents
 
   
Page
     
Item 1.
Financial Statements.
 
     
Balance Sheets
3
     
Statements of Operations
4
     
Statements of Cash Flows
5
     
Notes to Financial Statements
7
     
Item 2.
Management’s Discussion and Analysis of Financial
 
 
Condition and Results of Operations.
10
     
Item 3.
Quantitative and Qualitative Disclosure About Market Risk.
14
     
Item 4.
Controls and Procedures.
14

 
2

 

AMERICAN TAX CREDIT PROPERTIES II L.P.
BALANCE SHEETS
(UNAUDITED)



   
September 29,
   
March 30,
 
   
2012
   
2012
 
             
ASSETS
           
             
Cash and liquid investments
           
             
Cash and cash equivalents
  $ 21,420     $ 31,046  
Investment in Pemberwick Fund - a short duration bond fund
    3,085,864       3,113,846  
                 
Total cash and liquid investments
    3,107,284       3,144,892  
                 
Due from local partnerships
            37,500  
Investment in local partnerships
    1,319,941       1,195,248  
                 
    $ 4,427,225     $ 4,377,640  
                 
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
               
                 
Liabilities
               
                 
Accounts payable and accrued expenses
  $ 29,650     $ 75,632  
Payable to general partner and affiliates
    284,069       147,254  
                 
      313,719       222,886  
                 
Commitments and contingencies
               
                 
Partners' equity (deficit)
               
                 
General partner
    (451,957 )     (451,263 )
Limited partners (55,746 units of limited partnership interest outstanding)
    4,533,406       4,602,072  
Accumulated other comprehensive income
    32,057       3,945  
                 
      4,113,506       4,154,754  
                 
    $ 4,427,225     $ 4,377,640  
 
See Notes to Financial Statements.

 
3

 

AMERICAN TAX CREDIT PROPERTIES II L.P.
STATEMENTS OF OPERATIONS
THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 29, 2012 AND 2011
(UNAUDITED)



   
Three Months
   
Six Months
   
Three Months
   
Six Months
 
   
Ended
   
Ended
   
Ended
   
Ended
 
   
September 29,
2012
   
September 29,
2012
   
September 29,
2011
   
September 29,
2011
 
                         
REVENUE
                       
                         
Interest
  $ 9,316     $ 18,907     $ 8,741     $ 22,232  
Other income from local partnerships
    2,500       4,688       1,854       187,042  
                                 
TOTAL REVENUE
    11,816       23,595       10,595       209,274  
                                 
EXPENSES
                               
                                 
Administration fees
    38,557       71,621       39,431       83,483  
Management fees
    38,557       71,621       39,431       83,483  
Professional fees
    19,538       36,973       17,495       37,116  
State of New Jersey filing fee
    15,184       30,367       17,899       35,650  
Printing, postage and other
    4,572       7,066       7,229       12,834  
                                 
TOTAL EXPENSES
    116,408       217,648       121,485       252,566  
                                 
      (104,592 )     (194,053 )     (110,890 )     (43,292 )
                                 
Equity in income of investment in local partnerships
    113,511       124,693       78,407       155,964  
                                 
NET INCOME (LOSS)
    8,919       (69,360 )     (32,483 )     112,672  
                                 
Other comprehensive income (loss) - Pemberwick Fund
    25,175       28,112       (69,293 )     (78,728 )
Other comprehensive income - investment in bond
                    3,253          
Reclassification of unrealized gain on investment in bond
                    (2,730 )     (2,730 )
                                 
COMPREHENSIVE INCOME (LOSS)
  $ 34,094     $ (41,248 )   $ (101,253 )   $ 31,214  
 
                               
NET INCOME (LOSS) ATTRIBUTABLE TO
                               
                                 
General partner
  $ 89     $ (694 )   $ (325 )   $ 1,127  
Limited partners
    8,830       (68,666 )     (32,158 )     111,545  
                                 
    $ 8,919     $ (69,360 )   $ (32,483 )   $ 112,672  
                                 
NET INCOME (LOSS) per unit of limited partnership interest (55,746 units of limited partnership interest)
  $  .16     $ (1.23 )   $ (.58 )   $  2.00  

See Notes to Financial Statements.

 
4

 

AMERICAN TAX CREDIT PROPERTIES II L.P.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 29, 2012 AND 2011
(UNAUDITED)

 
   
2012
   
2011
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
             
Interest received
  $ 18,907     $ 28,399  
Cash paid for
               
Administration fees
    (6,427 )     (7,729 )
Professional fees
    (64,612 )     (67,257 )
State of New Jersey filing fee
    (46,354 )     (128,143 )
Printing, postage and other expenses
    (9,422 )     (18,994 )
                 
Net cash used in operating activities
    (107,908 )     (193,724 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
                 
Investments in Pemberwick Fund
    (19,418 )     (23,138 )
Redemptions from Pemberwick Fund
    75,512          
Proceeds in connection with sale of limited partner interests/local partnership properties
            48,894  
Distributions received from local partnerships
    42,188       187,042  
                 
Net cash provided by investing activities
    98,282       212,798  
                 
Net increase (decrease) in cash and cash equivalents
    (9,626 )     19,074  
                 
Cash and cash equivalents at beginning of period
    31,046       280,505  
                 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 21,420     $ 299,579  
                 
                 
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
               
                 
Unrealized gain (loss) on investment in Pemberwick Fund
  $ 28,112     $ (78,728 )
                 
Reclassification of unrealized gain on investment in bond
          $ (2,730 )

See reconciliation of net income (loss) to net cash used in operating activities on page 6.
 
See Notes to Financial Statements.

 
5

 

AMERICAN TAX CREDIT PROPERTIES II L.P.
STATEMENTS OF CASH FLOWS - CONTINUED
SIX MONTHS ENDED SEPTEMBER 29, 2012 AND 2011
(UNAUDITED)
 

 
2012
   
2011
         
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES
           
             
Net income (loss)
  $ (69,360 )   $ 112,672  
                 
Adjustments to reconcile net income (loss) to net cash used in operating activities
               
                 
Equity in income of investment in local partnerships
    (124,693 )     (155,964 )
Other income from local partnerships
    (4,688 )     (187,042 )
Amortization of premium on investment in bond
            1,229  
Loss on redemption of investment in bond
            4,914  
Decrease in interest receivable
            24  
Decrease in accounts payable and accrued expenses
    (45,982 )     (128,794 )
Increase in due to general partner and affiliates
    136,815       159,237  
                 
NET CASH USED IN OPERATING ACTIVITIES
  $ (107,908 )   $ (193,724 )

See Notes to Financial Statements.

 
6

 

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 29, 2012
(UNAUDITED)

1.
Basis of Presentation

The accompanying unaudited financial statements of American Tax Credit Properties II L.P. (the “Partnership”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. They do not include all information and footnotes required by GAAP for complete financial statements. The results of operations are impacted, in part, by the combined results of operations of the Partnership’s investee partnerships (the “Local Partnerships”), which are provided by the general partners of the Local Partnerships (the “Local General Partners”) on an unaudited basis during interim periods. Accordingly, the accompanying unaudited financial statements are dependent on such unaudited information. In the opinion of the general partner of the Partnership (the “General Partner”), the accompanying unaudited financial statements include all adjustments necessary to present fairly the financial position as of September 29, 2012 and the results of operations and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. The results of operations for the six months ended September 29, 2012 are not necessarily indicative of the results that may be expected for the entire year.

Certain prior period balances have been reclassified to conform to the current period presentation.

2.
Investment in Local Partnerships

The Partnership initially acquired limited partner equity interests (the “Local Partnership Interests”) in fifty Local Partnerships representing capital contributions in the aggregate amount of $48,460,126, which includes voluntary advances (the “Advances”) made to certain Local Partnerships and all of which has been paid. As of September 29, 2012, the Partnership holds a Local Partnership Interest in thirty-five Local Partnerships. See discussion below regarding the sale of a Local Partnership Interest subsequent to September 29, 2012. The Partnership has no legal obligation to fund any operating deficits of the Local Partnerships.

For the six months ended September 29, 2012, the investment in local partnerships activity consists of the following:

Investment in local partnerships as of March 30, 2012
  $ 1,195,248  
         
Equity in income of investment in local partnerships
    124,693 *
         
Distributions from Local Partnerships
    (4,688 )
         
Distributions classified as other income
    4,688  
         
Investment in local partnerships as of September 29, 2012
  $ 1,319,941  
         
 
*In the event the operations of a Local Partnership result in a loss, equity in loss of each investment in Local Partnership allocated to the Partnership is recognized to the extent of the Partnership’s 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.

In October 2012, the Partnership sold its Local Partnership Interest in Mirador del Toa Limited Partnership (“Mirador del Toa”) to an affiliate of the Local General Partner of Mirador del Toa for $19,241. The Partnership’s investment balance in Mirador del Toa, after cumulative equity losses and distributions, became zero during the year ended March 30, 1996.

 
7

 

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
SEPTEMBER 29, 2012
(UNAUDITED)

2.
Investment in Local Partnerships (Continued)

The non-mandatory mortgages of Littleton Avenue Community Village, L.P. (“Littleton”) matured in October 2006 but have not been repaid or formally extended. Unpaid principal and accrued interest as of October 2012 total approximately $8,774,000. The Local General Partner of Littleton represents that a lien holder has commenced a foreclosure action in connection with delinquent real estate taxes (see discussion below) but that neither lender has issued a notice of default related to the mortgages and that negotiations are ongoing in an effort to refinance. The real estate tax abatement on the Property expired in June 2007; the City of Newark (the “City”) assessed the Property and has charged Littleton for real estate taxes. The Local General Partner of Littleton reports that real estate taxes are in arrears approximately $444,000 as of June 2012, which includes accrued interest, and that the City has sold certain of the tax liens to third parties. The Partnership’s investment balance in Littleton, after cumulative equity losses and distributions, became zero during the year ended March 30, 1999.

The Local General Partner of Queen Lane Investors (“Queen Lane”) represents that, as a result of a dispute between the local housing agency (the “Agency”) and the Local General Partner of Queen Lane regarding the adequacy of certain unit repairs mandated by the Agency, the Local General Partner of Queen Lane requested that the Agency cancel the Section 8 voucher contract in connection with the Property. As a result, the Property has been vacant since October 2007. Two of Queen Lane’s mortgages matured in 2007 but have not been repaid or formally extended, representing principal and accrued interest of approximately $2,321,000 as of October 2012. The Local General Partner of Queen Lane further represents that the lender has not issued a notice of default and that real estate taxes are in arrears approximately $31,000 as of September 2012. The Local General Partner of Queen Lane is attempting to refinance the mortgages and make the necessary repairs to the Property. The Partnership’s investment balance in Queen Lane, after cumulative equity losses and distributions, became zero during the year ended March 30, 2001.

The Partnership’s investment in North Hills Farms Limited Partnership (“North Hills Farms”) represents more than 20% of the Partnership’s total assets as of September 29, 2012 and the equity in income from the Partnership’s investment in North Hills Farms represents more than 20% of the Partnership’s net loss for the six months then ended. The following financial information represents certain unaudited balance sheet and operating statement data of North Hills Farms as of and for the six months ended June 30, 2012:

Total assets
  $ 4,154,012  
         
Total liabilities
  $ 1,020,573  
         
Revenue
  $ 1,552,953  
         
Net income
  $ 125,953  


 
8

 

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
SEPTEMBER 29, 2012
(UNAUDITED)

3.
Investment in Pemberwick Fund

The Partnership carries its investment in Pemberwick Fund, a short duration bond fund (“Pemberwick”) at estimated fair value. The fair value of the Partnership’s investment in Pemberwick is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements as defined in Accounting Standards Codification (“ASC”) Topic 820. Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access. Pemberwick’s net asset value (“NAV”) is $10.11 per share as of September 29, 2012. An unrealized gain of $32,057 is reflected as accumulated other comprehensive income in the accompanying unaudited balance sheet as of September 29, 2012. As of September 29, 2012, the Partnership has earned $103,143 of interest revenue from its investment in Pemberwick.

4.
Additional Information

Additional information, including the audited March 30, 2012 Financial Statements and the Organization, Purpose and Summary of Significant Accounting Policies, is included in the Partnership's Annual Report on Form 10-K for the fiscal year ended March 30, 2012 on file with the Securities and Exchange Commission.
 
 
9

 

AMERICAN TAX CREDIT PROPERTIES II L.P.

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

Material Changes in Financial Condition

As of September 29, 2012, American Tax Credit Properties II L.P. (the “Registrant”) has not experienced a significant change in financial condition as compared to March 30, 2012. Principal changes in assets are comprised of periodic transactions and adjustments and equity in income (loss) from operations of Registrant’s investee partnerships (the “Local Partnerships”), which own low-income multifamily residential complexes (the “Properties”) that qualified for the low-income housing tax credit in accordance with Section 42 of the Internal Revenue Code (the “Low-income Housing Tax Credit”). During the six months ended September 29, 2012, Registrant received cash from interest revenue, redemptions from Pemberwick Fund, a short duration bond fund (“Pemberwick”) and distributions from Local Partnerships and utilized cash for operating expenses and investments in Pemberwick. Cash and cash equivalents and investment in Pemberwick decreased, in the aggregate, by approximately $38,000 during the six months ended September 29, 2012 (which includes an unrealized gain on investment in Pemberwick of approximately $28,000). During the six months ended September 29, 2012, the investment in local partnerships increased as a result of Registrant's equity in the Local Partnerships' net income for the six months ended June 30, 2012 of $124,693. Payable to general partner and affiliates represents accrued administration and management fees in the accompanying unaudited balance sheet as of September 29, 2012.

Results of Operations

Registrant’s operating results are dependent, in part, upon the operating results of the Local Partnerships and are impacted by the Local 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’s share of each Local Partnership’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’s investment balance in each Local Partnership. Equity in loss in excess of Registrant’s investment balance in a Local Partnership is allocated to other partners’ capital in any such Local Partnership.

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. In addition, the book value of Registrant’s investment in each Local Partnership (the “Local Partnership Carrying Value”) may be reduced if the Local Partnership Carrying Value is considered to exceed the estimated value derived by management. Accordingly, cumulative losses and cash distributions in excess of the investment or an adjustment to a Local Partnership’s Carrying Value are not necessarily indicative of adverse operating results of a Local Partnership.

Registrant’s operations for the three months ended September 29, 2012 and 2011 resulted in net income (loss) of $8,919 and $(32,483), respectively. The decrease in net loss is primarily attributable to an increase in equity in income of investment in local partnerships of approximately $35,000, which increase is attributable to an increase in the net income of the Local Partnership in which Registrant continues to have an investment balance. Other comprehensive income for the three months ended September 29, 2012 resulted from an unrealized gain on investment in Pemberwick of $25,175.

 
10

 

AMERICAN TAX CREDIT PROPERTIES II L.P.

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

Registrant’s operations for the six months ended September 29, 2012 and 2011 resulted in net income (loss) of $(69,360) and $112,672, respectively. The increase in net loss is primarily attributable to (i) a decrease in other income from local partnerships of approximately $182,000 and (ii) a decrease in equity in income of investment in local partnerships of approximately $31,000, which decrease is attributable to a decrease in the net income of the Local Partnership in which Registrant continues to have an investment balance, all partially offset by a decrease in administration and management fees in the aggregate of approximately $24,000. Other comprehensive income for the six months ended September 29, 2012 resulted from an unrealized gain on investment in Pemberwick of $28,112.

Local Partnership Matters

Registrant's primary objective, to provide Low-income Housing Tax Credits to the limited partners (the “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 Year Credit 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 Use 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 is in the process of disposing of its limited partner equity interests in the Local Partnerships (the “Local Partnership Interests”). As of November 2012, Registrant owns thirty-four of the fifty Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the general partners of all then remaining Local Partnerships (the “Local General Partners”) to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s Local Partnership Interests. Following the final disposition of its Local Partnership Interests, Registrant intends to dissolve. It is uncertain as to the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments. There can be no assurance as to when Registrant will dispose of its remaining Local Partnership Interests.

The Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located throughout the United States and in Puerto Rico. Many of the Local Partnerships receive rental subsidy payments, seven of which include 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 reasonably 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 or similar subsidies. The seven Local Partnerships’ Section 8 contracts, certain of which cover only certain rental units, are currently subject to renewal under applicable HUD guidelines. Of the seven Local Partnerships noted above, three have entered into restructuring agreements, resulting in changes to both rent subsidy and mandatory debt service.

 
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AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 2.             Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).
 
The Local Partnerships have various financing structures which include (i) required debt service payments ("Mandatory Debt Service") and (ii) debt service payments that are payable only from available cash flow subject to the terms and conditions of the notes, which may be subject to specific laws, regulations and agreements with appropriate federal and state agencies ("Non-Mandatory Debt Service or Interest"). Registrant has no legal obligation to fund any operating deficits of the Local Partnerships.

In October 2012, Registrant sold its Local Partnership Interest in Mirador del Toa Limited Partnership (“Mirador del Toa”) to an affiliate of the Local General Partner of Mirador del Toa for $19,241. Registrant’s investment balance in Mirador del Toa, after cumulative equity losses and distributions, became zero during the year ended March 30, 1996.

The non-mandatory mortgages of Littleton Avenue Community Village, L.P. (“Littleton”) matured in October 2006 but have not been repaid or formally extended. Unpaid principal and accrued interest as of October 2012 total approximately $8,774,000. The Local General Partner of Littleton represents that a lien holder has commenced a foreclosure action in connection with delinquent real estate taxes (see discussion below) but that neither lender has issued a notice of default related to the mortgages and that negotiations are ongoing in an effort to refinance. The real estate tax abatement on the Property expired in June 2007; the City of Newark (the “City”) assessed the Property and has charged Littleton for real estate taxes. The Local General Partner of Littleton reports that real estate taxes are in arrears approximately $444,000 as of June 2012, which includes accrued interest, and that the City has sold certain of the tax liens to third parties. Registrant’s investment balance in Littleton, after cumulative equity losses and distributions, became zero during the year ended March 30, 1999.

The Local General Partner of Queen Lane Investors (“Queen Lane”) represents that, as a result of a dispute between the local housing agency (the “Agency”) and the Local General Partner of Queen Lane regarding the adequacy of certain unit repairs mandated by the Agency, the Local General Partner of Queen Lane requested that the Agency cancel the Section 8 voucher contract in connection with the Property. As a result, the Property has been vacant since October 2007. Two of Queen Lane’s mortgages matured in 2007 but have not been repaid or formally extended, representing principal and accrued interest of approximately $2,321,000 as of October 2012. The Local General Partner of Queen Lane further represents that the lender has not issued a notice of default and that real estate taxes are in arrears approximately $31,000 as of September 2012. The Local General Partner of Queen Lane is attempting to refinance the mortgages and make the necessary repairs to the Property. Registrant’s investment balance in Queen Lane, after cumulative equity losses and distributions, became zero during the year ended March 30, 2001.

In November 2009, Harborside Housing Limited Partnership (“Harborside”) sold its underlying Property to an unaffiliated third party, in connection with which Registrant has received a total of approximately $3,917,000 as of September 29, 2012. Harborside continues in existence and there may be additional proceeds after further resolution of Harborside’s accounts. Registrant’s investment balance in Harborside, after cumulative equity losses and distributions, became zero during the year ended March 30, 2004.
 
 
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AMERICAN TAX CREDIT PROPERTIES II L.P.

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

Critical Accounting Policies and Estimates

The accompanying unaudited financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“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’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.

 
Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting.
     
 
If the book value of Registrant’s investment in a Local Partnership exceeds the estimated value derived by management, Registrant reduces its investment in any such Local Partnership and includes such reduction in equity in loss of investment in local partnerships. Registrant makes such assessment at least annually in the fourth quarter of its fiscal year or whenever there are indications that a permanent impairment may have occurred. A loss in value of an investment in a Local Partnership other than a temporary decline would be recorded as an impairment loss. Impairment is measured by comparing the investment carrying amount to the estimated residual value of the investment.
     
 
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.

Forward-Looking Information

As a cautionary note, with the exception of historical facts, the matters discussed in this quarterly report on Form 10-Q are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “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” 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” 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’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.
 
 
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AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 3.             Quantitative and Qualitative Disclosure About Market Risk.

Registrant’s investment in Pemberwick is subject to certain risk. The fixed income securities in which Pemberwick invests are subject to interest rate risk, credit risk, prepayment risk, counterparty risk, liquidity risk, management risk, government security risk and valuation risk. Typically, when interest rates rise, the market prices of fixed income securities go down. Pemberwick is classified as “non-diversified,” and thus may invest most of its assets in securities issued by or representing a small number of issuers. As a result, Pemberwick may be more susceptible to the risks associated with these particular issuers, or to a single economic, political or regulatory occurrence affecting these issuers. These risks could adversely affect Pemberwick’s net asset value (“NAV”), yield and total return. An unrealized gain of $32,057 is reflected as accumulated other comprehensive income in the accompanying unaudited balance sheet as of September 29, 2012. As of September 29, 2012, Registrant has earned $103,143 of interest revenue from its investment in Pemberwick.

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, 2012. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of the general partner of the General Partner concluded that Registrant’s disclosure controls and procedures were effective as of September 29, 2012.

There were no changes in Registrant’s internal control over financial reporting during the three months ended September 29, 2012 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.

 
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AMERICAN TAX CREDIT PROPERTIES II L.P.

Part II - OTHER INFORMATION

Item 1.
Legal Proceedings.
   
 
None.
   
Item 1A.
Risk Factors.
   
 
There have been no material changes from the risk factors previously disclosed in Item 1A of Registrant’s Annual Report on Form 10-K for the year ended March 30, 2012.
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
   
 
None.
   
Item 3.
Defaults Upon Senior Securities.
   
 
None; see Item 2 of Part I regarding the mortgage default of certain Local Partnerships.
   
Item 4.
Mine Safety Disclosures.
   
 
Not applicable.
   
Item 5.
Other Information.
   
 
None.
   
Item 6.
Exhibits.
   
 
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
 
Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
 
Exhibit 32.1 Section 1350 Certification of Chief Executive Officer.
 
Exhibit 32.2 Section 1350 Certification of Chief Financial Officer.
 
Exhibit 101.ins - XBRL Instance.*
 
Exhibit 101.xsd - XBRL Schema.*
 
Exhibit 101.cal - XBRL Calculation.*
 
Exhibit 101.def - XBRL Definition.*
 
Exhibit 101.lab - XBRL Label.*
 
Exhibit 101.pre - XBRL Presentation.*
   
 
*The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 
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SIGNATURES


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.

   
 
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: November 12, 2012
/s/David Salzman
 
By: David Salzman
 
Chief Executive Officer
   
   
   
Dated: November 12, 2012
/s/James Hussey
 
By:James Hussey
 
Chief Financial Officer
   
   
   
Dated: November 12, 2012
/s/Richard Paul Richman
 
By:Richard Paul Richman
 
Sole Director
   
   
   
 
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