AMERICAN TAX CREDIT TRUST SERIES I - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - AMERICAN TAX CREDIT TRUST SERIES I	Financial_Report.xls
EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER. - AMERICAN TAX CREDIT TRUST SERIES I	atctexh312.htm
EX-32.2 - SECTION 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER. - AMERICAN TAX CREDIT TRUST SERIES I	atctexh322.htm
EX-32.1 - SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER. - AMERICAN TAX CREDIT TRUST SERIES I	atctexh321.htm
EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER. - AMERICAN TAX CREDIT TRUST SERIES I	atctexh311.htm

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 December 30, 2014

[ ] 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: 0-24600

American Tax Credit Trust, a Delaware statutory business trust Series I

(Exact Name of Registrant as Specified in its Charter)


Delaware	06-6385350
(State or Other Jurisdiction of Organization)	(I.R.S. Employer Incorporation or Identification No.)

Richman American Credit Corp.
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 February 12, 2015, there are 18,654 units of beneficial ownership interest outstanding.

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

PART I - FINANCIAL INFORMATION

Table of Contents
		Page

Item 1.	Financial Statements.

Balance Sheets		3

Statements of Operations and Comprehensive Income (Loss)		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.	13

Item 4.	Controls and Procedures.	14

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

BALANCE SHEETS

(UNAUDITED)

	December 30,			March 30,
	2014			2014

ASSETS

Cash and liquid investments

Cash and cash equivalents	$	36,552		$	111,475
Investment in Pemberwick Fund, a short duration bond fund		362,357			654,505

Total cash and liquid investments		398,909			765,980

Investment in local partnerships		432,777			2,518,186

	$	831,686		$	3,284,166

LIABILITIES AND OWNERS' EQUITY (DEFICIT)

Liabilities

Accounts payable and accrued expenses	$	17,188		$	23,137
Payable to manager and affiliates		555,316			717,095

		572,504			740,232

Commitments and contingencies

Owners' equity (deficit)

Manager		(161,304	)		(138,488	)
Beneficial owners (18,654 units of beneficial ownership interest outstanding)		419,162			2,677,898
Accumulated other comprehensive income		1,324			4,524

		259,182			2,543,934

	$	831,686		$	3,284,166

See Notes to Financial Statements.

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THREE AND NINE MONTH PERIODS ENDED DECEMBER 30, 2014 AND 2013

(UNAUDITED)

	Three Months Ended December 30, 2014			Nine Months Ended December 30, 2014			Three Months Ended December 30, 2013			Nine Months Ended December 30, 2013

REVENUE

Interest	$	2,299		$	6,190		$	3,689		$	8,574
Other income from local partnerships					3,000			48,750			52,500

TOTAL REVENUE		2,299			9,190			52,439			61,074

EXPENSES

Management fee		32,473			92,098			37,792			117,915
Professional fees		8,178			27,088			10,833			32,087
Printing, postage and other		3,703			14,556			3,726			6,847

TOTAL EXPENSES		44,354			133,742			52,351			156,849

		(42,055	)		(124,552	)		88			(95,775	)

Equity in income (loss) of investment in local partnerships		(2,182,918	)		(2,025,176	)		47,786			208,077

NET INCOME (LOSS)		(2,224,973	)		(2,149,728	)		47,874			112,302

Other comprehensive loss - investment in Pemberwick Fund		(3,075	)		(3,200	)		(570	)		(4,625	)

COMPREHENSIVE INCOME (LOSS)	$	(2,228,048	)	$	(2,152,928	)	$	47,304		$	107,677

NET INCOME (LOSS) ATTRIBUTABLE TO

Manager	$	(22,249	)	$	(21,497	)	$	479		$	1,123
Beneficial owners		(2,202,724	)		(2,128,231	)		47,395			111,179

	$	(2,224,973	)	$	(2,149,728	)	$	47,874		$	112,302

NET INCOME (LOSS) per unit of beneficial ownership interest (18,654 units of beneficial ownership interest)	$	(118.08	)	$	(114.09	)	$	2.54		$	5.96

See Notes to Financial Statements.

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED DECEMBER 30, 2014 AND 2013

(UNAUDITED)

	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received	$	4,286		$	7,189
Cash paid for
Management fees		(253,877	)		(253,889	)
Professional fees		(32,000	)		(39,099	)
Printing, postage and other expenses		(15,593	)		(8,984	)

Net cash used in operating activities		(297,184	)		(294,783	)

CASH FLOWS FROM INVESTING ACTIVITIES

Investments in Pemberwick Fund		(4,148	)		(6,870	)
Redemptions from Pemberwick Fund		295,000			170,000
Distributions received from local partnerships		63,233			109,741

Net cash provided by investing activities		354,085			272,871

CASH FLOWS FROM FINANCING ACTIVITIES

Distributions to owners		(131,824	)

Net cash used in financing activities		(131,824	)

Net decrease in cash and cash equivalents		(74,923	)		(21,912	)

Cash and cash equivalents at beginning of period		111,475			141,858

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	36,552		$	119,946

SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES

Unrealized loss on investment in Pemberwick Fund	$	(3,200	)	$	(4,625	)

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

See Notes to Financial Statements.

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

STATEMENTS OF CASH FLOWS - CONTINUED

NINE MONTHS ENDED DECEMBER 30, 2014 AND 2013

(UNAUDITED)

	2014			2013

RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES

Net income (loss)	$	(2,149,728	)	$	112,302

Adjustments to reconcile net income (loss) to net cash used in operating activities

Equity in loss (income) of investment in local partnerships		2,025,176			(208,077	)
Gain on redemptions from Pemberwick Fund		(1,904	)		(1,385	)
Other income from local partnerships		(3,000	)		(52,500	)
Decrease in accounts payable and accrued expenses		(5,949	)		(9,149	)
Decrease in payable to manager and affiliates		(161,779	)		(135,974	)

NET CASH USED IN OPERATING ACTIVITIES	$	(297,184	)	$	(294,783	)

See Notes to Financial Statements.

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

NOTES TO FINANCIAL STATEMENTS

DECEMBER 30, 2014

(UNAUDITED)

1.	Basis of Presentation

The accompanying unaudited financial statements of American Tax Credit Trust, a Delaware statutory business trust Series I (the “Trust”) 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 Trust’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 manager of the Trust (the “Manager”), the accompanying unaudited financial statements include all adjustments necessary to present fairly the financial position as of December 30, 2014 and the results of operations and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. The results of operations for the nine months ended December 30, 2014 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 Trust initially acquired limited partner equity interests (the “Local Partnership Interests”) in ten Local Partnerships representing capital contributions in the aggregate amount of $14,837,956, which includes voluntary advances (the “Advances”) made to certain Local Partnerships and all of which has been paid. As of December 30, 2014, the Trust holds a Local Partnership Interest in six Local Partnerships. The Trust has no legal obligation to fund any operating deficits of the Local Partnerships.

For the nine months ended December 30, 2014, the investment in local partnerships activity consists of the following:

Investment in local partnerships as of March 30, 2014	$	2,518,186

Equity in loss of investment in local partnerships		(2,025,176	) *

Distributions from Local Partnerships		(63,233	)

Distributions classified as other income		3,000

Investment in local partnerships as of December 30, 2014	$	432,777

*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 Trust is recognized to the extent of the Trust’s investment balance in each Local Partnership. Equity in loss in excess of the Trust’s investment balance in a Local Partnership is allocated to other partners’ capital in any such Local Partnership.

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

NOTES TO FINANCIAL STATEMENTS - CONTINUED

DECEMBER 30, 2014

(UNAUDITED)

2.	Investment in Local Partnerships (Continued)

St. John Housing Associates, L.P. (“St. John Housing”) has been receiving rental subsidy payments under Section 8 of Title II of the Housing and Community Development Act of 1974 (“Section 8”); St. John Housing’s Section 8 contracts expire on June 30, 2015. The Local General Partner of St. John Housing has reported that St. John Housing has entered into negotiations with the United States Department of Housing and Urban Development (“HUD”) in an effort to renew the Section 8 contracts beyond their expiration date. However, based on correspondence received from HUD, St. John Housing’s Local General Partner does not believe that the Section 8 contracts will be renewed at rent levels sufficient for St. John Housing to make its mandatory mortgage payments without a complete restructuring. After further analysis, the Trust has reduced its investment in St. John Housing by $2,200,000 during the nine months ended December 30, 2014. Such amount is included in equity in income (loss) of investment in local partnerships in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2014.

The Trust’s investment in St. John Housing represents more than 20% of the Trust’s total assets as of December 30, 2014. The following financial information represents certain unaudited balance sheet and operating statement data of St. John Housing as of and for the nine months ended September 30, 2014:

Total assets	$	5,279,461

Total liabilities	$	2,654,222

Revenue	$	1,124,183

Net income	$	176,590

3.	Investment in Pemberwick Fund

The Trust carries its investment in Pemberwick Fund, a short duration bond fund (“Pemberwick”) at estimated fair value. The fair value of the Trust’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 Trust has the ability to access. Pemberwick’s net asset value (“NAV”) is $10.04 per share as of December 30, 2014. An unrealized gain of $1,324 is reflected as accumulated other comprehensive income in the accompanying unaudited balance sheet as of December 30, 2014. The Trust has earned $52,447 of interest revenue from the date of its initial investment in Pemberwick through December 30, 2014.

4.	Distributions to Owners

During the nine months ended December 30, 2014, the Trust made a distribution of approximately $7.00 per unit of beneficial ownership interest to unit holders of record as of June 27, 2014; such amount includes nonresident state withholding taxes of $36,141 paid on behalf of certain of the beneficial owners (the “Beneficial Owners”) in connection with gains recognized by certain Local Partnerships for the year ended December 31, 2013. The total distribution to the Beneficial Owners was $130,505; the distribution to the Manager was $1,319.

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

NOTES TO FINANCIAL STATEMENTS - CONTINUED

DECEMBER 30, 2014

(UNAUDITED)

5.	Additional Information

Additional information, including the audited March 30, 2014 Financial Statements and the Organization, Purpose and Summary of Significant Accounting Policies, is included in the Trust's Annual Report on Form 10-K for the fiscal year ended March 30, 2014 on file with the Securities and Exchange Commission.

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

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

Material Changes in Financial Condition

As of December 30, 2014, American Tax Credit Trust, a Delaware statutory business trust Series I (the “Registrant”) has experienced a significant change in financial condition as compared to March 30, 2014, resulting primarily from an adjustment to the book value (the “Local Partnership Carrying Value”) of one of Registrant’s investee partnerships (a “Local Partnership”) (see discussion below), the payment of deferred management fees and distributions made to the owners (see discussion below). Principal changes in assets are comprised of periodic transactions and adjustments and equity in income (loss) from operations of the Local Partnerships, which own low-income multifamily residential complexes (the “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. During the nine months ended December 30, 2014, 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, investments in Pemberwick and distributions to the owners (see discussion below). Cash and cash equivalents and investment in Pemberwick decreased, in the aggregate, by approximately $367,000 during the nine months ended December 30, 2014 (which includes an unrealized loss on investment in Pemberwick of approximately $3,000). During the nine months ended December 30, 2014, the investment in local partnerships decreased as a result of Registrant's equity in the Local Partnerships' net loss for the nine months ended September 30, 2014 of $2,025,176 (which includes a $2,200,000 Local Partnership Carrying Value adjustment to Registrant’s investment in St. John Housing Associates, L.P. (“St. John Housing”) (see discussion below under Results of Operations and Local Partnership Matters) and cash distributions received from Local Partnerships of $60,233 (excluding $3,000 of distributions classified as other income from local partnerships). Payable to manager and affiliates in the accompanying unaudited balance sheet as of December 30, 2014 represents deferred management fees.

During the nine months ended December 30, 2014, Registrant made a distribution of approximately $7.00 per unit of beneficial ownership interest to unit holders of record as of June 27, 2014; such amount includes nonresident state withholding taxes of $36,141 paid on behalf of certain of the beneficial owners (the “Beneficial Owners”) in connection with gains recognized by certain Local Partnerships for the year ended December 31, 2013. The total distribution to the Beneficial Owners was $130,505; the distribution to the Manager was $1,319.

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 Local Partnership Carrying Value of a Local Partnership 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.

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

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

Registrant’s operations for the three months ended December 30, 2014 and 2013 resulted in net income (loss) of $(2,224,973) and $47,874, respectively. The increase in net loss is primarily attributable to (i) an increase in equity in loss of investment in local partnerships of approximately $2,231,000, which is mainly the result of a $2,200,000 Local Partnership Carrying Value adjustment to the Local Partnership in which Registrant continues to have an investment balance and (ii) a decrease in other income from local partnerships of approximately $49,000. Other comprehensive loss for the three months ended December 30, 2014 resulted from an unrealized loss on investment in Pemberwick of $3,075.

Registrant’s operations for the nine months ended December 30, 2014 and 2013 resulted in net income (loss) of $(2,149,728) and $112,302, respectively. The increase in net loss is primarily attributable to (i) an increase in equity in loss of investment in local partnerships of approximately $2,233,000, which is mainly the result of a $2,200,000 Local Partnership Carrying Value adjustment to the Local Partnership in which Registrant continues to have an investment balance and (ii) a decrease in other income from local partnerships of approximately $50,000, all partially offset by a decrease in management fees of approximately $26,000. Other comprehensive loss for the nine months ended December 30, 2014 resulted from an unrealized loss on investment in Pemberwick of $3,200.

Local Partnership Matters

Registrant's primary objective, to provide Low-income Housing Tax Credits to the Beneficial Owners, 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, 2006. 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, 2010. 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 remaining Local Partnership Interests. As of February 12, 2015, Registrant owns six of the ten Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the general partners of the 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 Manager’s intention to sell or assign Registrant’s remaining Local Partnership Interests. It is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments. Registrant intends to dissolve after the final disposition of its remaining Local Partnership Interests; there can be no assurance as to when Registrant will dispose of its remaining Local Partnership Interests.

The remaining Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located throughout the United States. Certain of the Local Partnerships receive rental subsidy payments, including three under Section 8 of Title II of the Housing and Community Development Act of 1974 (“Section 8”).

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

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

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 or similar subsidies. The three Local Partnerships’ Section 8 contracts are currently subject to renewal under applicable HUD guidelines; of such Local Partnerships, two entered into restructuring agreements in prior years, resulting in changes to both rent subsidy and mandatory debt service.

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.

St. John Housing is one of the three Local Partnerships noted above that has been receiving rental subsidy payments under Section 8; St. John Housing’s Section 8 contracts expire on June 30, 2015. The Local General Partner of St. John Housing has reported that St. John Housing has entered into negotiations with HUD in an effort to renew the Section 8 contracts beyond their expiration date. However, based on correspondence received from HUD, St. John Housing’s Local General Partner does not believe that the Section 8 contracts will be renewed at rent levels sufficient for St. John Housing to make its Mandatory Debt Service payments without a complete restructuring. After further analysis, Registrant has reduced the Local Partnership Carrying Value of its investment in St. John Housing by $2,200,000 during the nine months ended December 30, 2014. Such amount is included in equity in income (loss) of investment in local partnerships in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2014.

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.

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

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

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 income (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 partnership agreements of the Local Partnerships grant the Local General Partners the power to direct the activities that most significantly impact the economic success of the Local Partnerships.

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.

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.

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

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 Manager, 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 December 30, 2014. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of the Manager concluded that Registrant’s disclosure controls and procedures were effective as of December 30, 2014.

There were no changes in Registrant’s internal control over financial reporting during the three months ended December 30, 2014 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.

AMERICAN TAX CREDIT TRUST,

A DELAWARE STATUTORY BUSINESS TRUST SERIES I

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, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

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.*

*Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q 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.

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 TRUST, A DELAWARE
	STATUTORY BUSINESS TRUST SERIES I

	By:Richman American Credit Corp.
	The Manager


Dated: February 12, 2015	/s/David Salzman
	By: David Salzman
	Chief Executive Officer



Dated: February 12, 2015	/s/James Hussey
	By:James Hussey
	Chief Financial Officer



Dated: February 12, 2015	/s/Richard Paul Richman
	By:Richard Paul Richman
	Sole Director

AMERICAN TAX CREDIT TRUST SERIES I - FORM 10-Q - February 12, 2015

Attached files

AMERICAN TAX CREDIT TRUST SERIES I Reports