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 June 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: 0-17619





American Tax Credit Properties L.P.


(Exact Name of Registrant as Specified in its Charter)




Delaware
13-3458875(State or Other Jurisdiction of Organization)
(I.R.S. Employer Incorporation or  Identification No.)Richman Tax Credit Properties L.P.340 Pemberwick RoadGreenwich, 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 August 9, 2012, there are 41,286 units of limited partnership interest outstanding.









AMERICAN TAX CREDIT PROPERTIES L.P.





PART I - FINANCIAL INFORMATION








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











2








AMERICAN TAX CREDIT PROPERTIES L.P.


BALANCE SHEETS


(UNAUDITED)








June 29,


March 30,2012


2012ASSETSCash and liquid investmentsCash and cash equivalents

$
2,243,857


$
29,291Investment in Pemberwick Fund - a short duration bond fund


1,083,684



1,164,251Total cash and liquid investments


3,327,541



1,193,542Due from local partnerships


50,000



87,500Prepaid expenses


17,840Investment in local partnerships






568,392$
3,395,381


$
1,849,434LIABILITIES AND PARTNERS' EQUITY (DEFICIT)LiabilitiesAccounts payable and accrued expenses

$
13,925


$
97,253Payable to general partner and affiliates


119,222



84,235133,147



181,488Commitments and contingenciesPartners' equity (deficit)General partner


(333,101
)


(349,034
)Limited partners (41,286 units of limited partnershipinterest outstanding)


3,593,099



2,015,746Accumulated other comprehensive income


2,236



1,2343,262,234



1,667,946$
3,395,381


$
1,849,434















3





AMERICAN TAX CREDIT PROPERTIES L.P.


STATEMENTS OF OPERATIONS


THREE MONTHS ENDED JUNE 29, 2012 AND 2011


(UNAUDITED)











2012


2011REVENUEInterest

$
3,434


$
5,833TOTAL REVENUE


3,434



5,833EXPENSESAdministration fees


19,541



33,878Management fee


18,663



32,355Professional fees


14,978



15,979State of New Jersey filing fee


17,840



11,544Printing, postage and other


3,535



3,659TOTAL EXPENSES


74,557



97,415(71,123
)


(91,582
)Equity in income of investment in local partnerships


5,981



24,194Loss prior to gain on sale of limited partner interests/local partnership properties


(65,142
)


(67,388
)Gain on sale of limited partner interests/local partnership properties


1,658,428



358,750NET INCOME


1,593,286



291,362Other comprehensive income (loss) - Pemberwick Fund


1,002



(3,449
)Other comprehensive loss - investment in bond






(3,253
)COMPREHENSIVE INCOME

$
1,594,288


$
284,660NET INCOME ATTRIBUTABLE TOGeneral partner

$
15,933


$
2,914Limited partners


1,577,353



288,448$
1,593,286


$
291,362NET INCOMEper unit of limited partnership interest (41,286 units of limited partnership interest)

$
38.21


$
6.99








See Notes to Financial Statements.






4





AMERICAN TAX CREDIT PROPERTIES L.P.


STATEMENTS OF CASH FLOWS


THREE MONTHS ENDED JUNE 29, 2012 AND 2011


(UNAUDITED)






2012


2011CASH FLOWS FROM OPERATING ACTIVITIESInterest received

$
3,434


$
4,253Cash paid forAdministration fees


(3,217
)


(2,109
)Professional fees


(47,998
)


(49,483
)State of New Jersey filing fee


(83,950
)


(62,475
)Printing, postage and other expenses


(5,573
)


(7,626
)Net cash used in operating activities


(137,304
)


(117,440
)CASH FLOWS FROM INVESTING ACTIVITIESInvestments in Pemberwick Fund


(3,353
)


(4,233
)Redemptions from Pemberwick Fund


84,922Distributions received from local partnerships


37,500Proceeds in connection with sale of limited partner interests/local partnership properties


2,232,801



284,000Net cash provided by investing activities


2,351,870



279,767CASH FLOWS FROM FINANCING ACTIVITIESDistributions to partners






(64,097
)Net cash used in financing activities






(64,097
)Net increase in cash and cash equivalents


2,214,566



98,230Cash and cash equivalents at beginning of period


29,291



154,743CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
2,243,857


$
252,973SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIESUnrealized gain (loss) on investment in Pemberwick Fund

$
1,002


$
(3,449
)Unrealized loss on investment in bond





$
(3,253
)Decrease in deferred revenue in connection with sale of limited partner interests/local partnership properties





$
50,000Increase in due from local partnerships in connection with sale of limited partner interests/local partnership properties





$
24,750






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




5





AMERICAN TAX CREDIT PROPERTIES L.P.


STATEMENTS OF CASH FLOWS - CONTINUED


THREE MONTHS ENDED JUNE 29, 2012 AND 2011


(UNAUDITED)











2012


2011RECONCILIATION OF NET INCOME TO NET CASH USED IN OPERATING ACTIVITIESNet income

$
1,593,286


$
291,362Adjustments to reconcile net income to net cash used in operating activitiesEquity in income of investment in local partnerships


(5,981
)


(24,194
)Gain on sale of limited partner interests/local partnership properties


(1,658,428
)


(358,750
)Amortization of premium on investment in bond






614Increase in interest receivable






(2,194
)Increase in prepaid expenses


(17,840
)


(11,544
)Decrease in accounts payable and accrued expenses


(83,328
)


(76,858
)Increase in due to general partner and affiliates


34,987



64,124NET CASH USED IN OPERATING ACTIVITIES

$
(137,304
)

$
(117,440
)







See Notes to Financial Statements.






6





AMERICAN TAX CREDIT PROPERTIES L.P.


NOTES TO FINANCIAL STATEMENTS


JUNE 29, 2012


(UNAUDITED)





1.
Basis of Presentation





The accompanying unaudited financial statements of American Tax Credit Properties 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 June 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 three months ended June 29, 2012 are not necessarily indicative of the results that may be expected for the entire year.





The accompanying unaudited statement of operations for the three months ended June 29, 2011 reflects distributions to partners of $64,097. Such amount was re-characterized as an expense in the Partnership’s audited financial statements as of and for the year ended March 30, 2012.





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 nineteen Local Partnerships representing capital contributions in the aggregate amount of $36,228,149, which includes voluntary advances (the “Advances”) made to certain Local Partnerships and all of which has been paid. As of June 29, 2012, the Partnership holds a Local Partnership Interest in four Local Partnerships. See discussion below regarding the sale of a Local Partnership Interest subsequent to June 29, 2012. The Partnership has no legal obligation to fund any operating deficits of the Local Partnerships.





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





Investment in local partnerships as of March 30, 2012

$
568,392Proceeds in connection with sale of a  Local Partnership Property applied against investment in local partnerships


(574,373
)Equity in income of investment in local partnerships


5,981
*Investment in local partnerships as of June 29, 2012

$
--








*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.
 
 7





AMERICAN TAX CREDIT PROPERTIES L.P.


NOTES TO FINANCIAL STATEMENTS - CONTINUED


JUNE 29, 2012


(UNAUDITED)





2.
Investment in Local Partnerships (Continued)





In May 2012, Madison-Bellefield Associates (“Madison-Bellefield”) sold its underlying Property to an affiliate of the Local General Partners of Madison-Bellefield, in connection with which the Partnership received $2,232,801. Of such amount, $1,658,428 is reflected as gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations for the three months ended June 29, 2012. There may be additional proceeds after further resolution of Madison-Bellefield’s accounts. After such sale and as a result of cumulative equity losses, distributions and the sale of certain Local Partnerships’ Properties and/or the Partnership’s Local Partnership Interests, the Partnership’s investment in local partnerships reached a zero balance.





In August 2012, the Partnership sold its Local Partnership Interest in Gulf Shores Apartments Ltd. (“Gulf Shores”) to the Local General Partner of Gulf Shores; no proceeds were received in connection with the sale. The Partnership’s investment balance in Gulf Shores, after cumulative equity losses and distributions, became zero during the year ended March 30, 1996.





Cobbet Hill Associates Limited Partnership (“Cobbet”) was originally financed with a first mortgage with mandatory monthly payment terms with the Massachusetts Housing Finance Agency (“MHFA”) and a second mortgage with MHFA under the State Housing Assistance for Rental Production Program (the “SHARP Operating Loan”) whereby proceeds would be advanced monthly as an operating subsidy (the “Operating Subsidy Payments”). The terms of the SHARP Operating Loan called for declining Operating Subsidy Payments over its term (not more than 15 years). However, due to the economic condition of the Northeast region in the early 1990’s, MHFA instituted an operating deficit loan (the “ODL”) program that supplemented the scheduled reduction in the Operating Subsidy Payments. Effective October 1, 1997, MHFA announced its intention to eliminate the ODL program, such that Cobbet no longer receives the ODL, without which Cobbet has been unable to make the full mandatory debt service payments on its first mortgage. MHFA issued a formal notice of default dated February 2, 2004. The Local General Partners of Cobbet informed MHFA that they would transfer the ownership of the Property to the unaffiliated management agent or to other parties, which might redevelop and recapitalize the Property. The Partnership does not believe that it will receive any proceeds from such a transfer. Since the date MHFA ceased funding the ODL through December 31, 2011, Cobbet has accumulated over $11,685,000 of arrearages and other charges on the first mortgage; as a result of the default, principal and accrued interest in excess of $25,000,000 in connection with the first mortgage, the SHARP Operating Loan and the ODL are considered currently due. Cumulative Advances made by the Partnership to Cobbet as of June 29, 2012 total $392,829, none of which were made during the three months then ended. Such Advances were recorded as investment in local partnerships and were written off as additional equity in loss of investment in local partnerships. The Partnership’s investment balance in Cobbet, after cumulative equity losses and distributions, became zero during the year ended March 30, 1994.





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 $10.03 per share as of June 29, 2012. An unrealized gain of $2,236 is reflected as accumulated other comprehensive income in the accompanying unaudited balance sheet as of June 29, 2012. As of June 29, 2012, the Partnership has earned $41,023 of interest revenue from its investment in Pemberwick.






8





AMERICAN TAX CREDIT PROPERTIES L.P.


NOTES TO FINANCIAL STATEMENTS - CONTINUED


JUNE 29, 2012


(UNAUDITED)





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 L.P.







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





Material Changes in Financial Condition





As of June 29, 2012, American Tax Credit Properties L.P. (the “Registrant”) experienced a significant change in financial condition as compared to March 30, 2012 primarily as the result of proceeds received in connection with Madison-Bellefield Associates’ (“Madison-Bellefield”) sale of its underlying Property (see discussion below under Results of Operations and Local Partnership Matters). 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 three months ended June 29, 2012, Registrant received cash from interest revenue, proceeds in connection with Madison-Bellefield’s sale of its underlying Property, 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 increased, in the aggregate, by approximately $2,134,000 during the three months ended June 29, 2012 (which includes an unrealized gain on investment in Pemberwick of approximately $1,000). During the three months ended June 29, 2012, investment in local partnerships decreased as a result of Madison-Bellefield’s sale of its underlying Property. Madison-Bellefield was the only Local Partnership in which Registrant continued to have an investment balance (see discussion below under Results of Operations and Local Partnership Matters). After such sale, and as a result of cumulative equity losses, distributions and the sale of certain Local Partnerships’ Properties and/or Registrant’s limited partner equity interests in the Local Partnerships (the “Local Partnership Interests”), Registrant’s investment in local partnerships reached a zero balance. Payable to general partner and affiliates represents accrued administration and management fees in the accompanying unaudited balance sheet as of June 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. As a result of Madison-Bellefield’s sale of its underlying Property (see discussion below under Local Partnership Matters), and as a result of cumulative equity losses, distributions and the sale of certain Local Partnerships’ Properties and/or Registrant’s Local Partnership Interests, Registrant’s investment in local partnerships reached a zero balance during the three months ended June 29, 2012.





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.






10





AMERICAN TAX CREDIT PROPERTIES L.P.







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





Registrant’s operations for the three months ended June 29, 2012 and 2011 resulted in net income of $1,593,286 and $291,362, respectively. The increase is primarily attributable to (i) an increase in gain on sale of limited partner interests/local partnership properties of approximately $1,300,000 resulting from Madison-Bellefield’s sale of its underlying Property (see discussion below under Local Partnership Matters) and (ii) a decrease in administration and management fees in the aggregate of approximately $28,000, all partially offset by a decrease in equity in income of investment in local partnerships of approximately $18,000, which is attributable to a decrease in the net income of the Local Partnership in which Registrant continued to have an investment balance. Other comprehensive income for the three months ended June 29, 2012 resulted from an unrealized gain on investment in Pemberwick of $1,002.





Local Partnership Matters





Registrant's primary objective, to provide Low-income Housing Tax Credits to its 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, 2003. 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, 2004. 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 Local Partnership Interests. As of August 2012, Registrant owns three of the nineteen Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the general partners (the “Local General Partners”) of all remaining Local Partnerships 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. Registrant intends to dispose of its remaining Local Partnership Interests prior to December 31, 2012. There can be no assurance as to when Registrant will dispose of the Local Partnership Interests, when the Local Partnerships will dispose of the Properties, or the amount of proceeds which may be received in such dispositions.





The remaining Properties are comprised of subsidized and leveraged low-income multifamily residential complexes located in Massachusetts and Puerto Rico. The remaining Local Partnerships receive rental subsidy payments under Section 8 of Title II of the Housing and Community Development Act of 1974 ("Section 8”). 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.








11





AMERICAN TAX CREDIT PROPERTIES L.P.





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





Registrant cannot reasonably predict legislative initiatives and governmental budget negotiations, the outcome of which could result in a reduction in funds available for the Section 8 program. Such changes could adversely affect the future net operating income before debt service (“NOI”) and debt structure of the remaining Local Partnerships. The remaining Local Partnerships’ Section 8 contracts are currently subject to renewal under applicable HUD guidelines. Two of the remaining Local Partnerships have entered into restructuring agreements, resulting in a change 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.





In May 2012, Madison-Bellefield sold its underlying Property to an affiliate of the Local General Partners of Madison-Bellefield, in connection with which Registrant received $2,232,801. Of such amount, $1,658,428 is reflected as gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations for the three months ended June 29, 2012. There may be additional proceeds after further resolution of Madison-Bellefield’s accounts. After such sale and as a result of cumulative equity losses, distributions and the sale of certain Local Partnerships’ Properties and/or Registrant’s Local Partnership Interests, Registrant’s investment in local partnerships reached a zero balance.





In August 2012, Registrant sold its Local Partnership Interest in Gulf Shores Apartments Ltd. (“Gulf Shores”) to the Local General Partner of Gulf Shores; no proceeds were received in connection with the sale. Registrant’s investment balance in Gulf Shores, after cumulative equity losses and distributions, became zero during the year ended March 30, 1996.





Cobbet Hill Associates Limited Partnership (“Cobbet”) was originally financed with a first mortgage with mandatory monthly payment terms with the Massachusetts Housing Finance Agency (“MHFA”) and a second mortgage with MHFA under the State Housing Assistance for Rental Production Program (the “SHARP Operating Loan”) whereby proceeds would be advanced monthly as an operating subsidy (the “Operating Subsidy Payments”). The terms of the SHARP Operating Loan called for declining Operating Subsidy Payments over its term (not more than 15 years). However, due to the economic condition of the Northeast region in the early 1990’s, MHFA instituted an operating deficit loan (the “ODL”) program that supplemented the scheduled reduction in the Operating Subsidy Payments. Effective October 1, 1997, MHFA announced its intention to eliminate the ODL program, such that Cobbet no longer receives the ODL, without which Cobbet has been unable to make the full mandatory debt service payments on its first mortgage. MHFA issued a formal notice of default dated February 2, 2004. The Local General Partners of Cobbet informed MHFA that they would transfer the ownership of the Property to the unaffiliated management agent or to other parties, which might redevelop and recapitalize the Property. Registrant does not believe that it will receive any proceeds from such a transfer. Since the date MHFA ceased funding the ODL through December 31, 2011, Cobbet has accumulated over $11,685,000 of arrearages and other charges on the first mortgage; as a result of the default, principal and accrued interest in excess of $25,000,000 in connection with the first mortgage, the SHARP Operating Loan and the ODL are considered currently due. Registrant’s investment balance in Cobbet, after cumulative equity losses and distributions, became zero during the year ended March 30, 1994.






12





AMERICAN TAX CREDIT PROPERTIES 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.·
Registrant does not consolidate the accounts and activities of the Local Partnerships, which are considered Variable Interest Entities as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810; Subtopic 10 because Registrant is not considered the primary beneficiary. Registrant’s balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. Registrant’s exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the Local General Partners. In addition, the Local Partnerships’ partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships’ economic success. As a result of cumulative equity losses and distributions and the sale of certain Local Partnerships’ Properties and/or Registrant’s Local Partnership Interests, Registrant’s investment in local partnerships reached a zero balance during the three months ended June 29, 2012.





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.




13





AMERICAN TAX CREDIT PROPERTIES 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 $2,236 is reflected as accumulated other comprehensive income in the accompanying unaudited balance sheet as of June 29, 2012. As of June 29, 2012, Registrant has earned $41,023 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 June 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 June 29, 2012.





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






14





AMERICAN TAX CREDIT PROPERTIES L.P.





Part II - OTHER INFORMATION





Item 1.             Legal Proceedings.





None.





Item 1A.          Risk Factors.





In connection with the risk factors previously disclosed in Item 1A of Registrant’s Annual Report on Form 10-K for the year ended March 30, 2012, one of Registrant’s then remaining four Local Partnership Interests has been sold (see Item 2 of Part I for further disclosure).





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 a certain Local Partnership.





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.
   15





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 L.P.(a Delaware limited partnership)By:Richman Tax Credit Properties L.P.,General PartnerBy:Richman Tax Credit Properties Inc.,general partnerDated: August 9, 2012

/s/David SalzmanBy: David SalzmanChief Executive OfficerDated: August 9, 2012

/s/James HusseyBy:James HusseyChief Financial OfficerDated: August 9, 2012

/s/Richard Paul RichmanBy:Richard Paul RichmanSole Director