AMERICAN TAX CREDIT PROPERTIES II L P
10-Q, 1996-08-13
OPERATORS OF APARTMENT BUILDINGS
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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 June 29, 1996

                                                        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                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

Richman Tax Credit Properties II L.P.
599 West Putnam Avenue, 3rd Floor
Greenwich, Connecticut                                  06830
(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 .


<PAGE>



<PAGE>


                                      AMERICAN TAX CREDIT PROPERTIES II L.P.

                                          PART I - FINANCIAL INFORMATION.

Item 1. Financial Statements.


                                                  Table of Contents           


Balance Sheets as of June 29, 1996 (Unaudited) and March 30, 1996 (Unaudited)

Statements of Operations for the three month periods ended
   June 29, 1996 (Unaudited) and June 29, 1995 (Unaudited)

Statements of Cash Flows for the three month periods ended
   June 29, 1996 (Unaudited) and June 29, 1995 (Unaudited)

Notes to Financial Statements as of June 29, 1996 (Unaudited)






<PAGE>

<TABLE>
<CAPTION>

                                      AMERICAN TAX CREDIT PROPERTIES II L.P.
                                                  BALANCE SHEETS
                                         JUNE 29, 1996 AND MARCH 30, 1996
                                                    (UNAUDITED)

                                                                             June 29,              March 30,
                                                              Notes            1996                  1996
                                                              -----      ----------------      ----------
<S>                                                         <C>         <C>                    <C>
ASSETS

Cash and cash equivalents                                                $      523,581        $      538,912
Investments in bonds available-for-sale                         2             4,398,824             4,477,098
Investment in Local Partnerships                                3            22,548,346            23,417,447
Interest receivable                                                              72,492                76,148
                                                                          -------------         -------------

                                                                            $27,543,243           $28,509,605
                                                                             ===========           ==========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
   Accounts payable and accrued expenses                                  $     497,973         $     480,944
   Payable to General Partner                                                   448,886               426,440
   Other                                                                         62,600                69,600
                                                                          -------------         -------------

                                                                              1,009,459               976,984
                                                                            -----------          ------------
Partners' equity (deficit):
   General Partner                                                             (226,604)             (217,372)
   Limited Partners, $1,000 stated value per unit (55,746
     Units of Limited Partnership Interest outstanding)                      26,843,246            27,757,245
   Unrealized loss on investments in bonds
     available-for-sale, net                                    2               (82,858)               (7,252)
                                                                           ------------         -------------

                                                                             26,533,784            27,532,621
                                                                             ----------            ----------

                                                                            $27,543,243           $28,509,605
                                                                             ===========           ==========


</TABLE>














                                        See Notes to Financial Statements.






<PAGE>

<TABLE>
<CAPTION>
                        AMERICAN TAX CREDIT PROPERTIES II L.P.
                            STATEMENTS OF OPERATIONS
                THREE MONTH PERIODS ENDED JUNE 29, 1996 AND 1995
                                   (UNAUDITED)



                                                        Notes           1996                       1995
                                                        -----      --------------             ---------
<S>                                                    <C>      <C>                       <C>
REVENUE

   Interest                                                      $       93,503             $       90,111
                                                                  -------------              -------------

TOTAL REVENUE                                                            93,503                     90,111
                                                                  -------------              -------------

EXPENSES

   Administration fees                                                   74,826                     74,826
   Management fees                                                       74,826                     74,826
   Professional fees                                                     15,836                     13,182
   Printing, postage and other                                            6,226                     10,949
                                                                   ------------                 ----------

TOTAL EXPENSES                                                          171,714                    173,783
                                                                     ----------                 ----------

Loss from operations                                                    (78,211)                   (83,672)

Equity in loss of Investment in Local Partnerships        3            (845,020)                  (815,988)
                                                                    ------------               -----------

NET LOSS                                                           $   (923,231)              $   (899,660)
                                                                    ============               ===========

NET LOSS ATTRIBUTABLE TO
   General Partner                                               $       (9,232)            $       (8,997)
   Limited Partners                                                    (913,999)                  (890,663)
                                                                    ------------               ------------

                                                                   $   (923,231)              $   (899,660)
                                                                    ============               ===========

NET LOSS per Unit of Limited Partnership Interest
   (55,746 Units of Limited Partnership Interest)                $       (16.40)            $       (15.98)
                                                                  =============              =============



</TABLE>












                                        See Notes to Financial Statements.






<PAGE>

<TABLE>
<CAPTION>
                                      AMERICAN TAX CREDIT PROPERTIES II L.P.
                                             STATEMENTS OF CASH FLOWS
                                 THREE MONTH PERIODS ENDED JUNE 29, 1996 AND 1995
                                                    (UNAUDITED)



                                                                                  1996                 1995
                                                                             --------------       ---------
<S>                                                                        <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Interest received                                                         $     99,827          $   121,506
   Cash used from Local Partnerships for deferred expenses                         (7,000)
   Cash paid for:
    printing, postage and other expenses                                           (3,790)              (1,839)
    professional fees                                                             (23,689)              (5,682)
    administration fees                                                           (52,380)             (52,379)
    management fees                                                               (52,380)             (50,000)
                                                                              -----------          -----------

Net cash provided by (used in) operating activities                               (39,412)              11,606
                                                                              -----------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Cash distributions from Local Partnerships                                      24,081               61,997
   Transfer to restricted cash                                                                          (6,449)
                                                                           ----------------       ------------

Net cash provided by investing activities                                          24,081               55,548
                                                                              -----------         ------------

Net increase (decrease) in cash and cash equivalents                              (15,331)              67,154

Cash and cash equivalents at beginning of period                                  538,912            1,541,346
                                                                              -----------           ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   $    523,581          $ 1,608,500
                                                                              ===========           ==========

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

   Unrealized gain (loss) on investments in bonds available-for-sale, net    $    (75,606)        $    179,130
                                                                              ===========          ===========
- -------------------------------------------------------------------------------


- -------------------------------------------------------------------------------
See  reconciliation  of net loss to net cash  provided  by (used  in)  operating
activities on the following page.



</TABLE>










                                          See Notes to Financial Statements.






- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                    AMERICAN TAX CREDIT PROPERTIES II L.P.
                                    STATEMENTS OF CASH FLOWS - (Continued)
                               THREE MONTH PERIODS ENDED JUNE 29, 1996 AND 1995
                                                 (UNAUDITED)



                                                                                    1996                     1995
                                                                               --------------           ---------

<S>                                                                          <C>                      <C>
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED
    BY (USED IN) OPERATING ACTIVITIES

NET LOSS                                                                       $   (923,231)             $  (899,660)
                                                                                -----------               ----------

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  PROVIDED BY (USED IN) OPERATING ACTIVITIES

Equity in loss of Investment in Local Partnerships                                  845,020                  815,988
Amortization of net premium on investment in bonds                                   12,441                   12,134
Accretion of zero coupon bonds                                                       (9,773)                  (9,773)
Decrease in interest receivable                                                       3,656                   21,938
Increase in accounts payable and accrued expenses                                    17,029                   39,704
Increase in payable to General Partner                                               22,446                   24,826
Decrease in other liabilities                                                        (7,000)
Increase in interest payable                                                                                   6,449
                                                                             -----------------          ------------

Total adjustments                                                                   883,819                  911,266
                                                                                -----------               ----------


NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                           $     (39,412)            $     11,606
                                                                               ============              ===========



</TABLE>


















                                        See Notes to Financial Statements.





- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
                     AMERICAN TAX CREDIT PROPERTIES II L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 29, 1996
                                   (UNAUDITED)


1.Basis of Presentation

 The  accompanying   unaudited  financial   statements  have  been  prepared  in
 accordance with generally accepted accounting  principles for interim financial
 information.  They do not include all  information  and  footnotes  required by
 generally accepted accounting principles for complete financial statements. The
 results of operations  are impacted  significantly  by the combined  results of
 operations  of  the  Local  Partnerships,  which  are  provided  by  the  Local
 Partnerships on an unaudited  basis during interim  periods.  Accordingly,  the
 accompanying  financial statements are dependent on such unaudited information.
 In the opinion of the General  Partner,  the financial  statements  include all
 adjustments  necessary to present fairly the financial  position as of June 29,
 1996 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 month period ended June 29, 1996 are not  necessarily
 indicative of the results that may be expected for the entire year.

 Certain  reclassifications  of amounts have been made to conform to the current
 period presentation.

2.Investments in Bonds Available-For-Sale

As of June  29,  1996,  certain  information  concerning  investments  in  bonds
available-for-sale is as follows:

<TABLE>
<CAPTION>
                                                                          Gross                 Gross
                                                   Amortized            unrealized           unrealized            Estimated
                                                     cost                 gains                losses             fair value
<S>                                           <C>                  <C>                   <C>                  <C>
Description and maturity Corporate debt securities:
   Within one year                               $   332,839          $      1,391       $         --             $   334,230
   After one year through five years                 555,339                20,981                --                  576,320
   After five years through ten years              2,277,145                12,999               (99,350)           2,190,794
   After ten years                                   203,133               --                    (16,461)             186,672
                                                  ----------        --------------            ----------           ----------

                                                   3,368,456                35,371              (115,811)           3,288,016
                                                   ---------            ----------             ---------            ---------

U.S. Treasury debt securities:
  After ten years                                    413,119               --                    (23,195)             389,924
                                                 -----------        --------------            ----------           ----------

U.S. government and agency securities:
  After five years through ten years                 649,715                27,495               --                   677,210
  After ten years                                     50,392               --                     (6,718)              43,674
                                                 -----------        --------------           -----------          -----------

                                                     700,107                27,495                (6,718)             720,884
                                                  ----------            ----------           -----------           ----------

                                                  $4,481,682           $    62,866            $ (145,724)          $4,398,824
                                                   =========            ==========             =========            =========

</TABLE>





- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
                     AMERICAN TAX CREDIT PROPERTIES II L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 1996
                                   (UNAUDITED)



3.Investment in Local Partnerships

 The Partnership owns limited partnership  interests in fifty Local Partnerships
 representing capital  contributions in the aggregate amount of $45,692,662.  As
 of March 31, 1996,  the Local  Partnerships  have  outstanding  mortgage  loans
 payable totaling approximately $94,226,000 and accrued interest payable on such
 loans  totaling  approximately  $3,411,000,   which  are  secured  by  security
 interests and liens common to mortgage  loans on the Local  Partnerships'  real
 property and other assets.

 For the three  month  period  ended  June 29,  1996,  the  Investment  in Local
 Partnerships activity consists of the following:

          <TABLE>
          <CAPTION>

          <S>                                                        <C>

          Investment in Local Partnerships as of March 30, 1996            $  23,417,447

          Equity in loss of Investment in Local Partnerships for
             the three month period ended March 31, 1996                           (845,020) (A)

          Cash distributions received from Local Partnerships
             during the three month period ended June 29, 1996                   (24,081)
                                                                          --------------

          Investment in Local Partnerships as of June 29, 1996             $  22,548,346
                                                                            ============

          </TABLE>

(A)      Equity in loss of  Investment in Local  Partnerships  is limited to the
         Partnership's investment balance in each Local Partnership;  any excess
         is applied to other  partners'  capital in any such Local  Partnership.
         The amount of such excess losses applied to other partners' capital was
         $127,426 and $80,752 for the three month  periods  ended March 31, 1996
         and 1995,  respectively,  as reflected in the  combined  statements  of
         operations of the Local Partnerships reflected herein Note 3.

 The combined unaudited balance sheets of the Local Partnerships as of March 31,
 1996 and December 31, 1995 and the combined unaudited  statements of operations
 of the Local  Partnerships for the three month periods ended March 31, 1996 and
 1995 are reflected on pages 9 and 10, respectively.







- ------------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                     AMERICAN TAX CREDIT PROPERTIES II L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 1996
                                   (UNAUDITED)

3.Investment in Local Partnerships (continued)

The combined  balance sheets of the Local  Partnerships as of March 31, 1996 and
December 31, 1995 are as follows:

                                                                            1996                       1995
                                                                     -----------------          -----------
<S>                                                               <C>                          <C>
ASSETS

Cash and other investments                                           $    4,444,421               $    5,021,628
Rental receivable                                                           249,358                      239,874
Escrow deposits and reserves                                              4,912,550                    5,169,090
Land                                                                      4,307,489                    4,307,489
Buildings and improvements (net of accumulated depreciation of
   $34,753,666 and $33,336,052)                                         113,276,448                  114,580,652
Intangible assets (net of accumulated amortization of $996,266
   and $1,045,116)                                                        1,920,820                    1,942,783
Other                                                                     1,353,414                    1,048,066
                                                                       ------------                 ------------

                                                                      $ 130,464,500                 $132,309,582
                                                                        ===========                  ===========

LIABILITIES AND PARTNERS' EQUITY

Liabilities:

Accounts payable and accrued expenses                                $    1,523,774                $   1,373,237
Due to related parties                                                    4,307,854                    4,654,626
Mortgage loans                                                           94,226,012                   94,490,718
Notes payable                                                             3,131,976                    3,450,605
Accrued interest                                                          3,411,391                    3,330,072
Other                                                                       648,585                      610,617
                                                                      -------------               --------------

                                                                        107,249,592                  107,909,875
                                                                        -----------                  -----------
Partners' equity (deficit):

American Tax Credit Properties II L.P.:
   Capital contributions, net of distributions                           45,141,924                   45,256,337
   Cumulative loss                                                      (22,569,497)                 (21,724,477)
                                                                        -----------                 ------------

                                                                         22,572,427                   23,531,860
                                                                       ------------                 ------------
General partners and other limited partners, including ATCP & ATCP III:
   Capital contributions, net of distributions                            3,638,147                    3,639,386
   Cumulative loss                                                       (2,995,666)                  (2,771,539)
                                                                       ------------                 ------------

                                                                            642,481                      867,847
                                                                     --------------               --------------

                                                                         23,214,908                   24,399,707
                                                                       ------------                 ------------

                                                                       $130,464,500                 $132,309,582
                                                                        ===========                  ===========
</TABLE>





- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                     AMERICAN TAX CREDIT PROPERTIES II L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 1996
                                   (UNAUDITED)


3.Investment in Local Partnerships (continued)

The combined  statements of operations of the Local  Partnerships  for the three
month periods ended March 31, 1996 and 1995 are as follows:

                                                                   1996                       1995
                                                             ---------------            ----------
<S>                                                      <C>                          <C>
REVENUE

   Rental                                                      $ 4,924,726                $ 4,835,872
   Interest and other                                              164,932                    109,968
                                                               -----------                -----------

Total Revenue                                                    5,089,658                  4,945,840
                                                                ----------                 ----------

EXPENSES

   Administrative                                                  780,353                    759,960
   Utilities                                                       786,019                    746,868
   Operating, maintenance and other                                881,690                    758,486
   Taxes and insurance                                             597,772                    548,820
   Interest (including amortization of $25,307 and
     $39,291)                                                    1,695,357                  1,735,645
   Depreciation                                                  1,417,614                  1,396,384
                                                                ----------                 ----------

Total Expenses                                                   6,158,805                  5,946,163
                                                                ----------                 ----------

NET LOSS                                                       $(1,069,147)               $(1,000,323)
                                                                ==========                 ==========

NET LOSS ATTRIBUTABLE TO
   American Tax Credit Properties II L.P.                     $   (845,020)              $   (815,988)
   General partners and other limited partners,
     including ATCP & ATCP III, which includes
     $127,426 and $80,752 of American Tax Credit
     Properties II L.P. equity in loss in excess of
     investment balance                                           (224,127)                  (184,335)
                                                                ----------                 ----------

                                                               $(1,069,147)               $(1,000,323)
                                                                ==========                 ==========
</TABLE>

The combined results of operations of the Local Partnerships for the three month
period ended March 31, 1996 are not  necessarily  indicative of the results that
may be expected for an entire operating period.

4.Additional Information

Additional   information,   including  the  audited  March  30,  1996  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,  1996 on file with the  Securities  and  Exchange
Commission.






- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
                     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 June 29, 1996,  Registrant  has not  experienced a  significant  change in
financial  condition as compared to March 30, 1996.  Principal changes in assets
are comprised of quarterly periodic transactions and adjustments and anticipated
equity in loss from operations of the Local Partnerships. During the three month
period ended June 29, 1996,  Registrant received cash from interest earnings and
distributions  from Local  Partnerships  and utilized cash for normal  operating
expenses. During the three month period ended June 29, 1996, Registrant recorded
a net unrealized  loss on bonds  available-for-sale  of  approximately  $76,000,
resulting  in a net  unrealized  loss  of  approximately  $83,000  reflected  in
Registrant's partners equity (deficit) as of June 29, 1996. In addition,  during
the three month period ended June 29, 1996,  Registrant recorded amortization of
net  premium  on  investments  in  bonds of  approximately  $12,000,  which  was
partially  offset by accretion of zero coupon  bonds of  approximately  $10,000.
During the three month  period  ended June 29,  1996,  the  Investment  in Local
Partnerships  decreased  as  a  result  of  Registrant's  equity  in  the  Local
Partnerships'  net loss for the three  month  period  ended  March  31,  1996 of
$845,020 and by cash distributions received from Local Partnerships of $24,081.

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout  the United  States and
Puerto Rico. The rents of the  Properties,  many of which receive rental subsidy
payments,  including  payments  under  Section 8 of Title II of the  Housing and
Community  Development  Act of 1974 ("Section 8"), are subject to specific laws,
regulations  and  agreements  with  federal  and  state  agencies.  The  subsidy
agreements  expire at various times during and after the  Compliance  Periods of
the  Local  Partnerships.   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 and debt structure of any
or all Local Partnerships currently receiving such subsidy or similar subsidies.
One Local Partnership's  Section 8 contract,  which covers certain rental units,
is scheduled  to expire in 1997 after being  extended for one year and two Local
Partnerships'  Section 8  contracts,  which  cover  certain  rental  units,  are
scheduled  to expire  during  1996.  In addition,  the Local  Partnerships  have
various  financing  structures  which include (i) required debt service payments
("Mandatory Debt Service") and (ii) debt service payments which 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").  During
the three month  period ended March 31, 1996,  revenue  from  operations,  Local
General Partner advances and reserves of Local  Partnerships have generally been
sufficient to cover the operating  expenses and Mandatory Debt Service.  Certain
Local  Partnerships  are  effectively  operating  at or near break even  levels,
although such Local  Partnerships'  accounting  information  reflects  operating
deficits that do not represent cash deficits due to their mortgage and financing
structure and the required  deferral of property  management  fees. As discussed
below, certain Local Partnerships'  operating  information indicates below break
even operations  after taking into account its mortgage and financing  structure
and the required deferral of property management fees.

The terms of the partnership  agreement of Christian Street  Associates  Limited
Partnership (the "Christian Street Local Partnership") require the Local General
Partner of the  Christian  Street Local  Partnership  to advance  funds to cover
operating deficits up to $182,500 through March, 1996. As of March 31, 1996, the
Local  General  Partner  of the  Christian  Street  Local  Partnership  advanced
approximately  $274,000. In addition, the Local General Partner of the Christian
Street  Local  Partnership  is required to cause the  management  agent to defer
property  management  fees in order to avoid a default under the  mortgage.  The
Christian Street Local  Partnership  incurred an operating deficit for the three
month  period  ended  March 31, 1996 of  approximately  $38,000  which  includes
property management fees of approximately $6,000. Accordingly, the net operating
deficit was approximately  $32,000.  Of Registrant's total annual Low-income Tax
Credits,  approximately  5.52% is  allocated  from the  Christian  Street  Local
Partnership.

The terms of the partnership  agreement of 2000-2100 Christian Street Associates
(the "2000  Christian  Street  Local  Partnership")  require  the Local  General
Partner of the 2000 Christian Street Local Partnership to advance funds to cover
operating deficits up to $130,000 through December,  1996. As of March 31, 1996,
the  Local  General  Partner  of the 2000  Christian  Street  Local  Partnership
advanced approximately $198,000. In addition, the Local




- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------

General  Partner of the 2000 Christian  Street Local  Partnership is required to
cause the management agent to defer property management fees in order to avoid a
default under the mortgage. The 2000 Christian Street Local Partnership incurred
an  operating  deficit  for the three  month  period  ended  March  31,  1996 of
approximately  $25,000 which includes property  management fees of approximately
$5,000.  Accordingly,  the net operating deficit was approximately  $20,000.  Of
Registrant's  total  annual  Low-income  Tax  Credits,  approximately  3.02%  is
allocated from the 2000 Christian Street Local Partnership.

During the three month  period  ended March 31,  1996,  Forest  Village  Housing
Partnership  (the  "Forest  Village  Local  Partnership")  incurred an operating
deficit of approximately  $11,000.  There is no operating  deficit  guarantee in
connection with the Forest Village Local  Partnership.  All required payments on
the mortgages and real estate taxes are current.  Of  Registrant's  total annual
Low-income Tax Credits, approximately 1.01% is allocated from the Forest Village
Local Partnership.

The terms of the partnership  agreement of Carrington  Limited  Dividend Housing
Association Limited Partnership (the "Carrington Local Partnership") require the
Local  General  Partners  of the  Carrington  Local  Partnership  to  cause  the
management  agent to defer property  management fees in order to avoid a default
under the  mortgage.  The  Carrington  Local  Partnership  incurred an operating
deficit for the three month period ended March 31, 1996 of approximately $25,000
which includes property  management fees of approximately  $5,000.  Accordingly,
the net operating deficit was approximately  $20,000. The Local General Partners
report  that the  deficit  is  primarily  the result of  unscheduled  repair and
maintenance  expenses  incurred during the period and that all required payments
under the  mortgage and real estate taxes are  current.  Of  Registrant's  total
annual  Low-income  Tax  Credits,  approximately  2.18%  is  allocated  from the
Carrington Local Partnership.

As part of its mortgage loan documents, Ann Ell Apartments Associates, Ltd. (the
"Ann Ell Local  Partnership")  is required to make monthly deposits of $675 to a
reserve for replacements  escrow.  The Ann Ell Local Partnership did not fulfill
this requirement through December,  1995 and was notified of an event of default
under the mortgage documents.  The Ann Ell Local Partnership  incurred costs for
capital  improvements and unscheduled  maintenance through December,  1995 which
were in excess of the replacement reserve funding requirement. The Local General
Partner  of the Ann Ell  Local  Partnership  reports  that the  monthly  funding
requirement  is being paid  during  1996 and has  requested  a meeting  with the
lender to discuss the resolution of this matter.

Littleton Avenue Community Village,  L.P. (the "Littleton Local Partnership") is
a  defendant  in a  lawsuit  resulting  from  an  accident  in 1989  during  the
construction  of the  complex  owned  by the  Littleton  Local  Partnership.  In
November,  1995 the Littleton Local  Partnership and one co-defendant were found
liable in the lawsuit,  of which the  Littleton  Local  Partnership's  potential
liability is approximately $300,000. The Littleton Local Partnership has filed a
lawsuit against the  construction  period  insurance  companies,  which were not
co-defendants in the lawsuit,  and has appealed the adverse result of the trial.
Although the incident is expected to be covered by insurance,  the Local General
Partner of the Littleton Local Partnership has agreed to indemnify the Littleton
Local  Partnership  in the event of any adverse  outcome and has  established an
escrow of  approximately  $325,000  from  development  proceeds in the event the
Littleton Local Partnership is unsuccessful in its appeal.

Results of Operations.

Registrant's  operating  results are dependent upon the operating results of the
Local  Partnerships and are  significantly  impacted by the Local  Partnerships'
policies.  Registrant  accounts  for its  Investment  in Local  Partnerships  in
accordance  with the equity method of accounting and Emerging  Issues Task Force
("EITF") Issue No. 94-1, "Accounting for Tax Benefits Resulting from Investments
in Affordable  Housing  Projects."  Under the equity method of accounting and in
accordance  with EITF Issue No. 94-1,  the  investment  is carried at cost which
includes capital  contributions  payable, and is adjusted for Registrant's share
of the Local  Partnership's  results of operations and by any cash distributions
received.  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.  Any equity in loss in excess of Registrant's investment
balance in a Local  Partnership is allocated to other partners'  capital in each
such Local  Partnership.  As a result, the equity in loss of Investment in Local
Partnerships is expected to decrease as Registrant's  investment balances in the
respective Local Partnerships become zero.

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




- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------

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.  See discussion above under
Material Changes in Financial Condition  regarding Local Partnerships  currently
operating below economic break even levels.

Three Month Period Ended June 29, 1996.

For the three month  period ended June 29,  1996,  Registrant  had a net loss of
approximately $923,000,  which included an equity in loss of Investment in Local
Partnerships  of  approximately  $845,000 for the three month period ended March
31, 1996.  Registrant's  loss from  operations  for the three month period ended
June 29, 1996 of  approximately  $78,000 was attributable to interest revenue of
approximately $94,000, exceeded by operating expenses of approximately $172,000.
Interest  income for future  periods is  expected to decline as  investments  in
bonds mature and are utilized for Registrant's operating expenses.

The Local Partnerships' net loss of approximately $1,069,000 for the three month
period  ended March 31,  1996 was  attributable  to rental and other  revenue of
approximately $5,090,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $4,716,000 and approximately $1,443,000
of depreciation and amortization expenses.

Three Month Period Ended June 29, 1995.

For the three month  period ended June 29,  1995,  Registrant  had a net loss of
approximately $900,000,  which included an equity in loss of Investment in Local
Partnerships  of  approximately  $816,000 for the three month period ended March
31, 1995.  Registrant's  loss from  operations  for the three month period ended
June 29, 1996 of  approximately  $84,000 was attributable to interest revenue of
approximately $90,000, exceeded by operating expenses of approximately $174,000.

The Local Partnerships' net loss of approximately $1,000,000 for the three month
period  ended March 31,  1995 was  attributable  to rental and other  revenue of
approximately $4,946,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $4,510,000 and approximately $1,436,000
of depreciation and amortization expenses.

Three Month  Period Ended June 29, 1996 versus Three Month Period Ended June 29,
1995.

Registrant's  operations for the three month period ended June 29, 1996 resulted
in a  net  loss  of  approximately  $923,000,  as  compared  to a  net  loss  of
approximately  $900,000 for the same period in 1995. The increase in net loss is
primarily  attributable  to an increase in the equity in loss of  Investment  in
Local Partnerships of approximately $29,000.






- -------------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------------------------------------
                     AMERICAN TAX CREDIT PROPERTIES II L.P.

                          PART II - OTHER INFORMATION.




Item 1.   Legal Proceedings.

          Littleton  Avenue  Community  Village,   L.P.  (the  "Littleton  Local
          Partnership")  is a defendant in a lawsuit  resulting from an accident
          in 1989 during the  construction of the complex owned by the Littleton
          Local Partnership.  In November,  1995 the Littleton Local Partnership
          and one  co-defendant  were found liable in the lawsuit,  of which the
          Littleton Local  Partnership's  potential  liability is  approximately
          $300,000.  The Littleton Local Partnership has filed a lawsuit against
          the   construction   period  insurance   companies,   which  were  not
          co-defendants  in the lawsuit,  and has appealed the adverse result of
          the  trial.  Although  the  incident  is  expected  to be  covered  by
          insurance,   the  Local  General   Partner  of  the  Littleton   Local
          Partnership has agreed to indemnify the Littleton Local Partnership in
          the event of any  adverse  outcome  and has  established  an escrow of
          approximately  $325,000  from  development  proceeds  in the event the
          Littleton Local Partnership is unsuccessful in its appeal.

          Registrant is not aware of any other material legal proceedings.

Item 2.   Changes in Securities.

          None

Item 3.   Defaults Upon Senior Securities.

          As discussed in Part I, Item 2 - Management's  Discussion and Analysis
          of Financial  Condition and Results of Operations,  the first mortgage
          of the  Ann Ell  Apartments  Associates,  Ltd.  is in  default  due to
          insufficient deposits to the replacement reserve.

Item 4.   Submission of Matters to a Vote of Security Holders.

          None

Item 5.   Other Information.

          None

Item 6.   Exhibits and Reports on Form 8-K.

          None





- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has 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


Date:  August 13, 1996            /s/ Richard Paul Richman
       ---------------            ------------------------
                                  Richard Paul Richman
                                  President, Chief Executive Officer and
                                  Director of the general partner of the
                                  General Partner


Date:  August 13, 1996            /s/ Neal Ludeke
       ---------------            ---------------
                                  Neal Ludeke
                                  Treasurer of the general partner
                                  of the General Partner
                                  (Principal Financial and Accounting
                                  Officer of Registrant)

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule contains summary financial information extracted from the 
     quarter ended June 29, 1996 Form 10-Q Consolidated Balance Sheets and 
     Consolidated Statements of Operations as of June 29, 1996, and is qualified
     in its entirety by reference to such financial statements.
</LEGEND>
<CIK>                         0000842314                        
<NAME>                        ATCP 2
<MULTIPLIER>                                   1,000
<CURRENCY>                                     0
       
<S>                             <C>
<PERIOD-TYPE>                   3-Mos
<FISCAL-YEAR-END>                              Mar-30-1997
<PERIOD-START>                                 Mar-31-1996
<PERIOD-END>                                   Jun-29-1996
<EXCHANGE-RATE>                                0
<CASH>                                         524
<SECURITIES>                                   4,399
<RECEIVABLES>                                  72
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               0
<PP&E>                                         0
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 27,543
<CURRENT-LIABILITIES>                          1,009
<BONDS>                                        0
<COMMON>                                       0
                          0
                                    0
<OTHER-SE>                                     0
<TOTAL-LIABILITY-AND-EQUITY>                   27,543
<SALES>                                        0
<TOTAL-REVENUES>                               94
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               172
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                (923)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (923)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (923)
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        



</TABLE>


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