UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 30, 2003
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ____________
0-24600
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(Commission File Number)
American Tax Credit Trust, a Delaware statutory business trust
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Series I
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(Exact name of registrant as specified in its governing instruments)
Delaware 06-6385350
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(State or other jurisdiction of (I.R.S. Employer
organization) Identification No.)
Richman American Credit Corp.
599 West Putnam Avenue, 3rd floor
Greenwich, Connecticut 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 869-0900
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Securities registered pursuant to Section 12(b) of the Act:
None None
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(Title of each Class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Units of Beneficial Ownership Interest
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(Title of Class)
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 such filing
requirement for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
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Registrant has no voting stock.
Documents incorporated by reference:
Part I - pages 11 through 21 and 30 through 48 of the prospectus dated September
7, 1993, as supplemented by Supplement No. 1, Supplement No. 2, Supplement No. 3
and Supplement No. 4 dated September 7, 1993, November 16, 1993, November 23,
1994 and December 28, 1994, respectively, filed pursuant to Rule 424(b)(3) under
the Securities Act of 1933.
PART I
Item 1. Business
Formation
American Tax Credit Trust, a Delaware statutory business trust (the "Trust"),
was formed on February 4, 1993 to invest primarily in leveraged low-income
multifamily residential complexes (the "Property" or "Properties") which qualify
for the low-income tax credit in accordance with Section 42 of the Internal
Revenue Code (the "Low-income Tax Credit"), through the acquisition of limited
partnership equity interests in partnerships (the "Local Partnership" or "Local
Partnerships") that are the owners of the Properties. The Trust considers its
activity to constitute a single industry segment.
Richman American Credit Corp. (the "Manager"), a Delaware corporation, was
formed on April 5, 1993, under Chapter 1, Title 8 of the Delaware Code, to act
as the manager of the Trust. The Manager is wholly-owned by Richard Paul Richman
and is an affiliate of The Richman Group, Inc. ("Richman Group"), a Delaware
corporation founded by Richard Paul Richman in 1988.
The Amendment No. 4 to the Registration Statement on Form S-11 was filed with
the Securities and Exchange Commission (the "Commission") on August 25, 1993
pursuant to the Securities Act of 1933 under Registration Statement No. 33-58032
and was declared effective on August 26, 1993. Reference is made to the
prospectus dated September 7, 1993, as supplemented by Supplement No. 1,
Supplement No. 2, Supplement No. 3 and Supplement No. 4 dated September 7, 1993,
November 16, 1993, November 23, 1994 and December 28, 1994, respectively, filed
with the Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933
(the "Prospectus"). Pursuant to Rule 12b-23 of the Commission's General Rules
and Regulations promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the description of Registrant's business set forth
under the heading "Investment Objectives and Policies" at pages 30 through 48 of
the Prospectus is incorporated herein by reference.
On September 13, 1993, the Trust commenced, through Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") and PaineWebber Incorporated
("PaineWebber"), the offering of up to 150,000 units of beneficial ownership
interest ("Unit") at $1,000 per Unit to investors ("Beneficial Owners") in from
one to twenty series (each a "Series"). This filing is presented for Series I
only and as used herein, the term Registrant refers to Series I of the Trust. On
November 29, 1993, January 28, 1994 and May 25, 1994 the closings for 8,460,
4,909 and 5,285 Units, respectively, took place, amounting to aggregate
Beneficial Owners' capital contributions of $18,654,000.
Competition
Pursuant to Rule 12b-23 of the Commission's General Rules and Regulations
promulgated under the Exchange Act, the description of Registrant's competition,
general risks, tax risks and partnership risks set forth under the heading "Risk
Factors" at pages 11 through 21 of the Prospectus is incorporated herein by
reference.
Employees
Registrant employs no personnel and incurs no payroll costs. All management
activities of Registrant are conducted by the Manager. An affiliate of the
Manager employs individuals who perform the management activities of Registrant.
This entity also performs similar services for other affiliates of the Manager.
Tax Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous Revenue
Act of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus Budget
Reconciliation Act of 1990, Tax Extension Act of 1991, Omnibus Budget
Reconciliation Act of 1993, Uruguay Round Agreements Act, Tax and Trade Relief
Extension Act of 1998, Tax and Trade Relief Extension Act of 1999, Community
Renewal Tax Relief Act of 2000, Economic Growth and Tax Relief Reconciliation
Act of 2001 and Job Creation and Worker Assistance Act of 2002 (collectively the
"Tax Acts")
Registrant is organized as a limited partnership and is a "pass through" tax
entity that does not, itself, pay federal income tax. However, the owners of
Registrant who are subject to federal income tax may be affected by the Tax
Acts. Registrant will consider the effect of certain aspects of the Tax Acts on
the owners when making decisions regarding its investments. Registrant does not
anticipate that the Tax Acts will currently have a material adverse impact on
Registrant's business operations, capital resources and plans or liquidity.
2
Item 2. Properties
The executive offices of Registrant and the Manager are located at 599 West
Putnam Avenue, 3rd floor, Greenwich, Connecticut 06830. Registrant does not own
or lease any properties. Registrant pays no rent; all charges for leased space
are borne by an affiliate of the Manager.
Registrant's primary objective is to provide Low-income Tax Credits to
Beneficial Owners generally over a ten year period. The relevant state tax
credit agency has allocated each of Registrant's Local Partnerships an amount of
Low- income Tax Credits, which are generally available for a ten year period
from the year the Property is placed in service. The required holding period of
each Property, in order to avoid Low-income Tax Credit recapture, is fifteen
years from the year in which the Low-income Tax Credits commence on the last
building of the Property (the "Compliance Period"). In addition, certain of the
Local Partnerships have 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,
regardless of any sale of the Properties by the Local Partnerships after the
Compliance Period. The Properties must satisfy various requirements including
rent restrictions and tenant income limitations (the "Low-income Tax Credit
Requirements") in order to maintain eligibility for the recognition of the
Low-income Tax Credit at all times during the Compliance Period. Once a Local
Partnership has become eligible for the Low-income Tax Credit, it may lose such
eligibility and suffer an event of recapture if its Property fails to remain in
compliance with the Low-income Tax Credit Requirements. Through December 31,
2002, none of the Local Partnerships have suffered an event of recapture of
Low-income Tax Credits.
Certain of the Local Partnerships receive rental subsidy payments, including
payments under Section 8 of Title II of the Housing and Community Development
Act of 1974 ("Section 8") (see descriptions of subsidies on page 4). The subsidy
agreements expire at various times during and after the Compliance Periods of
the Local Partnerships. Since October 1997, the United States Department of
Housing and Urban Development ("HUD") has issued a series of directives related
to project based Section 8 contracts that define owners' notification
responsibilities, advise owners of project based Section 8 properties of what
their options are regarding the renewal of Section 8 contracts, provide guidance
and procedures to owners, management agents, contract administrators and HUD
staff concerning renewal of Section 8 contracts, provide policies and procedures
on setting renewal rents and handling renewal rent adjustments and provide the
requirements and procedures for opting-out of a Section 8 project based
contract. Registrant cannot reasonably predict legislative initiatives and
governmental budget negotiations, the outcome of which could result in a
reduction in funds available for the various federal and state administered
housing programs including the Section 8 program. Such changes could adversely
affect the future net operating income before debt service and debt structure of
any or all Local Partnerships currently receiving such subsidy or similar
subsidies. Three Local Partnerships' Section 8 contracts are currently subject
to renewal under applicable HUD guidelines.
Registrant owns a 98.9%-99% limited partnership interest ("Local Partnership
Interest") in ten Local Partnerships reflected on page 4.
3
Item 2. Properties (continued)
Capital contribution obligation Mortgage
Name of Local Partnership Number as of March 30, 2003 loans payable as of Subsidy
Name of apartment complex of rental ------------------------------ December 31, (see
Apartment complex location units Total Paid 2002 footnotes)
-------------------------- --------- ----- ---- ------------------- ----------
ACP Housing Associates, L.P.
ACP Housing Apartments
New York, New York 28 $ 737,222 $ 737,222 $1,489,577 (1b)
Creative Choice Homes VII, Ltd.
Coral Gardens
Homestead, Florida 91 2,382,812 2,382,812 1,954,219 (1a & 1c)
Edgewood Manor Associates, L.P.
Edgewood Manor Apartments
Philadelphia, Pennsylvania 49 1,963,799 1,963,799 1,846,008 (1b)
Ledge/McLaren Limited Partnership
Ledge/McLaren Apartments
Nashua, New Hampshire 8 343,079 343,079 449,200 (1b)
Penn Apartment Associates
Penn Apartments
Chester, Pennsylvania 15 852,180 852,180 963,000 (1b)
SB-92 Limited Partnership
Shaker Boulevard Gardens
Cleveland, Ohio 73 795,255 795,255 1,935,204 (1b)
St. Christopher's Associates, L.P.
V Lehigh Park
Philadelphia, Pennsylvania 29 2,075,785 2,006,485 2,180,000 (1b)
St. John Housing Associates, L.P.
St. John Homes
Gary, Indiana 144 3,546,861 3,546,861 4,054,525 (1a & 1c)
Starved Rock - LaSalle Manor
Limited Partnership
LaSalle Manor
LaSalle, Illinois 48 634,327 634,327 1,673,348 (1a & 1c)
Vision Limited Dividend Housing
Association Limited Partnership
Helen Odean Butler Apartments
Detroit, Michigan 97 1,410,544 1,410,544 4,615,203 (1b)
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$ 14,741,864 $ 14,672,564 $ 21,160,284
============= ============ =============
(1) Description of subsidies:
(a) Section 8 of Title II of the Housing and Community Development
Act of 1974 allows qualified low-income tenants to pay thirty
percent of their monthly income as rent with the balance paid by
the federal government.
(b) The Local Partnership's debt structure includes a principal or
interest payment subsidy.
(c) The Local Partnership's Section 8 contracts are currently subject
to renewal under applicable HUD guidelines.
4
Item 3. Legal Proceedings
Registrant is not aware of any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the Beneficial Owners of Registrant
during the fourth quarter of the fiscal year covered by this report.
5
PART II
Item 5. Market for Registrant's Common Equity and Related Security Holder
Matters
Market Information and Holders
There is no established public trading market for Registrant's Units.
Accordingly, accurate information as to the market value of a Unit at any given
date is not available. The number of Beneficial Owners of Units as of May 31,
2003 was approximately 913 holding 18,654 Units.
Merrill Lynch and PaineWebber follow internal guidelines for providing estimated
values of limited partnerships and other direct investments reported on client
account statements. Pursuant to such guidelines, estimated values for limited
partnership interests reported on Merrill Lynch and PaineWebber client account
statements (such as Registrant's Units) are separately provided to Merrill Lynch
and PaineWebber by independent valuation services. These estimated values are
based on financial and other information available to the independent services
(i) on the prior August 15th for reporting on December year-end and subsequent
client account statements through the following May's month-end client account
statements and (ii) on March 31st for reporting on June month-end and subsequent
client account statements through the November month-end client account
statements of the same year. In addition, Registrant may provide an estimate of
value to Unit holders from time to time in Registrant's reports to Beneficial
Owners. The estimated values provided by the independent services and
Registrant, which may differ, are not market values and Unit holders may not be
able to sell their Units or realize either amount upon a sale of their Units. In
addition, Unit holders may not realize such estimated values upon the
liquidation of Registrant.
Distributions
Registrant owns a limited partnership interest in Local Partnerships that are
the owners of Properties that are leveraged and receive government assistance in
various forms of rental and debt service subsidies. The distribution of cash
flow generated by the Local Partnerships may be restricted, as determined by
each Local Partnership's financing and subsidy agreements. Accordingly,
Registrant does not anticipate that it will provide significant cash
distributions to its owners. There were no cash distributions to the owners
during the years ended March 30, 2003 and 2002.
Low-income Tax Credits, which are subject to various limitations, may be used by
Beneficial Owners to offset federal income tax liabilities. The Low-income Tax
Credits per Unit for each of the three closings, generated by Registrant and
allocated to the Beneficial Owners for the tax years ended December 31, 2002 and
2001 and the cumulative Low-income Tax Credits allocated from inception through
December 31, 2002 are as follows:
First closing Second closing Third closing
November 29, 1993 January 28, 1994 May 25, 1994
----------------- ---------------- ------------
Low-income Tax Credits:
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Tax year ended December 31, 2002 $ 138.81 $ 138.81 $ 138.81
Tax year ended December 31, 2001 138.81 138.81 138.81
Cumulative totals $ 1,115.19 $1,113.01 $ 1,100.49
Notwithstanding future circumstances which may give rise to recapture or loss of
future benefits (see Part I, Item 2 - Properties, herein), Registrant expects to
generate total Low-income Tax Credits from investments in Local Partnerships of
approximately $1,400 per Unit through December 31, 2006.
6
Item 6. Selected Financial Data
The information set forth below presents selected financial data of Registrant.
Additional detailed financial information is set forth in the audited financial
statements included under Part II, Item 8 herein.
Years Ended March 30,
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2003 2002 2001 2000 1999
------------ ------------ ------------- ----------- -----------
Interest revenue $ 124,644 $ 146,753 $ 121,363 $ 117,050 $ 135,553
============ ============ ============= =========== ===========
Equity in loss of investment
in local partnerships $(1,477,923) $(1,180,278) $ (844,680) $(1,036,130) $(1,059,127)
============ ============ ============= =========== ===========
Net loss $(1,585,759) $(1,268,827) $ (950,341) $(1,146,850) $(1,170,347)
============ ============ ============= =========== ===========
Net loss per unit of
beneficial ownership
interest (18,654 Units) $ (84.16) $ (67.34) $ (50.44) $ (60.87) $ (62.11)
============ ============ ============= =========== ===========
As of March 30,
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2003 2002 2001 2000 1999
------------ ------------ ------------- ----------- -----------
Total assets $ 7,705,676 $ 9,208,448 $ 10,481,154 $11,319,171 $12,715,649
============ ============ ============= =========== ===========
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
As used herein, the term Registrant refers to Series I of American Tax Credit
Trust, a Delaware statutory business trust, (the "Trust"). References to any
right, obligation, action, asset or liability of Series I mean such right,
obligation, action, asset or liability of the Trust in connection with Series I.
Capital Resources and Liquidity
Registrant admitted beneficial owners (the "Beneficial Owners") in three
closings with aggregate Beneficial Owners' capital contributions of $18,654,000.
In connection with the offering of the sale of units of beneficial ownership,
Registrant incurred organization and offering costs of approximately $2,331,000
and established a working capital reserve of approximately $1,287,000. The
remaining net proceeds of approximately $15,036,000 (the "Net Proceeds") were
available to be applied to the acquisition of limited partnership interests in
local partnerships (the "Local Partnerships") which own low-income multifamily
residential complexes (the "Property" or "Properties") which qualify for the
low-income tax credit in accordance with Section 42 of the Internal Revenue Code
(the "Low-income Tax Credit"). The Net Proceeds were utilized in acquiring an
interest in ten Local Partnerships.
As of March 30, 2003, Registrant has unrestricted cash and cash equivalents and
investments in bonds totaling $2,048,877, which is available for operating
expenses of Registrant and circumstances which may arise in connection with the
Local Partnerships. As of March 30, 2003, Registrant's investments in bonds
represent corporate bonds of $1,654,852 with various maturity dates ranging from
2003 to 2012. Registrant acquired such investments in bonds with the intention
of utilizing proceeds generated by such investments to meet its annual
obligations. Future sources of Registrant funds are expected to be primarily
from interest earned on working capital and limited cash distributions from
Local Partnerships.
7
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
During the year ended March 30, 2003, Registrant received cash from interest
revenue, maturity/redemption and sale of bonds and distributions from Local
Partnerships and utilized cash for operating expenses. Cash and cash equivalents
and investments in bonds increased, in the aggregate, by approximately $45,000
during the year ended March 30, 2003 (which includes a net unrealized gain on
investments in bonds of approximately $61,000 and the amortization of net
premium on investments in bonds of approximately $4,000). Notwithstanding
circumstances that may arise in connection with the Properties, Registrant does
not expect to realize significant gains or losses on its investments in bonds,
if any.
During the year ended March 30, 2003, the investment in local partnerships
decreased as a result of Registrant's equity in the Local Partnerships' net loss
for the year ended December 31, 2002 of $1,477,923 (including an adjustment to
Registrant's loss in excess of investment in three Local Partnerships of
$457,500 in accordance with applicable accounting guidelines) (see discussion
below under Results of Operations) and cash distributions received from Local
Partnerships of $70,456. Payable to manager in the accompanying balance sheet as
of March 30, 2003 represents deferred management fees.
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. 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 which includes capital contributions payable, and is adjusted
for Registrant's share of each Local Partnership's results of operations and by
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. 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, the reported
equity in loss of investment in local partnerships is expected to decrease as
Registrant's investment balances in the respective Local Partnerships become
zero. As of March 30, 2003, investment in one Local Partnership has reached a
zero balance. However, the combined statements of operations of the Local
Partnerships reflected in Note 5 to Registrant's financial statements include
the operating results of all Local Partnerships, irrespective of Registrant's
investment balances.
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 carrying value of
Registrant's investment in local partnerships may be reduced if the book value
(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. See discussion below under Local Partnership
Matters regarding certain Local Partnerships currently operating below economic
break even levels.
Registrant's operations for the years ended March 30, 2003, 2002 and 2001
resulted in net losses of $1,585,759, $1,268,827 and $950,341, respectively. The
increase in net loss from fiscal 2002 to fiscal 2003 is primarily attributable
to an increase in equity in loss of investment in local partnerships of
approximately $298,000, which increase resulted primarily from (i) an increase
in adjustments to the Local Partnership Carrying Value in connection with
investments in certain Local Partnerships as reflected in Note 5 to the
financial statements and (ii) a net increase in the net operating losses of
certain Local Partnerships, all partially offset by an increase in the
nonrecognition of losses in accordance with the equity method of accounting. The
increase in net loss from fiscal 2001 to fiscal 2002 is primarily attributable
to an increase in equity in loss of investment in local partnerships of
approximately $336,000, which increase resulted primarily from (i) Registrant
adjusting the Local Partnership Carrying Value in connection with its
investments in certain Local Partnerships and (ii) a net increase in the net
operating losses of certain Local Partnerships.
The Local Partnerships' loss from operations of approximately $1,076,000 for the
year ended December 31, 2002 includes depreciation and amortization expense of
approximately $1,242,000 and interest on non-mandatory debt of approximately
$311,000, and does not include principal payments on permanent mortgages of
approximately $416,000. The Local Partnerships' loss from operations of
approximately $960,000 for the year ended December 31, 2001 includes
depreciation and amortization expense of approximately $1,241,000 and interest
on non-mandatory debt of approximately $287,000, and does not include principal
payments on permanent mortgages of approximately $398,000. The Local
Partnerships' loss from operations
8
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
of approximately $853,000 for the year ended December 31, 2000 includes
depreciation and amortization expense of approximately $1,248,000 and interest
on non-mandatory debt of approximately $284,000, and does not include principal
payments on permanent mortgages of approximately $381,000. The results of
operations of the Local Partnerships for the year ended December 31, 2002 are
not necessarily indicative of the results that may be expected in future
periods.
Local Partnership Matters
Registrant's primary objective is to provide Low-income Tax Credits to
Beneficial Owners generally over a ten year period. The relevant state tax
credit agency has allocated each of Registrant's Local Partnerships an amount of
Low-income Tax Credits, which are generally available for a ten year period from
the year the Property is placed in service. The required holding period of each
Property, in order to avoid Low-income Tax Credit recapture, is fifteen years
from the year in which the Low-income Tax Credits commence on the last building
of the Property (the "Compliance Period"). In addition, certain of the Local
Partnerships have 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, regardless of
any sale of the Properties by the Local Partnerships after the Compliance
Period. The Properties must satisfy various requirements including rent
restrictions and tenant income limitations (the "Low-income Tax Credit
Requirements") in order to maintain eligibility for the recognition of the
Low-income Tax Credit at all times during the Compliance Period. Once a Local
Partnership has become eligible for the Low-income Tax Credit, it may lose such
eligibility and suffer an event of recapture if its Property fails to remain in
compliance with the Low-income Tax Credit Requirements. Through December 31,
2002, none of the Local Partnerships have suffered an event of recapture of
Low-income Tax Credits.
The 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 payments
under Section 8 of Title II of the Housing and Community Development Act of 1974
("Section 8"). The subsidy agreements expire at various times during the
Compliance Periods of the Local Partnerships. Since October 1997, the United
States Department of Housing and Urban Development ("HUD") has issued a series
of directives related to project based Section 8 contracts that define owners'
notification responsibilities, advise owners of project based Section 8
properties of what their options are regarding the renewal of Section 8
contracts, provide guidance and procedures to owners, management agents,
contract administrators and HUD staff concerning renewal of Section 8 contracts,
provide policies and procedures on setting renewal rents and handling renewal
rent adjustments and provide the requirements and procedures for opting-out of a
Section 8 project based contract. Registrant cannot reasonably predict
legislative initiatives and governmental budget negotiations, the outcome of
which could result in a reduction in funds available for the various federal and
state administered housing programs including the Section 8 program. Such
changes could adversely affect the future net operating income before debt
service and debt structure of any or all Local Partnerships currently receiving
such subsidy or similar subsidies. Three Local Partnerships' Section 8 contracts
are currently subject to renewal under applicable HUD guidelines.
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"). In the event rents are not sufficient to cover operating
expenses, Mandatory Debt Service requirements and other charges, certain general
partners of the Local Partnerships (the "Local General Partners") are obligated
to provide advances to cover deficits for a certain period of time up to certain
amounts (the "Deficit Guarantee"). A Local General Partner's funding of such
Deficit Guarantee is dependent on its liquidity or ability to borrow the
required funds. During the year ended December 31, 2002, revenue from operations
of the Local Partnerships has generally been sufficient to cover operating
expenses and Mandatory Debt Service. Most of the Local Partnerships are
effectively operating at or above break even levels, although certain Local
Partnerships' operating 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. However, as discussed below,
certain Local Partnerships' operating information indicates below break even
operations after taking into account their mortgage and financing structure and
any required deferral of property management fees.
9
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
The terms of the partnership agreement of Creative Choice Homes VII, Ltd.
("Creative Choice") require the Local General Partner to cause the management
agent to defer up to 40% of the property management fees in order to avoid a
default under the mortgages. Creative Choice incurred an operating deficit of
approximately $33,000 for the year ended December 31, 2002, which includes
property management fees of approximately $45,000. Of Registrant's total annual
Low-income Tax Credits, approximately 15.6% is allocated from Creative Choice.
St. Christopher's Associates, L.P. V ("St. Christopher") incurred an operating
deficit of approximately $34,000 for the year ended December 31, 2002. St.
Christopher has an operating reserve of approximately $321,000 as of December
31, 2002. In addition, unpaid Registrant capital contributions and accrued
interest thereon total approximately $134,000 as of March 30, 2003. St.
Christopher withdrew $20,000 from the reserve during 2002 to partially fund the
deficit. There is no Mandatory Debt Service and payments on the real estate
taxes are current. Of Registrant's total annual Low-income Tax Credits,
approximately 14% are allocated from St. Christopher.
Inflation
Inflation is not expected to have a material adverse impact on Registrant's
operations during its period of ownership of the Local Partnership Interests.
Critical Accounting Policies and Estimates
The financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which requires Registrant to
make certain estimates and assumptions. A summary of significant accounting
policies is provided in Note 1 to the financial statements. 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 financial statements.
o Registrant accounts for its investment in local partnerships in
accordance with the equity method of accounting since Registrant does
not control the operations of a Local Partnership.
o If the book value of Registrant's investment in a Local Partnership
exceeds the estimated value derived by management, Registrant reduces
its investment in any such Local Partnership and includes such
reduction in equity in loss of investment in local partnerships.
Recently Issued Accounting Standards
In November 2002, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").
FIN 45 requires that upon issuance of a guarantee, a guarantor must recognize a
liability for the fair value of an obligation assumed under a guarantee. FIN 45
also requires additional disclosures by a guarantor in its interim and annual
financial statements about the obligations associated with guarantees issued.
The recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. The adoption of FIN 45 did not have a material effect on Registrant's
financial position, results of operations or cash flows.
In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"). FIN 46
addresses the consolidation by business enterprises of variable interest
entities as defined. FIN 46 applies immediately to variable interests in
variable interest entities created after January 31, 2003. For public
enterprises with a variable interest entity created before February 1, 2003, FIN
46 applies to that enterprise no later than the beginning of the first interim
or annual reporting period beginning after June 15, 2003. The adoption of FIN 46
is not expected to have a material effect on Registrant's financial position,
results of operations or cash flows.
10
Item 7a. Quantitative and Qualitative Disclosure about Market Risk
Registrant has invested a significant portion of its working capital reserves in
corporate bonds. The market value of such investments is subject to fluctuation
based upon changes in interest rates relative to each investment's maturity date
and the associated bond rating. Since Registrant's investments in bonds have
various maturity dates through 2012, the value of such investments may be
adversely impacted in an environment of rising interest rates in the event
Registrant decides to liquidate any such investment prior to its maturity.
Although Registrant may utilize reserves to assist an under performing Property,
it otherwise intends to hold such investments to their respective maturities.
Therefore, Registrant does not anticipate any material adverse impact in
connection with such investments.
11
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
Item 8. Financial Statements and Supplementary Data
Table of Contents
-----------------
Page
----
Independent Auditors' Report.................................................13
Balance Sheets...............................................................14
Statements of Operations.....................................................15
Statements of Changes in Owners' Equity (Deficit)............................16
Statements of Cash Flows.....................................................17
Notes to Financial Statements................................................19
No financial statement schedules are included because of the absence of the
conditions under which they are required or because the information is included
in the financial statements or the notes thereto.
12
INDEPENDENT AUDITORS' REPORT
To the Manager and Beneficial Owners
American Tax Credit Trust, a Delaware statutory business trust Series I
We have audited the accompanying balance sheets of American Tax Credit
Trust, a Delaware statutory business trust Series I as of March 30, 2003 and
2002, and the related statements of operations, owners' equity (deficit) and
cash flows for each of the three years in the period ended March 30, 2003. These
financial statements are the responsibility of the trust's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of American Tax Credit Trust, a
Delaware statutory business trust Series I as of March 30, 2003 and 2002, and
the results of its operations, changes in owners' equity (deficit) and its cash
flows for each of the three years in the period ended March 30, 2003, in
conformity with accounting principles generally accepted in the United States of
America.
/s/ Reznick Fedder & Silverman
Bethesda, Maryland
June 17, 2003
13
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
BALANCE SHEETS
MARCH 30, 2003 AND 2002
Notes 2003 2002
----- ---- ----
ASSETS
Cash and cash equivalents 3,9 $ 394,025 $ 207,314
Restricted cash 3,5,9 133,807 132,183
Investments in bonds 4,9 1,654,852 1,796,958
Investment in local partnerships 5,8 5,490,521 7,038,900
Interest receivable 9 32,471 33,093
----------- -----------
$ 7,705,676 $ 9,208,448
=========== ===========
LIABILITIES AND OWNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 27,492 $ 27,992
Payable to manager 6,8 621,142 599,973
Capital contributions payable 5,9 69,300 69,300
Interest payable 5,9 64,507 62,883
----------- -----------
782,441 760,148
----------- -----------
Commitments and contingencies 5,8
Owners' equity (deficit) 2,4
Manager (95,418) (79,560)
Beneficial owners (18,654 units of beneficial ownership
interest outstanding) 6,941,833 8,511,734
Accumulated other comprehensive income, net 76,820 16,126
----------- -----------
6,923,235 8,448,300
----------- -----------
$ 7,705,676 $ 9,208,448
=========== ===========
See Notes to Financial Statements.
14
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 30, 2003, 2002 AND 2001
Notes 2003 2002 2001
----- ----------- ---------- ----------
REVENUE
Interest $ 124,644 $ 146,753 $ 121,363
------------ ---------- ----------
TOTAL REVENUE 124,644 146,753 121,363
------------ ---------- -----------
EXPENSES
Management fee 6,8 192,141 192,141 192,117
Professional fees 28,572 31,915 26,011
Printing, postage and other 11,767 11,246 8,896
----------- ----------- -----------
TOTAL EXPENSES 232,480 235,302 227,024
----------- ----------- -----------
Loss from operations (107,836) (88,549) (105,661)
Equity in loss of investment in local
partnerships 5 (1,477,923) (1,180,278) (844,680)
----------- ----------- -----------
NET LOSS (1,585,759) (1,268,827) (950,341)
Other comprehensive income 4 60,694 35,515 31,951
----------- ----------- -----------
COMPREHENSIVE LOSS $(1,525,065) $(1,233,312) $ (918,390)
=========== =========== ===========
NET LOSS ATTRIBUTABLE TO 2
Manager $ (15,858) $ (12,688) $ (9,503)
Beneficial owners (1,569,901) (1,256,139) (940,838)
----------- ----------- -----------
$(1,585,759) $(1,268,827) $ (950,341)
=========== =========== ===========
NET LOSS per unit of beneficial ownership
interest (18,654 units of beneficial
ownership interest) $ (84.16) $ (67.34) $ (50.44)
=========== =========== ===========
See Notes to Financial Statements.
15
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
STATEMENTS OF CHANGES IN OWNERS' EQUITY (DEFICIT)
YEARS ENDED MARCH 30, 2003, 2002 AND 2001
Accumulated Other
Comprehensive
Beneficial Income (Loss),
Manager Owners Net Total
------- --------- ----------------- ------------
Owners' equity (deficit), March 30, 2000 $ (57,369) $ 10,708,711 $ (51,340) $ 10,600,002
Net loss (9,503) (940,838) (950,341)
Other comprehensive income, net 31,951 31,951
------------ ------------ ------------ ------------
Owners' equity (deficit), March 30, 2001 (66,872) 9,767,873 (19,389) 9,681,612
Net loss (12,688) (1,256,139) (1,268,827)
Other comprehensive income, net 35,515 35,515
------------ ------------ ------------ ------------
Owners' equity (deficit), March 30, 2002 (79,560) 8,511,734 16,126 8,448,300
Net loss (15,858) (1,569,901) (1,585,759)
Other comprehensive income, net 60,694 60,694
------------ ------------ ------------ ------------
Owners' equity (deficit), March 30, 2003 $ (95,418) $ 6,941,833 $ 76,820 $ 6,923,235
============ ============ ============ ============
See Notes to Financial Statements.
16
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 30, 2003, 2002 AND 2001
2003 2002 2001
------------ ------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 129,690 $ 134,512 $ 151,939
Cash paid for
Management fee (170,972) (234,405) (109,462)
Professional fees (28,572) (31,090) (24,044)
Printing, postage and other expenses (12,267) (13,229) (13,368)
----------- ----------- -----------
Net cash provided by (used in) operating activities (82,121) (144,212) 5,065
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash distributions from local partnerships 70,456 66,768 105,311
Transfer to restricted cash (1,624) (4,028) (223)
Investment in local partnerships (7,500)
Proceeds from maturity/redemption and sale of bonds 200,000 100,000 105,421
Investments in bonds (includes $20,715 of accrued interest) (1,022,785)
----------- ----------- -----------
Net cash provided by (used in) investing activities 268,832 162,740 (819,776)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents 186,711 18,528 (814,711)
Cash and cash equivalents at beginning of year 207,314 188,786 1,003,497
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 394,025 $ 207,314 $ 188,786
=========== =========== ===========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain on investments in bonds, net $ 60,694 $ 35,515 $ 31,951
=========== =========== ===========
- --------------------------------------------------------------------------------
See reconciliation of net loss to net cash provided by (used in) operating
activities on page 18.
See Notes to Financial Statements.
17
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
STATEMENTS OF CASH FLOWS - (Continued)
YEARS ENDED MARCH 30, 2003, 2002 AND 2001
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
STATEMENTS OF CASH FLOWS - (Continued)
YEARS ENDED MARCH 30, 2003, 2002 AND 2001
2003 2002 2001
----------- ----------- -----------
RECONCILIATION OF NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES
Net loss $(1,585,759) $(1,268,827) $ (950,341)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities
Equity in loss of investment in local partnerships 1,477,923 1,180,278 844,680
Gain on sale/redemption of bonds (975) (1,543) (2,572)
Amortization of net premium on investments in bonds 3,775 3,524 3,827
Decrease (increase) in interest receivable 622 (18,250) 21,598
Increase (decrease) in accounts payable and accrued expenses (500) (1,158) 3,950
Increase (decrease) in payable to manager 21,169 (42,264) 76,200
Increase in interest payable 1,624 4,028 7,723
----------- ----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
$ (82,121) $ (144,212) $ 5,065
=========== =========== ===========
See Notes to Financial Statements.
18
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2003, 2002 AND 2001
1. Organization, Purpose and Summary of Significant Accounting Policies
American Tax Credit Trust, a Delaware statutory business trust (the "Trust")
was formed on February 4, 1993 under Chapter 38 of Title 12 of the Delaware
Code. There was no operating activity until admission of the investors
("Beneficial Owners") on November 29, 1993. The Trust was formed to invest
primarily in leveraged low-income multifamily residential complexes (the
"Property" or "Properties") that qualify for the low-income tax credit in
accordance with Section 42 of the Internal Revenue Code (the "Low-income Tax
Credit"), through the acquisition of limited partnership equity interests
(the "Local Partnership Interests") in partnerships (the "Local Partnership"
or "Local Partnerships") that are the owners of the Properties. Richman
American Credit Corp. (the "Manager") was formed on April 5, 1993 to act as
the manager of the Trust.
On September 13, 1993, the Trust commenced the offering for sale of units of
beneficial ownership ("Units") to Beneficial Owners in one to twenty series
("Series I through Series XX"; each a "Series"). These notes and the
accompanying financial statements are presented for Series I only.
Basis of Accounting and Fiscal Year
The Trust's records are maintained on the accrual basis of accounting for
both financial reporting and tax purposes. For financial reporting purposes,
the Trust's fiscal year ends March 30 and its quarterly periods end June 29,
September 29 and December 30. The Local Partnerships have a calendar year for
financial reporting purposes. The Trust and the Local Partnerships each have
a calendar year for income tax purposes.
Investment in Local Partnerships
The Trust accounts for its investment in local partnerships in accordance
with the equity method of accounting, under which the investment is carried
at cost which includes capital contributions payable, and is adjusted for the
Trust's share of each Local Partnership's results of operations and by cash
distributions received. 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. Previously unrecognized
equity in loss of any Local Partnership is recognized in the fiscal year in
which equity in income is earned by such Local Partnership or additional
investment is made by the Trust. Distributions received subsequent to the
elimination of an investment balance for any such investment in a Local
Partnership are recorded as other income from local partnerships.
The Partnership regularly assesses the carrying value of its investments in
local partnerships. If the carrying value of an investment in a Local
Partnership exceeds the estimated value derived by management, the Trust
reduces its investment in any such Local Partnership and includes such
reduction in equity in loss of investment in local partnerships.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
as of the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Cash and Cash Equivalents
The Trust considers all highly liquid investments purchased with an original
maturity of three months or less at the date of acquisition to be cash
equivalents. Cash and cash equivalents are stated at cost, which approximates
market value.
19
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
1. Organization, Purpose and Summary of Significant Accounting Policies
(continued)
Restricted Cash
Restricted cash is set aside to make the Trust's required capital
contribution to a Local Partnership (see Notes 3 and 5).
Investments in Bonds
Investments in bonds are classified as available-for-sale and represent
investments that the Trust intends to hold for an indefinite period of time
but not necessarily to maturity. Any decision to sell an investment would be
based on various factors, including significant movements in interest rates
and liquidity needs. Investments in bonds are carried at estimated fair value
and unrealized gains or losses are included as items of comprehensive income
(loss) and are reported as a separate component of owners' equity (deficit).
Premiums and discounts on investments in bonds are amortized (accreted) using
the effective yield method over the life of the investment. Amortized
premiums offset interest revenue, while the accretion of discounts and zero
coupon bonds are included in interest revenue. Realized gain (loss) on
redemption or sale of investments in bonds are included in, or offset
against, interest revenue on the basis of the adjusted cost of each specific
investment redeemed or sold.
Interest on Capital Contributions Payable to Local Partnerships
Pursuant to agreements with certain Local Partnerships, interest is accrued
on certain installments of capital contributions. Such amounts are recorded
as a liability and an offset to interest revenue.
Income Taxes
No provision for income taxes has been made because all income, losses and
tax credits are allocated to the owners for inclusion in their respective tax
returns. In accordance with Statement of Financial Accounting Standard
("SFAS") No. 109, "Accounting for Income Taxes," the Trust has included in
Note 7 disclosures related to differences in the book and tax bases of
accounting.
Recently Issued Accounting Standards
In November 2002, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others" ("FIN 45"). FIN 45 requires that upon issuance of a guarantee, a
guarantor must recognize a liability for the fair value of an obligation
assumed under a guarantee. FIN 45 also requires additional disclosures by a
guarantor in its interim and annual financial statements about the
obligations associated with guarantees issued. The recognition provisions of
FIN 45 are effective for any guarantees issued or modified after December 31,
2002. The disclosure requirements are effective for financial statements of
interim or annual periods ending after December 15, 2002. The adoption of FIN
45 did not have a material effect on the Partnership's financial position,
results of operations or cash flows.
In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation
of Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46").
FIN 46 addresses the consolidation by business enterprises of variable
interest entities as defined. FIN 46 applies immediately to variable
interests in variable interest entities created after January 31, 2003. For
public enterprises with a variable interest entity created before February 1,
2003, FIN 46 applies to that enterprise no later than the beginning of the
first interim or annual reporting period beginning after June 15, 2003. The
adoption of FIN 46 is not expected to have a material effect on the
Partnership's financial position, results of operations or cash flows.
20
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
2. Capital Contributions
On September 13, 1993, the Trust commenced the offering of Units through
Merrill Lynch, Pierce, Fenner & Smith Incorporated and PaineWebber
Incorporated (the "Selling Agents"). On November 29, 1983, January 28, 1994
and May 25, 1994, under the terms of the Fourth Amended and Restated
Agreement of Trust of the Trust (the "Trust Agreement"), the Manager admitted
Beneficial Owners to the Trust in three closings. At these closings,
subscriptions for a total of 18,654 Units representing $18,654,000 in
Beneficial Owners' capital contributions were accepted. In connection with
the offering of Units, the Trust incurred organization and offering costs of
$2,330,819, of which $75,000 was capitalized as organization costs and
$2,255,819 was charged to the Beneficial Owners' equity as syndication costs.
The Trust received a capital contribution of $100 from the Manager.
Net loss is allocated 99% to the Beneficial Owners and 1% to the Manager in
accordance with the Trust Agreement.
3. Cash and Cash Equivalents and Restricted Cash
As of March 30, 2003, the Trust has cash and cash equivalents and restricted
cash in the aggregate of $527,832, which are deposited in interest-bearing
accounts with an institution that is not insured by the Federal Deposit
Insurance Corporation.
4. Investments in Bonds
The Trust carries its investments in bonds as available-for-sale because such
investments are used to facilitate and provide flexibility for the Trust's
obligations, including the providing of operating advances resulting from
circumstances that may arise in connection with the Local Partnerships.
Investments in bonds are reflected in the accompanying balance sheets at
estimated fair value.
As of March 30, 2003, certain information concerning investments in bonds is
as follows:
Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost gains losses fair value
------------------------ --------- ------------ ------------ -----------
Corporate debt securities
Within one year $ 100,000 $ 178 $ -- $ 100,178
After one year through five years 1,412,330 70,512 (3,807) 1,479,035
After five years through ten years 65,702 9,937 -- 75,639
----------- ----------- ----------- -----------
$ 1,578,032 $ 80,627 $ (3,807) $ 1,654,852
=========== =========== =========== ===========
As of March 30, 2002, certain information concerning investments in bonds
is as follows:
Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost gains losses fair value
------------------------ --------- ------------ ------------ -----------
Corporate debt securities
After one year through five years $ 1,448,269 $ 28,954 $ (15,951) $ 1,461,272
After five years through ten years 133,613 2,355 (282) 135,686
After ten years 198,950 1,050 -- 200,000
----------- ----------- ----------- -----------
$ 1,780,832 $ 32,359 $ (16,233) $ 1,796,958
=========== =========== =========== ===========
21
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
5. Investment in Local Partnerships
As of March 30, 2003, the Trust owns a 98.9%-99% limited partnership interest
in the following Local Partnerships:
1. ACP Housing Associates, L.P.;
2. Creative Choice Homes VII, Ltd.;
3. Edgewood Manor Associates, L.P. ("Edgewood");
4. Ledge/McLaren Limited Partnership ("Ledge/McLaren");
5. Penn Apartment Associates;
6. SB-92 Limited Partnership;
7. St. Christopher's Associates, L.P. V ("St. Christopher")*;
8. St. John Housing Associates, L.P.;
9. Starved Rock - LaSalle Manor Limited Partnership; and
10. Vision Limited Dividend Housing Association Limited Partnership.
* Affiliates of the Manager provide/provided services to St. Christopher.
The Properties are principally comprised of subsidized and leveraged
low-income multifamily residential complexes located throughout the United
States. The required holding period of each Property, in order to avoid
Low-income Tax Credit recapture, is fifteen years from the year in which the
Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period"). The rents of the Properties are controlled by federal
and state agencies pursuant to applicable laws and regulations. Under the
terms of each of the Local Partnership's partnership agreements, the Trust
has committed to make capital contribution payments in the aggregate amount
of $14,741,864, of which the Trust has paid $14,672,564 and $69,300 is
payable as of March 30, 2003. Restricted cash in the accompanying balance
sheet as of March 30, 2003 represents such outstanding capital contribution
along with accrued interest thereon of $64,507. The outstanding capital
contribution is payable upon one Local Partnership's satisfaction of
specified conditions. As of December 31, 2002, the Local Partnerships have
outstanding mortgage loans payable totaling approximately $21,160,000 and
accrued interest payable on such loans totaling approximately $1,966,000,
which are secured by security interests and liens common to mortgage loans on
the Local Partnerships' real property and other assets.
As a result of management's assessment of the carrying value of the
investment in local partnerships under applicable accounting guidelines (see
Note 1), the Partnership reduced its investment in Edgewood, Ledge/McLaren
and St. Christopher by $227,000, $47,500 and $183,000, respectively, during
the year ended March 30, 2003 and by $58,000, $39,000 and $133,000,
respectively, during the year ended March 30, 2002. Such losses are included
in equity in loss of investment in local partnerships in the accompanying
statements of operations of the Partnership for the years ended March 30,
2003 and 2002, respectively.
The combined balance sheets of the Local Partnerships as of December 31, 2002
and 2001 and the combined statements of operations of the Local Partnerships
for the years ended December 31, 2002, 2001 and 2000 are reflected on pages
23 and 24, respectively.
22
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
5. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of December 31, 2002
and 2001 are as follows:
2002 2001
------------- ------------
ASSETS
Cash and cash equivalents $ 333,544 $ 397,277
Rents receivable 42,954 69,615
Capital contributions receivable 69,300 69,300
Escrow deposits and reserves 1,556,569 1,598,559
Land 1,267,153 1,267,153
Buildings and improvements (net of accumulated
depreciation of $10,437,344 and $9,214,043) 26,880,032 28,040,052
Intangible assets (net of accumulated amortization
of $145,326 and $179,001) 250,088 265,154
Other assets 315,527 246,331
------------ ------------
$ 30,715,167 $ 31,953,441
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 508,742 $ 469,979
Due to related parties 666,490 626,723
Mortgage loans 21,160,284 21,576,677
Notes payable 100,000 100,000
Accrued interest 1,965,794 1,702,416
Other liabilities 147,594 163,823
------------ ------------
24,548,904 24,639,618
------------ ------------
Partners' equity (deficit)
American Tax Credit Trust, Series I
Capital contributions, net of distributions
(includes receivable of $69,300) 14,207,109 14,277,565
Cumulative loss (8,029,088) (7,008,665)
------------ ------------
6,178,021 7,268,900
------------ ------------
General partners and other limited partners
Capital contributions, net of distributions 338,817 339,529
Cumulative loss (350,575) (294,606)
------------ ------------
(11,758) 44,923
------------ ------------
6,166,263 7,313,823
------------ ------------
$ 30,715,167 $ 31,953,441
============ ============
23
5. Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the years
ended December 31, 2002, 2001, and 2000 are as follows:
2002 2001 2000
----------- ----------- -----------
REVENUE
Rental $ 3,914,682 $ 3,911,032 $ 3,824,494
Interest and other 152,383 162,154 168,682
----------- ----------- -----------
TOTAL REVENUE 4,067,065 4,073,186 3,993,176
----------- ----------- -----------
EXPENSES
Administrative 797,010 741,985 780,597
Utilities 576,072 607,441 488,186
Operating and maintenance 977,165 973,373 916,487
Taxes and insurance 622,771 551,121 485,418
Financial 928,089 918,253 927,908
Depreciation and amortization 1,242,350 1,240,897 1,247,813
----------- ----------- -----------
TOTAL EXPENSES 5,143,457 5,033,070 4,846,409
----------- ----------- -----------
NET LOSS $(1,076,392) $ (959,884) $ (853,233)
=========== =========== ===========
NET LOSS ATTRIBUTABLE TO
American Tax Credit Trust, Series I $(1,020,423) $ (950,278) $ (844,680)
General partners and other limited partners,
which includes $45,187 of Partnership loss
in excess of investment in 2002 (55,969) (9,606) (8,553)
----------- ----------- -----------
$(1,076,392) $ (959,884) $ (853,233)
=========== =========== ===========
24
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
5. Investment in Local Partnerships (continued)
Investment and capital contribution activity with respect to each Local
Partnership for the year ended March 30, 2003 is as follows:
Cash
Investment Trust's Adjustment to distributions Investment
in Local equity in carrying value received in Local Capital
Partnership loss for the during the during the Partnership contributions
Name of Local balance as year ended year ended year ended balance as payable as of
Partnership of March December 31, March 30, March 30, of March March 30,
30, 2002 2002 2003 2003 2003 2003
----------- ------------ ----------- ------------ ----------- -------------
ACP Housing Associates, L.P. $ 209,394 $ (85,590) $ -- $ -- $ 123,804 $ --
Creative Choice Homes VII, Ltd. 1,239,021 (247,714) -- -- 991,307 --
Edgewood Manor Associates, L.P. 691,990 (125,621) (227,000)(1) -- 339,369 --
Ledge/McLaren Limited Partnership 216,258 (10,641) (47,500)(1) -- 158,117 --
Penn Apartment Associates 71,137 (71,137)(2) -- -- -- --
SB-92 Limited Partnership 177,663 (99,146) -- -- 78,517 --
St. Christopher's Associates, 868,343 (183,191) (183,000)(1) -- 502,152 69,300
L.P. V
St. John Housing Associates, L.P. 2,527,445 (40,562) -- (70,456) 2,416,427 --
Starved Rock - LaSalle Manor
Limited Partnership 388,084 (23,088) -- -- 364,996 --
Vision Limited Dividend Housing
Association Limited Partnership 649,565 (133,733) -- -- 515,832 --
----------- ----------- ----------- ----------- ----------- -----------
$ 7,038,900 $(1,020,423) $ (457,500) $ (70,456) $ 5,490,521 $ 69,300
=========== =========== =========== =========== =========== ===========
(1) The Partnership has adjusted the investment's carrying value in accordance
with applicable accounting guidelines.
(2) The Partnership's equity in loss of an investment in a Local Partnership
is limited to the remaining investment balance.
25
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
5. Investment in Local Partnerships (continued)
Investment and capital contribution activity with respect to each Local
Partnership for the year ended March 30, 2002 is as follows:
Cash
Investment Trust's Adjustment to distributions Investment
in Local equity in carrying value received in Local Capital
Partnership loss for the during the during the Partnership contributions
Name of Local balance as year ended year ended year ended balance as payable as of
Partnership of March December 31, March 30, March 30, of March March 30,
30, 2001 2001 2002 2002 2002 2002
----------- ------------ ----------- ------------ ----------- -------------
ACP Housing Associates, L.P. $ 284,738 $ (75,344) $ -- $ -- $ 209,394 $ --
Creative Choice Homes VII, Ltd. 1,466,379 (227,358) -- -- 1,239,021 --
Edgewood Manor Associates, L.P. 919,298 (169,308) (58,000)(1) -- 691,990 --
Ledge/McLaren Limited Partnership 266,891 (11,633) (39,000)(1) -- 216,258 --
Penn Apartment Associates 170,534 (99,397) -- -- 71,137 --
SB-92 Limited Partnership 309,405 (131,742) -- -- 177,663 --
St. Christopher's Associates, 1,073,078 (71,735) (133,000)(1) -- 868,343 69,300
L.P. V
St. John Housing Associates, L.P. 2,645,182 (50,969) -- (66,768) 2,527,445 --
Starved Rock - LaSalle Manor
Limited Partnership 418,070 (29,986) -- -- 388,084 --
Vision Limited Dividend Housing
Association Limited Partnership 732,371 (82,806) -- -- 649,565 --
----------- ----------- ----------- ----------- ----------- -----------
$ 8,285,946 $ (950,278) $ (230,000) $ (66,768) $ 7,038,900 $ 69,300
=========== =========== =========== =========== =========== ===========
(1) The Partnership has adjusted the investment's carrying value in accordance
with applicable accounting guidelines.
26
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
5. Investment in Local Partnerships (continued)
Property information for each Local Partnership as of December 31, 2002 is as
follows:
Mortgage Buildings and Accumulated
Name of Local Partnership loans payable Land improvements depreciation
------------------------- ------------- ---------- --------------- ------------
ACP Housing Associates, L.P. $ 1,489,577 $ 14,000 $ 2,505,364 $ (494,596)
Creative Choice Homes VII, Ltd. 1,954,219 500,000 4,091,851 (907,019)
Edgewood Manor Associates, L.P. 1,846,008 53,850 3,682,905 (1,240,479)
Ledge/McLaren Limited
Partnership 449,200 123,673 689,848 (161,009)
Penn Apartment Associates 963,000 13,357 1,784,922 (435,182)
SB-92 Limited Partnership 1,935,204 73,000 3,066,150 (1,025,341)
St. Christopher's
Associates, L.P. V 2,180,000 31,829 3,823,022 (1,188,111)
St. John Housing
Associates, L.P. 4,054,525 74,800 8,279,308 (2,304,633)
Starved Rock - LaSalle Manor Limited
Partnership 1,673,348 202,845 2,571,659 (603,336)
Vision Limited Dividend Housing
Association Limited Partnership 4,615,203 179,799 6,822,347 (2,077,638)
------------ ------------ ------------ ------------
$ 21,160,284 $ 1,267,153 $ 37,317,376 $(10,437,344)
============ ============ ============ ============
Property information for each Local Partnership as of December 31, 2001 is
as follows:
Mortgage Buildings and Accumulated
Name of Local Partnership loans payable Land improvements depreciation
------------------------- ------------- ---------- --------------- ------------
ACP Housing Associates, L.P. $ 1,492,108 $ 14,000 $ 2,505,364 $ (431,495)
Creative Choice Homes VII, Ltd. 2,001,646 500,000 4,091,851 (786,693)
Edgewood Manor Associates, L.P. 1,848,973 53,850 3,680,123 (1,104,168)
Ledge/McLaren Limited
Partnership 451,857 123,673 689,848 (139,481)
Penn Apartment Associates 963,000 13,357 1,784,922 (387,335)
SB-92 Limited Partnership 1,973,894 73,000 3,051,734 (908,133)
St. Christopher's
Associates, L.P. V 2,180,000 31,829 3,821,073 (1,048,838)
St. John Housing
Associates, L.P. 4,171,642 74,800 8,279,308 (2,086,806)
Starved Rock - LaSalle Manor Limited
Partnership 1,704,994 202,845 2,561,195 (533,569)
Vision Limited Dividend Housing
Association Limited Partnership 4,788,563 179,799 6,788,677 (1,787,525)
------------ ------------ ------------ ------------
$ 21,576,677 $ 1,267,153 $ 37,254,095 $ (9,214,043)
============ ============ ============ ============
27
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
5. Investment in Local Partnerships (continued)
The summary of property activity during the year ended December 31, 2002 is
as follows:
Net change during the
Balance as of year ended Balance as of
December 31, December 31, December 31,
2001 2002 2002
------------- --------------------- -------------
Land $ 1,267,153 $ -- $ 1,267,153
Buildings and improvements 37,254,095 63,281 37,317,376
38,521,248 63,281 38,584,529
Accumulated depreciation (9,214,043) (1,223,301) (10,437,344)
------------
$ 29,307,205 $ (1,160,020) $ 28,147,185
============ ============ ============
6. Transactions with Manager and Affiliates
For the years ended March 30, 2003, 2002 and 2001, the Trust paid and/or
incurred the following amounts to the Manager and/or affiliates in
connection with services provided to the Trust:
2003 2002 2001
---------------------- ----------------------- -----------------------
Paid Incurred Paid Incurred Paid Incurred
---- -------- ---- -------- ---- --------
Management fee (see Note 8) $170,972 $192,141 $234,405 $192,141 $109,462 $192,117
For the years ended December 31, 2002, 2001 and 2000, the Local
Partnerships paid and/or incurred the following amounts to the Manager
and/or affiliates in connection with services provided to St. Christopher:
2002 2001 2000
--------------------- ---------------------- ---------------------
Paid Incurred Paid Incurred Paid Incurred
---- -------- ---- -------- ---- --------
Property management fees $ -- $ -- $10,658 $12,180 $ 2,625 $12,180
Insurance and other services 16,237 13,237 10,343 13,343 14,150 14,078
28
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
7. Taxable Loss
A reconciliation of the financial statement net loss of the Trust for the
years ended March 30, 2003, 2002 and 2001 to the tax return net loss for
the years ended December 31, 2002, 2001 and 2000 is as follows:
2003 2002 2001
----------- ----------- -----------
Financial statement net loss for the years ended March 30,
2003, 2002 and 2001 $(1,585,759) $(1,268,827) $ (950,341)
Add (less) net transactions occurring between
January 1, 2000 and March 30, 2000 -- -- (23,342)
January 1, 2001 and March 30, 2001 -- (40,720) 40,720
January 1, 2002 and March 30, 2002 (22,979) 22,979 --
January 1, 2003 and March 30, 2003 23,894 -- --
----------- ----------- -----------
Adjusted financial statement net loss for the years ended
December 31, 2002, 2001 and 2000 (1,584,844) (1,286,568) (932,963)
Adjustment to management fee pursuant to Internal Revenue
Code Section 267 21,145 10,892 86,133
Differences arising from equity in loss of investment in
local partnerships 163,231 33,311 (315,564)
Other differences -- 2,332 (3,612)
----------- ----------- -----------
Tax return net loss for the years ended December 31, 2002,
2001 and 2000 $(1,400,468) $(1,240,033) $(1,166,006)
=========== =========== ===========
The differences between the investment in local partnerships for tax and
financial reporting purposes as of December 31, 2002 and 2001 are as
follows:
2002 2001
---------- ----------
Investment in local partnerships - financial reporting $5,490,521 $7,038,900
Investment in local partnerships - tax* 4,693,588 6,078,736
---------- ----------
$ 796,933 $ 960,164
========== ==========
*Capital contributions payable to Local Partnerships are not included in
the investment balance for tax purposes.
Payable to manager in the accompanying balance sheets represents accrued
management fees not deductible for tax purposes pursuant to Internal Revenue
Code Section 267.
29
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
8. Commitments and Contingencies
Pursuant to the Trust Agreement, the Trust incurs an annual management fee
("Management Fee") payable to the Manager for its services in connection with
the management of the affairs of the Trust. The annual Management Fee is
equal to 0.5% of all proceeds as of December 31 of any year, invested or
committed for investment in Local Partnerships plus all debts of the Local
Partnerships related to the Properties. The Trust incurred a Management Fee
of $192,141, $192,141 and $192,117 for the years ended March 30, 2003, 2002
and 2001, respectively. Unpaid Management Fees in the amount of $621,142 and
$599,973 are recorded as payable to manager in the accompanying balance
sheets as of March 30, 2003 and 2002, respectively.
The rents of the Properties, certain 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. 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. The Trust cannot reasonably predict legislative initiatives
and governmental budget negotiations, the outcome of which could result in a
reduction in funds available for the various federal and state administered
housing programs including the Section 8 program. Such changes could
adversely affect the future net operating income before debt service and debt
structure of any or all Local Partnerships currently receiving such subsidy
or similar subsidies. Three Local Partnerships' Section 8 contracts are
currently subject to renewal under applicable HUD guidelines.
9. Fair Value of Financial Instruments
The following disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of SFAS No. 107, "Disclosures
about Fair Value of Financial Instruments." The estimated fair value amounts
have been determined using available market information, assumptions,
estimates and valuation methodologies.
Cash and cash equivalents and restricted cash
The carrying amounts approximate fair value.
Investments in bonds
Fair value is estimated based on market quotes provided by an independent
service as of the balance sheet dates.
Interest receivable
The carrying amount approximates fair value due to the terms of the
underlying investments.
Capital contributions payable and interest payable
The carrying amounts approximate fair value in accordance with the Local
Partnerships' partnership agreements.
The estimated fair value of the Trust's financial instruments as of March 30,
2003 and 2002 are disclosed elsewhere in the financial statements.
30
AMERICAN TAX CREDIT TRUST,
a Delaware statutory business trust
Series I
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2003, 2002 AND 2001
10. Quarterly Financial Information - Unaudited
The following is a summary of results of operations for each of the four
quarters for the years indicated:
First Second Third Fourth
Quarter Quarter Quarter Quarter
----------- ---------- ---------- ----------
2003
- ----
Total revenue $ 30,781 $ 31,436 $ 30,435 $ 31,992
Loss from operations (29,551) (23,478) (30,927) (23,880)
Equity in loss of investment
in local partnerships (237,996) (211,390) (239,316) (789,221)
Net loss (267,547) (234,868) (270,243) (813,101)
2002
- ----
Total revenue $ 46,134 $ 33,581 $ 33,407 $ 33,631
Loss from operations (10,866) (23,235) (31,469) (22,979)
Equity in loss of investment
in local partnerships (222,496) (201,905) (186,750) (569,127)
Net loss (233,362) (225,140) (218,219) (592,106)
2001
- ----
Total revenue $ 32,383 $ 37,932 $ 40,825 $ 10,223
Loss from operations (27,788) (20,895) (16,258) (40,720)
Equity in loss of investment
in local partnerships (152,638) (150,538) (191,077) (350,427)
Net loss (180,426) (171,433) (207,335) (391,147)
31
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
Registrant has no officers or directors. The Manager manages Registrant's
affairs and has general responsibility and authority in all matters affecting
its business. The executive officers and directors of the Manager are:
Served in present
Name capacity since (1) Position held
- ---- ------------------ -------------
Richard Paul Richman May 10, 1993 Director
David A. Salzman February 1, 2001 President
Stephen B. Smith May 10, 1993 Executive Vice President
Neal Ludeke May 10, 1993 Vice President and Treasurer
- --------------------------------------------------------------------------------
(1) Director holds office until his successor is elected and qualified. All
officers serve at the pleasure of the Director.
Richard Paul Richman, age 55, is the sole Director of the Manager. Mr. Richman
is the Chairman and principal stockholder of Richman Group. Mr. Richman is
involved in the syndication, development and management of residential property.
Mr. Richman is also a director of Wilder Richman Resources Corp., an affiliate
of the Manager and the general partner of Secured Income L.P., a director of
Wilder Richman Historic Corporation, an affiliate of the Manager and the general
partner of Wilder Richman Historic Properties II, L.P., a director of Richman
Tax Credit Properties Inc., an affiliate of the Manager and the general partner
of the general partner of American Tax Credit Properties L.P., a director of
Richman Tax Credits Inc., an affiliate of the Manager and the general partner of
the general partner of American Tax Credit Properties II L.P. and a director of
Richman Housing Credits Inc., an affiliate of the Manager and the general
partner of the general partner of American Tax Credit Properties III L.P.
Stephen B. Smith, age 59, is the Executive Vice President of the Manager. Mr.
Smith is responsible for marketing and investment program development for
Richman Group. From 1989 until joining Richman Group in 1993, Mr. Smith was an
independent advisor to developers, lenders and institutional investors on
matters related to real estate investments.
David A. Salzman, age 42, is the President of the Manager and is a minority
stockholder and the President of Richman Group. Mr. Salzman is responsible for
the acquisition and development of residential real estate for syndication for
Richman Group.
Neal Ludeke, age 45, is a Vice President and the Treasurer of the Manager. Mr.
Ludeke, a Vice President and the Treasurer of Richman Group, is engaged
primarily in the syndication, asset management and finance operations of Richman
Group. In addition, Mr. Ludeke is a Vice President and the Treasurer of Richman
Asset Management, Inc. ("RAM"), an affiliate of the Manager. Mr. Ludeke's
responsibilities in connection with RAM include various partnership management
functions.
Item 11. Executive Compensation
Registrant has no officers or directors. Registrant does not pay the officers or
director of the Manager any remuneration. During the year ended March 30, 2003,
the Manager did not pay any remuneration to any of its officers or its director.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Affiliates of Everest Properties, Inc., having the mailing address 155 N. Lake
Avenue, Suite 1000, Pasadena, California 91101, are the owners of 1,140 Units,
representing approximately 6.1% of all such Units. As of May 31, 2003, no person
or entity, other than affiliates of Everest Properties, Inc., was known by
Registrant to be the beneficial owner of more than five percent of the Units.
The majority owner of the Manager is Richard Paul Richman.
32
Item 13. Certain Relationships and Related Transactions
The Manager and certain of its affiliates are entitled to receive certain fees
and reimbursement of expenses and have received/earned fees for services
provided to Registrant as described in Notes 6 and 8 to the audited financial
statements included in Item 8 - "Financial Statements and Supplementary Data"
herein.
Transactions with Manager and Affiliates
The net tax losses and Low-income Tax Credits generated by Registrant during the
year ended December 31, 2002 allocated to the Manager were $14,005 and $26,155,
respectively.
Indebtedness of Management
No officer or director of the Manager or any affiliate of the foregoing was
indebted to Registrant at any time during the year ended March 30, 2003.
Item 14. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
a. Within the 90 days prior to the date of this report, Registrant's Chief
Executive Officer and Chief Financial Officer carried out an evaluation of
the effectiveness of Registrant's "disclosure controls and procedures" as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and
15(d)-14(c). Based on that evaluation, Registrant's Chief Executive Officer
and Chief Financial Officer have concluded that as of the date of the
evaluation, Registrant's disclosure controls and procedures were adequate and
effective in timely alerting them to material information relating to
Registrant required to be included in Registrant's periodic SEC filings.
Changes in Internal Controls
b. There were no significant changes in Registrant's internal controls or in
other factors that could significantly affect Registrant's internal controls
subsequent to the date of that evaluation.
33
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements, Financial Statement Schedules and Exhibits
(1) Financial Statements
See Item 8 - "Financial Statements and Supplementary Data."
(2) Financial Statement Schedules
No financial statement schedules are included because of the absence of
the conditions under which they are required or because the information
is included in the financial statements or notes thereto.
(3) Exhibits
Incorporated by
Exhibit Reference to
------- ------------------
10.1 Credit Agreement dated as of December 27, 1993 Exhibit 10.1 to Form 10-Q Report
between Trust and Citibank N.A. dated December 30, 1993
(File No. 33-58032)
10.2 Security and Pledge Agreement dated as of Exhibit 10.2 to Form 10-Q Report
December 27, 1993 between Trust and Citibank N.A. dated December 30, 1993
(File No. 33-58032)
10.3 Cash Collateral Agreement dated as of December Exhibit 10.3 to Form 10-Q Report
27, 1993 between Trust and Citibank N.A. dated December 30, 1993
(File No. 33-58032)
10.4 Promissory Note dated December 27, 1993 from Exhibit 10.4 to Form 10-Q Report
Trust to Citibank N.A. dated December 30, 1993
(File No. 33-58032)
10.5 Tri-Party Agreement dated as of December 27, Exhibit 10.5 to Form 10-Q Report
1993 between Trust, Citibank N.A. and United dated December 30, 1993
States Trust Company of New York (File No. 33-58032)
10.6 ACP Housing Associates, L.P. Amended and Exhibit 10.1 to Form 10-Q Report
Restated Agreement of Limited Partnership dated September 29, 1995
(File No. 0-24600)
10.7 Creative Choice Homes VII, Ltd. Amended and Exhibit 10.1 to Form 10-Q Report
Restated Agreement of Limited Partnership dated December 30, 1994
(File No. 0-24600)
10.8 Edgewood Manor Associates, L.P. Amended and Exhibit 10.6 to Form 10-K Report
Restated Agreement of Limited Partnership dated March 30, 1994
(File No. 33-58032)
10.9 Ledge / McLaren Limited Partnership Amended and Exhibit 10.2 to Form 10-Q Report
Restated Agreement of Limited Partnership dated December 30, 1994
(File No. 0-24600)
10.10 Penn Apartment Associates Amended and Restated Exhibit 10.7 to Form 10-K Report
Agreement of Limited Partnership dated March 30, 1994
(File No. 33-58032)
34
Incorporated by
Exhibit Reference to
------- ------------------
10.11 First Amendment to Penn Apartment Associates Exhibit 10.8 to Form 10-K Report
Amended and Restated Agreement of Limited dated March 30, 1994
Partnership (File No. 33-58032)
10.12 Second Amendment to Penn Apartment Associates Exhibit 10.9 to Form 10-K Report
Amended and Restated Agreement of Limited dated March 30, 1994
Partnership (File No. 33-58032)
10.13 SB-92 Limited Partnership Amended and Restated Exhibit 10.6 to Form 10-Q Report
Agreement of Limited Partnership dated December 30, 1993
(File No. 33-58032)
10.14 St. Christopher's Associates, L.P. V Amended and Exhibit 10.1 to Form 10-Q Report
Restated Agreement of Limited Partnership dated June 29, 1994
(File No. 33-58032)
10.15 St. John Housing Associates, L.P. Amended and Exhibit 10.7 to Form 10-Q Report
Restated Agreement of Limited Partnership dated December 30, 1993
(File No. 33-58032)
10.16 Starved Rock - LaSalle Manor Limited Partnership Exhibit 10.2 to Form 10-Q Report
Amended and Restated Agreement of Limited dated September 29, 1995
Partnership (File No. 0-24600)
10.17 Vision Limited Dividend Housing Association Exhibit 10.3 to Form 10-Q Report
Limited Partnership Amended and Restated dated December 30, 1994
Agreement of Limited Partnership (File No. 0-24600)
99.1 Pages 11 through 21, 26 through 48 and 63 Exhibit 99.1 to Form 10-K Report
through 65 of Prospectus of Registrant dated dated March 30, 1994
September 7, 1993 filed pursuant to Rule 424 (File No. 33-58032)
(b)(3) under the Securities Act of 1933
99.2 Supplement No. 2 dated November 16, 1993 to Exhibit 28.1 to Form 10-Q Report
Prospectus dated December 30, 1993
(File No. 33-58032)
99.3 Supplement No. 3 dated November 23, 1994 to Exhibit 99.3 to Form 10-K Report
Prospectus dated March 30, 1995
(File No. 0-24600)
99.4 Supplement No. 4 dated December 28, 1994 to Exhibit 99.4 to Form 10-K Report
Prospectus dated March 30, 1995
(File No. 0-24600)
99.5 December 31, 1995 financial statements of Exhibit 99.5 to Form 10-K Report
St. John Housing Associates, L.P. pursuant to dated March 30, 1996
Title 17, Code of Federal Regulations, (File No. 0-24600)
Section 210.3-9
99.6 December 31, 1996 financial statements of Exhibit 99.6 to Form 10-K Report
St. John Housing Associates, L.P. pursuant to dated March 30, 1997
Title 17, Code of Federal Regulations (File No. 0-24600)
99.7 December 31, 1997 financial statements of Exhibit 99.7 to Form 10-K Report
St. John Housing Associates, L.P. pursuant to dated March 30, 1998
Title 17, Code of Federal Regulations (File No. 0-24600)
35
Incorporated by
Exhibit Reference to
------- ------------------
99.8 December 31, 1998 financial statements of Exhibit 99.8 to Form 10-K Report
St. John Housing Associates, L.P. pursuant to dated March 30, 1999
Title 17, Code of Federal Regulations (File No. 0-24600)
99.9 December 31, 1999 financial statements of Exhibit 99.9 to Form 10-K Report
St. John Housing Associates, L.P. pursuant to dated March 30, 2000
Title 17, Code of Federal Regulations (File No. 0-24600)
99.10 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
David Salzman - Chief Executive Officer of Richman American
Credit Corp., Manager of the Company.
99.11 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
Neal Ludeke - Chief Financial Officer of Richman American
Credit Corp., Manager of the Company.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by Registrant during the last quarter of
the period covered by this report.
(c) Exhibits
See (a)(3) above.
(d) Financial Statement Schedules
See (a)(2) above.
36
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 TRUST,
a Delaware statutory business trust
Series I
By: Richman American Credit Corp.,
The Manager
Dated: June 30, 2003 /s/ David Salzman
------------- ------------------------------
by: David Salzman
Chief Executive Officer
Dated: June 30, 2003 /s/ Neal Ludeke
------------- ------------------------------
by: Neal Ludeke
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David Salzman Chief Executive Officer of June 30, 2003
---------------------- the Manager -------------
(David Salzman)
/s/ Neal Ludeke Chief Financial Officer of June 30, 2003
---------------------- the Manager -------------
(Neal Ludeke)
37
CERTIFICATIONS
I, David Salzman, certify that:
1. I have reviewed this annual report on Form 10-K of American Tax Credit Trust,
a Delaware statutory business trust Series I;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of the Company's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 30, 2003
/s/ David Salzman
-----------------------------
by: David Salzman
Chief Executive Officer of
Richman American Credit Corp.,
Manager of the Registrant
38
I, Neal Ludeke, certify that:
1. I have reviewed this annual report on Form 10-K of American Tax Credit Trust,
a Delaware statutory business trust Series I;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: June 30, 2003
/s/ Neal Ludeke
-------------------------------
by: Neal Ludeke
Chief Financial Officer of
Richman American Credit Corp.,
Manager of the Registrant
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