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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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ____________
0-19217
---------------------------
(Commission File Number)
American Tax Credit Properties III L.P.
---------------------------------------
(Exact name of registrant as specified in its governing instruments)
Delaware 13-3545006
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
Richman Tax Credit Properties III L.P.
599 West Putnam Avenue, 3rd floor
Greenwich, Connecticut 06830
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 869-0900
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of each Class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(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
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
Registrant has no voting stock.
Documents incorporated by reference:
Part I - pages 20 through 31 and 44 through 66 of the prospectus dated February
7, 1990, as supplemented by Supplement No. 1, Supplement No. 2, Supplement No.
3, Supplement No. 4, Supplement No. 5 and Supplement No. 6 dated June 6, 1990,
November 21, 1990, December 20, 1990, October 30, 1991, December 26, 1991 and
January 15, 1992, respectively, filed pursuant to Rule 424(b)(3) under the
Securities Act of 1933.
PART I
Item 1. Business
Formation
American Tax Credit Properties III L.P. ("Registrant"), a Delaware limited
partnership, was formed on September 21, 1989 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. Registrant
considers its activity to constitute a single industry segment.
Richman Tax Credit Properties III L.P. (the "General Partner"), a Delaware
limited partnership, was formed on September 21, 1989 to act as the general
partner of Registrant. The general partner of the General Partner is Richman
Housing Credits Inc. ("Richman Housing"), a Delaware corporation which is
wholly-owned by Richard Paul Richman. Richman Housing is an affiliate of The
Richman Group, Inc. ("Richman Group"), a Delaware corporation founded by Richard
Paul Richman in 1988.
The Amendment No. 2 to the Registration Statement on Form S-11 was filed with
the Securities and Exchange Commission (the "Commission") on February 1, 1990
pursuant to the Securities Act of 1933 under Registration Statement File No.
33-31390 and was declared effective on February 2, 1990. Reference is made to
the prospectus dated February 7, 1990, as supplemented by Supplement No. 1,
Supplement No. 2, Supplement No. 3, Supplement No. 4, Supplement No. 5 and
Supplement No. 6 dated June 6, 1990, November 21, 1990, December 20, 1990,
October 30, 1991, December 26, 1991 and January 15, 1992, 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 44 through 66 of
the Prospectus is incorporated herein by reference.
On March 12, 1990, Registrant commenced, through Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch"), the offering of up to 150,000 units of
limited partnership interest ("Unit") at $1,000 per Unit to investors. On June
13, 1990, December 27, 1990, December 31, 1991 and January 23, 1992 the closings
for 19,730, 9,622, 5,227 and 1,304 Units, respectively, took place, amounting to
aggregate limited partners' capital contributions of $35,883,000.
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 20 through 31 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 General Partner. An affiliate of
the General Partner employs individuals who perform the management activities of
Registrant. This entity also performs similar services for other affiliates of
the General Partner.
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 and Tax and Trade Relief Extension Act of 1999
(collectively the "Tax Acts")
Registrant is organized as a limited partnership and is a "pass through" tax
entity which does not, itself, pay federal income tax. However, the partners 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 partners 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 General Partner 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 General Partner.
Registrant's primary objective is to provide Low-income Tax Credits to limited
partners 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 "Ten Year Credit Period"). The Ten Year
Credit Period is expected to be fully exhausted by the Local Partnerships as of
December 31, 2003. 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, 1999, none of the Local Partnerships
have suffered an event of recapture of Low-income Tax Credits.
Although Registrant generally owns a 98.9%-99% limited partnership interest
("Local Partnership Interest") in the Local Partnerships, Registrant and
American Tax Credit Properties II L.P. ("ATCP II"), a Delaware limited
partnership and an affiliate of Registrant, together, in the aggregate, own a
99% Local Partnership Interest in the following Local Partnerships:
Registrant ATCP II
---------- -------
Batesville Family, L.P. 61.75% 37.25%
Bruce Housing Associates, L.P. 61.75 37.25
Carrington Limited Dividend
Housing 65.95 33.05
Association Limited
Partnership
Ivy Family, L.P. 61.75 37.25
Lawrence Road Properties, Ltd. 61.75 37.25
Mirador del Toa Limited 59.06 39.94
Partnership
Purvis Heights Properties, L.P. 61.75 37.25
Queen Lane Investors 48.50 50.50
Many 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 7). 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 and debt structure of any or all Local
Partnerships currently receiving such subsidy or similar subsidies. One Local
Partnership's Section 8 contracts are currently subject to renewal under
applicable HUD guidelines.
3
Item 2. Properties (continued)
Mortgage
loans payable
Name of Local Partnership Number as of
Name of apartment complex of rental Capital December 31, Subsidy (see
Apartment complex location units contribution 1999 footnotes)
- -------------------------- ----- ------------ ---- ----------
April Gardens Apartments II
Limited Partnership
April Gardens Apartments
Las Piedras, Puerto Rico 48 $ 485,581 $1,995,920 (1b&d)
Ashland Park Apartments, L.P.
Ashland Park Apartments
Ashland, Nebraska 24 235,732 1,037,908 (1b&d)
Auburn Family, L.P.
Auburn Apartments
Louisville, Mississippi 16 95,412 468,586 (1b&d)
Batesville Family, L.P.
Westridge Apartments
Batesville, Mississippi 48 239,716(2) 1,438,380 (1b)
Bay Springs Elderly, L.P.
Bay Springs Manor
Bay Springs, Mississippi 24 208,820 675,921 (1b&d)
Brisas del Mar Apartments
Limited Partnership
Brisas del Mar Apartments
Hatillo, Puerto Rico 66 668,172 2,652,057 (1b&d)
Bruce Housing Associates, L.P.
Bruce Family Apartments
Bruce, Mississippi 40 183,155 1,107,099 (1b&d)
(2)
Carrington Limited Dividend
Housing Association Limited
Partnership
Carrington Place
Farmington Hills, Michigan 100 2,174,720 3,412,991 (1c)
(2)
Chestnut Park Associates, L.P.
Chestnut Park Apartments
East Orange, New Jersey 59 4,204,576 5,134,372 (1a)
Chowan Senior Manor Associates
Limited Partnership
Azalea Garden Senior Manor
Apartments
Murfreesboro, North Carolina 33 278,405 1,258,346 (1b&d)
Christian Street Commons
Associates
Christian Street Commons
Apartments
Philadelphia, Pennsylvania 18 581,645 613,742 (1a&b)
4
Item 2. Properties (continued)
Mortgage
loans payable
Name of Local Partnership Number as of
Name of apartment complex of rental Capital December 31, Subsidy (see
Apartment complex location units contribution 1999 footnotes)
- -------------------------- ----- ------------ ---- ----------
Country View Apartments
Country View Apartments
Pembroke, Maine 16 $ 279,183 $ 937,490 (1b&d)
Desarrollos de Belen Limited
Partnership
Vista de Jagueyes II Apartments
Aguas Buenas, Puerto Rico 41 422,929 1,884,487 (1b&d)
Desarrollos de Emaus Limited
Partnership
Hucares II Apartments
Naguabo, Puerto Rico 72 631,404 3,201,079 (1b&d)
Ellinwood Heights Apartments, L.P.
Ellinwood Heights Apartments
Ellinwood, Kansas 24 156,261 688,038 (1b&d)
Fulton Street Houses Limited
Partnership
Fulton Street Townhouse
Apartments
New York, New York 35 1,948,081 3,869,930 (1a&b)
Hayes Run Limited Partnership
Mashburn Gap Apartments
Marshall, North Carolina 34 322,074 1,425,500 (1b&d)
Howard L. Miller Sallisaw
Apartments II, L.P.
Sallisaw II Apartments
Sallisaw, Oklahoma 24 130,158 615,616 (1b&d)
Hurlock Meadow Limited
Partnership
Hurlock Meadow Apartments
Hurlock, Maryland 30 284,218 1,270,656 (1b&d)
Ivy Family, L.P.
Ivy Apartments
Louisville, Mississippi 32 135,528 793,732 (1b&d)
Justin Associates
Locust Tower Apartments
Philadelphia, Pennsylvania 40 1,809,723 2,422,484 (1b&e)
LaBelle Commons, Ltd.
LaBelle Commons
LaBelle, Florida 32 253,580 1,013,370 (1b&d)
Lawrence Road Properties, Ltd.
Hillcrest Apartments
Newton, Mississippi 24 123,799 758,834 (1b&d)
5
Item 2. Properties (continued)
Mortgage
loans payable
Name of Local Partnership Number as of
Name of apartment complex of rental Capital December 31, Subsidy (see
Apartment complex location units contribution 1999 footnotes)
- -------------------------- ----- ------------ ---- ----------
Loma Del Norte Limited
Partnership
Loma Del Norte Apartments
Anthony, New Mexico 40 $ 314,865 $1,437,699 (1b&d)
Long Reach Associates Limited
Partnership
Oak Ridge Apartments
Bath, Maine 30 448,922 1,478,729 (1b&d)
Mirador del Toa Limited
Partnership
Mirador del Toa Apartments
Toa Alta, Puerto Rico 48 284,847 1,882,326 (1b&d)
Moore Haven Commons, Ltd.
Moore Haven Commons
Moore Haven, Florida 28 213,402 928,151 (1b&d)
NP-89 Limited Dividend Housing
Association Limited Partnership
Newport Apartments
Clinton Township, Michigan 68 2,372,292 4,148,026 (1a,b&g)
Nash Hill Associates, Limited
Partnership
Nash Hill Place
Williamsburg, Massachusetts 28 302,575 1,469,157 (1b,d&f)
North Calhoun City, L.P.
North Calhoun City Apartments
Calhoun City, Mississippi 18 146,565 489,654 (1b&d)
Orange City Plaza, Limited
Partnership
Orange City Plaza Apartments
Orange City, Iowa 32 456,090 486,007 (1a)
Puerta del Mar Limited Partnership
Puerta del Mar Apartments
Hatillo, Puerto Rico 66 630,570 2,525,101 (1b&d)
Purvis Heights Properties, L.P.
Pineview Apartments
Purvis, Mississippi 40 191,512 1,146,172 (1b)
Queen Lane Investors
Queen's Row
Philadelphia, Pennsylvania 29 597,050 1,563,392 (1b&e)
Somerset Manor, Ltd.
Somerset Manor
Central City, Pennsylvania 24 208,465 897,825 (1b&d)
Sugar Cane Villas, Ltd.
Sugar Cane Villas
Pahokee, Florida 87 751,560 3,308,477 (1b&d)
6
Item 2. Properties (continued)
Mortgage
loans payable
Name of Local Partnership Number as of
Name of apartment complex of rental Capital December 31, Subsidy (see
Apartment complex location units contribution 1999 footnotes)
- -------------------------- ----- ------------ ---- ----------
Summerfield Apartments Limited
Partnership
Summerfield Apartments
Charlotte, North Carolina 52 $1,088,667 $1,760,666 (1b)
Sydney Engel Associates L.P.
(formerly known as Sydney Engel
Associates)
The Castle
New York, New York 224 3,201,874 17,438,225 (1b)
Union Valley Associates Limited
Partnership
Union Valley Apartments
Union Township, Pennsylvania 36 371,589 1,447,381 (1b)
Walnut Grove Family, L.P.
Walnut Grove Apartments
Walnut Grove, Mississippi 24 191,695 847,086 (1b&d)
Waynesboro Apartments Limited
Partnership
Waynesboro Apartments
Waynesboro, Pennsylvania 36 360,859 1,483,359 (1b)
West Calhoun City, L.P.
West Calhoun City Apartments
Calhoun City, Mississippi 28 230,212 769,944 (1b&d)
Westminster Apartments Limited
Partnership
Westminster Apartments
Philadelphia, Pennsylvania 42 1,047,993 1,609,558 (1a&b)
----------- -----------
$29,264,476 $85,793,473
(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 Michigan State Housing Development Authority allows tenants, who
would otherwise pay more than 40% of their income for rent and
utilities, to receive rental subsidies.
(d) The Rural Housing Service (formerly the Farmers Home Administration)
of the United States Department of Agriculture Rental Assistance
Program allows qualified low-income tenants to receive rental
subsidies.
(e) The City of Philadelphia Housing Authority allows qualified
low-income tenants to receive rental certificates.
(f) The Commonwealth of Massachusetts participates in a rental
assistance program.
(g) The Local Partnership's Section 8 contracts are currently subject to
renewal under applicable HUD guidelines.
(2) Reflects amount attributable to Registrant only.
7
Item 3. Legal Proceedings
On August 13, 1999, Everest Tax Credit Investors, LLC ("ETCI") and affiliates
(the "Plaintiffs") commenced Civil Action No. 99C-08-122-WTQ in the Superior
Court of the State of Delaware in and for New Castle County against Registrant,
the General Partner and the general partner of the General Partner. Counts I and
II of the original complaint were for breach of contract, while Count III was
for wrongful interference with economic advantage in connection with the delay
by Registrant in providing a list of its Unit holders to one of the Plaintiffs
to facilitate a tender offer by ETCI for Registrant's Units. On September 20,
1999, a motion to dismiss the Complaint pursuant to Delaware Superior Court
Rules 12(b)(1) and 12(b)(6) was filed.
By letter opinion dated January 7, 2000, the Delaware Superior Court ordered
that Counts I and II of the Complaint be dismissed in their entirety. The Court
denied the motion to dismiss Count III. The parties have proceeded with
discovery in connection with the only remaining claim, that for wrongful
interference with economic advantage. ETCI seeks compensatory damages of
$246,168 and unspecified punitive damages. Registrant believes that it has valid
substantive defenses to this remaining claim.
Registrant is not aware of any other material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the limited partners of Registrant
during the fourth quarter of the fiscal year covered by this report.
8
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 owners of Units as of June 1, 2000 was
1,458, holding 35,883 Units.
Merrill Lynch follows 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 client account statements (such
as Registrant's Units) are provided to Merrill Lynch by independent valuation
services. These estimated values are based on financial and other information
available to the independent services (1) 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 (2) 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 limited partners. 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 which 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 partners. There were no cash distributions to the partners
during the years ended March 30, 2000 and 1999.
Low-income Tax Credits, which are subject to various limitations, may be used by
partners to offset federal income tax liabilities. The Low-income Tax Credits
per Unit generated by Registrant and allocated to the limited partners for the
tax years ended December 31, 1999 and 1998 and the cumulative Low-income Tax
Credits allocated from inception through December 31, 1999 are as follows:
Low-income
Tax Credits
-----------
Tax year ended December 31, 1999 $ 153.68
Tax year ended December 31, 1998 $ 154.46
Cumulative totals $1,299.16
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 $1,500 per Unit through December 31, 2003.
9
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,
-----------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Interest and other revenue $ 247,106 $ 252,224 $ 257,645 $ 317,065 $ 335,724
Equity in loss of
investment in local partnerships $(1,764,816) $(2,453,590) $(2,358,431) $(2,509,806) $(3,249,195)
Net loss $(2,035,647) $(2,756,082) $(2,649,323) $(2,718,536) $(3,443,977)
Net loss per unit of
limited partnership interest $ (56.16) $ (76.04) $ (73.09) $ (75.00) $ (95.02)
As of March 30,
-----------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Total assets $ 7,579,955 $ 9,511,546 $ 12,106,269 $ 15,503,629 $ 17,832,235
============ ============ ============ ============ ============
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Capital Resources and Liquidity
Registrant admitted limited partners in four closings with aggregate limited
partners' capital contributions of $35,883,000. In connection with the offering
of the sale of units, Registrant incurred organization and offering costs of
approximately $4,419,000 and established a working capital reserve of
approximately $2,153,000. The remaining net proceeds of approximately
$29,311,000 (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"). Registrant has utilized the Net Proceeds in acquiring an interest in
forty-three Local Partnerships.
As of March 30, 2000, Registrant has cash and cash equivalents and investments
in bonds totaling $3,326,659, which is available for operating expenses of
Registrant and circumstances which may arise in connection with the Local
Partnerships. As of March 30, 2000, Registrant's investments in bonds represent
corporate bonds of $1,438,325 and U.S. Treasury debt securities of $1,014,625
with various maturity dates ranging from 2001 to 2023. 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 primarily from interest earned on working capital and limited cash
distributions from Local Partnerships.
During the year ended March 30, 2000, Registrant received cash from interest
revenue, maturity/redemption of bonds and distributions and other income from
Local Partnerships and utilized cash for operating expenses. Cash and cash
equivalents and investments in bonds decreased, in the aggregate, by
approximately $131,000 during the year ended March 30, 2000 (which includes a
net unrealized loss on investments in bonds of approximately $153,000, the
amortization of net premium on investments in bonds of approximately $13,000 and
the accretion of zero coupon bonds of approximately $87,000). 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, 2000, 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, 1999 of $1,538,816, an adjustment to
Registrant's carrying value of its investment in two Local Partnerships of
$226,000 in accordance with applicable accounting guidelines (see discussion
below under Results of Operations) and cash distributions received from Local
Partnerships of $30,908 (exclusive of distributions from Local Partnerships of
$22,093 classified as other income). Payable to general partner and affiliate in
the accompanying balance sheet as of March 30, 2000 represents accrued
management and administration fees.
10
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
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. 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 carrying
value is considered to exceed the estimated value derived by management (which
contemplates remaining Low-income Tax Credits and potential residual value,
among other things) ("Local Partnership Carrying Value"). Accordingly,
cumulative losses and cash distributions in excess of the investment or an
adjustment to an investment'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, 2000, 1999 and 1998
resulted in net losses of $2,035,647, $2,756,082, and $2,649,323, respectively.
The decrease in net loss from 1999 to 2000 is primarily attributable to a
decrease in equity in loss of investment in local partnerships of approximately
$689,000. The increase in net loss from 1998 to 1999 is primarily attributable
to an increase in equity in loss of investment in local partnerships of
approximately $95,000. Equity in loss of investment in local partnerships has
fluctuated over the last three years as a result of (i) Registrant adjusting the
Local Partnership Carrying Value in connection with its investments in Justin
Associates and Summerfield Apartments Limited Partnership by $60,000 and
$166,000, respectively during the year ended March 30, 2000, (ii) impairment
losses recorded in connection with Westminster Apartments Limited Partnership
("Westminster") in 1999 and Christian Street Commons Associates ("Christian
Street") in 1998 and (iii) changes in the net operating losses of those Local
Partnerships in which Registrant continues to have an investment balance.
The Local Partnerships' net loss of approximately $3,356,000 for the year ended
December 31, 1999 includes depreciation and amortization expense of
approximately $4,046,000, interest on non-mandatory debt of approximately
$353,000, and does not include required principal payments on permanent
mortgages of approximately $585,000. The Local Partnerships' net loss of
approximately $5,197,000 for the year ended December 31, 1998 includes
depreciation and amortization expense of approximately $4,058,000, interest on
non-mandatory debt of approximately $333,000 and a loss from impairment of
long-lived assets of approximately $1,803,000, and does not include principal
payments on permanent mortgages of approximately $561,000. The Local
Partnerships' net loss of approximately $4,269,000 for the year ended December
31, 1997 includes depreciation and amortization expense of approximately
$4,066,000, interest on non-mandatory debt of approximately $331,000 and a loss
from impairment of long-lived assets of approximately $1,033,000, and does not
include principal payments on permanent mortgages of approximately $432,000.
Local Partnership Matters
Registrant's primary objective is to provide Low-income Tax Credits to limited
partners 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 "Ten Year Credit Period"). The Ten Year
Credit Period is expected to be fully exhausted by the Local Partnerships as of
December 31, 2003. 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
11
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
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, 1999, 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 and
Puerto Rico. Many 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 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 and debt structure of any or all Local Partnerships
currently receiving such subsidy or similar subsidies. One Local Partnership's
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, 1999, revenue from operations
of the Local Partnerships have generally been sufficient to cover operating
expenses and Mandatory Debt Service. Substantially all 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 an operating deficit
after taking into account their mortgage and financing structure and any
required deferral of property management fees.
The terms of the partnership agreement of Westminster require the Local General
Partner to advance funds to cover operating deficits through 2009. As of
December 31, 1999, Westminster is thirteen months in arrears on its mortgage and
seventeen to nineteen months in arrears on its replacement reserve and escrow
requirements. Although the Local General Partner had been conducting discussions
with the lender, the lender recently issued a notice of default. Current
proposals include the potential utilization of replacement reserves to reduce
the arrearages. There can be no assurance that the Local General Partner will be
successful in its negotiations with the lender. Westminster incurred an
operating deficit of approximately $69,000 for the year ended December 31, 1999,
which amount includes a provision for mandatory debt service and replacement
reserve deposits of $6,245 and $1,184 per month, respectively. Registrant's
investment balance in Westminster, after cumulative equity losses, became zero
during the year ended March 30, 1999. Of Registrant's total annual Low-income
Tax Credits, approximately 4% is allocated from Westminster.
The terms of the partnership agreement of Sydney Engel Associates L.P. ("Sydney
Engel") require the Local General Partners to advance funds to cover operating
deficits up to $1,000,000 through April 2002 and to cause the management agent
to defer property management fees in order to avoid a default under the
mortgage. Sydney Engel incurred an operating deficit of approximately $220,000
for the year ended December 31, 1999, which includes property management fees of
approximately $100,000. Payments on the mortgage and real estate taxes are
current. During 1999, Sydney Engel utilized approximately $54,000 of an
operating deficit reserve, which has a balance of approximately $320,000 as of
December 31, 1999. Registrant's investment balance in Sydney Engel, after
cumulative equity losses, became zero during the year ended March 30, 1997. Of
Registrant's total annual Low-income Tax Credits, approximately 9% is allocated
from Sydney Engel.
Fulton Street Houses Limited Partnership ("Fulton Street") has an escrow of
approximately $299,000 as of December 31, 1999 to cover operating deficits and
there are no Mandatory Debt Service payments or real estate taxes required
during the Compliance Period. Fulton Street reported an operating deficit of
approximately $38,000 for the year ended December 31, 1999. Of Registrant's
total annual Low-income Tax Credits, approximately 8% is allocated from Fulton
Street.
12
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
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.
Year 2000
Registrant successfully completed a program to ensure Year 2000 readiness. As a
result, Registrant had no Year 2000 problems that affected its business, results
of operations or financial condition.
Item 7a. Quantitative and Qualitative Disclosure About Market Risk
Registrant has invested a significant portion of its working capital reserves in
corporate bonds and U.S. Treasury instruments. The market value of such
investments is subject to fluctuation based upon changes in interest rates
relative to each investment's maturity date. Since Registrant's investments in
bonds have various maturity dates through 2023, 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.
13
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 8. Financial Statements and Supplementary Data
Table of Contents Page
Independent Auditors' Report................................................15
Balance Sheets..............................................................16
Statements of Operations....................................................17
Statements of Changes in Partners' Equity (Deficit).........................18
Statements of Cash Flows....................................................19
Notes to Financial Statements...............................................21
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.
14
Independent Auditors' Report
To the Partners
American Tax Credit Properties III L.P.
We have audited the accompanying balance sheets of American Tax Credit
Properties III L.P. as of March 30, 2000 and 1999, and the related statements of
operations, changes in partners' equity (deficit) and cash flows for each of the
three years in the period ended March 30, 2000. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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
Properties III L.P. as of March 30, 2000 and 1999, and the results of its
operations and its cash flows for each of the three years in the period ended
March 30, 2000, in conformity with generally accepted accounting principles.
/s/ Reznick Fedder & Silverman
Bethesda, Maryland
May 26, 2000
15
AMERICAN TAX CREDIT PROPERTIES III L.P.
BALANCE SHEETS
MARCH 30, 2000 AND 1999
Notes 2000 1999
----- ---- ----
ASSETS
Cash and cash equivalents 3,9 $ 873,709 $ 567,613
Investments in bonds 4,9 2,452,950 2,890,010
Investment in local partnerships 5,8 4,236,668 6,032,392
Interest receivable 9 16,628 21,531
----------- -----------
$ 7,579,955 $ 9,511,546
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses 8 $ 1,181,877 $ 1,105,703
Payable to general partner and affiliate 6,8 1,246,404 1,061,185
Other 6,950 11,700
----------- -----------
2,435,231 2,178,588
----------- -----------
Commitments and contingencies 8
Partners' equity (deficit) 2,4
General partner (262,775) (242,419)
Limited partners (35,883 units of limited partnership
interest outstanding) 5,514,902 7,530,193
Accumulated other comprehensive income (loss), net (107,403) 45,184
---------- -----------
5,144,724 7,332,958
---------- -----------
$ 7,579,955 $ 9,511,546
=========== ===========
See Notes to Financial Statements.
16
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 30, 2000, 1999 AND 1998
Notes 2000 1999 1998
----- ---- ---- ----
REVENUE
Interest $ 225,013 $ 244,767 $ 250,973
Other income from local partnerships 22,093 7,457 6,672
----------- ----------- -----------
TOTAL REVENUE 247,106 252,224 257,645
----------- ----------- -----------
EXPENSES
Administration fees 8 230,571 230,571 230,571
Management fees 6,8 230,571 230,571 230,571
Professional fees 38,741 67,327 67,118
Printing, postage and other 18,054 26,247 20,277
----------- ----------- -----------
TOTAL EXPENSES 517,937 554,716 548,537
----------- ----------- -----------
Loss from operations (270,831) (302,492) (290,892)
Equity in loss of investment in local 5 (1,764,816) (2,358,431)
----------- ----------- -----------
partnerships (2,453,590)
NET LOSS (2,035,647) (2,649,323)
(2,756,082)
Other comprehensive income (loss) 4 (152,587) 11,902 215,397
----------- ----------- -----------
COMPREHENSIVE LOSS $(2,188,234) $(2,744,180) $(2,433,926)
=========== =========== ===========
NET LOSS ATTRIBUTABLE TO 2
General partner $ (20,356) $ (27,561) $ (26,493)
Limited partners (2,015,291) (2,728,521) (2,622,830)
----------- ----------- -----------
$(2,035,647) $(2,756,082) $(2,649,323)
=========== =========== ===========
NET LOSS per unit of limited partnership
interest (35,883 units of limited $ (56.16) $ (76.04) $ (73.09)
partnership interest) =========== =========== ===========
See Notes to Financial Statements.
17
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
YEARS ENDED MARCH 30, 2000, 1999 AND 1998
Accumulated Other
General Limited Comprehensive
Partner Partners Income (Loss), Net Total
------- -------- ------------------ -----
Partners' equity (deficit), March 30, 1997 $ (188,365) $ 12,881,544 $ (182,115) $ 12,511,064
Net loss (26,493) (2,622,830) (2,649,323)
Other comprehensive income, net 215,397 215,397
------------ ------------ ------------- ------------
Partners' equity (deficit), March 30, 1998 (214,858) 10,258,714 33,282 10,077,138
Net loss (27,561) (2,728,521) (2,756,082)
Other comprehensive income, net 11,902 11,902
------------ ------------ ------------- ------------
Partners' equity (deficit), March 30, 1999 (242,419) 7,530,193 45,184 7,332,958
Net loss (20,356) (2,015,291) (2,035,647)
Other comprehensive loss, net (152,587) (152,587)
------------ ------------ ------------- ------------
Partners' equity (deficit), March 30, 2000 $ (262,775) $ 5,514,902 $ (107,403) $ 5,144,724
============ ============ ============ ============
See Notes to Financial Statements.
18
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 30, 2000, 1999 AND 1998
2000 1999 1998
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 156,395 $ 172,539 $ 183,964
Cash used for local partnerships for deferred expenses (4,750) (4,750) (4,750)
Cash paid for
administration fees (100,000) (100,000) (100,435)
management fees (100,000) (100,000) (100,000)
professional fees (38,741) (84,827) (55,618)
printing, postage and other expenses (17,368) (31,250) (26,828)
----------- ----------- -----------
Net cash used in operating activities (148,288) (103,232) (104,899)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash distributions and other income from local partnerships 53,001 36,589 38,191
Maturity/redemption of bonds 357,994 259,940 75,000
Transfer from (to) restricted cash 84,433 1,224,775
Investment in local partnerships (84,433) (1,224,775)
----------- ----------- -----------
Net cash provided by investing activities 410,995 296,529 113,191
----------- ----------- -----------
Net increase in cash and cash equivalents 306,096 148,241 9,959
Cash and cash equivalents at beginning of year 567,613 419,372 409,413
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 873,709 $ 567,613 $ 419,372
=========== =========== ===========
Significant Non-Cash Investing Activities
Unrealized gain (loss) on investments in bonds, net $ (152,587) $ 11,902 $ 215,397
=========== =========== ===========
See reconciliation of net loss to net cash used in operating activities on page
20.
See Notes to Financial Statements.
19
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS - (Continued)
YEARS ENDED MARCH 30, 2000, 1999 AND 1998
2000 1999 1998
---- ---- ----
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING
ACTIVITIES
Net loss $(2,035,647) $(2,756,082) $(2,649,323)
Adjustments to reconcile net loss to net cash used in
operating activities
Equity in loss of investment in local partnerships 1,764,816 2,453,590 2,358,431
Distributions from local partnerships classified as (22,093) (7,457) (6,672)
other income
Loss on redemption of bonds 677
Amortization of net premium on investments in bonds 13,207 13,206 14,907
Accretion of zero coupon bonds (86,728) (86,490) (85,180)
Decrease in interest receivable 4,903 378 3,264
Increase in payable to general partner 185,219 130,571 130,571
Increase in accounts payable and accrued expenses 76,174 108,069 135,520
Decrease in other liabilities (4,750) (4,750) (4,750)
----------- ----------- -----------
NET CASH USED IN OPERATING ACTIVITIES $ (104,899) $ (148,288) $ (103,232)
=========== =========== ===========
See Notes to Financial Statements.
20
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2000, 1999 AND 1998
1. Organization, Purpose and Summary of Significant Accounting Policies
American Tax Credit Properties III L.P. (the "Partnership") was formed on
September 21, 1989 and the Certificate of Limited Partnership of the
Partnership was filed under the Delaware Revised Uniform Limited
Partnership Act. There was no operating activity until admission of the
limited partners on June 13, 1990. The Partnership was formed 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 (the "Local Partnership Interests") in partnerships (the "Local
Partnership" or "Local Partnerships") that are the owners of the
Properties. Richman Tax Credit Properties III L.P. (the "General Partner")
was formed on September 21, 1989 to act as the general partner of the
Partnership.
Basis of Accounting and Fiscal Year
The Partnership's records are maintained on the accrual basis of
accounting for both financial reporting and tax purposes. For financial
reporting purposes, the Partnership'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
Partnership and the Local Partnerships each have a calendar year for
income tax purposes.
The Partnership 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 Partnership'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
Partnership is recognized to the extent of the Partnership's investment
balance in each Local Partnership. Equity in loss in excess of the
Partnership's investment balance in a Local Partnership is allocated to
other partners' capital in any such Local Partnership. 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 Partnership. 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 investment in
local partnerships. If the carrying value is considered to exceed the
value derived by management (which contemplates remaining Low-income Tax
Credits and residual value, among other things), the Partnership 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 generally
accepted accounting principles 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 Partnership 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.
Restricted Cash
Restricted cash represents funds set aside to make the Partnership's
required capital contributions to Local Partnerships.
Income Taxes
No provision for income taxes has been made because all income, losses and
tax credits are allocated to the partners for inclusion in their
respective tax returns. In accordance with Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," the
Partnership has included in Note 7 disclosures related to differences in
the book and tax bases of accounting.
21
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
1. Organization, Purpose and Summary of Significant Accounting Policies
(continued)
Investments in Bonds
Investments in bonds are classified as available-for-sale and represent
investments that the Partnership 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
partners' equity (deficit).
Premiums and discounts on investments in bonds are amortized (accreted)
using the straight-line 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.
2. Capital Contributions
On March 12, 1990, the Partnership commenced the offering of units (the
"Units") through Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Selling Agent"). On June 13, 1990, December 27, 1990, December 31, 1991 and
January 23, 1992, under the terms of the Amended and Restated Agreement of
Limited Partnership of the Partnership (the "Partnership Agreement"), the
General Partner admitted limited partners to the Partnership in four
closings. At these closings, subscriptions for a total of 35,883 Units
representing $35,883,000 in limited partners' capital contributions were
accepted. In connection with the offering of Units, the Partnership incurred
organization and offering costs of $4,418,530, of which $75,000 was
capitalized as organization costs and $4,343,530 was charged to the limited
partners' equity as syndication costs. The Partnership received a capital
contribution of $100 from the General Partner.
Net loss is allocated 99% to the limited partners and 1% to the General
Partner in accordance with the Partnership Agreement.
3. Cash and Cash Equivalents
As of March 30, 2000, the Partnership has cash and cash equivalents of
$873,709 which are deposited in interest-bearing accounts with an
institution which is not insured by the Federal Deposit Insurance
Corporation.
22
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
4. Investments in Bonds
The Partnership carries its investments in bonds as available-for-sale
because such investments are used to facilitate and provide flexibility
for the Partnership's obligations, including resolving circumstances which
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, 2000, certain information concerning investments in bonds
is as follows:
Gross Gross Estimated
Amortized unrealized unrealized fair
Description and maturity cost gains losses value
------------------------ ---- ----- ------ -----
Corporate debt securities
Within one year $ 152,223 $ -- $ (224) $ 151,999
After one year through five years 302,899 -- (3,436) 299,463
After five years through ten years 809,524 2,759 (34,022) 778,261
After ten years 221,181 -- (12,579) 208,602
------------ ----------- ------------ ------------
1,485,827 2,759 (50,261) 1,438,325
U.S. Treasury debt securities
After five years through ten years 1,074,526 -- (59,901) 1,014,625
------------ ----------- ------------ ------------
$ 2,560,353 $ 2,759 $ (110,162) $ 2,452,950
As of March 30, 1999, certain information concerning investments in bonds is as
follows:
Gross Gross Estimated
Amortized unrealized unrealized fair
Description and maturity cost gains losses value
------------------------ ---- ----- ------ -----
Corporate debt securities
Within one year $ 214,268 $ -- $ (1,000) $ 213,268
After one year through five years 458,611 11,841 -- 470,452
After five years through ten years 703,640 25,400 -- 729,040
After ten years 370,063 -- (6,008) 364,055
------------ ----------- ------------ ------------
1,746,582 37,241 (7,008) 1,776,815
U.S. Treasury debt securities
After five years through ten years 1,098,244 14,951 -- 1,113,195
------------ ----------- ------------ ------------
$ 2,844,826 $ 52,192 $ (7,008) $ 2,890,010
============ =========== ============ ============
23
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
5. Investment in Local Partnerships
As of March 30, 2000, the Partnership owns a limited partnership interest
in the following Local Partnerships:
1. April Gardens Apartments II Limited Partnership;
2. Ashland Park Apartments, L.P.;
3. Auburn Family, L.P.;
4. Batesville Family, L.P.;
5. Bay Springs Elderly, L.P.;
6. Brisas del Mar Apartments Limited Partnership;
7. Bruce Housing Associates, L.P.;
8. Carrington Limited Dividend Housing Association Limited Partnership;
9. Chestnut Park Associates, L.P.;*
10. Chowan Senior Manor Associates Limited Partnership;
11. Christian Street Commons Associates ("Christian Street");
12. Country View Apartments;
13. Desarrollos de Belen Limited Partnership;
14. Desarrollos de Emaus Limited Partnership;
15. Ellinwood Heights Apartments, L.P.;
16. Fulton Street Houses Limited Partnership;
17. Hayes Run Limited Partnership;
18. Howard L. Miller Sallisaw Apartments II, L.P.;
19. Hurlock Meadow Limited Partnership;
20. Ivy Family, L.P.;
21. Justin Associates ("Justin");
22. LaBelle Commons, Ltd.;
23. Lawrence Road Properties, Ltd.;
24. Loma Del Norte Limited Partnership;
25. Long Reach Associates Limited Partnership;
26. Mirador del Toa Limited Partnership;
27. Moore Haven Commons, Ltd.;
28. NP-89 Limited Dividend Housing Association Limited Partnership;
29. Nash Hill Associates, Limited Partnership;
30. North Calhoun City, L.P.;
31. Orange City Plaza, Limited Partnership;
32. Puerta del Mar Limited Partnership;
33. Purvis Heights Properties, L.P.;
34. Queen Lane Investors;
35. Somerset Manor, Ltd.;
36. Sugar Cane Villas, Ltd.;
37. Summerfield Apartments Limited Partnership ("Summerfield");
38. Sydney Engel Associates L.P. (formerly known as Sydney Engel
Associates);*
39. Union Valley Associates Limited Partnership;
40. Walnut Grove Family, L.P.;
41. Waynesboro Apartments Limited Partnership;
42. West Calhoun City, L.P.; and
43. Westminster Apartments Limited Partnership ("Westminster").
* An affiliate of the General Partner is a general partner of and/or
provides services to the Local Partnership.
24
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
5. Investment in Local Partnerships (continued)
Although the Partnership generally owns a 98.9%-99% limited partnership
interest in the Local Partnerships, the Partnership and American Tax Credit
Properties II L.P. ("ATCP II"), a Delaware limited partnership and an
affiliate of the Partnership, together, in the aggregate, own a 99% Local
Partnership Interest in the following Local Partnerships:
The
Partnership ATCP II
----------- -------
Batesville Family, L.P. 61.75% 37.25%
Bruce Housing Associates, L.P. 61.75 37.25
Carrington Limited Dividend
Housing 65.95 33.05
Association Limited Partnership
Ivy Family, L.P. 61.75 37.25
Lawrence Road Properties, Ltd. 61.75 37.25
Mirador del Toa Limited 59.06 39.94
Partnership
Purvis Heights Properties, L.P. 61.75 37.25
Queen Lane Investors 48.50 50.50
The Properties are principally comprised of subsidized and leveraged
low-income multifamily residential complexes located throughout the United
States and Puerto Rico. 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 Partnership committed to make capital contribution payments
in the aggregate amount of $29,264,476, all of which has been paid as of
March 30, 2000. As of December 31, 1999, the Local Partnerships have
outstanding mortgage loans payable totaling approximately $85,793,000 and
accrued interest payable on such loans totaling approximately $2,827,000,
which are secured by security interests and liens common to mortgage loans
on the Local Partnerships' real property and other assets.
Equity in loss of investment in local partnerships is limited to the
Partnership's investment balance in each Local Partnership; any such excess
is applied to other partners' capital in any such Local Partnership (see
Note 1). The amount of such excess losses applied to other partners' capital
was $1,599,522, $2,502,485 and $1,665,224 for the years ended December 31,
1999, 1998 and 1997, respectively, as reflected in the combined statements
of operations of the Local Partnerships reflected herein Note 5.
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 has reduced its investment in Justin and
Summerfield by $60,000 and $166,000, respectively during the year ended
March 30, 2000. Such losses are included in equity in loss of investment in
local partnerships in the accompanying statement of operations of the
Partnership for the year ended March 30, 2000.
The Properties are subject to evaluation for the existence of permanent
impairment under applicable accounting guidelines, whereby the carrying
value of the real property may be adjusted downward based on results of
operations and other events. As a result of such evaluation, the
accompanying statements of operations of the Local Partnerships reflected
herein Note 5 include loss from impairment for the years ended December 31,
1998 and 1997 of $1,802,881 in connection with Westminster and $1,032,653 in
connection with Christian Street, respectively.
The combined balance sheets of the Local Partnerships as of December 31,
1999 and 1998 and the combined statements of operations of the Local
Partnerships for the years ended December 31, 1999, 1998 and 1997 are
reflected on pages 26 and 27, respectively.
25
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
5. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of December 31,
1999 and 1998 are as follows:
1999 1998
---- ----
ASSETS
Cash and cash equivalents $ 1,515,733 $ 1,396,493
Rents receivable 415,459 429,688
Capital contributions receivable 84,433
Escrow deposits and reserves 4,772,669 4,657,419
Land 3,910,215 3,910,215
Buildings and improvements (net of accumulated
depreciation of $35,035,895 and $31,057,575) 78,393,812 82,003,262
Intangible assets (net of accumulated amortization of
$490,393 and $618,890) 670,822 716,724
Other 845,257 804,785
------------ ------------
$ 90,523,967 $ 94,003,019
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 599,251 $ 619,342
Due to related parties 5,028,110 5,154,179
Mortgage loans 85,793,473 86,358,980
Notes payable 16,893 26,990
Accrued interest 2,826,511 2,420,323
Other 866,170 613,520
------------ ------------
95,130,408 95,193,334
------------ ------------
Partners' equity (deficit)
American Tax Credit Properties III L.P.
Capital contributions, net of distributions
(includes receivable of $84,433 in 1998) 28,965,604 29,004,177
Cumulative loss (24,515,282) (22,976,466)
------------ ------------
4,450,322 6,027,711
------------ ------------
General partners and other limited partners,
including ATCP II
Capital contributions, net of distributions (199,479) (177,871)
Cumulative loss (8,857,284) (7,040,155)
------------ ------------
(9,056,763) (7,218,026)
------------ ------------
(4,606,441) (1,190,315)
------------ ------------
$ 90,523,967 $ 94,003,019
============ ============
26
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
5. Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the
years ended December 31, 1999, 1998 and 1997 are as follows:
1999 1998 1997
---- ---- ----
REVENUE
Rental $ 10,727,235 $ 10,620,935 $ 10,466,426
Interest and other 427,800 398,028 365,948
------------ ------------ ------------
Total Revenue 11,155,035 11,018,963 10,832,374
------------ ------------ ------------
EXPENSES
Administrative 2,222,536 2,173,131 2,049,122
Utilities 1,052,458 988,768 1,013,167
Operating, maintenance and other 2,632,826 2,630,453 2,253,753
Taxes and insurance 1,246,212 1,235,007 1,270,567
Financial (including amortization of
$45,903, $46,025 and $48,430) 3,357,211 3,373,926 3,464,203
Depreciation 3,999,737 4,011,788 4,017,625
Loss from impairment of long-lived assets 1,802,881 1,032,653
------------ ------------ ------------
Total Expenses 14,510,980 16,215,954 15,101,090
------------ ------------ ------------
NET LOSS $ (3,355,945) $ (5,196,991) $ (4,268,716)
============ ============ ============
NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties III L.P $ (1,538,816) $ (2,453,590) $ (2,358,431)
General partners and other limited partners,
including ATCP II, which includes specially
allocated items of revenue to certain
general partners of $1,697 in 1998, and $1,599,522,
$2,502,485 and $1,665,224 of Partnership
loss in excess of investment (1,817,129) (2,743,401) (1,910,285)
------------ ------------ ------------
$ (3,355,945) $ (5,196,991) $ (4,268,716)
============ ============ ============
27
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
5. Investment in Local Partnerships (continued)
Investment activity with respect to each Local Partnership for the year ended
March 30, 2000 is as follows:
Partnership's Adjustment Cash
Investment equity in to Cash distributions Investment
in Local income carrying distributions classified in Local
Partnership (loss) value received as other income Partnership
balance for the during the during the during the balance
as of year ended year ended year ended year ended as of
March 30, December 31, March 30, March 30, March 30, March 30,
Name of Local Partnership 1999 1999 2000 2000 2000 2000
- ------------------------- ---- -------- -------------- ------------ ------------- ----------
April Gardens Apartments II $ -- $ --(2) $ -- $ (1,920) $ 1,920 $ --
Limited Partnership
Ashland Park Apartments, L.P. -- --(2) -- -- -- --
Auburn Family, L.P. 27,276 (7,721) -- -- -- 19,555
Batesville Family, L.P. -- --(2) -- (1,330) 1,330 --
Bay Springs Elderly, L.P. 50,532 (17,938) -- -- -- 32,594
Brisas del Mar Apartments Limited -- --(2) -- (2,640) 2,640 --
Partnership
Bruce Housing Associates, L.P. 15,567 (15,567)(1) -- -- -- --
Carrington Limited Dividend
Housing Association
Limited Partnership 896,926 (124,775) -- -- -- 772,151
Chestnut Park Associates, L.P. 420,223 (420,223)(1) -- -- -- --
Chowan Senior Manor Associates
Limited Partnership -- --(2) -- (1,580) 1,580 --
Christian Street Commons Associates -- --(2) -- -- -- --
Country View Apartments 133,932 (20,120) -- -- -- 113,812
Desarrollos de Belen Limited 43,039 (43,039)(1) -- -- -- --
Partnership
Desarrollos de Emaus Limited 74,619 (74,619)(1) -- -- -- --
Partnership
Ellinwood Heights Apartments, L.P. 8,209 2,439 -- -- -- 10,648
Fulton Street Houses Limited 286,952 (274,521) -- -- -- 12,431
Partnership
Hayes Run Limited Partnership -- --(2) -- (1,785) 1,785 --
Howard L. Miller Sallisaw 16,836 138 -- (1,588) 1,588 16,974
Apartments II, L.P.
Hurlock Meadow Limited Partnership -- --(2) -- -- -- --
Ivy Family, L.P. 3,728 (3,728)(1) -- -- -- --
Justin Associates 893,800 (111,361) (60,000)(3) -- -- 722,439
LaBelle Commons, Ltd. 51,349 (39,840) -- (2,500) -- 9,009
Lawrence Road Properties, Ltd. -- --(2) -- (1,007) 1,007 --
Loma Del Norte Limited Partnership 95,699 (34,169) -- (2,000) -- 59,530
Long Reach Associates Limited 117,375 (28,249) -- -- -- 89,126
Partnership
Mirador del Toa Limited Partnership -- --(2) -- (1,144) 1,144 --
Moore Haven Commons, Ltd. -- --(2) -- -- -- --
NP-89 Limited Dividend Housing
Association Limited Partnership 1,349,014 (127,987) -- (20,000) -- 1,201,027
Nash Hill Associates, Limited 135,800 (30,053) -- -- -- 105,747
Partnership
North Calhoun City, L.P. 66,551 (12,026) -- -- -- 54,525
Orange City Plaza, Limited 375,625 (3,558) -- -- -- 372,067
Partnership
Puerta del Mar Limited Partnership -- --(2) -- (2,640) 2,640 --
Purvis Heights Properties, L.P. 60,336 (5,325) -- (1,408) -- 53,603
Queen Lane Investors 134,021 (69,661) -- -- -- 64,360
Somerset Manor, Ltd. -- --(2) -- -- -- --
Sugar Cane Villas, Ltd. -- --(2) -- (6,459) 6,459 --
Summerfield Apartments Limited 627,741 (16,442) (166,000)(3) (5,000) -- 440,299
Partnership
Sydney Engel Associates L.P. -- --(2) -- -- -- --
Union Valley Associates Limited 45,694 (31,306) -- -- -- 14,388
Partnership
Walnut Grove Family, L.P. -- --(2) -- -- -- --
Waynesboro Apartments Limited 12,447 (12,447)(1) -- -- -- --
Partnership
West Calhoun City, L.P. 89,101 (16,718) -- -- -- 72,383
Westminster Apartments Limited -- --(2) -- -- -- --
Partnership ------------- ------------ ------------- ------------- ---------- ------------
$ 6,032,392 $ (1,538 $ (226,000) $ (53,001) $ 22,093 $ 4,236,668
============= ============ ============= ============= ========== ============
(1) The Partnership's equity in loss of an investment in a Local Partnership is
limited to the remaining investment balance.
(2) Additional equity in loss of investment is not allocated to the Partnership
until equity in income is earned or additional investment is made by the
Partnership.
(3) The Partnership has adjusted the investment's carrying value in accordance
with applicable accounting guidelines.
28
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
5. Investment in Local Partnerships (continued)
Investment and capital contribution activity with respect to each Local
Partnership for the year ended March 30, 1999 is as follows:
Partnership's Cash
Investment equity in Cash distributions Investment
in Local income distributions classified in Local
Partnership (loss) receiving as other Partnership
balance for the during the income during balance
as of year ended year ended the year ended as of
March 30, December 31, March 30, March 30, March 30,
Name of Local Partnership 1998 1998 1999 1999 1999
- ------------------------- ---- -------- ------------ -------------- -----------
April Gardens Apartments II Limited $ -- $ --(2) $ (960) $ 960 $ --
Partnership
Ashland Park Apartments, L.P. 4,219 (4,219)(1) -- -- --
Auburn Family, L.P. 39,750 (12,474) -- -- 27,276
Batesville Family, L.P. -- --(2) -- -- --
Bay Springs Elderly, L.P. 73,081 (22,549) -- -- 50,532
Brisas del Mar Apartments Limited -- --(2) (1,320) 1,320 --
Partnership
Bruce Housing Associates, L.P. 30,489 (14,922) -- -- 15,567
Carrington Limited Dividend Housing
Association Limited Partnership 1,010,852 (113,926) -- -- 896,926
Chestnut Park Associates, L.P. 859,232 (439,009) -- -- 420,223
Chowan Senior Manor Associates Limited 7,930 (4,754)(1) (3,176) -- --
Partnership
Christian Street Commons Associates -- --(2) -- -- --
Country View Apartments 156,142 (20,296) (1,914) -- 133,932
Desarrollos de Belen Limited 102,521 (59,482) -- -- 43,039
Partnership
Desarrollos de Emaus Limited 164,558 (89,939) -- -- 74,619
Partnership
Ellinwood Heights Apartments, L.P. 14,232 (6,023) -- -- 8,209
Fulton Street Houses Limited 569,673 (282,721) -- -- 286,952
Partnership
Hayes Run Limited Partnership -- --(2) (1,785) 1,785 --
Howard L. Miller Sallisaw Apartments 30,407 (13,571) -- -- 16,836
II, L.P.
Hurlock Meadow Limited Partnership -- --(2) (1,500) 1,500 --
Ivy Family, L.P. 17,371 (13,643) -- -- 3,728
Justin Associates 1,000,293 (106,493) -- -- 893,800
LaBelle Commons, Ltd. 75,250 (21,401) (2,500) -- 51,349
Lawrence Road Properties, Ltd. -- --(2) -- -- --
Loma Del Norte Limited Partnership 120,434 (24,735) -- -- 95,699
Long Reach Associates Limited 172,088 (54,713) -- -- 117,375
Partnership
Mirador del Toa Limited Partnership -- --(2) (572) 572 --
Moore Haven Commons, Ltd. -- --(2) -- -- --
NP-89 Limited Dividend Housing
Association Limited Partnership 1,498,571 (139,557) (10,000) -- 1,349,014
Nash Hill Associates, Limited 170,249 (34,449) -- -- 135,800
Partnership
North Calhoun City, L.P. 75,938 (9,387) -- -- 66,551
Orange City Plaza, Limited Partnership 375,554 71 -- -- 375,625
Puerta del Mar Limited Partnership -- --(2) (1,320) 1,320 --
Purvis Heights Properties, L.P. 48,429 13,333 (1,426) -- 60,336
Queen Lane Investors 205,870 (66,733) (5,116) -- 134,021
Somerset Manor, Ltd. -- --(2) -- -- --
Sugar Cane Villas, Ltd. -- --(2) -- -- --
Summerfield Apartments Limited 668,381 (35,640) (5,000) -- 627,741
Partnership
Sydney Engel Associates L.P. -- --(2) -- -- --
Union Valley Associates Limited 76,327 (30,633) -- -- 45,694
Partnership
Walnut Grove Family, L.P. 15,826 (15,826)(1) -- -- --
Waynesboro Apartments Limited 55,015 (42,568) -- -- 12,447
Partnership
West Calhoun City, L.P. 105,383 (16,282) -- -- 89,101
Westminster Apartments Limited 771,049 (771,049)(1) -- -- --
Partnership ----------- ---------- ----------- ----------- -----------
$ 8,515,114 $(2,453,590) $ (36,589) $ 7,457 $ 6,032,392
=========== =========== =========== =========== ============
(1) The Partnership's equity in loss of an investment in a Local Partnership is
limited to the remaining investment balance.
(2) Additional equity in loss of investment is not allocated to the Partnership
until equity in income is earned or additional investment is made by the
Partnership.
29
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
5. Investment in Local Partnerships (continued)
Property information for each Local Partnership as of December 31, 1999 is
as follows:
Mortgage Buildings and Accumulated
Name of Local Partnership loans payable Land improvements depreciation
------------------------- ------------- ---- ------------ ------------
April Gardens Apartments II Limited $ 1,995,920 $ 39,984 $ 2,474,445 $(900,878)
Partnership
Ashland Park Apartments, L.P. 1,037,908 50,160 1,247,739 (412,108)
Auburn Family, L.P. 468,586 20,000 559,613 (177,304)
Batesville Family, L.P. 1,438,380 52,000 1,808,219 (564,567)
Bay Springs Elderly, L.P. 675,921 38,000 846,080 (263,005)
Brisas del Mar Apartments Limited 2,652,057 100,280 3,237,383 (1,216,720)
Partnership
Bruce Housing Associates, L.P. 1,107,099 16,000 1,441,646 (513,333)
Carrington Limited Dividend Housing
Association Limited Partnership 3,412,991 200,000 6,480,320 (2,265,163)
Chestnut Park Associates, L.P. 5,134,372 781,700 8,654,778 (2,750,150)
Chowan Senior Manor Associates Limited 1,258,346 86,101 1,513,684 (500,846)
Partnership
Christian Street Commons Associates 613,742 -- 7,545 (263)
Country View Apartments 937,490 35,698 1,215,505 (250,566)
Desarrollos de Belen Limited 1,884,487 96,190 2,503,941 (599,736)
Partnership
Desarrollos de Emaus Limited 3,201,079 214,000 4,039,147 (906,392)
Partnership
Ellinwood Heights Apartments, L.P. 688,038 10,000 869,105 (230,188)
Fulton Street Houses Limited 3,869,930 2 6,014,925 (1,707,348)
Partnership
Hayes Run Limited Partnership 1,425,500 85,060 1,494,521 (349,948)
Howard L. Miller Sallisaw Apartments 615,616 39,000 729,561 (200,951)
II, L.P.
Hurlock Meadow Limited Partnership 1,270,656 49,525 1,567,621 (496,595)
Ivy Family, L.P. 793,732 11,000 1,045,671 (380,755)
Justin Associates 2,422,484 27,472 4,349,750 (1,261,983)
LaBelle Commons, Ltd. 1,013,370 98,947 1,184,937 (329,736)
Lawrence Road Properties, Ltd. 758,834 50,000 929,308 (286,048)
Loma Del Norte Limited Partnership 1,437,699 84,874 1,785,888 (414,513)
Long Reach Associates Limited 1,478,729 118,446 1,877,387 (465,541)
Partnership
Mirador del Toa Limited Partnership 1,882,326 105,000 2,332,836 (875,410)
Moore Haven Commons, Ltd. 928,151 73,645 1,197,000 (413,476)
NP-89 Limited Dividend Housing
Association Limited Partnership 4,148,026 150,000 7,410,587 (2,262,372)
Nash Hill Associates, Limited 1,469,157 123,876 1,693,440 (403,557)
Partnership
North Calhoun City, L.P. 489,654 12,000 632,110 (201,259)
Orange City Plaza, Limited Partnership 486,007 53,904 1,043,250 (272,571)
Puerta del Mar Limited Partnership 2,525,101 115,000 3,053,054 (1,162,576)
Purvis Heights Properties, L.P. 1,146,172 47,000 1,457,715 (428,264)
Queen Lane Investors 1,563,392 60,301 2,749,423 (873,639)
Somerset Manor, Ltd. 897,825 53,383 1,101,110 (369,232)
Sugar Cane Villas, Ltd. 3,308,477 58,500 4,088,461 (1,381,514)
Summerfield Apartments Limited 1,760,666 195,411 2,686,365 (559,855)
Partnership
Sydney Engel Associates L.P. 17,438,225 284,305 19,443,724 (6,411,867)
Union Valley Associates Limited 1,447,381 97,800 1,757,216 (409,408)
Partnership
Walnut Grove Family, L.P. 847,086 30,000 1,029,505 (323,919)
Waynesboro Apartments Limited 1,483,359 76,000 1,790,366 (445,441)
Partnership
West Calhoun City, L.P. 769,944 18,000 1,026,277 (317,781)
Westminster Apartments Limited 1,609,558 51,651 1,058,549 (479,117)
Partnership ----------- ---------- ------------ ------------
$85,793,473 $3,910,215 $113,429,707 $(35,035,895)
============ ========== ============ ============
30
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
5. Investment in Local Partnerships (continued)
Property information for each Local Partnership as of December 31, 1998 is
as follows:
Mortgage Buildings and Accumulated
Name of Local Partnership loans payable Land improvements depreciation
------------------------- ------------- ---- ------------ ------------
April Gardens Apartments II Limited $ 2,000,362 $ 39,984 $ 2,471,739 $ (809,390)
Partnership
Ashland Park Apartments, L.P. 1,040,446 50,160 1,247,739 (366,744)
Auburn Family, L.P. 470,555 20,000 558,475 (156,888)
Batesville Family, L.P. 1,441,209 52,000 1,808,219 (519,311)
Bay Springs Elderly, L.P. 677,420 38,000 843,018 (232,319)
Brisas del Mar Apartments Limited 2,658,737 100,280 3,227,091 (1,080,780)
Partnership
Bruce Housing Associates, L.P. 1,110,021 16,000 1,420,798 (459,525)
Carrington Limited Dividend Housing
Association Limited Partnership 3,440,212 200,000 6,369,080 (2,037,049)
Chestnut Park Associates, L.P. 5,189,118 781,700 8,654,778 (2,436,107)
Chowan Senior Manor Associates Limited 1,263,410 86,101 1,513,684 (437,796)
Partnership
Christian Street Commons Associates 620,521 -- -- --
Country View Apartments 939,775 35,698 1,215,505 (216,511)
Desarrollos de Belen Limited 1,887,073 96,190 2,493,144 (514,569)
Partnership
Desarrollos de Emaus Limited 3,205,734 214,000 4,034,206 (771,217)
Partnership
Ellinwood Heights Apartments, L.P. 689,658 10,000 864,434 (214,607)
Fulton Street Houses Limited 3,869,930 2 5,987,214 (1,480,023)
Partnership
Hayes Run Limited Partnership 1,428,831 85,060 1,488,176 (311,322)
Howard L. Miller Sallisaw Apartments 616,935 39,000 726,868 (188,000)
II, L.P.
Hurlock Meadow Limited Partnership 1,273,910 49,525 1,562,361 (440,694)
Ivy Family, L.P. 798,004 11,000 1,044,294 (342,231)
Justin Associates 2,454,251 27,472 4,344,154 (1,102,275)
LaBelle Commons, Ltd. 1,015,893 98,947 1,184,937 (286,545)
Lawrence Road Properties, Ltd. 760,577 50,000 929,308 (262,417)
Loma Del Norte Limited Partnership 1,440,903 84,874 1,775,054 (362,224)
Long Reach Associates Limited 1,482,023 118,446 1,877,387 (412,940)
Partnership
Mirador del Toa Limited Partnership 1,887,322 105,000 2,329,996 (778,399)
Moore Haven Commons, Ltd. 930,338 73,645 1,197,000 (371,491)
NP-89 Limited Dividend Housing
Association Limited Partnership 4,230,637 150,000 7,366,559 (2,006,241)
Nash Hill Associates, Limited 1,472,616 123,876 1,676,137 (356,912)
Partnership
North Calhoun City, L.P. 492,669 12,000 632,110 (177,773)
Orange City Plaza, Limited Partnership 508,823 53,904 1,041,636 (238,998)
Puerta del Mar Limited Partnership 2,531,462 115,000 3,046,045 (1,033,339)
Purvis Heights Properties, L.P. 1,149,032 47,000 1,455,334 (397,101)
Queen Lane Investors 1,572,111 60,301 2,742,479 (771,356)
Somerset Manor, Ltd. 899,846 53,383 1,099,816 (328,500)
Sugar Cane Villas, Ltd. 3,315,958 58,500 4,088,461 (1,231,318)
Summerfield Apartments Limited 1,784,586 195,411 2,684,961 (488,319)
Partnership
Sydney Engel Associates L.P. 17,635,198 284,305 19,443,724 (5,701,503)
Union Valley Associates Limited 1,450,664 97,800 1,757,216 (364,895)
Partnership
Walnut Grove Family, L.P. 848,821 30,000 1,017,192 (283,400)
Waynesboro Apartments Limited 1,486,904 76,000 1,790,366 (400,847)
Partnership
West Calhoun City, L.P. 776,927 18,000 1,024,405 (277,570)
Westminster Apartments Limited 1,609,558 51,651 1,025,737 (408,129)
Partnership ----------- ----------- ----------- ------------
$86,358,980 $ 3,910,215 $113,060,837 $(31,057,575)
=========== =========== ============ ============
31
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
5. Investment in Local Partnerships (continued)
The summary of property activity during the year ended December 31, 1999 is
as follows:
Net change
Balance as of during the year
December 31, ended Balance as of
1998 December 31, 1999 December 31, 1999
---- ----------------- -----------------
Land $ 3,910,215 $ -- $ 3,910,215
Buildings and improvements 113,060,837 368,870 113,429,707
116,971,052 368,870 117,339,922
Accumulated depreciation (31,057,575) (3,978,320) (35,035,895)
$85,913,477 $ (3,609,450) $ 82,304,027
6. Transactions with General Partner and Affiliates
For the years ended March 30, 2000, 1999 and 1998, the Partnership paid
and/or incurred the following amounts to the General Partner and/or
affiliates in connection with services provided to the Partnership:
2000 1999 1998
Paid Incurred Paid Incurred Paid Incurred
---- -------- ---- -------- ---- --------
Management fees (see Note 8) $ 100,000 $ 230,571 $ 100,000 $ 230,571 $ 100,000 $ 230,571
Administration fees (see Note 8) $ 2,699 $ 57,347 $ -- $ -- $ -- $ --
For the years ended December 31, 1999, 1998 and 1997, the Local Partnerships
paid and/or incurred the following amounts to the General Partner and/or
affiliates in connection with services provided to the Local Partnerships:
1999 1998 1997
Paid Incurred Paid Incurred Paid Incurred
---- -------- ---- -------- ---- --------
Property management fees $ 129,665 $ 131,724 $ 109,732 $ 130,570 $ 112,083 $ 127,518
Insurance and other services 15,009 15,275 23,117 34,455 22,079 22,079
32
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
7. Taxable Loss
A reconciliation of the financial statement net loss of the Partnership for
the years ended March 30, 2000, 1999 and 1998 to the tax return net loss for
the years ended December 31, 1999, 1998 and 1997 is as follows:
2000 1999 1998
---- ---- ----
Financial statement net loss for the
years ended March 30, 2000, 1999, and $(2,035,647) $(2,756,082) $(2,649,323)
1998
Add (less) net transactions occurring
between
January 1, 1997 and March 30, 1997 -- -- (58,090)
January 1, 1998 and March 30, 1998 -- (76,012) 76,012
January 1, 1999 and March 30, 1999 (90,310) 90,310 --
January 1, 2000 and March 30, 2000 64,238 -- --
------------ ----------- -----------
Adjusted financial statement net loss for
the years ended December 31, 1999, 1998 (2,061,719) (2,741,784) (2,631,401)
and 1997
Adjustment to management and
administration fees pursuant to
Internal Revenue Code Section 267 144,150 130,571 130,571
Differences arising from equity in
loss of investment in local (1,468,355) (903,119) (718,329)
partnerships
Interest revenue 677 210,630 (208,732)
Other differences (13,965) (9,629) (5,367)
------------ ----------- -----------
Tax return net loss for the years
ended December 31, 1999, 1998 and 1997 $ (3,399,212) $(3,313,331) $(3,433,258)
============ =========== ===========
The differences between the investment in local partnerships for tax and
financial reporting purposes as of December 31, 1999 and 1998 are as follows:
1999 1998
---- ----
Investment in local partnerships - financial $4,450,322 $6,027,711
reporting
Investment in local partnerships - tax 1,007,401 4,279,897
---------- ----------
$3,442,921 $1,747,814
========== ==========
Payable to general partner and affiliate in the accompanying balance sheets
represents accrued management and administrative fees not deductible for tax
purposes pursuant to Internal Revenue Code Section 267.
33
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
8. Commitments and Contingencies
Pursuant to the Partnership Agreement, the Partnership is required to pay
the General Partner an annual management fee ("Management Fee") and an
annual additional management fee ("Additional Management Fee") for its
services in connection with the management of the affairs of the
Partnership, subject to certain provisions of the Partnership Agreement.
The annual Management Fee is equal to .14% 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
("Invested Assets"). The Partnership incurred a Management Fee of $161,400
for each of the three years ended March 30, 2000. The annual Additional
Management Fee is equal to .06% of Invested Assets. The Partnership
incurred an Additional Management Fee of $69,171 for each of the three
years ended March 30, 2000. Such amounts are aggregated and reflected
under the caption management fees in the accompanying financial
statements. Unpaid Management Fees and Additional Management Fees in the
amount of $1,191,756 and $1,061,185 are included in payable to general
partner and affiliate in the accompanying balance sheets as of March 30,
2000 and 1999, respectively.
In addition, pursuant to the Partnership Agreement, the Partnership is
authorized to contract for administrative services provided to the
Partnership. Since the inception of the Partnership, such administrative
services have been provided by ML Fund Administrators Inc. ("MLFA"), an
affiliate of the Selling Agent, pursuant to an Administrative Services
Agreement. MLFA resigned the performance of its basic services under the
Administrative Services Agreement effective November 23, 1999, with
certain transitional services to be continued until April 30, 2000. The
General Partner has transitioned the administrative services to an
affiliate of the General Partner without any changes to the terms of the
Administrative Services Agreement. Pursuant to such agreement, the
Partnership is required to pay an annual administration fee
("Administration Fee") and an annual additional administration fee
("Additional Administration Fee") for administrative services provided to
the Partnership. The annual Administration Fee is equal to .14% of
Invested Assets. The Partnership incurred an Administration Fee of
$161,400 for each of the three years ended March 30, 2000. The annual
Additional Administration Fee is subject to certain provisions of the
Partnership Agreement and is equal to .06% of Invested Assets. The
Partnership incurred an Additional Administration Fee of $69,171 for each
of the three years ended March 30, 2000. Such amounts are aggregated and
reflected under the caption administration fees in the accompanying
financial statements. Unpaid Administration Fees and Additional
Administration Fees due to MLFA in the amount of $1,136,673 and $1,061,185
are included in accounts payable and accrued expenses in the accompanying
balance sheets as of March 30, 2000 and 1999, respectively. Unpaid
Administration Fees and Additional Administration Fees due to an affiliate
of the General Partner in the cumulative amount of $54,648 are included in
due to general partner and affiliate in the accompanying balance sheet as
of March 30, 2000.
The rents of the Properties, many of which receive rental subsidy
payments, including payments under Section 8 of Title II of the Housing
and Community Development Act of 1974 ("Section 8"), are subject to
specific laws, regulations and agreements with federal and state agencies.
The subsidy agreements expire at various times during and after the
Compliance Periods of the Local Partnerships. 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 Partnership cannot reasonably predict legislative
initiatives and governmental budget negotiations, the outcome of which
could result in a reduction in funds available for the various federal and
state administered housing programs including the Section 8 program. Such
changes could adversely affect the future net operating income and debt
structure of any or all Local Partnerships currently receiving such
subsidy or similar subsidies. One Local Partnership's Section 8 contract
is currently subject to renewal under current HUD guidelines.
The Partnership is a defendant in a complaint brought in connection with
the alleged wrongful interference with economic advantage resulting from
the delay of the Partnership in providing a list of Unit holders to
facilitate a tender offer by plaintiff. The plaintiff is seeking
compensatory damages of approximately $246,000 and unspecified punitive
damages. The parties have proceeded with discovery. The Partnership
believes it has valid defenses and, accordingly, no adjustment has been
made to the accompanying financial statements for the potential outcome of
this uncertainty.
34
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998
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
The carrying amount approximates 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.
The estimated fair value of the Partnership's financial instruments as of
March 30, 2000 and 1999 are disclosed elsewhere in the financial
statements.
35
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 General Partner manages
Registrant's affairs and has general responsibility and authority in all matters
affecting its business. The responsibilities of the General Partner are
currently carried out by Richman Housing. The executive officers and directors
of Richman Housing are:
Served in present
Name Capacity since (1) Position held
- ---- ---------------- -------------
Richard Paul Richman September 21, 1989 President and Director
Neal Ludeke September 21, 1989 Vice President and Treasurer
David A. Salzman September 21, 1989 Vice President
Gina S. Scotti September 21, 1989 Secretary
(1) Director holds office until his successor is elected and qualified. All
officers serve at the pleasure of the Director.
Richard Paul Richman, age 52, is the sole Director and President of Richman
Housing. Mr. Richman is the President 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 Richman Housing and the general partner of Secured Income
L.P., a director of Wilder Richman Historic Corporation, an affiliate of Richman
Housing and the general partner of Wilder Richman Historic Properties II, L.P.,
a director of Richman Tax Credit Properties Inc., an affiliate of Richman
Housing 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 Richman
Housing and the general partner of the general partner of American Tax Credit
Properties II L.P. and a director of Richman American Credit Corp., an affiliate
of Richman Housing and the manager of American Tax Credit Trust, a Delaware
statutory business trust.
Neal Ludeke, age 42, is a Vice President and the Treasurer of Richman Housing.
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 Richman Housing. Mr. Ludeke's
responsibilities in connection with RAM include advisory services provided to a
small business investment company and various partnership management functions.
David A. Salzman, age 39, is a Vice President of Richman Housing and a minority
stockholder of Richman Group. Mr. Salzman is responsible for the acquisition and
development of residential real estate for syndication as a Vice President of
acquisitions of Richman Group.
Gina S. Scotti, age 44, is the Secretary of Richman Housing. Ms. Scotti is a
Vice President and the Secretary of Richman Group. As the Director of Investor
Services, Ms. Scotti is responsible for communications with investors.
Item 11. Executive Compensation
Registrant has no officers or directors. Registrant does not pay the officers or
director of Richman Housing any remuneration. During the year ended March 30,
2000, Richman Housing did not pay any remuneration to any of its officers or its
director.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of June 1, 2000, no person or entity was known by Registrant to be the
beneficial owner of more than five percent of the Units. Richman Housing is
wholly-owned by Richard Paul Richman.
36
Item 13. Certain Relationships and Related Transactions
The General Partner 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 General Partner and Affiliates
The net tax losses and Low-income Tax Credits generated by Registrant during the
year ended December 31, 1999 allocated to the General Partner were $33,992 and
$56,042, respectively. The net tax losses and Low-income Tax Credits generated
by the General Partner during the year ended December 31, 1999 (from the
allocation of Registrant discussed above) and allocated to Richman Housing were
$27,458 and $45,299, respectively.
Indebtedness of Management.
No officer or director of the General Partner or any affiliate of the foregoing
was indebted to Registrant at any time during the year ended March 30, 2000.
37
PART IV
Item 14. 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 the notes
thereto.
(3) Exhibits
Incorporated by
Exhibit Reference to
------- ------------
10.1 April Gardens Apartments II Limited Exhibit 10.1 to Form 10-Q Report
Partnership (A Delaware Limited dated December 30, 1990
Partnership) Amended and Restated (File No. 33-31390)
Agreement of Limited Partnership
10.2 Ashland Park Apartments, L.P. Second Exhibit 10.2 to Form 10-K Report
Amended and Restated Agreement of dated March 30, 1991
Limited Partnership (File No. 33-31390)
10.3 Auburn Family, L.P. Amended and Exhibit 10.1 to Form 10-Q Report
Restated Limited Partnership Agreement dated December 31, 1991
and Certificate of Limited Partnership (File No. 0-19217)
10.4 Amended No. 2 to the Batesville Family, Exhibit 10.2 to Form 10-Q Report
L.P. Amended and Restated Agreement of dated December 30, 1990
Limited Partnership (File No. 33-31390)
10.5 Batesville Family, L.P. Amendment No. 3 Exhibit 10.2 to Form 10-Q Report
to the Amended and Restated Agreement dated December 31, 1991
of Limited Partnership (File No. 0-19217)
10.6 Bay Springs Elderly, L.P. (A Exhibit 10.1 to Form 10-Q Report
Mississippi Limited Partnership) dated September 29, 1991
Amended and Restated Limited (File No. 0-19217)
Partnership Agreement and Certificate
of Limited Partnership
10.7 Brisas del Mar Apartments Limited Exhibit 10.3 to Form 10-Q Report
Partnership (A Delaware Limited dated December 30, 1990
Partnership) Amended and Restated (File No. 33-31390)
Agreement of Limited Partnership
10.8 Amendment No. 1 to the Bruce Housing Exhibit 10.8 to Form 10-K Report
Associates, L.P. Amended and Restated dated March 30, 1992
Agreement of Limited Partnership (File No. 33-31390)
38
Exhibit Reference to
------- ------------
10.9 Amendment No. 2 to the Bruce Housing Exhibit 10.4 to Form 10-Q Report
Associates, L.P. Amended and Restated dated December 30, 1990
Agreement of Limited Partnership (File No. 33-31390)
10.10 Bruce Housing Associates, L.P. Exhibit 10.3 to Form 10-Q Report
Amendment No. 3 to the Amended and dated December 31, 1991
Restated Agreement of Limited (File No. 0-19217)
Partnership
10.11 Carrington Limited Dividend Housing Exhibit 10.1 to Form 10-Q Report
Association Limited Partnership Amended dated September 29, 1990
and Restated Agreement of Limited (File No. 33-31390)
Partnership
10.12 Carrington Limited Dividend Housing Exhibit 10.2 to Form 10-Q Report
Association Limited Partnership Second dated September 29, 1990
Amended and Restated Agreement of (File No. 33-31390)
Limited Partnership
10.13 Carrington Limited Dividend Housing Exhibit 10.5 to Form 10-Q Report
Association Limited Partnership dated December 30, 1990
Amendment No. 1 to the Second Amended (File No. 33-31390)
and Restated Agreement of Limited
Partnership
10.14 Chestnut Park Associates, L.P. Amended Exhibit 10.3 to Form 10-Q Report
and Restated Agreement of Limited dated September 29, 1990
Partnership (File No. 33-31390)
10.15 Chowan Senior Manor Associates Limited Exhibit 10.15 to Form 10-K Report
Partnership Amended and Restated dated March 30, 1992
Agreement of Limited Partnership (File No. 33-31390)
10.16 Christian Street Commons Associates Exhibit 10.16 to Form 10-K Report
Amended and Restated Limited dated March 30, 1992
Partnership Agreement and Certificate (File No. 33-31390)
of Limited Partnership
10.17 Country View Apartments Second Amended Exhibit 10.17 to Form 10-K Report
and Restated Limited Partnership dated March 30, 1992
Agreement and Certificate of Limited (File No. 33-31390)
Partnership
10.18 Desarrollos de Belen Limited Exhibit 10.18 to Form 10-K Report
Partnership Amended and Restated dated March 30, 1992
Agreement of Limited Partnership (File No. 33-31390)
10.19 Desarrollos de Emaus Limited Exhibit 10.19 to Form 10-K Report
Partnership Amended and Restated dated March 30, 1992
Agreement of Limited Partnership (File No. 33-31390)
10.20 Ellinwood Heights Apartments, L.P. Exhibit 10.1 to Form 10-Q Report
Amended and Restated Agreement of dated June 29, 1991
Limited Partnership (File No. 0-19217)
39
Exhibit Reference to
------- ------------
10.21 Fulton Street Houses Limited Exhibit 10.21 to Form 10-K Report
Partnership Amended and Restated dated March 30, 1992
Agreement of Limited Partnership (File No. 33-31390)
10.22 Hayes Run Limited Partnership Amended Exhibit 10.2 to Form 10-Q Report
and Restated Agreement of Limited dated June 29, 1991
Partnership (File No. 0-19217)
10.23 Howard L. Miller Sallisaw Apartments Exhibit 10.10 to Form 10-K Report
II, L.P. Third Amended and Restated dated March 30, 1991
Agreement and Certificate of Limited (File No. 33-31390)
Partnership
10.24 Hurlock Meadow Limited Partnership Exhibit 10.24 to Form 10-K Report
Amended and Restated Limited dated March 30, 1992
Partnership Agreement (File No. 33-31390)
10.25 Amendment No. 1 to the Ivy Family, L.P. Exhibit 10.6 to Form 10-Q Report
Amended and Restated Agreement of dated December 30, 1990
Limited Partnership (File No. 33-31390)
10.26 Ivy Family, L.P. Amendment No. 3 to the Exhibit 10.4 to Form 10-Q Report
Amended and Restated Agreement of dated December 31, 1991
Limited Partnership (File No. 0-19217)
10.27 Justin Associates Amended and Restated Exhibit 10.7 to Form 10-Q Report
Agreement and Certificate of Limited dated December 30, 1990
Partnership (File No. 33-31390)
10.28 LaBelle Commons, Ltd. Amended and Exhibit 10.13 to Form 10-K Report
Restated Agreement of Limited dated March 30, 1991
Partnership (File No. 33-31390)
10.29 LaBelle Commons, Ltd. Amendment No. 1 Exhibit 10.29 to Form 10-K Report
to Amended and Restated Agreement of dated March 30, 1992
Limited Partnership (File No. 33-31390)
10.30 Amendment No. 2 to the Lawrence Road Exhibit 10.8 to Form 10-Q Report
Properties, Ltd. Amended and Restated dated December 30, 1990
Agreement of Limited Partnership (File No. 33-31390)
10.31 Lawrence Road Properties, Ltd. Exhibit 10.5 to Form 10-Q Report
Amendment No. 3 to the Amended and dated December 31, 1991
Restated Agreement of Limited (File No. 0-19217)
Partnership
10.32 Loma Del Norte Limited Partnership Exhibit 10.2 to Form 10-Q Report
Amended and Restated Limited dated September 29, 1991
Partnership Agreement (File No. 0-19217)
10.33 Long Reach Associates Limited Exhibit 10.15 to Form 10-K Report
Partnership Sixth Amended and Restated dated March 30, 1991
Agreement of Limited Partnership (File No. 33-31390)
40
Exhibit Reference to
------- ------------
10.34 Mirador del Toa Limited Partnership Exhibit 10.16 to Form 10-K Report
Amended and Restated Agreement of dated March 30, 1991
Limited Partnership (File No. 33-31390)
10.35 Amendment No. 1 to the Mirador del Toa Exhibit 10.17 to Form 10-K Report
Limited Partnership Amended and dated March 30, 1991
Restated Agreement of Limited (File No. 33-31390)
Partnership
10.36 Moore Haven Commons, Ltd. Amended and Exhibit 10.9 to Form 10-Q Report
Restated Agreement of Limited dated December 30, 1990
Partnership (File No. 33-31390)
10.37 NP-89 Limited Dividend Housing Exhibit 10.3 to Form 10-Q Report
Association Limited Partnership Second dated June 29, 1991
Restated and Amended Agreement of (File No. 0-19217)
Limited Partnership
10.38 Nash Hill Associates, Limited Exhibit 10.37 to Form 10-K Report
Partnership Amended and Restated dated March 30, 1992
Agreement of Limited Partnership (File No. 33-31390)
10.39 North Calhoun City, L.P. (A Mississippi Exhibit 10.3 to Form 10-Q Report
Limited Partnership) Amended and dated September 29, 1991
Restated Limited Partnership Agreement (File No. 0-19217)
and Certificate of Limited Partnership
10.40 Orange City Plaza, Limited Partnership Exhibit 10.40 to Form 10-K Report
Amended and Restated Partnership dated March 30, 1992
Agreement (File No. 33-31390)
10.41 Puerta del Mar Limited Partnership (A Exhibit 10.10 to Form 10-Q Report
Delaware Limited Partnership) Amended dated December 30, 1990
and Restated Agreement of Limited (File No. 33-31390)
Partnership
10.42 Amendment No. 2 to the Purvis Heights Exhibit 10.11 to Form 10-Q Report
Properties, L.P. Amended and Restated dated December 30, 1990
Agreement of Limited Partnership (File No. 33-31390)
10.43 Purvis Heights Properties, L.P. Exhibit 10.6 to Form 10-Q Report
Amendment No. 3 to the Amended and dated December 31, 1991
Restated Agreement of Limited (File No. 0-19217)
Partnership
10.44 Queen Lane Investors Amendment No. 1 to Exhibit 10.12 to Form 10-Q Report
Amended and Restated Agreement and dated December 30, 1990
Certificate of Limited Partnership (File No. 33-31390)
10.45 Somerset Manor, Ltd. Amended and Exhibit 10.13 to Form 10-Q Report
Restated Agreement and Certificate of dated December 30, 1990
Limited Partnership (File No. 33-31390)
10.46 Sugar Cane Villas, Ltd. Amended and Exhibit 10.23 to Form 10-K Report
Restated Agreement of Limited dated March 30, 1991
Partnership (File No. 33-31390)
41
Exhibit Reference to
------- ------------
10.47 Summerfield Apartments Limited Exhibit 10.47 to Form 10-K Report
Partnership Amended and Restated dated March 30, 1992
Agreement of Limited Partnership (File No. 33-31390)
10.48 Amendment No.1 to the Summerfield Exhibit 10.48 to Form 10-K Report
Apartments Limited Partnership Amended dated March 30, 1999
and Restated Agreement of Limited (File No. 0-19217)
Partnership
10.49 Sydney Engel Associates Second Amended Exhibit 10.4 to Form 10-Q Report
and Restated Agreement of Limited dated September 29, 1990
Partnership (File No. 33-31390)
10.50 First Amendment to Second Amended and Exhibit 10.49 to Form 10-K Report
Restated Agreement of Limited dated March 30, 1997
Partnership of Sydney Engel Associates (File No. 0-19217)
10.51 Second Amendment to Second Amended and Exhibit 10.50 to Form 10-K Report
Restated Agreement of Limited dated March 30, 1997
Partnership of Sydney Engel Associates (File No. 0-19217)
L.P.
10.52 Third Amendment to Second Amended and Exhibit 10.51 to Form 10-K Report
Restated Agreement of Limited dated March 30, 1997
Partnership of Sydney Engel Associates (File No. 0-19217)
L.P.
10.53 Fourth Amendment to Second Amended and Exhibit 10.52 to Form 10-K Report
Restated Agreement of Limited dated March 30, 1997
Partnership of Sydney Engel Associates (File No. 0-19217)
L.P.
10.54 Union Valley Associates Limited Exhibit 10.14 to Form 10-Q Report
Partnership Amended and Restated dated December 30, 1990
Agreement and Certificate of Limited (File No. 33-31390)
Partnership
10.55 Walnut Grove Family, L.P. (A Exhibit 10.4 to Form 10-Q Report
Mississippi Limited Partnership) dated September 29, 1991
Amended and Restated Limited (File No. 0-19217)
Partnership Agreement and Certificate
of Limited Partnership
10.56 Waynesboro Apartments Limited Exhibit 10.15 to Form 10-Q Report
Partnership Amended and Restated dated December 30, 1990
Agreement and Certificate of Limited (File No. 33-31390)
Partnership
10.57 West Calhoun City, L.P. (A Mississippi Exhibit 10.5 to Form 10-Q Report
Limited Partnership) Amended and dated September 29, 1991
Restated Limited Partnership Agreement (File No. 0-19217)
and Certificate of Limited Partnership
10.58 Westminster Apartments Limited Exhibit 10.53 to Form 10-K Report
Partnership Second Amended and Restated dated March 30, 1992
Agreement of Limited Partnership (File No. 33-31390)
27 Financial Data Schedule
42
Exhibit Reference to
------- ------------
28.0 Pages 20 through 31, 44 through 71 Exhibit 28.0 to Form 10-K Report
and 78 through 80 of Prospectus dated March 30, 1990
filed pursuant to Rule 424(b)(3) (File No. 33-31390)
under Securities Act of 1933
28.1 Pages 14 through 19 of Prospectus Exhibit 28.1 to Form 10-K Report
filed pursuant to Rule 424(b)(3) dated March 30, 1991
under Securities Act of 1933 (File No. 33-31390)
28.2 Supplement No. 1 dated June 6, 1990 to Exhibit 28.2 to Form 10-K Report
Prospectus dated March 30, 1991
(File No. 33-31390)
28.3 Supplement No. 2 dated November 21, Exhibit 28.3 to Form 10-K Report
1990 to Prospectus dated March 30, 1991
(File No. 33-31390)
28.4 Supplement No. 3 dated December 20, Exhibit 28.4 to Form 10-K Report
1990 to Prospectus dated March 30, 1991
(File No. 33-31390)
28.5 Supplement No. 4 dated October 30, 1991 Exhibit 28.5 to Form 10-K Report
to Prospectus dated March 30, 1992
(File No. 33-31390)
28.6 Supplement No. 5 dated December 26, Exhibit 28.6 to Form 10-K Report
1991 to Prospectus dated March 30, 1992
(File No. 33-31390)
28.7 Supplement No. 6 dated January 15, 1992 Exhibit 28.7 to Form 10-K Report
to Prospectus dated March 30, 1990
(File No. 33-31390)
(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.
43
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 PROPERTIES III L.P.
(a Delaware limited partnership)
By: Richman Tax Credit Properties III L.P.,
General Partner
by: Richman Housing Credits Inc.,
general partner
Dated: June 28, 2000 /s/ Richard Paul Richman
------------- ------------------------
by: Richard Paul Richman
President
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/ Richard Paul Richman President, Chief Executive June 28, 2000
--------------------------- Officer and Director
(Richard Paul Richman) of the general partner
of the General Partner
/s/ Neal Ludeke Vice President and June 28, 2000
--------------------------- Treasurer of the
(Neal Ludeke) general partner of the
General Partner
(Principal Financial
and Accounting Officer
of Registrant)
44