UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended September 29, 2002
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 0-19217
American Tax Credit Properties III L.P.
---------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-3545006
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or 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
--------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
Yes X No
---- ----
AMERICAN TAX CREDIT PROPERTIES III L.P.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Table of Contents Page
----------------- ----
Balance Sheets..........................................................3
Statements of Operations................................................4
Statements of Cash Flows................................................5
Notes to Financial Statements...........................................7
2
AMERICAN TAX CREDIT PROPERTIES III L.P.
BALANCE SHEETS
(UNAUDITED)
September 29, March 30,
Notes 2002 2002
----- ------------ ---------
ASSETS
Cash and cash equivalents $ 35,831 $ 51,896
Investments in bonds 2 3,159,569 2,877,273
Investment in local partnerships 3 1,531,888 1,787,370
Interest receivable 28,476 27,739
----------- -----------
$ 4,755,764 $ 4,744,278
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 930,631 $ 950,974
Payable to general partner and affiliates 1,734,168 1,538,043
----------- -----------
2,664,799 2,489,017
----------- -----------
Partners' equity (deficit)
General partner (297,115) (293,063)
Limited partners (35,883 units of limited
partnership interest outstanding) 2,115,255 2,516,405
Accumulated other comprehensive income,
net 2 272,825 31,919
----------- -----------
2,090,965 2,255,261
----------- -----------
$ 4,755,764 $ 4,744,278
=========== ===========
See Notes to Financial Statements.
3
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
September 29, September 29, Secptember 29, September 29,
Notes 2002 2002 2001 2001
----- ------------- ------------ -------------- ------------
REVENUE
Interest $ 47,029 $ 94,413 $ 52,760 $ 106,900
Other income from local 3 1,580 11,752 1,581 9,706
partnerships
--------- --------- --------- ---------
TOTAL REVENUE 48,609 106,165 54,341 116,606
--------- --------- --------- ---------
EXPENSES
Administration fees 57,643 115,286 57,643 115,286
Management fees 57,643 115,286 57,643 115,286
Professional fees 10,172 30,329 14,584 28,297
Printing, postage and other 2,261 7,734 4,155 8,098
--------- --------- --------- ---------
TOTAL EXPENSES 127,719 268,635 134,025 266,967
--------- --------- --------- ---------
Loss from operations (79,110) (162,470) (79,684) (150,361)
Equity in loss of investment
in local partnerships 3 (138,879) (242,732) (156,563) (349,545)
--------- --------- --------- ---------
NET LOSS (217,989) (405,202) (236,247) (499,906)
Other comprehensive income 2 145,284 240,906 118,155 65,465
--------- --------- --------- ---------
COMPREHENSIVE LOSS $ (72,705) $(164,296) $(118,092) $(434,441)
========= ========= ========= =========
NET LOSS ATTRIBUTABLE TO
General partner $ (2,180) $ (4,052) $ (2,362) $ (4,999)
Limited partners (215,809) (401,150) (233,885) (494,907)
--------- --------- --------- ---------
$(217,989) $(405,202) $(236,247) $(499,906)
========= ========= ========= =========
NET LOSS per unit of limited
partnership interest (35,883 units
of limited partnership interest) $ (6.01) $ (11.18) $ (6.52) $ (13.79)
========= ========= ========= =========
See Notes to Financial Statements.
4
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 29, 2002 AND 2001
(UNAUDITED)
2002 2001
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 52,286 $ 66,269
Cash used for local partnerships for
deferred expenses (2,200)
Cash paid for
administration fees (9,447) (122,748)
management fees (25,000) (50,000)
professional fees (50,671) (47,163)
printing, postage and other expenses (7,735) (9,442)
--------- ---------
Net cash used in operating activities (40,567) (165,284)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash distributions from local partnerships 24,502 15,485
--------- ---------
Net cash provided by investing activities 24,502 15,485
--------- ---------
Net decrease in cash and cash equivalents (16,065) (149,799)
Cash and cash equivalents at beginning of period 51,896 543,718
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 35,831 $ 393,919
========= =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain on investments in bonds, net $ 240,906 $ 65,465
========= =========
- --------------------------------------------------------------------------------
See reconciliation of net loss to net cash used in operating activities on page
6.
See Notes to Financial Statements.
5
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS - (Continued)
SIX MONTHS ENDED SEPTEMBER 29, 2002 AND 2001
(UNAUDITED)
2002 2001
--------- ---------
RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES
Net loss $(405,202) $(499,906)
Adjustments to reconcile net loss to net cash used
in operating activities
Equity in loss of investment in local
partnerships 242,732 349,545
Distributions from local partnerships classified
as other income (11,752) (9,706)
Amortization of net premium on investments
in bonds 1,974 2,423
Accretion of zero coupon bonds (43,364) (43,364)
Decrease (increase) in interest receivable (737) 310
Decrease in accounts payable and accrued expenses (20,343) (136,210)
Decrease in other liabilities (2,200)
Increase in payable to general partner
and affiliates 196,125 173,824
NET CASH USED IN OPERATING ACTIVITIES $ (40,567 $(165,284)
========= =========
See Notes to Financial Statements.
6
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 29, 2002
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America for interim financial information. They do not include all
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
The results of operations are impacted significantly by the combined results
of operations of the Local Partnerships, which are provided by the Local
Partnerships on an unaudited basis during interim periods. Accordingly, the
accompanying financial statements are dependent on such unaudited
information. In the opinion of the General Partner, the financial statements
include all adjustments necessary to present fairly the financial position as
of September 29, 2002 and the results of operations and cash flows for the
interim periods presented. All adjustments are of a normal recurring nature.
The results of operations for the three and six month periods ended September
29, 2002 are not necessarily indicative of the results that may be expected
for the entire year.
2. Investments in Bonds
As of September 29, 2002, certain information concerning investments in bonds
is as follows:
Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost gains losses fair value
------------------------ ---------- ----------- ----------- -----------
Corporate debt securities
Within one year $ 199,283 $ 3,431 $ -- $ 202,714
After one year through five years 874,874 49,150 -- 924,024
After five years through ten years 428,021 47,560 -- 475,581
---------- ---------- ---------- ----------
1,502,178 100,141 -- 1,602,319
---------- ---------- ---------- ----------
U.S. Treasury debt securities
After five years through ten years 1,384,566 172,684 -- 1,557,250
---------- ---------- ---------- ----------
$2,886,744 $ 272,825 $ -- $3,159,569
========== ========== ========== ==========
7
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 29, 2002
(UNAUDITED)
3. Investment in Local Partnerships
The Partnership owns limited partnership interests in forty-three Local
Partnerships representing capital contributions in the aggregate amount of
$29,264,476, all of which have been paid. As of June 30, 2002, the Local
Partnerships have outstanding mortgage loans payable totaling approximately
$84,090,000 and accrued interest payable on such loans totaling approximately
$3,827,000, which are secured by security interests and liens common to
mortgage loans on the Local Partnerships' real property and other assets.
For the six months ended September 29, 2002, the investment in local
partnerships activity consists of the following:
Investment in local partnerships as of March 30, 200 $ 1,787,370
Equity in loss of investment in local partnerships (242,732)*
Cash distributions received from Local Partnerships (24,502)
Cash distributions from Local Partnerships
classified as other income 11,752
-----------
Investment in local partnerships as of
September 29, 2002 $ 1,531,888
===========
* Equity in loss of investment in local partnerships is limited to the
Partnership's investment balance in each Local Partnership; any excess is
applied to other partners' capital in any such Local Partnership. The
amount of such excess losses applied to other partners' capital was
$1,317,686 for the six months ended June 30, 2002 as reflected in the
combined statement of operations of the Local Partnerships reflected herein
Note 3.
The combined unaudited balance sheets of the Local Partnerships as of June
30, 2002 and December 31, 2001 and the combined unaudited statements of
operations of the Local Partnerships for the three and six month periods
ended June 30, 2002 and 2001 are reflected on pages 9 and 10, respectively.
8
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 29, 2002
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of June 30, 2002 and
December 31, 2001 are as follows:
June 30, December 31,
2002 2001
------------ -------------
ASSETS
Cash and cash equivalents $ 1,127,700 $ 1,315,560
Rents receivable 442,035 436,887
Escrow deposits and reserves 5,384,538 5,116,763
Land 3,910,215 3,910,215
Buildings and improvements (net of accumulated
depreciation of $45,180,342 and $43,134,422) 69,046,289 71,063,036
Intangible assets (net of accumulated amortization
of $477,004 and $461,704) 566,999 587,246
Other assets 1,216,741 952,741
------------ ------------
$ 81,694,517 $ 83,382,448
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 1,144,078 $ 971,643
Due to related parties 4,949,178 5,021,765
Mortgage loans 84,090,151 84,445,613
Accrued interest 3,826,806 3,620,621
Other liabilities 750,737 673,666
------------ ------------
94,760,950 94,733,308
------------ ------------
Partners' equity (deficit)
American Tax Credit Properties III L.P.
Capital contributions, net of distributions 28,871,210 28,894,128
Cumulative loss (25,974,527) (25,731,795)
------------ ------------
2,896,683 3,162,333
------------ ------------
General partners and other limited partners
Capital contributions, net of distributions (245,667) (260,741)
Cumulative loss (15,702,375) (14,267,526)
------------ ------------
(15,963,116) (14,513,193)
------------ ------------
(13,066,433) (11,350,860)
------------ ------------
$ 81,694,517 $ 83,382,448
============ ============
9
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 29, 2002
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the three
and six month periods ended June 30, 2002 and 2001 are as follows:
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2002 2002 2001 2001
------------ ----------- ------------ -----------
REVENUE
Rental $ 2,840,722 $ 5,602,985 $ 2,757,175 $ 5,448,758
Interest and other 76,020 143,037 76,740 170,698
----------- ----------- ----------- -----------
Total Revenue 2,916,742 5,746,022 2,833,915 5,619,456
----------- ----------- ----------- -----------
EXPENSES
Administrative 623,087 1,168,226 550,094 1,112,899
Utilities 279,614 600,326 307,311 684,360
Operating and maintenance 687,572 1,350,876 728,741 1,348,603
Taxes and insurance 374,287 704,932 329,606 646,491
Financial 759,990 1,532,416 804,190 1,556,268
Depreciation and amortization 1,038,710 2,066,827 1,040,021 2,056,966
----------- ----------- ----------- -----------
Total Expenses 3,763,260 7,423,603 3,759,963 7,405,587
NET LOSS $ (846,518) $(1,677,581 $ (926,048) $(1,786,131)
=========== =========== =========== ===========
NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties III L.P. $ (138,879) $ (242,732) $ (156,563) $ (349,545)
General partners and other limited
partners, which includes $653,372,
$1,317,686, $710,695 and $1,317,446
of Partnership loss in excess of
investment (707,639) (1,434,849) (769,485) (1,436,586)
$ (846,518) $(1,677,581 $ (926,048) $(1,786,131)
=========== =========== =========== ===========
The combined results of operations of the Local Partnerships for the three
and six month periods ended June 30, 2002 are not necessarily indicative of
the results that may be expected for an entire operating period.
4. Additional Information
Additional information, including the audited March 30, 2002 Financial
Statements and the Organization, Purpose and Summary of Significant
Accounting Policies, is included in the Partnership's Annual Report on Form
10-K for the fiscal year ended March 30, 2002 on file with the Securities and
Exchange Commission.
10
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Material Changes in Financial Condition
As of September 29, 2002, American Tax Credit Properties III L.P. (the
"Registrant") has not experienced a significant change in financial condition as
compared to March 30, 2002. Principal changes in assets are comprised of
periodic transactions and adjustments and anticipated equity in loss from
operations of the local partnerships (the "Local Partnerships") which own
low-income multifamily residential complexes (the "Properties") that qualify for
the low-income tax credit in accordance with Section 42 of the Internal Revenue
Code (the "Low-income Tax Credit"). During the six months ended September 29,
2002, Registrant received cash from interest revenue and distributions from
local partnerships and utilized cash for operating expenses. Cash and cash
equivalents and investments in bonds increased, in the aggregate, by
approximately $266,000 during the six months ended September 29, 2002 (which
includes a net unrealized gain on investments in bonds of approximately
$241,000, accretion of zero coupon bonds of approximately $43,000 and
amortization of net premium on investments in bonds of approximately $2,000).
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 six months ended September 29, 2002,
the investment in local partnerships decreased as a result of Registrant's
equity in the Local Partnerships' net loss for the six months ended June 30,
2002 of $242,732 and cash distributions received from Local Partnerships of
$12,750 (exclusive of distributions of $11,752 classified as other income).
Accounts payable and accrued expenses includes deferred administration fees of
$904,673 and payable to general partner and affiliates represents deferred
management and administration fees in the accompanying balance sheet as of
September 29, 2002.
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, 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 3 to Registrant's financial
statements include the operating results of all Local Partnerships, irrespective
of Registrant's investment balances.
Cumulative losses and cash distributions in excess of investment in local
partnerships may result from a variety of circumstances, including a Local
Partnership's accounting policies, subsidy structure, debt structure and
operating deficits, among other things. In addition, the carrying value of
Registrant's investment in local partnerships may be reduced if the book value
(the "Local Partnership Carrying Value") is considered to exceed the estimated
value derived by management. Accordingly, cumulative losses and cash
distributions in excess of the investment or an adjustment to a Local
Partnership's Carrying Value are not necessarily indicative of adverse operating
results of a Local Partnership. See discussion below under Local Partnership
Matters regarding certain Local Partnerships currently operating below economic
break even levels.
Registrant's operations for the three months ended September 29, 2002 and 2001
resulted in net losses of $217,989 and $236,247, respectively. Other
comprehensive income for the three months ended September 29, 2002 and 2001
resulted from a net unrealized gain on investments in bonds of $145,284 and
$118,155, respectively.
The Local Partnerships' net loss of approximately $847,000 for the three months
ended June 30, 2002 was attributable to rental and other revenue of
approximately $2,917,000, exceeded by operating and interest expense (including
interest on non-mandatory debt) of approximately $2,725,000 and approximately
$1,039,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $926,000 for the three months ended June 30, 2001 was
attributable to rental and other revenue of approximately $2,834,000, exceeded
by operating and interest expense (including interest on non-mandatory debt) of
approximately $2,720,000 and approximately $1,040,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended June 30, 2002 are not necessarily indicative of the
results that may be expected in future periods.
11
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Registrant's operations for the six months ended September 29, 2002 and 2001
resulted in net losses of $405,202 and $499,906, respectively. The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately $107,000, which decrease resulted
primarily from a decrease in the net operating losses of certain Local
Partnerships in which Registrant continues to have an investment balance. Other
comprehensive income for the six months ended September 29, 2002 and 2001
resulted from a net unrealized gain on investments in bonds of $240,906 and
$65,465, respectively.
The Local Partnerships' net loss of approximately $1,678,000 for the six months
ended June 30, 2002 was attributable to rental and other revenue of
approximately $5,746,000, exceeded by operating and interest expense (including
interest on non-mandatory debt) of approximately $5,357,000 and approximately
$2,067,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $1,786,000 for the six months ended June 30, 2001 was
attributable to rental and other revenue of approximately $5,619,000, exceeded
by operating and interest expense (including interest on non-mandatory debt) of
approximately $5,348,000 and approximately $2,057,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the six months ended June 30, 2002 are not necessarily indicative of the results
that may be expected in future periods.
Local Partnership Matters
Registrant's primary objective is to provide Low-income Tax Credits to 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, 2001, 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 before debt service 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
12
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Local General Partner's funding of such Deficit Guarantee is dependent on its
liquidity or ability to borrow the required funds. During the six months ended
June 30, 2002, revenue from operations of the Local Partnerships has 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.
Fulton Street Houses Limited Partnership ("Fulton Street") has an escrow of
approximately $317,000 as of June 30, 2002 that was established to cover
operating deficits; there are no Mandatory Debt Service payments or real estate
taxes required during the Compliance Period. Fulton Street incurred an operating
deficit of approximately $45,000 for the six months ended June 30, 2002.
Registrant's investment balance in Fulton Street, after cumulative equity
losses, became zero during the year ended March 30, 2001. Fulton Street
generated approximately $11.7 per Unit per year to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 2001.
The terms of the partnership agreement of Westminster Apartments Limited
Partnership ("Westminster") require the Local General Partner to advance funds
to cover operating deficits through the Compliance Period. As of June 30, 2002,
Westminster was in default under the terms of its first mortgage; payments of
principal, interest and replacement reserve deposits are over three years in
arrears as of November 2002. In October 2001, a workout agreement was reached,
in principle, under which all arrearages would be added to the mortgage balance
and all future payments would be payable to the extent of the net cash flow of
the property. As part of such workout, it is anticipated that Westminster would
admit a new Local General Partner. The final terms of the workout remain pending
as of November 2002. There can be no assurance that the workout issues will be
resolved and the mortgage remains in default without a formal forbearance.
Westminster incurred an operating deficit of approximately $23,000 for the six
months ended June 30, 2002, which amount includes a provision for replacement
reserve deposits of $1,184 per month and debt service payments of $6,245 per
month. Registrant's investment balance in Westminster, after cumulative equity
losses, became zero during the year ended March 30, 1999. Westminster will have
generated approximately $6.3 per Unit per year to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 2003.
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 $101,000
for the six months ended June 30, 2002, which includes property management fees
of approximately $43,000. Payments on the mortgage are current and the Property
does not incur real estate taxes. Sydney Engel has an operating reserve with a
balance of approximately $122,000 as of June 30, 2002. Registrant's investment
balance in Sydney Engel, after cumulative equity losses, became zero during the
year ended March 30, 1997. Sydney Engel generated approximately $14.5 per Unit
per year to the limited partners upon the expiration of its Low-income Tax
Credit allocation in 2001.
Critical Accounting Policies and Estimates
The financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which requires Registrant to
make certain estimates and assumptions. The following section is a summary of
certain aspects of those accounting policies that may require subjective or
complex judgments and are most important to the portrayal of Registrant's
financial condition and results of operations. Registrant believes that there is
a low probability that the use of different estimates or assumptions in making
these judgments would result in materially different amounts being reported in
the financial statements.
o Registrant accounts for its investment in local partnerships in
accordance with the equity method of accounting since Registrant
cannot control the operations of a Local Partnership.
o If the book value of Registrant's investment in a Local Partnership
exceeds the estimated value derived by management, Registrant reduces
its investment in any such Local Partnership and includes such
reduction in equity in loss of investment in local partnerships.
13
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 3. 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 2008, 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.
14
AMERICAN TAX CREDIT PROPERTIES III L.P.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Registrant is not aware of any material legal proceedings.
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
As discussed in Part I, Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of Operations, the local general
partner of Westminster Apartments Limited Partnership ("Westminster")
reports that Westminster is over three years in arrears on its first
mortgage obligation as of November 2002. Although the local general
partner is conducting ongoing discussions with the lender, the lender
has issued a notice of default.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. Exhibits
Exhibit 99.1 Certification of Chief Executive Officer
Exhibit 99.2 Certification of Chief Financial Officer
b. Reports on Form 8-K
None
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
AMERICAN TAX CREDIT PROPERTIES 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: November 13, 2002 /s/ David Salzman
-------------------------------------
by: David Salzman
President of the general partner
of the General Partner
Dated: November 13, 2002 /s/ Neal Ludeke
-------------------------------------
by: Neal Ludeke
Vice President and Treasurer of the
general partner of the General Partner
(Principal Financial and Accounting
Officer of Registrant)
16