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 December 30, 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)
December 30, March 30,
Notes 2002 2002
----- ----------- --------
ASSETS
Cash and cash equivalents $ 120,605 $ 51,896
Investments in bonds 2 2,982,687 2,877,273
Investment in local partnerships 3 1,395,549 1,787,370
Interest receivable 24,081 27,739
----------- -----------
$ 4,522,922 $ 4,744,278
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 940,786 $ 950,974
Payable to general partner and affiliates 1,711,605 1,538,043
----------- -----------
2,652,391 2,489,017
----------- -----------
Partners' equity (deficit)
General partner (299,343) (293,063)
Limited partners (35,883 units of limited
partnership interest outstanding) 1,894,655 2,516,405
Accumulated other comprehensive income, net 2 275,219 31,919
----------- -----------
1,870,531 2,255,261
----------- -----------
$ 4,522,922 $ 4,744,278
=========== ===========
See Notes to Financial Statements.
3
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Nine Three Nine
Months Months Months Months
Ended Ended Ended Ended
December December December December
Notes 30, 2002 30, 2002 30, 2001 30, 2001
----- --------- --------- --------- --------
REVENUE
Interest $ 46,271 $ 140,684 $ 50,984 $ 157,884
Other income from local
partnerships 3 1,785 13,537 1,785 11,491
--------- --------- --------- ---------
TOTAL REVENUE 48,056 154,221 52,769 169,375
--------- --------- --------- ---------
EXPENSES
Administration fees 57,643 172,929 57,643 172,929
Management fees 57,643 172,929 57,643 172,929
Professional fees 12,940 43,269 24,740 53,037
Printing, postage and other 7,208 14,942 5,441 13,539
--------- --------- --------- ---------
TOTAL EXPENSES 135,434 404,069 145,467 412,434
Loss from operations (87,378) (249,848) (92,698) (243,059)
Equity in loss of investment
in local partnerships 3 (135,450) (378,182) (138,744) (488,289)
--------- --------- --------- ---------
NET LOSS (222,828) (628,030) (231,442) (731,348)
Other comprehensive income
(loss) 2 2,394 243,300 (67,655) (2,190)
--------- --------- --------- ---------
COMPREHENSIVE LOSS $(220,434) $(384,730) $(299,097) $(733,538)
========= ========= ========= =========
NET LOSS ATTRIBUTABLE TO
General partner $ (2,228) $ (6,280) $ (2,314) $ (7,313)
Limited partners (220,600) (621,750) (229,128) (724,035)
--------- --------- --------- ---------
$(222,828) $(628,030) $(231,442) $(731,348)
========= ========= ========= =========
NET LOSS per unit of limited
partnership interest
(35,883 units of limited
partnership interest) $ (6.15) $ (17.33) $ (6.39) $ (20.18)
========= ========= ========= =========
See Notes to Financial Statements.
4
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 30, 2002 AND 2001
(UNAUDITED)
2002 2001
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 81,477 $ 91,825
Cash used for local partnerships for deferred
expenses (2,200)
Cash paid for
administration fees (13,496) (268,597)
management fees (158,800) (133,000)
professional fees (53,457) (53,037)
printing, postage and other expenses (14,942) (14,882)
--------- ---------
Net cash used in operating activities (159,218) (379,891)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Maturities/redemptions and sales of bonds 200,751
Cash distributions from local partnerships 27,176 17,270
--------- ---------
Net cash provided by investing activities 227,927 17,270
--------- ---------
Net increase (decrease) in cash and cash
equivalents 68,709 (362,621)
Cash and cash equivalents at beginning of period 51,896 543,718
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 120,605 $ 181,097
========= =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain (loss) on investments in bonds,
net $ 243,300 $ (2,190)
========= =========
- -------------------------------------------------------------------------------
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)
NINE MONTHS ENDED DECEMBER 30, 2002 AND 2001
(UNAUDITED)
2002 2001
---------- ---------
RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES
Net loss $(628,030) $(731,348)
Adjustments to reconcile net loss to net cash used
in operating activities
Equity in loss of investment in local partnerships 378,182 488,289
Gain on sale of bond (660)
Distributions from local partnerships classified
as other income (13,537) (11,491)
Amortization of net premium on investments in
bonds 2,960 3,635
Accretion of zero coupon bonds (65,165) (65,165)
Decrease (increase) in interest receivable 3,658 (4,529)
Decrease in accounts payable and accrued expenses (10,188) (117,343)
Decrease in other liabilities (2,200)
Increase in payable to general partner and
affiliates 173,562 60,261
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES $(159,218) $(379,891)
========= =========
See Notes to Financial Statements.
6
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 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 December 30, 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 nine month periods ended December
30, 2002 are not necessarily indicative of the results that may be expected
for the entire year.
2. Investments in Bonds
As of December 30, 2002, certain information concerning investments in bonds
is as follows:
Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost gains losses fair value
------------------------ --------- ---------- ---------- ----------
Corporate debt securities
After one year through
five years $ 875,435 $ 49,952 $ -- $ 925,387
After five years through
ten years 426,872 64,377 -- 491,249
---------- ---------- ---------- ----------
1,302,307 114,329 -- 1,416,636
---------- ---------- ---------- ----------
U.S. Treasury debt securities
After one year through
five years 125,264 12,267 -- 137,531
After five years through
ten years 1,279,897 148,623 -- 1,428,520
---------- ---------- ---------- ----------
1,405,161 160,890 -- 1,566,051
---------- ---------- ---------- ----------
$2,707,468 $ 275,219 $ -- $2,982,687
========== ========== ========== ==========
7
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
DECEMBER 30, 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 September 30, 2002, the Local
Partnerships have outstanding mortgage loans payable totaling approximately
$83,915,000 and accrued interest payable on such loans totaling approximately
$3,926,000, which are secured by security interests and liens common to
mortgage loans on the Local Partnerships' real property and other assets.
For the nine months ended December 30, 2002, the investment in local
partnerships activity consists of the following:
Investment in local partnerships as of March 30, 2002 $ 1,787,370
Equity in loss of investment in local partnerships (378,182)*
Cash distributions received from Local Partnerships (27,176)
Cash distributions from Local Partnerships classified
as other income 13,537
----------
Investment in local partnerships as of December 30, 2002 $1,395,549
==========
* 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
$1,903,310 for the nine months ended September 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
September 30, 2002 and December 31, 2001 and the combined unaudited
statements of operations of the Local Partnerships for the three and nine
month periods ended September 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)
DECEMBER 30, 2002
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of September 30,
2002 and December 31, 2001 are as follows:
September 30, December 31,
2002 2001
------------ -------------
ASSETS
Cash and cash equivalents $ 1,153,334 $ 1,315,560
Rents receivable 464,484 436,887
Escrow deposits and reserves 5,558,113 5,116,763
Land 3,910,215 3,910,215
Buildings and improvements (net of accumulated
depreciation of $46,188,251 and $43,134,422) 68,072,556 71,063,036
Intangible assets (net of accumulated amortization
of $491,712 and $461,704) 556,878 587,246
Other assets 1,108,103 952,741
------------ ------------
$ 80,823,683 $ 83,382,448
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 1,207,201 $ 971,643
Due to related parties 4,976,967 5,021,765
Mortgage loans 83,915,461 84,445,613
Accrued interest 3,925,552 3,620,621
Other liabilities 662,524 673,666
94,687,705 94,733,308
------------ ------------
Partners' equity (deficit)
American Tax Credit Properties III L.P.
Capital contributions, net of distributions 28,869,626 28,894,128
Cumulative loss (26,109,977) (25,731,795)
------------ ------------
2,759,649 3,162,333
------------ ------------
General partners and other limited partners
Capital contributions, net of distributions (266,976) (245,667)
Cumulative loss (16,356,695) (14,267,526)
------------ ------------
(16,623,671) (14,513,193)
------------ ------------
(13,864,022) (11,350,860)
------------ ------------
$ 80,823,683 $ 83,382,448
============ ============
9
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
DECEMBER 30, 2002
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the three
and nine month periods ended September 30, 2002 and 2001 are as follows:
Three Months Nine Months Three Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2002 2002 2001 2001
------------ ------------- ------------ -------------
REVENUE
Rental $ 2,767,867 $ 8,370,852 $ 2,741,464 $ 8,190,222
Interest and other 82,648 225,685 117,582 288,280
------------ ------------ ------------ ------------
Total Revenue 2,850,515 8,596,537 2,859,046 8,478,502
------------ ------------ ------------ ------------
EXPENSES
Administrative 532,267 1,700,493 499,303 1,612,202
Utilities 234,136 834,462 228,200 912,560
Operating and maintenance 693,926 2,044,802 744,258 2,092,861
Taxes and insurance 380,756 1,085,688 319,439 965,930
Financial 781,535 2,313,951 777,814 2,334,082
Depreciation and amortization 1,017,665 3,084,492 1,011,331 3,068,297
------------ ------------ ------------ ------------
Total Expenses 3,640,285 11,063,888 3,580,345 10,985,932
------------ ------------ ------------ ------------
NET LOSS $ (789,770) $ (2,467,351) $ (721,299) $ (2,507,430)
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties $ (135,450) $ (378,182) $ (138,744) $ (488,289)
III L.P.
General partners and other
limited partners, which
includes $585,624,
$1,903,310, $523,575 and
$1,841,021 of Partnership
loss in excess of investment (654,320) (2,089,169) (582,555) (2,019,141)
------------ ------------ ------------ ------------
$ (789,770) $ (2,467,351) $ (721,299) $ (2,507,430)
============ ============ ============ ============
The combined results of operations of the Local Partnerships for the three
and nine month periods ended September 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 December 30, 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 nine months ended December 30,
2002, Registrant received cash from interest revenue, maturities/redemptions and
sales of bonds and distributions from local partnerships and utilized cash for
operating expenses. Cash and cash equivalents and investments in bonds
increased, in the aggregate, by approximately $174,000 during the nine months
ended December 30, 2002 (which includes a net unrealized gain on investments in
bonds of approximately $243,000, accretion of zero coupon bonds of approximately
$65,000 and amortization of net premium on investments in bonds of approximately
$3,000). 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 nine months ended December 30,
2002, the investment in local partnerships decreased as a result of Registrant's
equity in the Local Partnerships' net loss for the nine months ended September
30, 2002 of $378,182 and cash distributions received from Local Partnerships of
$13,639 (exclusive of distributions of $13,537 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
December 30, 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 December 30, 2002 and 2001
resulted in net losses of $222,828 and $231,442, respectively. Other
comprehensive income (loss) for the three months ended December 30, 2002 and
2001 resulted from a net unrealized gain (loss) on investments in bonds of
$2,394 and $(67,655), respectively.
The Local Partnerships' net loss of approximately $790,000 for the three months
ended September 30, 2002 was attributable to rental and other revenue of
approximately $2,850,000, exceeded by operating and interest expense (including
interest on non-mandatory debt) of approximately $2,622,000 and approximately
$1,018,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $721,000 for the three months ended September 30, 2001 was
attributable to rental and other revenue of approximately $2,859,000, exceeded
by operating and interest expense (including interest on non-mandatory debt) of
approximately $2,569,000 and approximately $1,011,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended September 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 nine months ended December 30, 2002 and 2001
resulted in net losses of $628,030 and $731,348, respectively. The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately $110,000, which decrease resulted
primarily from an increase in the nonrecognition of losses in accordance with
the equity method of accounting and a decrease in the net operating losses of
certain Local Partnerships in which Registrant continues to have an investment
balance. Other comprehensive income (loss) for the nine months ended December
30, 2002 and 2001 resulted from a net unrealized gain (loss) on investments in
bonds of $243,300 and $(2,190), respectively.
The Local Partnerships' net loss of approximately $2,467,000 for the nine months
ended September 30, 2002 was attributable to rental and other revenue of
approximately $8,597,000, exceeded by operating and interest expense (including
interest on non-mandatory debt) of approximately $7,980,000 and approximately
$3,084,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $2,507,000 for the nine months ended September 30, 2001
was attributable to rental and other revenue of approximately $8,479,000,
exceeded by operating and interest expense (including interest on non-mandatory
debt) of approximately $7,918,000 and approximately $3,068,000 of depreciation
and amortization expense. The results of operations of the Local Partnerships
for the nine months ended September 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, 2002, none of the Local Partnerships
have reported 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.
12
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
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 nine months ended September 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 September 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 $34,000 for the nine months ended September 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 September 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 February 2003. 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 February 2003. 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 $34,000 for the nine
months ended September 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 is scheduled to generate approximately $6.3 per Unit per year to the
limited partners upon the expiration of its Low-income Tax Credit allocation in
2003.
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 and the associated bond rating.
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.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
a. Within the 90 days prior to the date of this report, Registrant's Chief
Executive Officer and Chief Financial Officer carried out an evaluation of
the effectiveness of Registrant's "disclosure controls and procedures" as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and
15(d)-14(c)). Based on that evaluation, Registrant's Chief Executive Officer
and Principal Financial Officer have concluded that as of the date of the
evaluation, Registrant's disclosure controls and procedures were adequate
and effective in timely alerting them to material information relating to
Registrant required to be included in Registrant's periodic SEC filings.
Changes in Internal Controls
b. There were no significant changes in Registrant's internal controls or in
other factors that could significantly affect Registrant's internal controls
subsequent to the date of that evaluation.
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 February 2003. 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: February 13, 2003 /s/ David Salzman
-------------------------------
by: David Salzman
Chief Executive Officer
Dated: February 13, 2003 /s/ Neal Ludeke
-------------------------------
by: Neal Ludeke
Chief Financial Officer
16
CERTIFICATIONS
I, David Salzman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Tax Credit
Properties III L.P. (the "Company");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date (the "Evaluation Date") within 90 days prior
to the filing date of this quarterly report; and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officer and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee
of the Company's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for
the Company's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the Evaluation Date, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 13, 2003 /s/ David Salzman
------------------------------
by: David Salzman
Chief Executive Officer of Richman
Housing Credits Inc., general
partner of Richman Tax Credit
Properties III L.P., general
partner of the Company
17
I, Neal Ludeke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Tax Credit
Properties III L.P. (the "Company");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officer and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date (the "Evaluation Date") within 90 days prior
to the filing date of this quarterly report; and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officer and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee
of the Company's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for
the Company's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the Evaluation Date, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 13, 2003 /s/ Neal Ludeke
-------------------------------
by: Neal Ludeke
Chief Financial Officer of
Richman Housing Credits, Inc.,
general partner of Richman Tax
Credit Properties III L.P.,
general partner of the Company
18