UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2003
-------------
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
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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)
June 29, March 30,
Notes 2003 2003
----- ----------- -----------
ASSETS
Cash and cash equivalents $ 65,434 $ 109,550
Investments in bonds 2 2,842,460 2,786,558
Investment in local partnerships 3 1,174,027 1,235,573
Interest receivable 18,059 22,283
----------- -----------
$ 4,099,980 $ 4,153,964
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 845,145 $ 864,971
Payable to general partner and affiliates 1,769,427 1,683,190
----------- -----------
2,614,572 2,548,161
----------- -----------
Commitment and contingencies 3
Partners' equity (deficit)
General partner (303,371) (301,815)
Limited partners (35,883 units of limited
partnership interest outstanding) 1,495,876 1,649,958
Accumulated other comprehensive income, net 2 292,903 257,660
----------- -----------
1,485,408 1,605,803
----------- -----------
$ 4,099,980 $ 4,153,964
=========== ===========
See Notes to Financial Statements.
3
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 29, 2003 AND 2002
(UNAUDITED)
Notes 2003 2002
----- --------- ---------
REVENUE
Interest $ 39,975 $ 47,384
Other income from local partnerships 4,922 10,172
--------- ---------
TOTAL REVENUE 44,897 57,556
--------- ---------
EXPENSES
Administration fees 57,643 57,643
Management fees 57,643 57,643
Professional fees 10,430 20,157
State of New Jersey filing fee 6,353
Printing, postage and other 6,920 5,473
--------- ---------
TOTAL EXPENSES 138,989 140,916
--------- ---------
Loss from operations (94,092) (83,360)
Equity in loss of investment in local
partnerships 3 (61,546) (103,853)
--------- ---------
NET LOSS (155,638) (187,213)
Other comprehensive income 2 35,243 95,622
--------- ---------
COMPREHENSIVE LOSS $(120,395) $ (91,591)
========= =========
NET LOSS ATTRIBUTABLE TO
General partner $ (1,556) $ (1,872)
Limited partners (154,082) (185,341)
--------- ---------
$(155,638) $(187,213)
========= =========
NET LOSS per unit of limited partnership
interest (35,883 units of limited partnership
interest) $ (4.29) $ (5.17)
========= =========
See Notes to Financial Statements.
4
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 29, 2003 AND 2002
(UNAUDITED)
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 23,540 $ 23,602
Cash paid for
administration fees (4,049) (5,398)
management fees (25,000) (25,000)
professional fees (259) (50,670)
State of New Jersey filing fee (36,353)
printing, postage and other expenses (6,917) (5,478)
--------- ---------
Net cash used in operating activities (49,038) (62,944)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash distributions from local partnerships 4,922 22,922
--------- ---------
Net cash provided by investing activities 4,922 22,922
--------- ---------
Net decrease in cash and cash equivalents (44,116) (40,022)
Cash and cash equivalents at beginning of period 109,550 51,896
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 65,434 $ 11,874
========= =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain on investments in bonds, net $ 35,243 $ 95,622
========= =========
- -------------------------------------------------------------------------------
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)
THREE MONTHS ENDED JUNE 29, 2003 AND 2002
(UNAUDITED)
2003 2002
---------- ---------
RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES
Net loss $(155,638) $(187,213)
Adjustments to reconcile net loss to net cash used
in operating activities
Equity in loss of investment in local
partnerships 61,546 103,853
Distributions from local partnerships classified
as other income (4,922) (10,172)
Amortization of net premium on investments
in bonds 905 85
Accretion of zero coupon bonds (21,564) (21,564)
Decrease (increase) in interest receivable 4,224 (2,303)
Increase in payable to general partner and
affiliates 86,237 84,888
Decrease in accounts payable and accrued expenses (19,826) (30,518)
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES $ (49,038) $ (62,944)
========= =========
See Notes to Financial Statements.
6
AMERICAN TAX CREDIT PROPERTIES III, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 29, 2003
(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 June 29, 2003 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 months ended June 29, 2003 are not
necessarily indicative of the results that may be expected for the entire
year.
2. Investments in Bonds
As of June 29, 2003, certain information concerning investments in bonds is
as follows:
Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost gains losses fair value
------------------------ ---------- ----------- ---------- ----------
Corporate debt securities
Within one year $ 199,762 $ 8,142 $ -- $ 207,904
After one year through five years 803,647 86,742 -- 890,389
After five years through ten years 100,467 11,658 -- 112,125
---------- ---------- -------- ----------
1,103,876 106,542 -- 1,210,418
---------- ---------- -------- ----------
U.S. Treasury debt securities
After one year through five years 1,445,681 186,361 -- 1,632,042
---------- ---------- -------- ----------
$2,549,557 $ 292,903 $ -- $2,842,460
========== ========== ========== ==========
7
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 2003
(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 March 31, 2003, the Local
Partnerships have outstanding mortgage loans payable totaling approximately
$83,520,000 and accrued interest payable on such loans totaling approximately
$4,127,000, which are secured by security interests and liens common to
mortgage loans on the Local Partnerships' real property and other assets.
For the three months ended June 29, 2003, the investment in local
partnerships activity consists of the following:
Investment in local partnerships as of
March 30, 2003 $1,235,573
Equity in loss of investment in local
partnerships (61,546)*
Cash distributions received from Local
Partnerships (4,922)
Cash distributions from Local
Partnerships classified as other income 4,922
----------
Investment in local partnerships as of
June 29, 2003 $1,174,027
==========
* 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 $610,795 for the
three months ended March 31, 2003 as reflected in the combined statement of
operations of the Local Partnerships reflected herein Note 3.
As of March 31, 2003, Westminster was in default under the terms of its first
mortgage; payments of principal, interest and replacement reserve deposits
are approximately four years in arrears, representing an arrearage of
approximately $433,000. Although Westminster has been involved in negotiating
a restructuring of its mortgage debt, a final resolution has not been reached
and documented. There can be no assurance that the issues will be resolved
and the mortgage remains in default without a formal forbearance.
The combined unaudited balance sheets of the Local Partnerships as of March
31, 2003 and December 31, 2002 and the combined unaudited statements of
operations of the Local Partnerships for the three months ended March 31,
2003 and 2002 are reflected on pages 9 and 10, respectively.
8
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 2003
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of March 31, 2003
and December 31, 2002 are as follows:
March 31, December 31,
2003 2002
------------ ------------
ASSETS
Cash and cash equivalents $ 1,319,154 $ 1,339,340
Rents receivable 433,990 481,854
Escrow deposits and reserves 5,450,970 5,297,817
Land 3,910,215 3,910,215
Buildings and improvements (net of accumulated
depreciation of $48,211,443 and $47,186,840) 66,357,470 67,320,566
Intangible assets (net of accumulated amortization
of $513,937 and $503,495) 549,593 545,454
Other assets 1,244,521 1,024,189
------------ ------------
$ 79,265,913 $ 79,919,435
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 1,240,321 $ 1,045,598
Due to related parties 5,103,062 5,092,769
Mortgage loans 83,520,221 83,716,219
Accrued interest 4,127,481 4,026,656
Other liabilities 694,473 691,048
------------ ------------
94,685,558 94,572,290
------------ ------------
Partners' equity (deficit)
American Tax Credit Properties III L.P.
Capital contributions, net of distributions 28,856,776 28,866,952
Cumulative loss (26,226,436) (26,164,890)
------------ ------------
2,630,340 2,702,062
------------ ------------
General partners and other limited partners
Capital contributions, net of distributions (293,845) (267,633)
Cumulative loss (17,756,140) (17,087,284)
------------ ------------
(18,049,985) (17,354,917)
------------ ------------
(15,419,645) (14,652,855)
------------ ------------
$ 79,265,913 $ 79,919,435
============ ============
9
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 2003
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the three
months ended March 31, 2003 and 2002 are as follows:
2003 2002
----------- -----------
REVENUE
Rental $ 2,901,980 $ 2,762,263
Interest and other 60,826 67,017
----------- -----------
Total Revenue 2,962,806 2,829,280
----------- -----------
EXPENSES
Administrative 565,675 545,139
Utilities 343,911 320,712
Operating and maintenance 627,771 663,304
Taxes and insurance 374,661 330,645
Financial 751,006 772,426
Depreciation and amortization 1,030,184 1,028,117
----------- -----------
Total Expenses 3,693,208 3,660,343
----------- -----------
NET LOSS $ (730,402) $ (831,063)
=========== ===========
NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties III L.P. $ (61,546) $ (103,853)
General partners and other limited
partners, which includes $610,795 and
$664,314 of Partnership loss in excess of
investment (668,856) (727,210)
----------- -----------
$ (730,402) $ (831,063)
=========== ===========
The combined results of operations of the Local Partnerships for the three
months ended March 31, 2003 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, 2003 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, 2003 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 June 29, 2003, American Tax Credit Properties III L.P. (the "Registrant")
has not experienced a significant change in financial condition as compared to
March 30, 2003. 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") which qualify for the
low-income tax credit in accordance with Section 42 of the Internal Revenue Code
(the "Low-income Tax Credit"). During the three months ended June 29, 2003,
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 $12,000
during the three months ended June 29, 2003 (which includes a net unrealized
gain on investments in bonds of approximately $35,000, accretion of zero coupon
bonds of approximately $22,000 and amortization of net premium of investments in
bonds of approximately $1,000). 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
three months ended June 29, 2003, the investment in local partnerships decreased
as a result of Registrant's equity in the Local Partnerships' net loss for the
three months ended March 31, 2003 of $61,546. Accounts payable and accrued
expenses includes deferred administration fees of $788,673 and payable to
general partner and affiliates represents deferred management and administration
fees in the accompanying balance sheet as of June 29, 2003.
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 June 29, 2003 and 2002
resulted in net losses of $155,638 and $187,213 respectively. Other
comprehensive income for the three months ended June 29, 2003 and 2002 resulted
from a net unrealized gain on investments in bonds of $35,243 and $95,622
respectively.
The Local Partnerships' net loss of approximately $730,000 for the three months
ended March 31, 2003 was attributable to rental and other revenue of
approximately $2,963,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $2,663,000 and approximately
$1,030,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $831,000 for the three months ended March 31, 2002 was
attributable to rental and other revenue of approximately $2,829,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $2,632,000 and approximately $1,028,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended March 31, 2003 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)
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 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 Local General Partner's funding of such
Deficit Guarantee is dependent on its liquidity or ability to borrow the
required funds. During the three months ended March 31, 2003, 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.
Fulton Street Houses Limited Partnership ("Fulton Street") has an escrow of
approximately $317,000 as of March 31, 2003 to cover operating deficits and
there are no Mandatory Debt Service payments or real estate taxes required
during the Compliance Period. Fulton Street incurred an operating deficit of
approximately $10,000 for the three months ended March 31, 2003. Registrant's
investment balance in Fulton Street, after cumulative equity losses, became zero
during the year ended March 30, 2002. 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.
12
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
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 March 31, 2003,
Westminster was in default under the terms of its first mortgage; payments of
principal, interest and replacement reserve deposits are approximately four
years in arrears, representing an arrearage of approximately $433,000. Although
Westminster has been involved in negotiating a restructuring of its mortgage
debt, a final resolution has not been reached and documented. There can be no
assurance that the issues will be resolved and the mortgage remains in default
without a formal forbearance as of August 2003. Westminster incurred an
operating deficit of approximately $33,000 for the three months ended March 31,
2003, 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 Justin Associates ("Justin") require
the Local General Partners to cause the management agent to defer property
management fees in order to avoid a default under the mortgage. Justin incurred
an operating deficit of approximately $10,000 for the three months ended March
31, 2003, which includes property management fees of approximately $4,000.
Payments on the mortgage and real estate taxes are current. Registrant's
investment balance in Justin, after cumulative equity losses, became zero during
the year ended March 30, 2002. Justin generated approximately $9.9 per Unit per
year to the limited partners upon the expiration of its Low-income Tax Credit
allocation in 2002.
Ashland Park Apartments, L.P. ("Ashland Park") incurred an operating deficit of
approximately $13,000 for the three months ended March 31, 2003. Payments on the
mortgage and real estate taxes are current. Registrant's investment balance in
Ashland Park, after cumulative equity losses, became zero during the year ended
March 30, 1999. Ashland Park generated approximately $1.3 per Unit per year to
the limited partners upon the expiration of its Low-income Tax Credit allocation
in 2002.
The terms of the partnership agreement of Queen Lane Investors ("Queen Lane")
require the management agent to defer property management fees in order to avoid
a default under the mortgage. During the three months ended March 31, 2003,
Queen Lane incurred an operating deficit of approximately $15,000, which
includes property management fees of approximately $3,000. Payments on the
mortgage and real estate taxes are current. Queen Lane generated approximately
$2.9 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.
1. Registrant accounts for its investment in local partnerships in accordance
with the equity method of accounting since Registrant does not control the
operations of a Local Partnership.
2. 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 Chief Financial Officer have concluded that as of the date of the
evaluation, Registrant's disclosure controls and procedures were adequate and
effective in timely alerting them to material information relating to
Registrant required to be included in Registrant's periodic SEC filings.
Changes in Internal Controls
b. There were no significant changes in Registrant's internal controls or in
other factors that could significantly affect Registrant's internal controls
subsequent to the date of that evaluation.
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 approximately four years in arrears on
its first mortgage obligation as of August 2003. Although the local
general partner has been involved in negotiating a restructuring of
Westminster's debt, a final resolution has not been reached and the
mortgage is in 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: August 13, 2003 /s/ David Salzman
---------------------------------
by: David Salzman
Chief Executive Officer
Dated: August 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.
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
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); 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 registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
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 date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: August 13, 2003 /s/ David Salzman
---------------------------------
David Salzman
Chief Executive Officer of Richman
Housing Credits Inc., general
partner of Richman Tax Credit
Properties III L.P., general
partner of the Registrant
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.
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
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); 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 registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
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 date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: August 13, 2003 /s/ Neal Ludeke
-----------------------------------
Neal Ludeke
Chief Financial Officer of Richman
Housing Credits, Inc., general
partner of Richman Tax Credit
Properties III L.P., general
partner of the Registrant
18