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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, 2003
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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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 executiveoffices) (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 2003 2003
----- ------------- ---------
ASSETS
Cash and cash equivalents $ 41,306 $ 109,550
Investments in bonds 2 2,818,774 2,786,558
Investment in local partnerships 3 1,148,283 1,235,573
Interest receivable 22,367 22,283
----------- ------------
$ 4,030,730 $ 4,153,964
=========== ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 826,055 $ 864,971
Payable to general partner and affiliates 1,880,601 1,683,190
----------- ------------
2,706,656 2,548,161
----------- ------------
Partners' equity (deficit)
General partner (304,539) (301,815)
Limited partners (35,883 units of limited
partnership interest outstanding) 1,380,296 1,649,958
Accumulated other comprehensive income, net 2 248,317 257,660
----------- ------------
1,324,074 1,605,803
----------- ------------
$ 4,030,730 $ 4,153,964
=========== ============
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, September 29, September 29,
Notes 2003 2003 2002 2002
----- ------------- ------------- ------------- -------------
REVENUE
Interest $ 40,029 $ 80,004 $ 47,029 $ 94,413
Other income from local
partnerships 3 18,403 23,325 1,580 11,752
---------- ---------- --------- ----------
TOTAL REVENUE 58,432 103,329 48,609 106,165
---------- ---------- --------- ----------
EXPENSES
Administration fees 57,643 115,286 57,643 115,286
Management fees 57,643 115,286 57,643 115,286
Professional fees 28,010 38,440 10,172 30,329
State of New Jersey filing fee 5,765 12,118
Printing, postage and other 375 7,295 2,261 7,734
---------- ---------- --------- ----------
TOTAL EXPENSES 149,436 288,425 127,719 268,635
---------- ---------- --------- ----------
Loss from operations (91,004) (185,096) (79,110) (162,470)
Equity in loss of investment
in local partnerships 3 (25,744) (87,290) (138,879) (242,732)
----------- ----------- ---------- -----------
NET LOSS (116,748) (272,386) (217,989) (405,202)
Other comprehensive income
(loss) 2 (44,586) (9,343) 145,284 240,906
----------- ----------- ---------- -----------
COMPREHENSIVE LOSS $ (161,334) $ (281,729) $ (72,705) $ (164,296)
=========== =========== ========== ===========
NET LOSS ATTRIBUTABLE TO
General partner $ (1,168) $ (2,724) $ (2,180) $ (4,052)
Limited partners (115,580) (269,662) (215,809) (401,150)
----------- ----------- ---------- -----------
$ (116,748) $ (272,386) $(217,989) $ (405,202)
=========== =========== ========== ===========
NET LOSS per unit of limited
partnership interest
(35,883 units of limited
partnership interest) $ (3.23) $ (7.52) $ (6.01) $ (11.18)
=========== =========== ========== ===========
See Notes to Financial Statements.
4
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 29, 2003 AND 2002
(UNAUDITED)
2003 2002
--------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 38,361 $ 52,286
Cash paid for
administration fees (8,161) (9,447)
management fees (25,000) (25,000)
professional fees (53,124) (50,671)
State of New Jersey filing fee (36,353)
printing, postage and other expenses (7,292) (7,735)
--------- ---------
Net cash used in operating activities (91,569) (40,567)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash distributions from local partnerships 23,325 24,502
--------- ---------
Net cash provided by investing activities 23,325 24,502
--------- ---------
Net decrease in cash and cash equivalents (68,244) (16,065)
Cash and cash equivalents at beginning of period 109,550 51,896
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 41,306 $ 35,831
========= =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain (loss) on investments in bonds,
net $ (9,343) $240,906
========= =========
----------------------------------------------------------------------------
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, 2003 AND 2002
(UNAUDITED)
2003 2002
---------- ----------
RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES
Net loss $(272,386) $(405,202)
Adjustments to reconcile net loss to net cash used
in operating activities
Equity in loss of investment in local
partnerships 87,290 242,732
Distributions from local partnerships classified
as other income (23,325) (11,752)
Amortization of net premium on investments in
bonds 1,805 1,974
Accretion of zero coupon bonds (43,364) (43,364)
Increase in interest receivable (84) (737)
Decrease in accounts payable and accrued expenses (38,916) (20,343)
Increase in payable to general partner and
affiliates 197,411 196,125
---------- ----------
NET CASH USED IN OPERATING ACTIVITIES $ (91,569 $ (40,567)
========== ==========
See Notes to Financial Statements.
6
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 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 September 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 and six month periods ended September
29, 2003 are not necessarily indicative of the results that may be expected
for the entire year.
2. Investments in Bonds
As of September 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 $ 399,695 $ 12,515 $ -- $ 412,210
After one year through
five years 704,482 80,579 -- 785,061
------------ ---------- ---------- -----------
1,104,177 93,094 -- 1,197,271
------------ ---------- ---------- -----------
U.S. Treasury debt securities
After one year through
five years 1,466,280 155,223 -- 1,621,503
------------ ---------- ---------- -----------
$ 2,570,457 $ 248,317 $ -- $ 2,818,774
============ ========== ========== ============
7
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 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 June 30, 2003, the Local
Partnerships have outstanding mortgage loans payable totaling approximately
$83,371,000 and accrued interest payable on such loans totaling approximately
$4,241,000, 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, 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 (87,290)*
Cash distributions received from Local Partnerships (23,325)
Cash distributions from Local Partnerships classified
as other income 23,325
--------------
Investment in local partnerships as of September 29,
2003 $ 1,148,283
==============
*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 $1,200,885 for
the six months ended June 30, 2003 as reflected in the combined statement of
operations of the Local Partnerships reflected herein Note 3.
As of June 30, 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 $450,000. 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 June
30, 2003 and December 31, 2002 and the combined unaudited statements of
operations of the Local Partnerships for the three and six month periods
ended June 30, 2003 and 2002 are reflected on pages 9 and 10, respectively.
8
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 29, 2003
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of June 30, 2003 and
December 31, 2002 are as follows:
June 30, December 31,
2003 2002
------------- -------------
ASSETS
Cash and cash equivalents $ 1,106,516 $ 1,339,340
Rents receivable 457,090 481,854
Escrow deposits and reserves 5,667,284 5,297,817
Land 3,910,215 3,910,215
Buildings and improvements (net of accumulated
depreciation of $49,337,030 and $47,186,840) 65,326,503 67,320,566
Intangible assets (net of accumulated amortization
of $524,378 and $503,495) 564,194 545,454
Other assets 1,162,650 1,024,189
------------- -------------
$ 78,194,452 $ 79,919,435
============= =============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 835,049 $ 1,045,598
Due to related parties 5,157,262 5,092,769
Mortgage loans 83,371,480 83,716,219
Accrued interest 4,241,131 4,026,656
Other liabilities 700,155 691,048
------------- -------------
94,305,077 94,572,290
------------- -------------
Partners' equity (deficit)
American Tax Credit Properties III L.P.
Capital contributions, net of distributions 28,851,854 28,866,952
Cumulative loss (26,252,180) (26,164,890)
------------- -------------
2,599,674 2,702,062
------------- -------------
General partners and other limited partners
Capital contributions, net of distributions (292,087) (267,633)
Cumulative loss (18,418,212) (17,087,284)
------------- -------------
(18,710,299) (17,354,917)
------------- -------------
(16,110,625) (14,652,855)
------------- -------------
$ 78,194,452 $ 79,919,435
============= =============
9
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 29, 2003
(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, 2003 and 2002 are as follows:
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2003 2003 2002 2002
------------ ------------ ------------ ------------
REVENUE
Rental $ 2,848,892 $ 5,750,872 $ 2,840,722 $ 5,602,985
Interest and other 92,547 153,373 76,020 143,037
------------ ------------ ------------ ------------
Total Revenue 2,941,439 5,904,245 2,916,742 5,746,022
------------ ------------ ------------ ------------
EXPENSES
Administrative 520,812 1,086,487 623,087 1,168,226
Utilities 295,457 639,368 279,614 600,326
Operating and maintenance 660,726 1,288,497 687,572 1,350,876
Taxes and insurance 404,027 778,688 374,287 704,932
Financial 721,327 1,472,333 759,990 1,532,416
Depreciation and amortization 1,026,906 2,057,090 1,038,710 2,066,827
------------ ------------ ------------ ------------
Total Expenses 3,629,255 7,322,463 3,763,260 7,423,603
------------ ------------ ------------ ------------
NET LOSS $ (687,816) $(1,418,218 $ (846,518) $(1,677,581)
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties
III L.P. $ (25,744) $ (87,290) $ (138,879) $ (242,732)
General partners and other
limited partners, which
includes $590,090,
$1,200,885, $653,372 and
$1,317,686 of Partnership
loss in excess of investment (662,072) (1,330,928) (707,639) (1,434,849)
============ ============ ============ ============
$ (687,816) $(1,418,218 $ (846,518) $(1,677,581)
============ ============ ============ ============
The combined results of operations of the Local Partnerships for the three
and six month periods ended June 30, 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 September 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 six months ended
September 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 decreased, in the aggregate,
by approximately $36,000 during the six months ended September 29, 2003 (which
includes a net unrealized loss on investments in bonds of approximately $9,000,
accretion of zero coupon bonds of approximately $43,000 and amortization of net
premium of 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, 2003, 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, 2003 of $87,290.
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
September 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 September 29, 2003 and 2002
resulted in net losses of $116,748 and $217,989 respectively. The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately $113,000, 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 (loss) for the three months ended September 29, 2003 and
2002 resulted from a net unrealized gain (loss) on investments in bonds of
$(44,586) and $145,284 respectively.
The Local Partnerships' net loss of approximately $688,000 for the three months
ended June 30, 2003 was attributable to rental and other revenue of
approximately $2,941,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $2,602,000 and approximately
$1,027,000 of depreciation and amortization expense. 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 expenses (including interest on non-mandatory debt) of
approximately $2,725,000 and approximately $1,039,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended June 30, 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)
-------------------------
Registrant's operations for the six months ended September 29, 2003 and 2002
resulted in net losses of $272,386 and $405,202, respectively. The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately $155,000, 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 (loss) for the six months ended September 29, 2003 and 2002
resulted from a net unrealized gain (loss) on investments in bonds of $(9,343)
and $240,906, respectively.
The Local Partnerships' net loss of approximately $1,418,000 for the six months
ended June 30, 2003 was attributable to rental and other revenue of
approximately $5,904,000, exceeded by operating and interest expense (including
interest on non-mandatory debt) of approximately $5,265,000 and approximately
$2,057,000 of depreciation and amortization expense. 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 results of operations of the Local Partnerships for
the six months ended June 30, 2003 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 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.
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 six months ended June 30, 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 June 30, 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
$59,000 for the six months ended June 30, 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.
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, 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 $450,000. 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 November 2003. Westminster incurred an
operating deficit of approximately $52,000 for the six months ended June 30,
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 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 six months ended June 30, 2003, Queen
Lane incurred an operating deficit of approximately $16,000, which includes
property management fees of approximately $6,000. Payments on the mortgage and
real estate taxes are current. Registrant's investment balance in Queen Lane,
after cumulative equity losses, became zero during the year ended March 30,
2001. 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.
13
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and
-----------------------------------------------------------------
Results of Operations (continued)
---------------------------------
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.
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; see Item 5 below regarding the mortgage default of a Local
Partnership.
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 November 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 31.1 Rule 13a-14/15d-14(a) Certification of Chief Executive
Officer
Exhibit 31.2 Rule 13a-14/15d-14(a) Certification of Chief Financial
Officer
Exhibit 32.1 Section 1350 Certification of Chief Executive Officer
Exhibit 32.2 Section 1350 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 has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN TAX CREDIT PROPERTIES III L.P.
(a Delaware limited partnership)
By: Richman Tax Credit Properties III L.P.,
General Partner
by: Richman Tax Credits Inc.,
General partner
Dated: November 13, 2003 /s/ David Salzman
------------------------------
by: David Salzman
Chief Executive Officer
Dated: November 13, 2003 /s/ Neal Ludeke
------------------------------
by: Neal Ludeke
Chief Financial Officer
16