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, 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
-------
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 2003 2003
----- ------------ -----------
ASSETS
Cash and cash equivalents $ 120,302 $ 109,550
Investments in bonds 2 2,584,500 2,786,558
Investment in local partnerships 3 1,098,421 1,235,573
Interest receivable 12,129 22,283
----------- -----------
$ 3,815,352 $ 4,153,964
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 844,097 $ 864,971
Payable to general partner and affiliates 1,856,763 1,683,190
----------- -----------
2,700,860 2,548,161
----------- -----------
Partners' equity (deficit)
General partner (306,082) (301,815)
Limited partners (35,883 units of limited
partnership interest outstanding) 1,227,499 1,649,958
Accumulated other comprehensive income, net 2 193,075 257,660
----------- -----------
1,114,492 1,605,803
----------- -----------
$ 3,815,352 $ 4,153,964
=========== ===========
See Notes to Financial Statements.
3
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Nine Months Three Months Nine Months
Ended Ended Ended Ended
December 30, December 30, December 30, December 30,
Notes 2003 2003 2002 2002
----- ------------ ----------- ------------ -----------
REVENUE
Interest $ 44,330 $ 124,334 $ 46,271 $ 140,684
Other income from local partnerships 3 1,785 25,110 1,785 13,537
--------- --------- --------- ---------
TOTAL REVENUE 46,115 149,444 48,056 154,221
--------- --------- --------- ---------
EXPENSES
Administration fees 57,643 172,929 57,643 172,929
Management fees 57,643 172,929 57,643 172,929
Professional fees 25,748 64,188 12,940 43,269
State of New Jersey filing fee 7,074 19,192
Printing, postage and other 13,445 20,740 7,208 14,942
--------- --------- --------- ---------
TOTAL EXPENSES 161,553 449,978 135,434 404,069
--------- --------- --------- ---------
Loss from operations (115,438) (300,534) (87,378) (249,848)
Equity in loss of investment
in local partnerships 3 (38,902) (126,192) (135,450) (378,182)
--------- --------- --------- ---------
NET LOSS (154,340) (426,726) (222,828) (628,030)
Other comprehensive income (loss) 2 (55,242) (64,585) 2,394 243,300
--------- --------- --------- ---------
COMPREHENSIVE LOSS $(209,582) $(491,311) $(220,434) $(384,730)
========= ========= ========= =========
NET LOSS ATTRIBUTABLE TO
General partner $ (1,543) $ (4,267) $ (2,228) $ (6,280)
Limited partners (152,797) (422,459) (220,600) (621,750)
--------- --------- --------- ---------
$(154,340) $(426,726) $(222,828) $(628,030)
========= ========= ========= =========
NET LOSS per unit of limited
partnership interest (35,883 units
of limited partnership interest) $ (4.25) $ (11.77) $ (6.15) $ (17.33)
========= ========= ========= =========
See Notes to Financial Statements.
4
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 30, 2003 AND 2002
(UNAUDITED)
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 67,461 $ 81,477
Cash paid for
administration fees (13,622) (13,496)
management fees (158,663) (158,800)
professional fees (65,872) (53,457)
State of New Jersey filing fee (38,384)
printing, postage and other expenses (20,738) (14,942)
--------- ---------
Net cash used in operating activities (229,818) (159,218)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Maturities/redemptions and sales of bonds 204,500 200,751
Cash distributions from local partnerships 36,070 27,176
--------- ---------
Net cash provided by investing activities 240,570 227,927
--------- ---------
Net increase in cash and cash equivalents 10,752 68,709
Cash and cash equivalents at beginning of period 109,550 51,896
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 120,302 $ 120,605
========= =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain (loss) on investments in bonds, net $(64,585) $ 243,300
======== =========
- --------------------------------------------------------------------------------
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, 2003 AND 2002
(UNAUDITED)
2003 2002
--------- ---------
RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES
Net loss $(426,726) $(628,030)
Adjustments to reconcile net loss to net cash used
in operating activities
Equity in loss of investment in local
partnerships 126,192 378,182
Gain on sale of bond (4,792) (660)
Distributions from local partnerships classified
as other income (25,110) (13,537)
Amortization of net premium on investments
in bonds 2,930 2,960
Accretion of zero coupon bonds (65,165) (65,165)
Decrease in interest receivable 10,154 3,658
Decrease in accounts payable and accrued expenses (20,874) (10,188)
Increase in payable to general partner and
affiliates 173,573 173,562
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES $(229,818) $(159,218)
========= =========
See Notes to Financial Statements.
6
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 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 December 30, 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 nine month periods ended December
30, 2003 are not necessarily indicative of the results that may be expected
for the entire year.
2. Investments in Bonds
As of December 30, 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 $ 399,826 $ 9,286 $ -- $ 409,112
After one year through five years 504,726 60,297 -- 565,023
---------- ---------- ---------- ----------
904,552 69,583 -- 974,135
---------- ---------- ---------- ----------
U.S. Treasury debt securities
After one year through five years 1,486,873 123,492 -- 1,610,365
---------- ---------- ---------- ----------
$2,391,425 $ 193,075 $ -- $2,584,500
========== ========== ========== ==========
7
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
DECEMBER 30, 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 September 30, 2003, the Local
Partnerships have outstanding mortgage loans payable totaling approximately
$83,159,000 and accrued interest payable on such loans totaling approximately
$4,292,000, 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, 2003, the investment in local
partnerships activity consists of the following:
Investment in local partnerships as of March 30, 200 $ 1,235,573
Equity in loss of investment in local partnerships (126,192)*
Cash distributions received from Local Partnerships (36,070)
Cash distributions from Local Partnerships classified
as other income 25,110
----------
Investment in local partnerships as of December 30, 2003 $1,098,421
==========
*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 $1,812,830 for
the nine months ended September 30, 2003 as reflected in the combined
statement of operations of the Local Partnerships reflected herein Note 3.
As of September 30, 2003, Westminster was in default under the terms of its
first mortgage; payments of principal, interest and replacement reserve
deposits are approximately five years in arrears, representing an arrearage
of approximately $455,000. 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
September 30, 2003 and December 31, 2002 and the combined unaudited
statements of operations of the Local Partnerships for the three and nine
month periods ended September 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)
DECEMBER 30, 2003
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of September 30,
2003 and December 31, 2002 are as follows:
September 30 December 31,
2003 2002
------------- ------------
ASSETS
Cash and cash equivalents $ 993,786 $ 1,339,340
Rents receivable 565,067 481,854
Escrow deposits and reserves 6,048,257 5,297,817
Land 3,910,215 3,910,215
Buildings and improvements (net of accumulated
depreciation of $50,229,940 and $47,186,840) 64,438,403 67,320,566
Intangible assets (net of accumulated amortization
of $534,459 and $503,495) 553,956 545,454
Other assets 1,303,529 1,024,189
------------ ------------
$ 77,813,213 $ 79,919,435
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 1,201,406 $ 1,045,598
Due to related parties 5,188,627 5,092,769
Mortgage loans 83,159,311 83,716,219
Accrued interest 4,292,483 4,026,656
Other liabilities 724,266 691,048
------------ ------------
94,566,093 94,572,290
------------ ------------
Partners' equity (deficit)
American Tax Credit Properties III L.P.
Capital contributions, net of distributions 28,833,451 28,866,952
Cumulative loss (26,291,082) (26,164,890)
------------ ------------
2,542,369 2,702,062
------------ ------------
General partners and other limited partners
Capital contributions, net of distributions (300,120) (267,633)
Cumulative loss (18,995,129) (17,087,284)
------------ ------------
(19,295,249) (17,354,917)
------------ ------------
(16,752,880) (14,652,855)
------------ ------------
$ 77,813,213 $ 79,919,435
============ ============
9
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
DECEMBER 30, 2003
(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, 2003 and 2002 are as follows:
Three Months Nine Months Three Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2003 2003 2002 2002
------------- ------------ ------------- -------------
REVENUE
Rental $ 2,907,335 $ 8,658,207 $ 2,767,867 $ 8,370,852
Interest and other 68,690 222,063 82,648 225,685
------------ ------------ ------------ ------------
Total Revenue 2,976,025 8,880,270 2,850,515 8,596,537
------------ ------------ ------------ ------------
EXPENSES
Administrative 530,060 1,616,547 532,267 1,700,493
Utilities 239,330 878,698 234,136 834,462
Operating and maintenance 710,363 1,998,860 693,926 2,044,802
Taxes and insurance 361,752 1,140,440 380,756 1,085,688
Financial 731,581 2,203,914 781,535 2,313,951
Depreciation and amortization 1,018,758 3,075,848 1,017,665 3,084,492
------------ ------------ ------------ ------------
Total Expenses 3,591,844 10,914,307 3,640,285 11,063,888
------------ ------------ ------------ ------------
NET LOSS $ (615,819) $ (2,034,037) $ (789,770) $ (2,467,351)
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties III L.P. $ (38,902) $ (126,192) $ (135,450) $ (378,182)
General partners and other limited
partners, which includes $611,945,
$1,812,830, $585,624 and $1,903,310
of Partnership loss in excess of
investment (576,917) (1,907,845) (654,320) (2,089,169)
------------ ------------ ------------ ------------
$ (615,819) $ (2,034,037) $ (789,770) $ (2,467,351)
============ ============ ============ ============
The combined results of operations of the Local Partnerships for the three
and nine month periods ended September 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 December 30, 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 nine months ended
December 30, 2003, 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 decreased, in the aggregate, by approximately $191,000
during the nine months ended December 30, 2003 (which includes a net unrealized
loss on investments in bonds of approximately $65,000, accretion of zero coupon
bonds of approximately $65,000 and amortization of net premium of 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, 2003, 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, 2003 of $126,192 and cash distributions received
from Local Partnerships of $10,960 (exclusive of distributions from Local
Partnerships of $25,110 classified as other income). 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 December 30, 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 December 30, 2003 and 2002
resulted in net losses of $154,340 and $222,828 respectively. The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately $97,000, 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,
partially offset by (i) the filing fee charged to partnerships in the State of
New Jersey in fiscal 2004 of approximately $7,000 and (ii) an increase in
professional fees of approximately $13,000. Other comprehensive income (loss)
for the three months ended December 30, 2003 and 2002 resulted from a net
unrealized gain (loss) on investments in bonds of $(55,242) and $2,394
respectively.
The Local Partnerships' net loss of approximately $616,000 for the three months
ended September 30, 2003 was attributable to rental and other revenue of
approximately $2,976,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $2,573,000 and approximately
$1,019,000 of depreciation and amortization expense. 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 expenses (including interest on
11
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
-----------------------------------------------------------------------
non-mandatory debt) of approximately $2,622,000 and approximately $1,018,000 of
depreciation and amortization expense. The results of operations of the Local
Partnerships for the three months ended September 30, 2003 are not necessarily
indicative of the results that may be expected in future periods.
Registrant's operations for the nine months ended December 30, 2003 and 2002
resulted in net losses of $426,726 and $628,030, respectively. The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately $252,000, 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,
partially offset by (i) the filing fee charged to partnerships in the State of
New Jersey in fiscal 2004 of approximately $19,000 and (ii) an increase in
professional fees of approximately $21,000. Other comprehensive income (loss)
for the nine months ended December 30, 2003 and 2002 resulted from a net
unrealized gain (loss) on investments in bonds of $(64,585) and 243,300,
respectively.
The Local Partnerships' net loss of approximately $2,034,000 for the nine months
ended September 30, 2003 was attributable to rental and other revenue of
approximately $8,880,000, exceeded by operating and interest expense (including
interest on non-mandatory debt) of approximately $7,838,000 and approximately
$3,076,000 of depreciation and amortization expense. 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 results of operations of the Local Partnerships
for the nine months ended September 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, 2003, 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, 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.
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,
2003, Westminster was in default under the terms of its first mortgage; payments
of principal, interest and replacement reserve deposits are approximately five
years in arrears, representing an arrearage of approximately $455,000. 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 February 2004. Westminster incurred an
operating deficit of approximately $68,000 for the nine months ended September
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 nine months ended September 30, 2003,
Queen Lane incurred an operating deficit of approximately $44,000, which
includes property management fees of approximately $8,000. The Local General
Partner represents that 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.
Recent Accounting Pronouncements
- --------------------------------
In November 2002, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45").
FIN 45 requires disclosure of off-balance sheet transactions, arrangements,
obligations, guarantees or other relationships with unconsolidated entities or
other persons that have, or are reasonably likely to have, a material effect on
its financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources. The adoption of the accounting
provisions of FIN 45 did not have a material effect on the Registrant's
financial statements or disclosures.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN 46"). FIN 46 requires a variable interest
entity to be consolidated by a company if that company is subject to a majority
of the risk of loss from the variable interest entity's activities or entitled
to receive a majority of the entity's residual returns or both. FIN 46 requires
disclosures about variable interest entities that a company is not required to
consolidate, but in which it has a significant variable interest. The
consolidation requirements apply to existing entities in the first fiscal year
or interim period ending after December 15, 2003. The adoption of FIN 46 did not
have a material effect on the Registrant's financial statements.
13
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
-----------------------------------------------------------------------
In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity," ("SFAS No. 150"). The statement establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within the scope of SFAS No. 150 as a
liability (or an asset in some circumstances). Certain provisions of this
statement are effective for financial instruments entered into or modified after
May 31, 2003. In October 2003, FASB deferred indefinitely certain provisions of
this Statement pertaining to non-controlling interests in limited life entities.
The adoption of SFAS No. 150 will have no material impact on the Registrant's
financial reporting and disclosures.
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
-----------------------
As of December 30, 2003, under the direction of the Chief Executive Officer and
Chief Financial Officer, Registrant evaluated the effectiveness of its
disclosure controls and procedures and internal controls over financial
reporting and concluded that (i) Registrant's disclosure controls and procedures
were effective as of December 30, 2003, and (ii) no changes occurred during the
quarter ended December 30, 2003, that materially affected, or are reasonably
likely to materially affect, such internal controls.
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 five years in arrears on its
first mortgage obligation as of September 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: February 13, 2004 /s/ David Salzman
------------------------------
by: David Salzman
Chief Executive Officer
Dated: February 13, 2004 /s/ Neal Ludeke
------------------------------
by: Neal Ludeke
Chief Financial Officer
16