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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended ________________
OR
x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from January 1, 1999 to March 31, 1999
Commission file number: 0-23908
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
California 33-0563307
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
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 such filing
requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
1
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.
INAPPLICABLE
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
NONE
2
PART I.
Item 1. Business
Organization
WNC California Housing Tax Credits III, L.P. ("CHTC III" or the "Partnership")
is a California limited partnership formed under the laws of the State of
California on October 5, 1992. The Partnership was formed to acquire limited
partnership interests in other limited partnerships or limited liability
companies ("Local Limited Partnerships") which own multifamily housing complexes
that are eligible for low-income housing federal and, in certain cases,
California income tax credits ("Low Income Housing Credits").
The general partner of the Partnership is WNC Tax Credit Partners III, L.P. (the
"General Partner" or "TCP III"). The general partner of TCP III is WNC &
Associates, Inc. ("Associates"). Wilfred N. Cooper, Sr., through the Cooper
Revocable Trust, owns 66.8% of the outstanding stock of Associates. John B.
Lester, Jr. was the original limited partner of the Partnership and owns,
through the Lester Family Trust, 28.6% of the outstanding stock of Associates.
The business of the Partnership is conducted primarily through Associates, as
TCP III and the Partnership have no employees of their own.
Pursuant to a registration statement filed with the Securities and Exchange
Commission, on February 17, 1993, the Partnership commenced a public offering of
30,000 Units of Limited Partnership Interest ("Units") at a price of $1,000 per
Unit. As of the close of the offering on July 22, 1994, a total of 18,000 Units
representing $18,000,000 had been sold. Holders of Units are referred to herein
as "Limited Partners."
Description of Business
The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner or non-managing member in
Local Limited Partnerships each of which will own and operate a multi-family
housing complex (the "Housing Complex") which will qualify for the Low Income
Housing Credit. In general, under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
to reduce Federal taxes otherwise due in each year of a ten-year period. In
general, under Section 17058 of the California Revenue and Taxation Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against California taxes otherwise due in each year of a four-year period. The
Housing Complex is subject to a fifteen-year compliance period (the "Compliance
Period"), and under state law may have to be maintained as low income housing
for 30 or more years.
In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Housing
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more years in the future, and (iii) the ability of government
lenders to disapprove of transfer, it is not possible at this time to predict
whether the liquidation of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership's Agreement of Limited
Partnership, as amended by Supplement No. 1 thru Supplement No. 9 thereto (the
"Partnership Agreement"), will be able to be accomplished promptly at the end of
the 15-year period. If a Local Limited Partnership is unable to sell its Housing
Complex, it is anticipated that the local general partner ("Local General
Partner") will either continue to operate such Housing Complex or take such
other actions as the Local General Partner believes to be in the best interest
of the Local Limited Partnership. Notwithstanding the preceding, circumstances
beyond the control of the General Partner or the Local General Partners may
occur during the Compliance Period, which would require the Partnership to
approve the disposition of a Housing Complex prior to the end thereof, possibly
resulting in recapture of Low Income Housing Credits.
3
As of March 31, 1999, the Partnership had invested in eighteen Local Limited
Partnerships. Each of these Local Limited Partnerships owns a Housing Complex
that is eligible for the federal Low Income Housing Credit and eight of them
were eligible for the California Low Income Housing Credit. Certain Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the Low Income Housing Credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are subject to mortgage
indebtedness. If a Local Limited Partnership does not make its mortgage
payments, the lender could foreclose resulting in a loss of the Housing Complex
and Low Income Housing Credits. As a limited partner or non-managing member of
the Local Limited Partnerships, the Partnership will have very limited rights
with respect to management of the Local Limited Partnerships; and will rely
totally on the general partners or managing members of the Local Limited
Partnerships for management of the Local Limited Partnerships. The value of the
Partnership's investments will be subject to changes in national and local
economic conditions, including unemployment conditions, which could adversely
impact vacancy levels, rental payment defaults and operating expenses. This, in
turn, could substantially increase the risk of operating losses for the Housing
Complexes and the Partnership. In addition, each Local Limited Partnership is
subject to risks relating to environmental hazards and natural disasters, which
might be uninsurable. Because the Partnership's operations will depend on these
and other factors beyond the control of the General Partner and the Local
General Partners, there can be no assurance that the anticipated Low Income
Housing Credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the Low Income Housing Credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the Low
Income Housing Credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All Partnership management
decisions are made by the General Partner.
As a limited partner or non-managing member, the Partnership's liability for
obligations of each Local Limited Partnership is limited to its investment. The
Local General Partners of each Local Limited Partnership retain responsibility
for developing, constructing, maintaining, operating and managing the Housing
Complexes.
Item 2. Properties
Through its investments in Local Limited Partnerships, the Partnership holds
limited partnership interests in the Housing Complexes. The following table
reflects the status of the eighteen Housing Complexes as of the dates and for
the periods indicated:
4
------------------------------ ------------------------------------------------
As of March 31, 1999 As of December 31, 1998
------------------------------ ------------------------------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
General Partner in Local Limited Investment Number of Occu- Housing Limited
Partnership Name Location Name Partnerships Paid to Date Units pancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------
Almond Garden Delhi, Anthony Donovan $ 391,000 $ 391,000 34 94% $ 807,000 $ 1,394,000
Apartment California
Associates
Almond View Stockton, Daniel C. Logue and
Apartments, California Cyrus Youssefi 1,639,000 1,639,000 72 97% 3,523,000 1,774,000
Ltd.
Buccaneer Fernandia Clifford E. Olsen 365,000 365,000 48 94% 768,000 1,482,000
Associates, Beach, Florida
Limited
Candleridge Perry, Iowa Eric A. Sheldahl 126,000 126,000 24 100% 245,000 705,000
Apartments of
Perry L.P. II
Colonial Village Roseville, S.P. Thomas Company of
Roseville Calfornia Northern California
Inc. and Project Go,
Inc. 2,811,000 2,811,000 56 86% 5,872,000 2,128,000
Dallas County Orrville, Thomas H. Cooksey and
Housing, Ltd. Alabama Apartment Developers,
Inc. 130,000 130,000 19 100% 287,000 617,000
La Paloma del Deming, Dean Greenwalt 254,000 254,000 38 94% 625,000 1,438,000
Sol Limited New Mexico
Partnership
Memory Lane Yankton, Skogen - Peterson, Inc 151,000 151,000 18 100% 295,000 688,000
Limited South Dakota
Partnership
Nueva Sierra Richgrove, Self-Help Enterprises,
Vista California Inc. and Nueva Sierra
Associates Vista Corporation 1,688,000 1,688,000 35 91% 3,516,000 1,805,000
5
------------------------------ ------------------------------------------------
As of March 31, 1999 As of December 31, 1998
------------------------------ ------------------------------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
General Partner in Local Limited Investment Number of Occu- Housing Limited
Partnership Name Location Name Partnerships Paid to Date Units pancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------
Old Fort Limited Hidalgo, Alan Deke Noftsker and
Partnership Texas ABO Corporation 249,000 249,000 40 97% 547,000 1,282,000
Orosi Apartments, Orosi, Douglas W. Young 461,000 461,000 42 100% 902,000 1,966,000
Ltd. California
Parlier Garden Parlier, David J. Micheal and
Apts. California Professional Apartment
Management, Inc. 453,000 453,000 41 100% 917,000 1,715,000
Rosewood Superior, Duffy Development
Apartments Wisconsin Company, Inc. 185,000 168,000 20 75% 375,000 518,000
Partnership
Limited
Sun Manor, L.P. Itta Bena, Glenn D. Miller 230,000 230,000 36 97% 464,000 1,061,000
Mississippi
Tahoe Pines South Lake David J. Michael, Bucky
Apartments Tahoe, Fong, Dean Pearson, Coy
California Elvis and Dr. Patricia
Hatton 1,633,000 1,633,000 28 100% 3,171,000 1,702,000
Venus Venus, W. Joseph Chamy 161,000 161,000 24 96% 318,000 728,000
Retirement Texas
Village,
Ltd.
Walnut - Orange, Walnut - Pixley, Inc. 1,078,000 1,078,000 22 100% 2,309,000 1,742,000
Pixley, L.P. California
Winters Winters, John P. Casper 531,000 531,000 38 100% 1,072,000 1,842,000
Investment California ---------- ---------- ---- ----- ---------- ----------
Group
$12,536,000 $12,519,000 635 96% $26,013,000 $24,587,000
========== ========== ==== ===== ========== ==========
6
------------------------------------------
For the year ended December 31, 1998
------------------------------------------
Low Income
Housing Credits
Rental Net Allocated to
Partnership Name Income Loss Partnership
- --------------------------------------------------------------------------------
Almond Garden Apartment Associates $ 155,000 $ (59,000) 99%
Almond View Apartments, Ltd. 185,000 (233,000) 99%
Buccaneer Associates, Limited 200,000 (34,000) 99%
Candleridge Apartments of Perry L.P. II 139,000 (11,000) 99%
Colonial Village Roseville 380,000 (155,000) 99%
Dallas County Housing, Ltd. 62,000 (12,000) 99%
La Paloma del Sol Limited Partnership 134,000 (11,000) 99%
Memory Lane Limited Partnership 65,000 (30,000) 99%
Nueva Sierra Vista Associates 141,000 (119,000) 99%
Old Fort Limited Partnership 163,000 (3,000) 99%
Orosi Apartments, Ltd. 184,000 (24,000) 99%
Parlier Garden Apts. 191,000 (28,000) 95%
Rosewood Apartments Limited Partnership 71,000 (9,000) 99%
Sun Manor, L.P. 139,000 (15,000) 99%
Tahoe Pines Apartments 180,000 (101,000) 99%
Venus Retirement Village, Ltd. 83,000 (24,000) 99%
Walnut - Pixley, L.P. 136,000 (49,000) 99%
Winters Investment Group 185,000 (41,000) 99%
--------- --------
$ 2,793,000 $ (958,000)
========= ========
7
Item 3. Legal Proceedings
NONE.
Item 4. Submission of Matters to a Vote of Security Holders
NONE
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 5a.
(a) The Units are not traded on a public exchange but were sold through a
public offering. It is not anticipated that any public market will develop
for the purchase and sale of any Unit and none exists. Units can be
assigned only if certain requirements in the Partnership Agreement are
satisfied.
(b) At March 31, 1999, there were 942 Limited Partners.
(c) The Partnership was not designed to provide cash distributions to Limited
Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships.
(d) No unregistered securities were sold by the Partnership during the three
months ended March 31, 1999.
Item 5b.
NOT APPLICABLE
Item 6. Selected Financial Data
Selected balance sheet information for the Partnership is as follows:
March 31 December 31
------------------------ ----------------------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(Unaudited)
ASSETS
Cash and cash
equivalents $ 509,695 $ 563,949 $ 561,751 $ 1,451,071 $ 1,498,036 $ 1,916,200 $ 2,799,487
Cash in escrow - - - - - - 2,090,570
Investments in
limited
partnerships, net 9,164,197 10,137,867 9,415,032 10,400,720 11,447,928 13,032,752 14,368,908
Due from affiliates - - - - - - 216,645
Other assets - - - 2,242 5,419 - 19,960
--------- ---------- --------- ---------- ---------- ---------- ----------
$ 9,673,892 $ 10,701,816 $ 9,976,783 $ 11,854,033 $ 12,951,383 $ 14,948,952 $ 19,495,570
========= ========== ========= ========== ========== ========== ==========
LIABILITIES
Payables to limited
partnerships $ 16,836 $ 16,836 $ 16,836 $ 16,836 $ 16,836 $ 651,094 $ 4,400,927
Due to General
Partner and
affiliates 552,257 416,586 561,391 370,223 233,380 240,188 -
Due to limited
partners - - - 900,000 - - -
PARTNERS' EQUITY 9,104,799 10,268,394 9,398,556 10,566,974 12,701,167 14,057,670 15,094,643
--------- ---------- --------- ---------- ---------- ---------- ----------
$ 9,673,892 $ 10,701,816 $ 9,976,783 $ 11,854,033 $ 12,951,383 $ 14,948,952 $ 19,495,570
========= ========== ========= ========== ========== ========== ==========
8
Selected results of operations, cash flows and other information for the
Partnership are as follows:
For the Three Months For the Years Ended
Ended March 31 December 31
----------------------- ----------------------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(Unaudited)
Loss from operations $ (64,061) $ (54,043) $ (249,631) $ (205,576) $ (197,723) $ (105,423) $ 28,208
Equity in
income(loss) from
limited partnerships (229,696) (244,537) (918,787) (1,028,617) (1,132,216) (1,155,114) (352,511)
--------- --------- ---------- ---------- ---------- ---------- ---------
Net income (loss) $ (293,757) $ (298,580) $(1,168,418) $(1,234,193) $(1,329,939) $(1,260,537) $ (324,303)
========= ========= ========== ========== ========== ========== =========
Net income(loss)
allocated to:
General partner $ (2,938) $ (2,986) $ (11,684) $ (12,342) $ (13,300) $ (12,605) $ (3,243)
========= ========= ========== ========== ========== ========== =========
Limited partners $ (290,819) $ (295,594) $(1,156,734) (1,221,851) (1,316,639) $(1,247,932) $ (321,060)
========= ========= ========== ========== ========== ========== =========
Net income(loss) per
limited partner unit $ (16.16) $ (16.42) $ (64.26) $ (67.88) $ (73.15) $ (69.33) $ (48.71)
========= ========= ========== ========== ========== ========== =========
Outstanding weighted
limited partner 18,000 18,000 18,000 18,000 18,000 18,000 6,591
units ========= ========= ========== ========== ========== ========== =========
For the Three Months For the Years Ended
Ended March 31 December 31
------------------------ ----------------------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(Unaudited)
Net cash provided by
(used in):
Operating activities $ (58,079) $ 9,678 $ 4,243 $ (6,960) $ (143,337) $ 437,400 $ (225,005)
Investing activities 6,023 3,200 6,437 (40,005) (248,263) (1,535,687) (9,018,582)
Financing activities - (900,000) (900,000) - (26,564) 215,000 9,736,196
--------- --------- --------- --------- --------- --------- ---------
Net change in cash
and cash equivalents (52,056) (887,122) (889,320) (46,965) (418,164) (883,287) 492,609
Cash and cash
equivalents,
beginning of period 561,751 1,451,071 1,451,071 1,498,036 1,916,200 2,799,487 2,306,878
--------- --------- --------- --------- --------- --------- ---------
Cash and cash
equivalents, end of
period $ 509,695 $ 563,949 $ 561,751 $ 1,451,071 $ 1,498,036 $ 1,916,200 $ 2,799,487
========= ========= ========= ========== ========= ========= =========
Low Income Housing Credit per Unit was as follows for the years ended December 31:
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Federal $ 113 $ 113 $ 113 $ 95 $ 32
State 17 66 85 48 85
------------ ------------ ------------ ------------ -------------
Total $ 130 $ 179 $ 198 $ 143 $ 117
============ ============ ============ ============ =============
9
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Financial Condition
The Partnership's assets at March 31, 1999 consisted of $509,695 in cash and
aggregate investments in the eighteen Local Limited Partnerships of $9,164,197.
Liabilities at March 31, 1999 primarily consisted of $548,894 of accrued annual
management fees due to the General Partner.
Results of Operations
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
The Partnership's net loss for the three months ended March 31, 1999 was
$(294,000) reflecting a decrease of $5,000 from the net loss experienced for the
three months ended March 31, 1998. The decline in net loss is primarily due to
equity in losses of limited partnerships which declined by $15,000 to $(230,000)
for the three months ended March 31, 1999 from $(245,000) for the three months
ended March 31, 1998. The reduction in equity losses recognized was partially
offset by an increase in loss from operations of $10,000 to $(64,000) for the
three months ended March 31, 1999 from $(54,000) for the three months ended
March 31, 1998, due to a comparable increase in operating expense allocations
and a decrease in interest income.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997. The
Partnership's net loss for 1998 was $(1,168,000), reflecting a decrease of
$66,000 from the net loss experienced in 1997. The decline in net loss is
primarily due to equity in losses from limited partnerships which declined to
$(919,000) in 1998 from $(1,029,000) in 1997. This decrease was partially as a
result of the Partnership not recognizing certain losses of the Local Limited
Partnerships. The investments in such Local Limited Partnerships reached $0
during 1998. Since the Partnership's liability with respect to its investments
is limited, losses in excess of investment are not recognized. of The reduction
in equity losses recognized was partially offset by an increase in loss from
operations of $44,000 for 1998 and $(250,000), from $(206,000) in 1997, due to a
comparable increase in operating expense allocations and a decrease in interest
income.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996. The
Partnership's net loss for 1997 was $(1,234,000), reflecting a decrease of
$96,000 from the net loss experienced in 1996. The decline in net loss is
primarily due to equity in losses from limited partnerships which declined to
$(1,029,000) in 1997 from $(1,132,000) in 1996, because of improved operations
of certain investments and that the investments in certain Local Limited
Partnerships reached $0 during 1997. Losses from operations were essentially
unchanged between years.
Cash Flows
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
Net cash used during the three months ended March 31, 1999 was $(52,000),
compared to net cash used during the three months ended March 31, 1998 of
$(887,000). The change was due primarily to a return of capital to the limited
partners of $50 per unit or $900,000 during the three months ended March 31,
1998, partially offset by an increase in cash used for operating activities of
$68,000, primarily due to an increase in cash paid to the General Partner or
affiliates of $53,000 for management fees and a decrease in interest income
received.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997. Net cash
used in 1998 was $(889,000), compared to net cash used in 1997 of $(47,000). The
change was due primarily to an increase in financing activities, which consisted
of a return of capital to the limited partners of $50 per unit or $900,000.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996. Net cash
used in 1997 was $(47,000), compared to $(418,000) in 1996.The change was due
primarily to a decrease in investments in Limited partnerships and a decrease in
the payment of management fees.
During the three months ended March 31, 1999 and the year ended December 31,
1998, accrued payables, which consist primarily of related party management fees
due to the General Partner, decreased by $9,000 and increased by $191,000,
respectively. The General Partner does not anticipate that these accrued fees
will be paid in full until such time as capital reserves are in excess of future
forseeable working capital requirements of the partnership.
10
The Partnership expects its future cash flows, together with its net available
assets at March 31, 1999, to be sufficient to meet all currently forseeable
future cash requirements.
Impact of Year 2000
WNC & Associates, Inc.
Status of Readiness
Information Technology (IT) Systems. The Partnership relies on the IT systems of
WNC, its ultimate general partner. IT systems include computer hardware and
software used to produce financial reports and tax return information. This
information is then used to generate reports to investors and regulatory
agencies, including the Internal Revenue Service and the Securities and Exchange
Commission. The IT systems of WNC are year 2000 compliant.
Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems include machinery and equipment such as telephones, voice mail and
electronic postage equipment. Except for one telephone system, the non-IT
systems of WNC are year 2000 compliant. The one telephone system will require
the replacement of one computer and one software application, both of which will
be completed on or before October 1, 1999.
Service Providers. WNC also relies on the IT and non-IT systems of service
providers. Service providers include utility companies, financial institutions,
telecommunications carriers, municipalities, and other outside vendors. WNC has
obtained verbal assurances from its material service providers (electrical power
provider, financial institutions and telecommunications carriers) that their IT
and non-IT systems are year 2000 compliant. There can be no assurance that this
compliance information is correct. There also can be no assurance that the
systems of other, less-important service providers and outside vendors will be
year 2000 compliant.
Costs to Address Year 2000 Issues
The cost to address year 2000 issues for WNC has been less than $20,000. The
cost to replace the telephone system noted above will be less than $5,000. The
cost to deal with potential year 2000 issues of other outside vendors cannot be
estimated at this time.
Risk of Year 2000 Issues
The most reasonable and likely result from non-year 2000 compliance of systems
of the service providers noted above will be the disruption of normal business
operations for WNC. This disruption would, in turn, lead to delays in performing
reporting and fiduciary responsibilities on behalf of the Partnership. The worst
case scenario would be the replacement of a service provider. These delays would
likely be temporary and would likely not have a material effect on the
Partnership or WNC.
11
Local Limited Partnerships
Status of Readiness
WNC is in the process of obtaining year 2000 certifications from each Local
General Partner of each Local Limited Partnership. Those certifications will
represent to the Partnership that the IT and non-IT systems critical to the
operation of the Housing Complexes and investor reporting to the Partnership are
year 2000 compliant. These certifications will also represent to the Partnership
that the IT and non-IT systems of property management companies, independent
accountants, electrical power providers, financial institutions and
telecommunications carriers used by the Local Limited Partnership are year 2000
compliant.
There can be no assurance that the representations in the certifications will be
correct. There also can be no assurance that the systems of other,
less-important service providers and outside vendors, upon which the Local
Limited Partnerships rely, will be year 2000 compliant.
Costs to Address Year 2000 Issues
There will be no cost to the Partnership as a result of assessing year 2000
issues for the Local Limited Partnerships. The cost to deal with potential year
2000 issues of the Local Limited Partnerships cannot be estimated at this time.
Risk of Year 2000 Issues
There may be Local General Partners who indicate that they or their property
management company are not year 2000 compliant and do not have plans to become
year 2000 compliant before the end of 1999. There may be other Local General
Partners who are unwilling to respond to the certification request. The most
likely result of either non-compliance or failure to respond will be the removal
and replacement of the property management company and/or the Local General
Partner with year 2000 compliant operators.
Despite the efforts to obtain certifications, there can be no assurance that the
Partnership will be unaffected by year 2000 issues. The most reasonable and
likely result from non-year 2000 compliance will be the disruption of normal
business operations for the Local Limited Partnerships, including but not
limited to the possible failure to properly collect rents and meet their
obligations in a timely manner. This disruption would, in turn, lead to delays
by the Local Limited Partnerships in performing reporting and fiduciary
responsibilities on behalf of the Partnership. The worst-case scenario would
include the initiation of foreclosure proceedings on the property by mortgage
debt holders. Under these circumstances, WNC or its affiliates will take actions
necessary to minimize the risk of foreclosure, including the removal and
replacement of a Local General Partner by the Partnership. These delays would
likely be temporary and would likely not have a material effect on the
Partnership or WNC.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
NOT APPLICABLE
Item 8. Financial Statements and Supplementary Data
12
Report of Independent Certified Public Accountants
To the Partners
WNC California Housing Tax Credits III, L.P.
We have audited the accompanying balance sheets of WNC California Housing Tax
Credits III, L.P. (a California Limited Partnership) (the "Partnership") as of
March 31, 1999 and December 31, 1998, and the related statements of operations,
partners' equity (deficit) and cash flows for the three months ended March 31,
1999 and the year ended December 31, 1998. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits. A significant
portion of the financial statements of the limited partnerships in which the
Partnership is a limited partner were audited by other auditors whose reports
have been furnished to us. As discussed in Note 2 to the financial statements,
the Partnership accounts for its investments in limited partnerships using the
equity method. The portion of the Partnership's investments in limited
partnerships audited by other auditors represented 78% of the total assets of
the Partnership at March 31, 1999 and December 31, 1998. Our opinion, insofar as
it relates to the amounts included in the financial statements for the limited
partnerships which were audited by others, is based solely on the reports of the
other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of WNC California Housing Tax Credits III, L.P. (a
California Limited Partnership) as of March 31, 1999 and December 31, 1998, and
the results of its operations and its cash flows for the three months ended
March 31, 1999 and the year ended December 31, 1998, in conformity with
generally accepted accounting principles.
BDO SEIDMAN, LLP
Orange County, California
July 12, 1999
13
INDEPENDENT AUDITORS' REPORT
To the Partners
WNC California Housing Tax Credits III, L.P.
We have audited the accompanying balance sheet of WNC California Housing Tax
Credits III, L.P. (a California Limited Partnership) (the "Partnership") as of
December 31, 1997, and the related statements of operations, partners' equity
(deficit) and cash flows for each of the years in the two-year period ended
December 31, 1997. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit. We did not audit the financial
statements of the limited partnerships in which WNC California Housing Tax
Credits III, L.P. is a limited partner. These investments, as discussed in Note
2 to the financial statements, are accounted for by the equity method. The
investments in these limited partnerships represented 88% of the total assets of
WNC California Housing Tax Credits II, L.P. at December 31, 1997. Substantially
all of the financial statements of the limited partnerships were audited by
other auditors whose reports have been furnished to us, and our opinion, insofar
as it relates to the amounts included for those limited partnerships, is based
solely on the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of WNC California Housing Tax Credits III, L.P. (a
California Limited Partnership) as of December 31, 1997, and the results of its
operations and its cash flows for each of the years in the two-year period ended
December 31, 1997, in conformity with generally accepted accounting principles.
CORBIN & WERTZ
Irvine, California
April 6, 1998
14
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
BALANCE SHEETS
March 31 December 31
------------------------------ ------------------------------
1999 1998 1998 1997
---- ---- ---- ----
ASSETS (Unaudited)
Cash and cash equivalents $ 509,695 $ 563,949 $ 561,751 $ 1,451,071
Investments in limited partnerships, net
(Note 2) 9,164,197 10,137,867 9,415,032 10,400,720
Other assets - - - 2,242
--------- ---------- --------- ----------
$ 9,673,892 $ 10,701,816 $ 9,976,783 $ 11,854,033
========= ========== ========= ==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Payables to limited partnerships (Note 4) $ 16,836 $ 16,836 $ 16,836 $ 16,836
Accrued fees and expenses due to General 552,257 416,586 561,391 370,223
Partner and affiliates (Note 3)
Due to limited partners (Note 5) - - - 900,000
--------- ---------- --------- ----------
Total liabilities 569,093 433,422 578,227 1,287,059
--------- ---------- --------- ----------
Commitments and contingencies
Partners' equity (deficit):
General partner (79,083) (67,447) (76,145) (64,461)
Limited partners (30,000 units
authorized; 18,000 units issued and
outstanding) 9,183,882 10,335,841 9,474,701 10,631,435
--------- ---------- --------- ----------
Total partners' equity 9,104,799 10,268,394 9,398,556 10,566,974
--------- ---------- --------- ----------
$ 9,673,892 $ 10,701,816 $ 9,976,783 $ 11,854,033
========= ========== ========= ==========
See accompanying notes to financial statements
15
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three Months Ended
March 31 For the Years Ended December 31
---------------------------- -------------------------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(Unaudited)
Interest income $ 5,154 $ 9,889 $ 26,577 $ 57,279 $ 74,947
Operating expenses:
Amortization (Note 2) 15,116 15,116 60,464 58,596 57,933
Asset management fees (Note 3) 46,542 46,542 186,167 186,166 186,422
Bad debt expense - 500 - - 8,680
Other 7,557 1,774 29,577 18,093 19,635
---------- ---------- ---------- ---------- ----------
Total operating expenses 69,215 63,932 276,208 262,855 272,670
---------- ---------- ---------- ---------- ----------
Loss from operations (64,061) (54,043) (249,631) (205,576) (197,723)
Equity in losses of limited
partnerships (Note 2) (229,696) (244,537) (918,787) (1,028,617) (1,132,216)
---------- ---------- ---------- ---------- ----------
Net loss $ (293,757) $ (298,580) $ (1,168,418) $ (1,234,193) $ (1,329,939)
========== ========== ========== ========== ==========
Net loss allocated to:
General partner $ (2,938) $ (2,986) $ (11,684) $ (12,342) $ (13,300)
========== ========== ========== ========== ==========
Limited partners $ (290,819) $ (295,594) $ (1,156,734) $ (1,221,851) $ (1,316,639)
========== ========== ========== ========== ==========
Net loss per limited partner unit $ (16.16) $ (16.42) $ (64.26) $ (67.88) $ (73.15)
========== ========== ========== ========== ==========
Outstanding weighted limited
partner units 18,000 18,000 18,000 18,000 18,000
========== ========== ========== ========== ==========
See accompanying notes to financial statements
16
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998, 1997 and 1996
General Limited
Partner Partners Total
------- -------- -----
Partners' equity (deficit)
at January 1, 1996 $ (38,553) $ 14,096,223 $ 14,057,670
Offering costs (266) (26,298) (26,564)
Net loss (13,300) (1,316,639) (1,329,939)
--------- ---------- ----------
Partners' equity (deficit)
at December 31, 1996 (52,119) 12,753,286 12,701,167
Return of capital (Note 5) - (900,000) (900,000)
Net loss (12,342) (1,221,851) (1,234,193)
--------- ---------- ----------
Partners' equity (deficit)
at December 31, 1997 (64,461) 10,631,435 10,566,974
Net loss (11,684) (1,156,734) (1,168,418)
--------- ---------- ----------
Partners' equity (deficit)
at December 31, 1998 (76,145) 9,474,701 9,398,556
Net loss (2,938) (290,819) (293,757)
--------- ---------- ----------
Partners' equity (deficit)
at March 31, 1999 $ (79,083) $ 9,183,882 $ 9,104,799
========= ========== ==========
See accompanying notes to financial statements
17
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For the Three Months Ended
March 31 For the Years Ended December 31
---------------------------- -------------------------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
Unaudited)
Cash flows from operating activities:
Net loss $ (293,757) $ (298,580) $ (1,168,418) $ (1,234,193) $ (1,329,939)
Adjustments to reconcile net loss to
net cash (used in) provided by
operating activities:
Amortization 15,116 15,116 60,464 58,596 57,933
Bad debt - - - - 8,680
Equity in loss of limited
partnerships 229,696 244,537 918,787 1,028,617 1,132,216
Change in other assets - 2,242 2,242 3,177 (5,419)
Change in accrued fees and
expenses due to General
Partner and affiliates (9,134) 46,363 191,168 136,843 (6,808)
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in)
operating activities (58,079) 9,678 4,243 (6,960) (143,337)
------------ ------------ ------------ ------------ ------------
Cash flows from investing activities:
Investments in limited
partnerships, net - - - - (220,733)
Capitalized acquisition costs and
fees - - - (55,994) (33,906)
Distributions from limited
partnerships 6,023 3,200 6,437 15,989 6,376
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in)
investing activities 6,023 3,200 6,437 (40,005) (248,263)
------------ ------------ ------------ ------------ ------------
Cash flows from financing activities
Return of capital - (900,000) (900,000) - -
Offering costs - - - - (26,564)
------------ ------------ ------------ ------------ ------------
Net cash used in financing
activities - (900,000) (900,000) - (26,564)
------------ ------------ ------------ ------------ ------------
Net decrease in cash and cash
equivalents (52,056) (887,122) (889,320) (46,965) (418,164)
Cash and cash equivalents, beginning
of year 561,751 1,451,071 1,451,071 1,498,036 1,916,200
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents, end of $ 509,695 $ 563,949 $ 561,751 $ 1,451,071 $ 1,498,036
year ============ ============ ============ ============ ============
See accompanying notes to financial statements
18
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS - CONTINUED
For the Three Months Ended
March 31 For the Years Ended December 31
---------------------------- -------------------------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(Unaudited)
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW
INFORMATION:
Taxes paid $ - $ - $ 800 $ 800 $ 800
=========== ============ =========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITY:
During 1996, the Partnership had $422,205 of investments in limited
partnerships returned through tax credit adjustments reflected as a
reduction in the payables to limited partnerships.
During 1996, the Partnership adjusted offering costs and accrued fees and
expenses due to General Partner and affiliates by $(26,564).
See accompanying notes to financial statements
19
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
WNC California Housing Tax Credits III, L.P. a California Limited Partnership
(the "Partnership"), was formed on October 5, 1992 under the laws of the state
of California and began operations on July 19, 1993. The Partnership was formed
to invest primarily in other limited partnerships (the "Local Limited
Partnerships") which own and operate multi-family housing complexes (the
"Housing Complex") that are eligible for low income housing credits. The local
general partners (the "Local General Partners") of each Local Limited
Partnership retain responsibility for maintaining, operating and managing the
Housing Complex.
The general partner is WNC Tax Credit Partners III, L.P. (the "General
Partner"). WNC & Associates, Inc. ("WNC") is the general partner of WNC Tax
Credit Partners III, L.P. Wilfred N. Cooper Sr., through the Cooper Revocable
Trust owns 66.8% of the outstanding stock of WNC. John B. Lester, Jr. was the
original limited partner of the Partnership and owns, through the Lester Family
Trust, 28.6% of the outstanding stock of WNC.
The Partnership shall continue in full force and effect until December 31, 2050
unless terminated prior to that date pursuant to the partnership agreement or
law.
The financial statements include only activity relating to the business of the
Partnership, and do not give effect to any assets that the partners may have
outside of their interests in the Partnership, or to any obligations, including
income taxes, of the partners.
The Partnership Agreement authorized the sale of up to 30,000 units at $1,000
per Unit ("Units"). The offering of Units concluded in July 1994 at which time
17,990 Units, representing subscriptions in the amount of $17,990,000, had been
accepted. During 1995, an additional 10 units amounting to $10,000 was collected
on subscriptions accepted and previously deemed uncollectible. The General
Partner has a 1% interest in operating profits and losses, taxable income and
losses, cash available for distribution from the Partnership and tax credits of
the Partnership. The limited partners will be allocated the remaining 99% of
these items in proportion to their respective investments.
After the limited partners have received proceeds from a sale or refinancing
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement) and the General Partner has received proceeds
equal to its capital contribution and a subordinated disposition fee (as
described in Note 3) from the remainder, any additional sale or refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.
Change in Reporting Year End
The Partnership has elected to change its year end for financial reporting
purposes from December 31 to March 31. All financial information reflected in
the financial statements and related footnotes has been adjusted for this change
in year end except for the combined condensed financial information relating to
the Local Limited Partnerships included in Note 2.
Due to the change in year end, unaudited financial information as of and for the
three months ended March 31, 1998 is included in the financial statements for
comparative purposes only. The financial statements as of and for the three
months ended March 31, 1998 are unaudited but include all adjustments
(consisting of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of financial position and results of
operations of the Partnership for the interim period.
20
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS -CONTINUED
For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Risks and Uncertainties
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local Partners; limitations on subsidy programs; and possible changes
in applicable regulations. The Housing Complexes are or will be subject to
mortgage indebtedness. If a Local Limited Partnership does not make its mortgage
payments, the lender could foreclose resulting in a loss of the Housing Complex
and low income housing credits. As a limited partner of the Local Limited
Partnerships, the Partnership will have very limited rights with respect to
management of the Local Limited Partnerships, and will rely totally on the Local
General Partners of the Local Limited Partnerships for management of the Local
Limited Partnerships. The value of the Partnership's investments will be subject
to changes in national and local economic conditions, including unemployment
conditions, which could adversely impact vacancy levels, rental payment defaults
and operating expenses. This, in turn, could substantially increase the risk of
operating losses for the Housing Complexes and the Partnership. In addition,
each Local Limited Partnership is subject to risks relating to environmental
hazards and natural disasters which might be uninsurable. Because the
Partnership's operations will depend on these and other factors beyond the
control of the General Partner and the Local General Partners, there can be no
assurance that the anticipated low income housing credits will be available to
Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.
Method of Accounting For Investments in Limited Partnerships
The Partnership accounts for its investments in limited partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are consistent with those of the Partnership. Costs incurred by the
Partnership in acquiring the investments are capitalized as part of the
investment account and are being amortized over 30 years (see Note 2).
Losses from limited partnerships for the years ended December 31, 1998, 1997 and
1996 have been recorded by the Partnership based on reported results provided by
the Local Limited Partnerships. Losses from limited partnerships for the three
months ended March 31, 1999 and 1998 have been estimated by management of the
Partnership. Losses from Local Limited Partnerships allocated to the Partnership
are not recognized to the extent that the investment balance would be adjusted
below zero.
21
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS -CONTINUED
For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Offering Expenses
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with selling limited
partnership interests in the Partnership. The General Partner is obligated to
pay all offering and organization costs in excess of 15% (including sales
commissions) of the total offering proceeds. Offering expenses are reflected as
a reduction of partners' capital and amounted to $2,366,564 at the end of all
periods presented.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could materially differ from those estimates.
Cash and Cash Equivalents
The Partnership considers highly liquid investments with remaining maturities
of three months or less when purchased to be cash equivalents. As of March 31,
1999 and December 31, 1998 and 1997, the Partnership had cash equivalents of
$0, $0 and $942,685, respectively.
Concentration of Credit Risk
At March 31, 1999, the Partnership maintained a cash balance at a certain
financial institution in excess of the maximum federally insured amounts.
Net Loss Per Limited Partner Unit
Net loss per limited partnership unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution and is computed by dividing loss available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net income per unit is not required.
Reporting Comprehensive Income
In June 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 130, Reporting Comprehensive Income. This statement establishes
standards for reporting the components of comprehensive income and requires
that all items that are required to be recognized under accounting standards as
components of comprehensive income be included in a financial statement that is
displayed with the same prominence as other financial statements. Comprehensive
income includes net income as well as certain items that are reported directly
within a separate component of partners' equity and bypass net income. The
Partnership adopted the provisions of this statement in 1998. For the periods
presented, the Partnership has no elements of other comprehensive income, as
defined by SFAS No. 130.
22
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS -CONTINUED
For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
As of the periods presented, the Partnership had acquired limited partnership
interests in eighteen Local Limited Partnerships, each of which owns one
Housing Complex consisting of an aggregate of 635 apartment units. The
respective general partners of the Local Limited Partnerships manage the
day-to-day operations of the entities. Significant Local Limited Partnership
business decisions require approval from the Partnership. The Partnership, as a
limited partner, is generally entitled to 99%, as specified in the Local
Limited Partnership agreements, of the operating profits and losses, taxable
income and losses and tax credits of the Limited Partnerships.
The Partnership's investments in Local Limited Partnerships as shown in the
balance sheets at December 31, 1998 and 1997 are approximately $1,602,000 and
$1,640,000 greater than the Partnership's equity as shown in the Local Limited
Partnerships' financial statements. This difference is primarily due to
unrecorded losses, as discussed below, acquisition, selection and other costs
related to the acquisition of the investments which have been capitalized in
the Partnership's investment account and to capital contributions payable to
the limited partnerships which were netted against partner capital in the Local
Limited Partnership's financial statements (see Note 4).
Equity in losses of the Local Limited Partnerships is recognized in the
financial statements until the related investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are
not recognized. If the Local Limited Partnerships report net income in future
years, the Partnership will resume applying the equity method only after its
share of such net income equals the share of net losses not recognized during
the period(s) the equity method was suspended.
Distributions received by limited partners are accounted for as a reduction of
the investment balance. Distributions received after the investment has reached
zero are recognized as income.
At March 31, 1999, the investment accounts in certain Local Limited
Partnerships have reached a zero balance. Consequently, a portion of the
Partnership's estimate of its share of losses for the three month period ended
March 31, 1999 amounting to approximately $7,306 have not been recognized. The
Partnership's share of losses during the years ended December 31, 1998 and 1997
amounting to approximately $29,226 and $15,327, respectively, have not been
recognized. As of March 31, 1999, the aggregate share of net losses not
recognized by the Partnership amounted to $51,859.
Following is a summary of the equity method activity of the investments in
Local Limited Partnerships for periods presented:
For the Three
Months Ended For the Years Ended
March 31 December 31
---------------- -----------------------------------
1999 1998 1997
---- ---- ----
Investments per balance sheet, beginning of period $ 9,415,032 $ 10,400,720 $ 11,447,928
Capitalized acquisition fees and costs - - 55,994
Distributions received (6,023) (6,437) (15,989)
Equity in losses of limited partnerships (229,696) (918,787) (1,028,617)
Amortization of paid acquisition fees and costs (15,116) (60,464) (58,596)
--------- ---------- ----------
Investments per balance sheet, end of period $ 9,164,197 $ 9,415,032 $ 10,400,720
========= ========== ==========
23
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS -CONTINUED
For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
The financial information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest subsidies are generally netted against
interest expense. Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the years then ended is as follows:
COMBINED CONDENSED BALANCE SHEETS
1998 1997
---- ----
ASSETS
Buildings and improvements,
net of accumulated depreciation for 1998
and 1997 of $5,360,000 and $4,188,000,
respectively. $ 30,690,000 $ 31,657,000
Land 2,213,000 2,380,000
Other assets 1,958,000 1,746,000
---------- ----------
$ 34,861,000 $ 35,783,000
========== ==========
LIABILITIES
Mortgage and construction loans payable $ 24,587,000 $ 24,528,000
Other liabilities (including due to
related parties of $792,000 and
$715,000 as of December 31, 1998
and 1997, respectively. 1,453,000 1,495,000
---------- ----------
Total liabilities 26,040,000 26,023,000
---------- ----------
PARTNERS' CAPITAL
WNC California Housing Tax Credits III, L.P 7,813,000 8,761,000
Other partners 1,008,000 999,000
---------- ----------
8,821,000 9,760,000
---------- ----------
$ 34,861,000 $ 35,783,000
========== ==========
24
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS -CONTINUED
For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
COMBINED CONDENSED STATEMENTS OF OPERATIONS
1998 1997 1996
---- ---- ----
Revenues $ 2,901,000 $ 2,895,000 $ 2,786,000
Expenses:
Operating expenses 1,800,000 1,779,000 1,689,000
Interest expense 871,000 950,000 968,000
Depreciation and
amortization 1,188,000 1,220,000 1,273,000
---------- ---------- ----------
Total expenses 3,859,000 3,949,000 3,930,000
---------- ---------- ----------
Net loss $ (958,000) $ (1,054,000) $ (1,144,000)
========== ========== ==========
Net loss allocable
to the Partnership $ (948,000) $ (1,044,000) $ (1,132,000)
========== ========== ==========
Net loss recorded
by the Partnership $ (919,000) $ (1,029,000) $ (1,132,000)
========== ========== ==========
Certain Local Limited Partnerships have incurred significant operating losses
and have working capital deficiencies. In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership and/or the Local General Partner may be
required to sustain the operations of such Local Limited Partnerships. If
additional capital contributions are not made when they are required, the
Partnership's investment in certain of such Local Limited Partnerships could be
impaired.
NOTE 3 - RELATED PARTY TRANSACTIONS
Under the terms of the Partnership Agreement, the Partnership is obligated to
the General Partner or its affiliates for the following items:
Acquisition fees of up to 9% of the gross proceeds from the sale of
Units as compensation for services rendered in connection with the
acquisition of Local Limited Partnerships. At the end of all periods
presented, the Partnership incurred acquisition fees of $1,620,000.
Accumulated amortization of these capitalized costs was $270,524,
$257,025 and $203,029 as of March 31, 1999 and December 31, 1998 and
1997, respectively.
Reimbursement of costs incurred by the General Partner or an affiliate
in connection with the acquisition of Local Limited Partnerships. These
reimbursements have not exceeded 1.5% of the gross proceeds. As of the
end of all periods presented, the Partnership incurred acquisition
costs of $194,019, which have been included in investments in limited
partnerships. Accumulated amortization was $20,808, $19,191 and $12,723
as of March 31, 1999 and December 31, 1998 and 1997, respectively.
An annual management fee equal to 0.5% of the invested assets of the
Local Limited Partnerships, including the Partnership's allocable share
of the mortgages. Management fees of $46,542 were incurred during the
three months ended March 31, 1999 and $186,167, $186,166 and $186,422
were incurred for 1998, 1997 and 1996, respectively, of which, $53,350
was paid during the three months ended March 31, 1999 and $0, $50,000
and $200,000 were paid during 1998, 1997 and 1996, respectively.
25
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS -CONTINUED
For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 3 - RELATED PARTY TRANSACTIONS, continued
A subordinated disposition fee in an amount equal to 1% of the sales
price of real estate sold. Payment of this fee is subordinated to the
limited partners receiving a preferred return of 16% through December
31, 2003 and 6% thereafter (as defined in the Partnership Agreement)
and is payable only if the General Partner or its affiliates render
services in the sales effort.
The accrued fees and expenses due to General Partner and affiliates consist of
the following:
March 31 December 31
--------------- ---------------------------
1999 1998 1997
---- ---- ----
Reimbursement for expenses paid
by the General Partner
or an affiliate 3,363 5,690 688
Asset management fee payable $ 548,894 $ 555,701 $ 369,535
--------- --------- ---------
$ 552,257 $ 561,391 $ 370,223
========= ========= =========
The General Partner does not anticipate that these accrued fees will be paid in
full until such time as capital reserves are in excess of future foreseeable
working capital requirements of the Partnership.
NOTE 4 - PAYABLES TO LIMITED PARTNERSHIPS
Payables to limited partnerships represent amounts which are due at various
times based on conditions specified in the limited partnership agreements. These
contributions are payable in installments and are due upon the limited
partnerships achieving certain operating and development benchmarks (generally
within two years of the Partnership's initial investment).
NOTE 5 - DUE TO LIMITED PARTNERS
Due to limited partners at December 31, 1997, represents a return of capital to
Unit holders of $50 per Unit. Such amounts were paid in January 1998.
NOTE 6 - INCOME TAXES
No provision for income taxes has been recorded in the financial statements as
any liability for income taxes is the obligation of the partners of the
Partnership.
26
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
NOT APPLICABLE
PART III.
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or executive officers of its own. The following
biographical information is presented for the directors and executive officers
of Associates which has principal responsibility for the Partnership's affairs.
Directors and Executive Officers of WNC & Associates, Inc.
The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who serves
as Chairman of the Board, John B. Lester, Jr., David N. Shafer, Wilfred N.
Cooper, Jr. and Kay L. Cooper. The principal shareholders of WNC & Associates,
Inc. are trusts established by Wilfred N. Cooper, Sr. and John B. Lester, Jr.
Wilfred N. Cooper, Sr., age 68, is the founder, Chief Executive Officer and a
Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and a
general partner in some of the programs previously sponsored by the Sponsor. Mr.
Cooper has been involved in real estate investment and acquisition activities
since 1968. Previously, during 1970 and 1971, he was founder and principal of
Creative Equity Development Corporation, a predecessor of WNC & Associates,
Inc., and of Creative Equity Corporation, a real estate investment firm. For 12
years prior to that, Mr. Cooper was employed by Rockwell International
Corporation, last serving as its manager of housing and urban developments where
he had responsibility for factory-built housing evaluation and project
management in urban planning and development. Mr. Cooper is a Director of the
National Association of Home Builders (NAHB) and a National Trustee for NAHB's
Political Action Committee, a Director of the National Housing Conference (NHC)
and a member of NHC's Executive Committee and a Director of the National
Multi-Housing Council (NMHC). Mr. Cooper graduated from Pomona College in 1956
with a Bachelor of Arts degree.
John B. Lester, Jr., age 65, is President, a Director, Secretary and a member of
the Acquisition Committee of WNC & Associates, Inc., and a Director of WNC
Capital Corporation. Mr. Lester has 27 years of experience in engineering and
construction and has been involved in real estate investment and acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates, Inc., a provider
of engineering and construction services to the oil refinery and petrochemical
industries, which he co-founded in 1973. Mr. Lester graduated from the
University of Southern California in 1956 with a Bachelor of Science degree in
Mechanical Engineering.
Wilfred N. Cooper, Jr., age 36, is Executive Vice President, a Director and a
member of the Acquisition Committee of WNC & Associates, Inc. He is President
of, and a registered principal with, WNC Capital Corporation, a member firm of
the NASD, and is a Director of WNC Management, Inc. He has been involved in
investment and acquisition activities with respect to real estate since he
joined the Sponsor in 1988. Prior to this, he served as Government Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Advisory Board for LIHC Monthly Report, a Director of NMHC and an Alternate
Director of NAHB. He graduated from The American University in 1985 with a
Bachelor of Arts degree.
David N. Shafer, age 47, is Senior Vice President, a Director, General Counsel,
and a member of the Acquisition Committee of WNC & Associates, Inc., and a
Director and Secretary of WNC Management, Inc. Mr. Shafer has been involved in
real estate investment and acquisition activities since 1984. Prior to joining
the Sponsor in 1990, he was practicing law with a specialty in real estate and
taxation. Mr. Shafer is a Director and President of the California Council of
Affordable Housing and a member of the State Bar of California. Mr. Shafer
graduated from the University of California at Santa Barbara in 1978 with a
Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris
Doctor degree (cum laude) and from the University of San Diego in 1986 with a
Master of Law degree in Taxation.
27
Michael L. Dickenson, age 42, is Vice President and Chief Financial Officer, and
a member of the Acquisition Committee of WNC & Associates, Inc., and Chief
Financial Officer of WNC Management, Inc. He has been involved with acquisition
and investment activities with respect to real estate since 1985. Prior to
joining the Sponsor in March 1999, he was the Director of Financial Services at
TrizecHahn Centers Inc., a developer and operator of commercial real estate,
from 1995 to 1999, a Senior Manager with E&Y Kenneth Leventhal Real Estate
Group, Ernst & Young, LLP, from 1988 to 1995, and Vice President of Finance with
Great Southwest Companies, a commercial and residential real estate developer,
from 1985 to 1988. Mr. Dickenson is a member of the Financial Accounting
Standards Committee for the National Association of Real Estate Companies and
the American Institute of Certified Public Accountants, and a Director of
HomeAid Southern California, a charitable organization affiliated with the
building industry. He graduated from Texas Tech University in 1978 with a
Bachelor of Business Administration - Accounting degree, and is a Certified
Public Accountant in California and Texas.
Thomas J. Riha, age 44, is Vice President - Asset Management and a member of the
Acquisition Committee of WNC & Associates, Inc. and a Director and Chief
Executive Officer of WNC Management, Inc. Mr. Riha has been involved in
acquisition and investment activities with respect to real estate since 1979.
Prior to joining the Sponsor in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and management company, last serving as Vice
President - Operations. Mr. Riha graduated from the California State University,
Fullerton in 1977 with a Bachelor of Arts degree (cum laude) in Business
Administration with a concentration in Accounting and is a Certified Public
Accountant and a member of the American Institute of Certified Public
Accountants.
Sy P. Garban, age 53, is Vice President - National Sales of WNC & Associates,
Inc. and has been employed by the Sponsor since 1989. Mr. Garban has been
involved in real estate investment activities since 1978. Prior to joining the
Sponsor he served as Executive Vice President of MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.
N. Paul Buckland, age 36, is Vice President - Acquisitions of WNC & Associates,
Inc. He has been involved in real estate acquisitions and investments since 1986
and has been employed with WNC & Associates, Inc. since 1994. Prior to that, he
served on the development team of the Bixby Ranch that constructed apartment
units and Class A office space in California and neighboring states, and as a
land acquisition coordinator with Lincoln Property Company where he identified
and analyzed multi-family developments. Mr. Buckland graduated from California
State University, Fullerton in 1992 with a Bachelor of Science degree in
Business Finance.
David Turek, age 44, is Vice President - Originations of WNC & Associates, Inc.
He has been involved with real estate investment and finance activities since
1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995 to
1996, Mr. Turek served as a consultant for a national Tax Credit sponsor where
he was responsible for on-site feasibility studies and due diligence analyses of
Tax Credit properties. From 1990 to 1995, he was involved in the development of
conventional and tax credit multi-family housing. He is a Director with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.
Kay L. Cooper, age 62, is a Director of WNC & Associates, Inc. Mrs. Cooper was
the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until 1998. She is the wife of Wilfred N.
Cooper, Sr., the mother of Wilfred N. Cooper, Jr. and the sister of John B.
Lester, Jr. Ms. Cooper graduated from the University of Southern California in
1958 with a Bachelor of Science degree.
28
Item 11. Executive Compensation
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or its affiliates during the current or future years for the following
fees:
(a) Annual Asset Management Fee. An annual asset management fee in an amount
equal to 0.5% of the Invested Assets of the Partnership, as defined.
"Invested Assets" means the sum of the Partnership's Investment in Local
Limited Partnership Interests and the Partnership's allocable share of the
amount of the mortgage loans on and other debts related to, the Housing
Complexes owned by such Local Limited Partnerships. Fees of $46,542 and
$186,167 were incurred during the three months ended March 31, 1999 and the
year ended December 31, 1998, respectively. The Partnership paid the
General Partner or its affiliates $53,350 and $0 of those fees during the
three months ended March 31, 1999 and the year ended December 31, 1998,
respectively.
(b) Subordinated Disposition Fee. A subordinated disposition fee in an amount
equal to 1% of the sale price received in connection with the sale or
disposition of a Housing Complex or Local Limited Partnership Interest.
Subordinated disposition fees will be subordinated to the prior return of
the Limited Partners' capital contributions and payment of the Return on
Investment to the Limited Partners. "Return on Investment" means an annual,
cumulative but not compounded, "return" to the Limited Partners (including
Low Income Housing Credits) as a class on their adjusted capital
contributions commencing for each Limited Partner on the last day of the
calendar quarter during which the Limited Partner's capital contribution is
received by the Partnership, calculated at the following rates: (i) 16%
through December 31, 2003, and (ii) 6% for the balance of the Partnerships
term. No disposition fees have been paid.
(c) Operating Expense. The Partnership reimbursed the General Partner or its
affiliates for operating expenses of approximately $10,000 and $6,000
during the three months ended March 31, 1999 and the year ended December
31, 1998, respectively.
(d) Interest in Partnership. The General Partner receives 1% of the
Partnership's allocated Low Income Housing Credits, which approximated
$24,000 for the General Partner for the year ended December 31, 1998. The
General Partner is also entitled to receive 1% of cash distributions. There
were no distributions of cash to the General Partner during the three
months ended March 31, 1999 or the year ended December 31, 1998.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
No person is known to the General Partner to own beneficially in excess of
5% of the outstanding Units.
(b) Security Ownership of Management
Neither the General Partner, its affiliates, nor any of the officers or
directors of the General Partner or its affiliates own directly or
beneficially any Units in the Partnership.
(c) Changes in Control
The management and control of the General Partner may be changed at any
time in accordance with its organizational documents, without the consent
or approval of the Limited Partners. In addition, the Partnership Agreement
provides for the admission of one or more additional and successor General
Partners in certain circumstances.
29
First, with the consent of any other General Partners and a
majority-in-interest of the Limited Partners, any General Partner may
designate one or more persons to be successor or additional General
Partners. In addition, any General Partner may, without the consent of any
other General Partner or the Limited Partners, (i) substitute in its stead
as General Partner any entity which has, by merger, consolidation or
otherwise, acquired substantially all of its assets, stock or other
evidence of equity interest and continued its business, or (ii) cause to be
admitted to the Partnership an additional General Partner or Partners if it
deems such admission to be necessary or desirable so that the Partnership
will be classified a partnership for Federal income tax purposes. Finally,
a majority-in-interest of the Limited Partners may at any time remove the
General Partner of the Partnership and elect a successor General Partner.
Item 13. Certain Relationships and Related Transactions
The General Partner manages all of the Partnership's affairs. The transactions
with the General Partner are primarily in the form of fees paid by the
Partnership for services rendered to the Partnership and the General Partner's
interest in the Partnership, as discussed in Item 11 and in the notes to the
Partnership's financial statements.
30
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial statements included in Part II hereof:
Report of Independent Certified Public Accountants
Independent Auditors' Report
Balance Sheets, March 31, 1999 and 1998 (Unaudited) and December 31,
1998 and 1997
Statements of Operations for the three months ended March 31, 1999 and
1998 (Unaudited) and for the years ended December 31, 1998, 1997 and
1996
Statements of Partners' Equity (Deficit) for the three months ended
March 31, 1999 and for the years ended December 31, 1998, 1997
and 1996
Statements of Cash Flows for the three months ended March 31, 1999 and
1998 (Unaudited) and for the years ended December 31, 1998, 1997
and 1996
Notes to Financial Statements
(a)(2) Financial statement schedules included in Part IV hereof:
Report of Independent Certified Public Accountants on Financial State-
ment Schedules
Schedule III - Real Estate Owned by Local Limited Partnerships
(b) Reports on Form 8-K.
1. A Form 8-K dated May 13, 1999 was filed on May 14, 1999 reporting the
Partnership's change in fiscal year end to March 31. No financial
statements were included.
(c) Exhibits.
3.1 Agreement of Limited Partnership dated October 5, 1992; included as
Exhibit B to the Prospectus, which was filed as Exhibit 28.1 to Form
10-K for the year ended December 31, 1994 is hereby incorporated herein
as Exhibit 3.1.
10.1 Amended and Restated Agreement of Limited Partnership of Colonial Vill-
age Roseville (1) filed as exhibit 10.1 to Form 8-K/A Amendment
No. 1 to Current Report dated December 27, 1993 is hereby incorporated
herein by reference as exhibit 10.1.
10.2 Amended and Restated Agreement of Limited Partnership of Almond Garden
Apartment Associates filed as exhibit 10.2 to Form 8-K/A Amendment No.
1 to Current Report dated December 27, 1993 is hereby incorporated
herein by reference as exhibit 10.2.
10.3 Amended and Restated Agreement of Limited Partnership of Winters
Investment Group filed as exhibit 10.3 to Form 8-K/A Amendment No. 1 to
Current Report dated December 27, 1993 is hereby incorporated herein
by reference as exhibit 10.3.
10.4 Third Amended and Restate Articles of Limited Partnership of Buccaneer
Associates, Limited filed as exhibit 10.2 to Post-Effective Amendment
No. 2 to Form S-11 dated September 17, 1993 is hereby incorporated
herein by reference as exhibit 10.4.
10.5 Amended and Restated Agreement and Certificate of Limited Partnership
of Dallas County Housing, Ltd. filed as exhibit 10.3 to Post-Effective
Amendment No. 2 to Form S-11 dated September 17, 1993 is hereby
incorporated herein by reference as exhibit 10.5.
31
10.6 Amended and Restated Agreement of Limited Partnership of La Paloma Del
Sol Phase II Limited Partnership filed as exhibit 10.4 to Post-
Effective Amendment No. 2 to Form S-11 dated September 17, 1993 is
hereby incorporated herein by reference as exhibit 10.6.
10.7 Second Amended and Restated Agreement of Limited Partnership of Old
Fort Limited Partnership filed as exhibit 10.5 to Post-Effective Amend-
ment No. 2 to Form S-11 dated September 17, 1993 is hereby incorporated
herein by reference as exhibit 10.7.
10.8 Amended and Restated Agreement of Limited Partnership of Orosi Apart
ments, Ltd. filed as exhibit 10.6 to Post-Effective Amendment No. 2 to
Form S-11 dated September 17, 1993 is hereby incorporated herein by
reference as exhibit 10.8.
10.9 Amended and Restated Agreement of Limited Partnership of Sun Manor,
L.P. filed as exhibit 10.7 to Post-Effective Amendment No. 2 to Form
S-11 dated September 17, 1993 is hereby incorporated herein by refer-
ence as exhibit 10.9.
10.10 Amended and Restated Agreement of Limited Partnership of Venus Retire-
ment Village, Ltd. filed as exhibit 10.8 to Post-Effective Amendment
No. 2 to Form S-11 dated September 17, 1993 is hereby incorporated
herein by reference as exhibit 10.10.
10.11 Second Amended and Restated Agreement of Limited Partnership of
Walnut-Pixley, L.P. filed as exhibit 10.9 to Post-Effective Amend-
ment No. 2 to Form S-11 dated September 17, 1993 is hereby incorporated
herein by reference as exhibit 10.11.
10.12 Amended and estated Agreement of Limited Partnership of Almond View
Apartments, Ltd. filed as exhibit 10.11 to Form 10K dated December 31,
1993 is hereby incorporated herein by reference as exhibit 10.12.
10.13 Amended and Restated Agreement of Limited Partnership of Candleridge
Apartments of Perry, L.P. II filed as exhibit 10.1 to Form 8-K dated
May 26, 1994 is hereby incorporated herein by reference as exhibit
10.13.
10.14 Second Amended and Restated Agreement of Limited Partnership of Parlier
Garden Apts. filed as exhibit 10.2 to Form 8-K dated May 26, 1994 is
hereby incorporated herein by reference as exhibit 10.14.
10.15 Agreement of Limited Partnership of Rosewood Apartments Limited
Partnership filed as exhibit 10.3 to Form 8-K dated May 26, 1994 is
hereby incorporated herein by reference as exhibit 10.15.
10.16 Agreement of Limited Partnership of Limited Partnership of Nueva Sierra
Vista Associates filed as exhibit 10.4 to Form 8-K/A Amendment No. 1 to
Current Report dated May 26, 1994 is hereby incorporated herein by
reference as exhibit 10.16.
10.17 Amended and Restated Agreement of Limited Partnership of Memory Lane
Limited Partnership filed as exhibit 10.1 to Form 8-K dated July 7,
1994 is hereby incorporated herein by reference as exhibit 10.17.
10.18 Second Amended and Restated Agreement of Limited Partnership of Tahoe
Pines Apartments filed as exhibit 10.1 to Form 8-K dated July 27, 1994
is hereby incorporated herein by reference as exhibit 10.18.
21.1 Financial Statements of Colonial Village Roseville, for the years ended
December 31, 1998 and 1997 together with Independent auditors' report
thereon; a significant subsidiary of the partnership.
(d) Financial statement schedules follow, as set forth in subsection
(a)(2) hereof.
32
Report of Independent Certified Public Accountants on
Financial Statement Schedules
To the Partners
WNC California Housing Tax Credits III, L.P.
The audits referred to in our report dated July 12, 1999, relating to the 1999
and 1998 financial statements of WNC California Housing Tax Credits III, L.P.
(the "Partnership"), which is contained in Item 8 of this Form 10-K, included
the audit of the accompanying financial statement schedules. The financial
statement schedules are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statement schedules
based upon our audits.
In our opinion, such financial statement schedules present fairly, in all
material respects, the financial information set forth therein.
BDO SEIDMAN, LLP
Orange County, California
July 12, 1999
33
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
----------------------------------- ------------------------------------------------------
March 31, 1999 As of December 31, 1998
----------------------------------- ------------------------------------------------------
Total Investment Amount of Encumbrances of Net
in Local Limited Investment Paid Local Limited Property and Accumulated Book
Partnership Name Location Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
Almond Garden Apartment Delhi,
Associates California $ 391,000 $ 391,000 $ 1,394,000 $ 1,756,000 $ 318,000 $ 1,438,000
Almond View Apartments, Stockton,
Ltd. California 1,639,000 1,639,000 1,774,000 3,525,000 552,000 2,973,000
Buccaneer Associates, Fernandia
Limited Beach, Florida 365,000 365,000 1,482,000 2,218,000 298,000 1,920,000
Candleridge Apartments Perry, Iowa 126,000 126,000 705,000 878,000 136,000 742,000
of Perry L.P. II
Colonial Village Roseville,
Roseville Calfornia 2,811,000 2,811,000 2,128,000 5,285,000 791,000 4,494,000
Dallas County Orrville,
Housing, Ltd. Alabama 130,000 130,000 617,000 760,000 116,000 644,000
La Paloma del Sol Deming, New
Limited Partnership Mexico 254,000 254,000 1,438,000 1,762,000 228,000 1,534,000
Memory Lane Limited Yankton,
Partnership South Dakota 151,000 151,000 688,000 874,000 257,000 617,000
Nueva Sierra Vista Richgrove,
Associates California 1,688,000 1,688,000 1,805,000 3,253,000 293,000 2,960,000
Old Fort Highway Hidalgo, Texas 249,000 249,000 1,282,000 1,646,000 223,000 1,423,000
Limited Partnership
34
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
---------------------------------- ------------------------------------------------------
March 31, 1999 As of December 31, 1998
---------------------------------- ------------------------------------------------------
Total Investment Amount of Encumbrances of Net
in Local Limited Investment Paid Local Limited Property and Accumulated Book
Partnership Name Location Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
Orosi Apartments, Ltd. Orosi,
California 461,000 461,000 1,966,000 2,437,000 220,000 2,217,000
Parlier Garden Apts. Parlier,
California 453,000 453,000 1,715,000 2,187,000 265,000 1,922,000
Rosewood Apartments Superior,
Limited Partnership Wisconsin 185,000 168,000 518,000 767,000 96,000 671,000
Sun Manor, L.P. Itta Bena,
Mississippi 230,000 230,000 1,061,000 1,338,000 217,000 1,121,000
Tahoe Pines Apartments South Lake
Tahoe,
California 1,633,000 1,633,000 1,702,000 3,290,000 515,000 2,775,000
Venus Retirement Venus, Texas 161,000 161,000 728,000 929,000 174,000 755,000
Village, Ltd.
Walnut - Pixley, L.P. Orange,
California 1,078,000 1,078,000 1,742,000 2,766,000 401,000 2,365,000
Winters Investment Winters,
Group California 531,000 531,000 1,842,000 2,592,000 260,000 2,332,000
---------- ---------- ---------- ---------- --------- ----------
$ 12,536,000 $ 12,519,000 $ 24,587,000 $ 38,263,000 $ 5,360,000 $ 32,903,000
========== ========== ========== ========== ========= ==========
35
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
---------------------------------------------------------------------------
For the year ended December 31, 1998
---------------------------------------------------------------------------
Year Estimated Useful
Partnership Name Rental Income Net Loss Investment Acquired Status Life (Years)
- ---------------------------------------------------------------------------------------------------------------------
Almond Garden Apartment
Associates $ 155,000 $ (59,000) 1994 Completed 27.5
Almond View Apartments, Ltd. 185,000 (233,000) 1994 Completed 27.5
Buccaneer Associates, Limited 200,000 (34,000) 1994 Completed 40
Candleridge Apartments of Perry
L.P. II 139,000 (11,000) 1994 Completed 27.5
Colonial Village Roseville 380,000 (155,000) 1993 Completed 27.5
Dallas County Housing, Ltd. 62,000 (12,000) 1993 Completed 40
La Paloma del Sol Limited
Partnership 134,000 (11,000) 1993 Completed 40
Memory Lane Limited Partnership 65,000 (30,000) 1994 Completed 25
Nueva Sierra Vista Associates 141,000 (119,000) 1994 Completed 40
Old Fort Limited Partnership 163,000 (3,000) 1993 Completed 40
Orosi Apartments, Ltd. 184,000 (24,000) 1993 Completed 50
Parlier Garden Apts. 191,000 (28,000) 1994 Completed 40
Rosewood Apartments Limited
Partnership 71,000 (9,000) 1994 Completed 40
Sun Manor, L.P. 139,000 (15,000) 1993 Completed 27.5
Tahoe Pines Apartments 180,000 (101,000) 1994 Completed 27.5
Venus Retirement Village, Ltd. 83,000 (24,000) 1993 Completed 25
Walnut - Pixley, L.P. 136,000 (49,000) 1993 Completed 40
Winters Investment Group 185,000 (41,000) 1994 Completed 50
--------- ---------
$ 2,793,000 $ (958,000)
========= =========
36
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
-----------------------------------------------------------------------------------------
As of December 31, 1998
-----------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of Net
in Local Limited Investment Paid Local Limited Property and Accumulated Book
Partnership Name Location Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
Almond Garden Apartment Delhi,
Associates California $ 391,000 $ 391,000 $ 1,394,000 $ 1,756,000 $ 318,000 $ 1,438,000
Almond View Apartments, Stockton,
Ltd. California 1,639,000 1,639,000 1,774,000 3,525,000 552,000 2,973,000
Buccaneer Associates, Fernandia
Limited Beach, Florida 365,000 365,000 1,482,000 2,218,000 298,000 1,920,000
Candleridge Apartments Perry, Iowa 126,000 126,000 705,000 878,000 136,000 742,000
of Perry L.P. II
Colonial Village Roseville,
Roseville Calfornia 2,811,000 2,811,000 2,128,000 5,285,000 791,000 4,494,000
Dallas County Orrville,
Housing, Ltd. Alabama 130,000 130,000 617,000 760,000 116,000 644,000
La Paloma del Sol Deming, New
Limited Partnership Mexico 254,000 254,000 1,438,000 1,762,000 228,000 1,534,000
Memory Lane Limited Yankton,
Partnership South Dakota 151,000 151,000 688,000 874,000 257,000 617,000
Nueva Sierra Vista Richgrove,
Associates California 1,688,000 1,688,000 1,805,000 3,253,000 293,000 2,960,000
Old Fort Highway Hidalgo, Texas 249,000 249,000 1,282,000 1,646,000 223,000 1,423,000
Limited Partnership
37
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
------------------------------------------------------------------------------------------
As of December 31, 1998
------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of Net
in Local Limited Investment Paid Local Limited Property and Accumulated Book
Partnership Name Location Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
Orosi Apartments, Ltd. Orosi,
California 461,000 461,000 1,966,000 2,437,000 220,000 2,217,000
Parlier Garden Apts. Parlier,
California 453,000 453,000 1,715,000 2,187,000 265,000 1,922,000
Rosewood Apartments Superior,
Limited Partnership Wisconsin 185,000 168,000 518,000 767,000 96,000 671,000
Sun Manor, L.P. Itta Bena,
Mississippi 230,000 230,000 1,061,000 1,338,000 217,000 1,121,000
Tahoe Pines Apartments South Lake
Tahoe,
California 1,633,000 1,633,000 1,702,000 3,290,000 515,000 2,775,000
Venus Retirement Venus, Texas 161,000 161,000 728,000 929,000 174,000 755,000
Village, Ltd.
Walnut - Pixley, L.P. Orange,
California 1,078,000 1,078,000 1,742,000 2,766,000 401,000 2,365,000
Winters Investment Winters,
Group California 531,000 531,000 1,842,000 2,592,000 260,000 2,332,000
---------- ---------- ---------- ---------- --------- ----------
$ 12,536,000 $ 12,519,000 $ 24,587,000 $ 38,263,000 $ 5,360,000 $ 32,903,000
========== ========== ========== ========== ========= ==========
38
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
---------------------------------------------------------------------------
For the year ended December 31, 1998
---------------------------------------------------------------------------
Year Estimated Useful
Partnership Name Rental Income Net Loss Investment Acquired Status Life (Years)
- ---------------------------------------------------------------------------------------------------------------------
Almond Garden Apartment
Associates $ 155,000 $ (59,000) 1994 Completed 27.5
Almond View Apartments, Ltd. 185,000 (233,000) 1994 Completed 27.5
Buccaneer Associates, Limited 200,000 (34,000) 1994 Completed 40
Candleridge Apartments of Perry
L.P. II 139,000 (11,000) 1994 Completed 27.5
Colonial Village Roseville 380,000 (155,000) 1993 Completed 27.5
Dallas County Housing, Ltd. 62,000 (12,000) 1993 Completed 40
La Paloma del Sol Limited
Partnership 134,000 (11,000) 1993 Completed 40
Memory Lane Limited Partnership 65,000 (30,000) 1994 Completed 25
Nueva Sierra Vista Associates 141,000 (119,000) 1994 Completed 40
Old Fort Limited Partnership 163,000 (3,000) 1993 Completed 40
Orosi Apartments, Ltd. 184,000 (24,000) 1993 Completed 50
Parlier Garden Apts. 191,000 (28,000) 1994 Completed 40
Rosewood Apartments Limited
Partnership 71,000 (9,000) 1994 Completed 40
Sun Manor, L.P. 139,000 (15,000) 1993 Completed 27.5
Tahoe Pines Apartments 180,000 (101,000) 1994 Completed 27.5
Venus Retirement Village, Ltd. 83,000 (24,000) 1993 Completed 25
Walnut - Pixley, L.P. 136,000 (49,000) 1993 Completed 40
Winters Investment Group 185,000 (41,000) 1994 Completed 50
--------- ---------
$ 2,793,000 $ (958,000)
========= =========
39
Pursuant to the requirements of Section 13 or 15(d) 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.
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
By: WNC California Tax Credit Partners III, L.P.
General Partner of the Registrant
By: WNC & Associates, Inc.
General Partner of WNC California Tax Credit Partners III, L.P.
By: /s/ John B. Lester, Jr.
John B. Lester, Jr., President of WNC & Associates, Inc.
Date: July 27, 1999
By: /s/ Michael L. Dickenson
Michael L. Dickenson,
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
Date: July 27, 1999
By: /s/ Wilfred N. Cooper, Sr.
Wilfred N. Cooper, Sr., General Partner
Date: July 27, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By /s/ Wilfred N. Cooper, Sr.
Wilfred N. Cooper, Sr., Chairman of the Board of WNC & Associates, Inc.
Date: July 27, 1999
By: /s/ John B. Lester, Jr.
John B. Lester, Jr., Director of WNC & Associates, Inc.
Date July 27, 1999
By: /s/ David N. Shafer
David N Shafer, Director of WNC & Associates, Inc.
Date: July 27, 1999
40
Exhibit
Number Exhibit Description
EX-21.1 Financial Statements of Colonial Village Roseville, for the years
ended December 31, 1998 and 1997 together with Independent auditors'
report thereon; a significant subsidiary of the partnership.
41
Colonial Village Roseville
Table of Contents
Page
Independent Auditors' Report 43
Financial Statements
Balance Sheets 44
Statements of Operations 46
Statements of Changes in Partners Capital 50
Statements of Cash Flows 51
Notes to Financial Statements 53
42
INDEPENDENT AUDITOR'S REPORT
To the Partners
Colonial Village Roseville
(A California Limited Partnership)
Rocklin, California
I have audited the accompanying balance sheets of Colonial Village Roseville (A
California Limited Partnership), as of December 31, 1998 and 1997, and the
related statements of income, partners' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on these
financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Colonial Village Roseville (A
California Limited Partnership) as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
/s/ Bernard E. Rea, CPA
Stockton, California
March 31, 1999
43
COLONIAL VILLAGE ROSEVILLE
(A California Limited Partnership)
BALANCE SHEETS
December 31, 1998 and 1997
ASSETS 1998 1997
----- ----
CURRENT ASSETS
Cash $ 10,495 $ 20,644
Rents receivable - 773
Other receivables - -
Prepaid expense 2,909 2,662
--------- ---------
Total current assets 13,404 24,079
--------- ---------
RESTRICTED DEPOSITS AND FUNDED RESERVES
Tenants' security deposits $ 19,429 $ 18,935
Replacement reserve escrow 57,400 47,046
--------- ---------
$ 76,829 $ 65,981
--------- ---------
PROPERTY AND EQUIPMENT, AT COST
Land $ 315,303 $ 315,303
Building 4,802,723 4,795,583
Equipment 166,914 166,914
--------- ---------
$ 5,284,940 $ 5,277,800
Less accumulated depreciation 791,063 595,478
--------- ---------
$ 4,493,877 $ 4,682,322
--------- ---------
OTHER ASSETS
Deferred charges, less accumulated
amortization of $18,449 and $13,236 $ 114,973 $ 120,186
--------- ---------
$ 114,973 $ 120,186
--------- ---------
$ 4,699,083 $ 4,892,568
========= =========
See Notes to Financial Statements.
44
COLONIAL VILLAGE ROSEVILLE
(A California Limited Partnership)
BALANCE SHEETS
December 31, 1998 and 1997
LIABILITIES AND PARTNERS' EQUITY 1998 1997
---- ----
CURRENT LIABILITIES
Current maturities of long-term debt $ 25,309 $ 23,446
Accounts payable 11,462 8,572
Accrued expense 800 800
Accrued property taxes - -
Developer fees payable 24,500 -
Advances from general partner, without
interest, due date, or collateral 8,251 -
Accrued interest 13,604 13,753
--------- ---------
Total current liabilities $ 83,926 $ 46,571
--------- ---------
DEPOSIT AND PREPAYMENT LIABILITIES
Tenants' security deposits $ 19,239 $ 21,614
Prepaid rents - 280
--------- ---------
$ 19,239 $ 21,894
--------- ---------
LONG-TERM DEBT
Mortgage payable, less current maturities $ 2,103,030 $ 2,128,339
Developer fees payable 407,053 455,053
--------- ---------
$ 2,510,083 $ 2,583,392
--------- ---------
COMMITMENT
PARTNERS' EQUITY $ 2,085,835 $ 2,240,711
--------- ---------
$ 4,699,083 $ 4,892,568
========= =========
See Notes to Financial Statements.
45
COLONIAL VILLAGE ROSEVILLE
(A California Limited Partnership)
STATEMENTS OF INCOME
Years Ended December 31, 1998 and 1997
1998 1997
---- ----
RENTAL INCOME
Apartments $ 380,368 $ 386,950
Tenant assistance payments - -
Furniture and equipment - -
Commercial - -
Parking spaces - -
Subsidy income - -
Miscellaneous - -
-------- --------
Net rental revenue $ 380,368 $ 386,950
-------- --------
FINANCIAL REVENUE
Interest Income - project operations $ 1,990 $ 556
Income from investments - replacement reserve 1,020 916
Income from investments - operating reserve 138 337
Income from investments - miscellaneous - -
-------- --------
Sub-total financial revenue $ 3,148 $ 1,809
-------- --------
OTHER REVENUE
Laundry and vending $ 6,260 $ 7,140
NSF and late charges 1,050 1,950
Damage and cleaning fees 6,335 5,732
Forfeited tenant security deposits - -
Other revenue 1,384 1,496
-------- --------
Sub-total other revenue $ 15,029 $ 16,318
-------- --------
Total revenues $ 398,545 $ 405,077
-------- --------
See Notes to Financial Statements.
46
COLONIAL VILLAGE ROSEVILLE
(A California Limited Partnership)
STATEMENTS OF INCOME (CONTINUED)
Years Ended December 31, 1998 and 1997
1998 1997
----- ----
OPERATING EXPENSES
Renting expenses
Advertising $ 7,111 $ 14,294
Miscellaneous renting expenses 2,798 2,440
------- -------
Sub-total renting expenses $ 9,909 $ 16,734
------- -------
Administrative expenses
Office salaries $ 792 $ 196
Office supplies 4,835 2,629
Office rent - -
Management fee 17,729 19,414
Manager's salary 27,121 20,050
Manager rent free unit - 6,400
Legal expense 242 1,558
Audit expense 4,168 3,978
Bookkeeping / accounting services - -
Telephone and answering service 2,771 2,562
Bad debts 628 1,426
Miscellaneous administrative expenses 6,896 3,076
------- -------
Sub-total administrative expenses $ 65,182 $ 61,289
------- -------
Utilities expense
Fuel oil / coal $ - $ -
Electricity 6,377 5,488
Water 9,668 9,144
Gas 2,359 1,933
Sewer 15,636 15,500
------- -------
Sub-total utilities expense $ 34,040 $ 32,065
------- -------
See Notes to Financial Statements.
47
COLONIAL VILLAGE ROSEVILLE
(A California Limited Partnership)
STATEMENTS OF INCOME (CONTINUED)
Years Ended December 31, 1998 and 1997
1998 1997
---- ----
Operating and maintenance expense
Janitor and cleaning payroll $ - $ 33
Janitor and cleaning supplies 2,594 206
Janitor and cleaning contract 2,638 3,033
Exterminating payroll / contract 1,480 909
Exterminating supplies - -
Garbage and trash removal 8,174 11,037
Security payroll / contract - -
Grounds payroll 222 248
Grounds supplies 603 339
Grounds contract 5,903 6,800
Repairs payroll 18,758 15,358
Repairs material 4,472 3,990
Repairs contract 8,074 4,820
Elevator maintenance / contract - -
Heating / cooling repairs and maintenance 1,021 407
Swim pool maintenance / contract - -
Snow removal - -
Decorating payroll / contract 1,670 1,580
Decorating supplies 1,552 214
Vehicle and maintenance equipment o & r 153 112
Miscellaneous operating and maint. expenses 8,037 -
-------- --------
Sub-total operating & maint. expense $ 65,351 $ 49,086
-------- --------
Taxes and insurance
Real estate taxes $ 500 $ 862
Payroll taxes 4,710 3,220
Miscellaneous taxes, licenses, and permits 800 800
Property and liability insurance 3,632 3,737
Fidelity bond insurance - -
Workman's compensation 1,886 2,999
Health insurance and other employee benefits 2,533 1,628
Other insurance - -
-------- --------
Sub-total taxes & insurance $ 14,061 $ 13,246
-------- --------
Total operating expenses $ 188,543 $ 172,420
-------- --------
See Notes to Financial Statements.
48
COLONIAL VILLAGE ROSEVILLE
(A California Limited Partnership)
STATEMENTS OF INCOME (CONTINUED)
Years Ended December 31, 1998 and 1997
1998 1997
----- ----
OTHER EXPENSES
Interest expense - mortgage $ 164,080 $ 165,816
Interest expense - notes - -
Miscellaneous financial expense - -
Depreciation and amortization 200,798 208,818
Non project expenses - -
--------- ---------
Sub-total other expenses $ 364,878 $ 374,634
--------- ---------
Total expenses $ 553,421 $ 547,054
--------- ---------
Net income (loss) $ (154,876) $ (141,977)
========= =========
See Notes to Financial Statements.
49
COLONIAL VILLAGE ROSEVILLE
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
Years Ended December 31, 1998 and 1997
General Limited
Total Partner Partner
----- ------- -------
Partners' equity
December 31, 1996 $ 2,333,643 $ (4,777) $ 2,338,420
Partners' capital
contributions 54,045 54,045 - -
Partners' capital
distributions (5,000) - - (5,000)
Net income (loss) (141,977) (1,420) (140,557)
--------- --------- ---------
Partners' equity
December 31, 1997 $ 2,240,711 $ 47,848 $ 2,192,863
Partners' capital
contributions - - -
Partners' capital
distributions - - -
Net income (loss) (154,876) (1,549) (153,327)
--------- --------- ---------
Partners' equity
December 31, 1998 $ 2,085,835 $ 46,299 $ 2,039,536
========= ========= =========
Percentage at
December 31, 1998 100% 1% 99%
========= ========= =========
See Notes to Financial Statements.
50
COLONIAL VILLAGE ROSEVILLE
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1998 and 1997
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (154,876) $ (141,977)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 200,798 208,818
Change in assets and liabilities:
Decrease (increase) in:
Prepaid expenses (247) 163
Tenants' security deposits (494) (439)
Rents receivable 773 (573)
Other receivables - 199
Increase (decrease) in:
Accounts payable 2,890 8,572
Accrued expenses - (1,464)
Accrued interest (149) (139)
Accrued property taxes - (54,045)
Prepaid rents (280) 237
Tenants' security deposits (2,375) 535
--------- --------
Net cash provided by (used in)
operating activities $ 46,040 $ 19,887
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Funding of replacement reserve escrow $ (10,354) $ (17,715)
Withdrawals from replacement reserve escrow - -
Acquisition of property and equipment (7,140) -
--------- --------
Net cash provided by (used in)
investing activities $ (17,494) $ (17,715)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Partner contributions $ - $ 54,045
Partner distributions - (5,000)
Advances from general partner 8,251 -
Payment of development fees payable (23,500) (46,871)
Principal payments on long-term debt (23,446) (21,721)
--------- --------
Net cash provided by (used in)
financing activities $ (38,695) $ (19,547)
--------- --------
See Notes to Financial Statements.
51
COLONIAL VILLAGE ROSEVILLE
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS (CONTINUED)
Years Ended December 31, 1998 and 1997
1998 1997
---- ----
Increase (decrease) in cash and
cash equivalents (10,149) (17,375)
Cash and cash equivalents
Beginning 20,644 38,019
---------- ----------
Ending $ 10,495 $ 20,644
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the year for interest $ 164,229 $ 165,955
========== ==========
See Notes to Financial Statements.
52
COLONIAL VILLAGE ROSEVILLE
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Partnership's significant accounting policies consistent-
ly applied in the preparation of the accompanying financial state-
ments follows.
CAPITALIZATION AND DEPRECIATION
Land, buildings and improvements are recorded at cost. Depreciation of
buildings and equipment is computed principally using the Modified
Accelerated Cost Recovery System which approximates straight-line for
buildings and double-declining balance for equipment over the following
estimated useful lives:
Years
-----
Buildings 27.5
Equipment 7
Improvements are capitalized, while expenditures for maintenance and
repairs are charged to expense as incurred. Upon disposal of depreciable
property, the appropriate property accounts are reduced by the related
costs and accumulated depreciation. The resulting gains and losses are
reflected in the statement of operations.
CASH AND CASH EQUIVALENTS
For purposes of reporting the statements of cash flows, the Partnership
includes all cash accounts which are not subject to withdrawal
restrictions or penalties, and all highly liquid debt instruments
purchased with a maturity of three months or less as cash and cash
equivalents on the accompanying balance sheet.
AMORTIZATION
Deferred charges are amortized over the following estimated useful lives
using the straight-line method:
Years
-----
Deferred debt expense 30
Tax credit monitoring fee 15
INCOME TAXES
No provision or benefit for income taxes has been included in these
financial statements since taxable income or loss passes through to, and
is reportable by, the partners individually.
53
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
PERSONAL ASSETS AND LIABILITIES
In accordance with the generally accepted method of presenting partnership
financial statements, the financial statements do not include the personal
assets and liabilities of the partners, including their obligation for
income taxes on their distributive shares of the net income of the
Partnership, nor any provision for income tax expense.
NOTE 2 - ORGANIZATION
Colonial Village Roseville is a California Limited Partnership which was
formed in April 1993, to develop, construct, own, maintain and operate a
56-unit multi-family apartment complex and is located in the city of
Roseville, California. The Partnership Agreement and the loan agreement
with the California Community Reinvestment Corporation (CCRC), a
California nonprofit public benefit corporation governs the major
activities of the Partnership. Under the agreements, the Partnership is
required to provide low cost housing to very low-income or lower-income
households.
The Partnership has one general partners, Project Go Inc., a 501(c)(3) tax
exempt, non-profit community service organization and one investing
limited partner, WNC Housing Tax Credits III, L.P., a California limited
partnership. Partnership transactions with the partners are described in
other notes to these financial statements.
NOTE 3 - DEFERRED CHARGES
Deferred charges as of December 31, 1998 and 1997, consists of the
following:
1998 1997
---- ----
Deferred debt expense $ 110,462 $ 110,462
Tax credit monitoring fee 22,960 22,960
--------------- ---------------
$ 133,422 $ 133,422
Less accumulated amortization 18,449 13,236
--------------- ---------------
$ 114,973 $ 120,186
=============== ===============
54
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - RESTRICTED DEPOSITS AND FUNDED RESERVES
In accordance with the Partnership Agreement and the Rider to Multifamily
Instrument with CCRC, the Partnership is required to maintain a
replacement reserve account. The replacement reserve account is to be
funded annually in the amount of $16,800.
NOTE 5 - LONG-TERM DEBT
Long-Term debt consisted of a permanent loan with CCRC in face amount of
$2,200,000.
Under the terms of the 30-year Promissory Note with CCRC, the loan
provides for an initial interest rate of 7.67% and monthly payments of
$15,639.62 commencing on September 1, 1995, and continuing through August
2025. The interest rate and monthly payment will be adjusted at year
eleven (11) and year twenty-one (21), at which time the interest rate will
be adjusted based on the Current Index plus 2.75% and the payment will be
adjusted and determined by the amount of the monthly payment that would be
sufficient to repay the note within 360 months of the initial payment
date. As Of December 31, 1998, the current interest rate, and minimum
monthly payment due is 7.67% and $15,639.62, respectively.
The apartment complex is pledged as collateral for the mortgage and is
secured by deeds of trust, assignment of rents, security agreements and
fixture filings against the property.
Aggregate maturities of Long-term debt for the next five years are as
follows:
December 31, 1999 $ 25,309
2000 27,320
2001 29,491
2002 31,834
2003 34,364
Thereafter 1,980,021
----------
TOTAL $ 2,128,339
==========
NOTE 6 - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
DEVELOPER FEES
In accordance with the Partnership Agreement, the Partnership agreed to
pay the general partner a development fee of $648,000 for services
rendered to the Partnership for overseeing the development and
construction of the project. However, during 1995, $3,526, of this amount
was waived by the general partner in accordance with the limitations
imposed by the California Tax Credit Allocation Committee.
Payment of the development fee is to be paid from future operational cash
flows.
The developer fee has been capitalized into the basis of the building.
55
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - COMMITMENT
The Partnership entered into a Regulatory Agreement with the Tax Credit
Allocation Committee (TCAC), established under Section 50185 of the Health
and Safety Code of the State of California. Under this Agreement, the
Partnership shall maintain the project as a Qualified Low-income Housing
Project for a period of 55 consecutive taxable years beginning with 1995,
the first taxable year of the Credit Period. In exchange for this
agreement, TCAC has authorized an allocation relating to the low-income
housing credit under the provisions of Section 42 of the Internal Revenue
Code.
NOTE 8 - CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS
The Partnership's sole asset is Colonial Village Roseville Apartments. The
Partnership's operations are concentrated in the multifamily real estate
market.
56