FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 0-23908
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
California 33-053101
(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
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 ____ No __X__.
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
INDEX TO FORM 10-Q
For the Quarter Ended June 30, 2002
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
June 30, 2002 and March 31, 2002........................3
Statements of Operations
For the three months ended June 30, 2002 and 2001.......4
Statement of Partners' Equity (Deficit)
For the three months ended June 30, 2002................5
Statements of Cash Flows
For the three months ended June 30, 2002 and 2001.......6
Notes to Financial Statements.........................................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.....................12
Item 3. Quantitative and Qualitative Disclosures about Market Risks..14
Item 4. Submission of Matters to a Vote of Security Holders..........14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................14
Item 6. Exhibits and Reports on Form 8-K.............................14
Signatures ..........................................................15
Certification Pursuant To 18 U.S.C. Section 1350.....................16
2
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
BALANCE SHEETS
June 30, 2002 March 31, 2002
----------------------- -------------------
(unaudited)
ASSETS
Cash and cash equivalents $ 395,671 $ 413,336
Investments in limited partnerships, net (Note 2) 6,303,351 6,455,167
----------------------- -------------------
$ 6,699,022 $ 6,868,503
======================= ===================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Accrued fees and expenses due to
General Partner and affiliates (Note 3) $ 1,018,933 $ 994,710
Commitments and contingencies
Partners' equity (deficit):
General partner (113,330) (111,393)
Limited partners (30,000 units authorized;
18,000 units issued and outstanding) 5,793,419 5,985,186
----------------------- -------------------
Total partners' equity 5,680,089 5,873,793
----------------------- -------------------
$ 6,699,022 $ 6,868,503
======================= ===================
See accompanying notes to financial statements
3
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2002 and 2001
(unaudited)
2002 2001
------------------------------------ ----------------------------------
Three Months Three months
------------------------------------ ----------------------------------
Interest income $ 1,753 $ 3,663
------------------------------------ ----------------------------------
Operating expenses:
Amortization (Note 2) 15,116 14,718
Asset management fees (Note 3) 45,346 45,346
Legal and accounting 5,180 -
Other 3,232 800
------------------------------------ ----------------------------------
Total operating expenses 68,874 60,864
------------------------------------ ----------------------------------
Loss from operations (67,121) (57,201)
------------------------------------ ----------------------------------
Equity in losses of
limited partnerships (Note 2) (126,583) (187,401)
------------------------------------ ----------------------------------
Net loss $ (193,704) $ (244,602)
==================================== ==================================
Net loss allocated to:
General partner $ (1,937) $ (2,446)
==================================== ==================================
Limited partners $ (191,767) $ (242,156)
==================================== ==================================
Net loss per limited
partner unit $ (11) $ (13)
==================================== ==================================
Outstanding weighted limited
partner units 18,000 18,000
==================================== ==================================
See accompanying notes to financial statements
4
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
For the Three Months Ended June 30, 2002
(unaudited)
General Limited
Partner Partners Total
----------------- ---------------- ----------------
Partners' equity (deficit) at March 31, 2002 $ (111,393) $ 5,985,186 $ 5,873,793
Net loss (1,937) (191,767) (193,704)
----------------- ---------------- ----------------
Partners' equity (deficit) at June 30, 2002 $ (113,330) $ 5,793,419 $ 5,680,089
================= ================ ================
See accompanying notes to financial statements
5
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For the Three Months Ended June 30, 2002 and 2001
(unaudited)
2002 2001
------------------ ------------------
Cash flows from operating activities:
Net loss $ (193,704) $ (244,602)
Adjustments to reconcile net loss to
cash used in operating activities:
Amortization 15,116 14,718
Equity in losses of limited partnerships 126,583 187,401
Change in accrued fees and expenses due to
General Partner and affiliates 24,223 32,846
------------------ ------------------
Net cash used in operating activities (27,782) (9,637)
------------------ ------------------
Cash flows from investing activities:
Distributions from limited partnerships 10,117 12,898
------------------ ------------------
Net cash provided by investing activities 10,117 12,898
------------------ ------------------
Net increase (decrease) in cash and cash equivalents (17,665) 3,216
------------------ ------------------
Cash and cash equivalents, beginning of period 413,336 437,863
------------------ ------------------
Cash and cash equivalents, end of period $ 395,671 $ 441,124
================== ==================
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Taxes paid $ 800 $ 800
================== ==================
See accompanying notes to financial statements
6
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Quarter Ended June 30, 2002
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
General
- -------
The accompanying condensed unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
for quarterly reports under Section 13 or 15(d) of the Securities Exchange Act
of 1934. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three months
ended June 30, 2002 are not necessarily indicative of the results that may be
expected for the fiscal year ending March 31, 2003. For further information,
refer to the financial statements and footnotes thereto included in the
Partnership's annual report on Form 10-K for the fiscal year ended March 31,
2002.
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 of the Partnership is WNC Tax Credit Partners III, L.P. (the
"General Partner"). WNC & Associates, Inc. ("Associates") and Wilfred N. Cooper,
Sr. are the general partners of the General Partner. The chairman and president
own substantially all of the outstanding stock of Associates. The business of
the Partnership is conducted primarily through Associates as the Partnership has
no employees of its own.
The Partnership shall continue to be in full force and effect until December 31,
2037 unless terminated prior to that date pursuant to the partnership agreement
or law.
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 $10,000 was collected on subscriptions
accepted for 10 additional units 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 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.
7
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended June 30, 2002
(unaudited)
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).
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 accounting principles
generally accepted in the United States of America 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.
8
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended June 30, 2002
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- --------------------------------------------------------------
Cash and Cash Equivalents
- -------------------------
The Partnership considers highly liquid investments with remaining maturities of
three months or less when purchased to be cash equivalents. The Partnership had
no cash equivalents at the end of all periods presented.
Concentration of Credit Risk
- ----------------------------
At June 30, 2002, 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
- ------------------------------
The Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting
Comprehensive Income established standards for the reporting and display of
comprehensive income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
for all periods presented, as defined by SFAS No. 130.
New Accounting Pronouncement
- ----------------------------
In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"), which addresses accounting and financial reporting for the impairment or
disposal of long-lived assets. SFAS 144 is effective for fiscal years beginning
after December 15, 2001, and generally, is to be applied prospectively. SFAS 144
is not expected to have a material impact on the Partnership's financial
position or results of operations.
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's 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.
9
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended June 30, 2002
(unaudited)
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
- -------------------------------------------------------
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 would be recognized as income.
The following is a summary of the equity method activity of the investments in
Local Limited Partnerships for the periods presented.
For the Three For the Year
Months Ended Ended
June 30, 2002 March 31, 2002
------------------- -------------------
Investments per balance sheet, beginning of period $ 6,455,167 $ 7,329,890
Distributions received (10,117) (17,048)
Equity in losses of limited partnerships (126,583) (798,807)
Amortization of paid acquisition fees and costs (15,116) (58,868)
------------------- -------------------
Investments per balance sheet, end of period $ 6,303,351 $ 6,455,167
=================== ===================
Selected financial information for the three months ended June 30, 2002 and 2001
from the unaudited combined condensed financial statements of the limited
partnerships in which the Partnership has invested as follows:
COMBINED CONDENSED STATEMENTS OF OPERATIONS
2002 2001
---------------------- --------------------
Revenue $ 785,000 $ 760,000
---------------------- --------------------
Expenses:
Operating expenses 507,000 473,000
Interest expense 214,000 216,000
Depreciation and amortization 283,000 288,000
---------------------- --------------------
Total expenses 1,004,000 977,000
---------------------- --------------------
Net loss $ (219,000) $ (217,000)
====================== ====================
Net loss allocable to the Partnership $ (217,000) $ (216,000)
====================== ====================
Net loss recorded by the Partnership $ ( 127,000) $ (187,000)
====================== ====================
10
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended June 30, 2002
(unaudited)
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIP, continued
- -----------------------------------------------------
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 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, and
the loss and recapture of the related tax credits could occur.
NOTE 3 - RELATED PARTY TRANSACTIONS
- -----------------------------------
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 $45,346 were
incurred during each of the three months ended June 30, 2002 and 2001. The
Partnership paid the General Partner or its affiliates $25,000 of those
fees during the three months ended June 30, 2002 and $12,500 during the
three months ended June 30, 2001.
(b) Subordinated Disposition Fee. 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 June 30, 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:
June 30, 2002 March 31, 2002
---------------------- ----------------------
Reimbursement for expenses paid by the General
Partners and affiliates $ 5,538 $ 1,661
Asset management fee payable 1,013,395 993,049
---------------------- ----------------------
$ 1,018,933 $ 994,710
====================== ======================
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 - 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.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward Looking Statements
With the exception of the discussion regarding historical information,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other discussions elsewhere in this Form 10-Q contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties and other factors, which may involve known and unknown risks that
could cause actual results of operations to differ materially from those,
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events, which may not prove to be accurate.
Risks and uncertainties inherent in forward looking statements include, but are
not limited to, our future cash flows and ability to obtain sufficient
financing, level of operating expenses, conditions in the low income housing tax
credit property market and the economy in general, as well as legal proceedings.
Historical results are not necessarily indicative of the operating results for
any future period.
Subsequent written and oral forward looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by
cautionary statements in this Form 10-Q and in other reports we filed with the
Securities and Exchange Commission. The following discussion should be read in
conjunction with the condensed Financial Statements and the Notes thereto
included elsewhere in this filing.
The following discussion and analysis compares the results of operations for the
three months ended June 30, 2002 and 2001, and should be read in conjunction
with the condensed financial statements and accompanying notes included within
this report.
Financial Condition
The Partnership's assets at June 30, 2002 consisted primarily of $396,000 in
cash and aggregate investments in the eighteen Local Limited Partnerships of
$6,303,000. Liabilities at June 30, 2002 primarily consisted of $1,013,000 of
accrued asset management fees due to the General Partner.
Results of Operations
Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001.
The Partnership's net loss for the three months ended June 30, 2002 was
$(194,000), reflecting a decrease of $51,000 from the $(245,000) of net loss for
the three months ended June 30, 2001. The decline in net loss is primarily due
to a decrease in equity in losses of limited partnerships of $60,000 to
$(127,000) for the three months ended June 30, 2002 from $(187,000) for the
three months ended June 30, 2001. The decrease in equity in losses of limited
partnerships is due to the Partnership not recognizing certain losses of the
Local Limited Partnerships. The investments in such Local Limited Partnerships
had reached $0 at June 30, 2002. Since the Partnership's liability with respect
to its investments is limited, losses in excess of investment are not
recognized. The decrease in equity in losses of limited partnerships is offset
by an increase in loss from operations of $10,000 for the three months ended
June 30, 2002 to $(67,000) from $(57,000) for the three months ended June 30,
2001, due to a reduction of interest income and an increase in legal, accounting
and other operating expenses.
Cash Flows
Three months Ended June 30, 2002 Compared to Three months Ended June 30, 2001.
Net cash used during the three months ended June 30, 2002 was $(18,000) compared
to net cash provided for the three months ended June 30, 2001 of $3,000. The
change of $21,000 was primarily due to an increase in operating costs of $8,000
a decrease in interest income of $2,000 and a decrease in distributions from
limited partnerships of $3,000.
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations, continued
During the three months ended June 30, 2002 accrued payables, which consist
primarily of asset management fees to the General Partner or affiliates,
increased by $24,000. 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.
The Partnership expects its future cash flows, together with its net available
assets at June 30, 2002, to be sufficient to meet all currently foreseeable
future cash requirements.
13
Item 3. Quantitative and Qualitative Disclosures About Market Risks
NONE
Item 4. Submission of Matters to a Vote of Security Holders
The Consent Solicitation Statement dated June 1, 2002 was first sent
to the Limited Partners on or about June 1, 2002.
The General Partner has proposed that the Partnership cease
reproduction and mailing of quarterly and annual financial statements
to the Limited Partners, to reduce the expenses incurred by the
Partnership. The Partnership will continue to prepare quarterly and
annual financial statements so long as it is required to do so under
the Securities and Exchange Commission Act of 1934 and submit them to
the Securities and Exchange Commission. All votes were to be returned
to the General Partner by August 1, 2002 to be counted. The proposal
was approved by the Limited Partners and the results of the vote were
11,075 for the proposal, 1,303 against the proposal, and 215
abstentions.
Part II. Other Information
Item 1. Legal Proceedings
NONE
Item 6. Exhibits and Reports on Form 8-K
NONE
14
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
By: WNC California Tax Credit Partners III General Partner
By: WNC & Associates, Inc. General Partner
By: /s/ Wilfred N. Cooper, Jr.
---------------------------
Wilfred N. Cooper, Jr., President
Chief Operating Officer of WNC & Associates, Inc.
Date: July 31, 2002
By: /s/ Thomas J. Riha
-------------------
Thomas J. Riha, Vice-President
Chief Financial Officer of WNC & Associates, Inc.
Date: July 31, 2002
15
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of WNC California Housing
Tax Credits III, L.P. (the "Partnership") for the period ended June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), and pursuant to 18 U.S.C., section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, I, Wilfred N. Cooper, Sr.,
Chairman and Chief Executive Officer of WNC & Associates, Inc., general partner
[of the general partner] of the Partnership, hereby certify that:
1. The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the
Partnership.
/s/WILFRED N. COOPER, SR.
- -------------------------
Wilfred N. Cooper, Sr.
Chairman and Chief Executive Officer of WNC & Associates, Inc.
July 31, 2002
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of WNC California Housing
Tax Credits III, L.P. (the "Partnership") for the period ended June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), and pursuant to 18 U.S.C., section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, I, Thomas J. Riha, Chief
Financial Officer of WNC & Associates, Inc., general partner [of the general
partner] of the Partnership, hereby certify that:
1. The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the
Partnership.
/s/THOMAS J. RIHA
Thomas J. Riha
Chief Financial Officer of WNC & Associates, Inc.
July 31, 2002
16