Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 30, 2014
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to ____________
Commission File Number: 0-19217
American Tax Credit Properties III L.P.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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13-3545006
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(State or Other Jurisdiction of Organization)
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(I.R.S. Employer Incorporation or Identification No.)
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Richman Tax Credit Properties III L.P.
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340 Pemberwick Road
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Greenwich, Connecticut
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06831
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's Telephone Number, Including Area Code: (203) 869-0900
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes X No __
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes X No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller Reporting Company X
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X
As of February 9, 2015, there are 35,883 units of limited partnership interest outstanding.
AMERICAN TAX CREDIT PROPERTIES III L.P.
PART I - FINANCIAL INFORMATION
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Table of Contents
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Page | |
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Item 1.
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Financial Statements.
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Balance Sheets
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3 | |
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Statements of Operations and Comprehensive Income (Loss)
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4 | |
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Statements of Cash Flows
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5 | |
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Notes to Financial Statements
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7 | |
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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9
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Item 3.
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Quantitative and Qualitative Disclosure About Market Risk.
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12
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Item 4.
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Controls and Procedures.
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12
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2
AMERICAN TAX CREDIT PROPERTIES III L.P.
BALANCE SHEETS
(UNAUDITED)
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December 30,
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March 30,
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2014
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2014
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ASSETS
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Cash and liquid investments
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Cash and cash equivalents
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$ | 65,986 | $ | 115,513 | ||||
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Investment in Pemberwick Fund, a short duration bond fund
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228,683 | 472,181 | ||||||
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Total cash and liquid investments
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294,669 | 587,694 | ||||||
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Due from local partnerships
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52,000 | |||||||
| $ | 294,669 | $ | 639,694 | |||||
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LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
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Liabilities
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Accounts payable and accrued expenses
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$ | 25,438 | $ | 34,728 | ||||
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Payable to general partner and affiliates
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3,156,063 | 3,317,783 | ||||||
| 3,181,501 | 3,352,511 | |||||||
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Commitments and contingencies
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Partners' equity (deficit)
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General partner
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(2,778,451 | ) | (2,713,640 | ) | ||||
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Limited partners (35,883 units of limited partnership interest outstanding)
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(107,589 | ) | -- | |||||
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Accumulated other comprehensive income (loss)
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(792 | ) | 823 | |||||
| (2,886,832 | ) | (2,712,817 | ) | |||||
| $ | 294,669 | $ | 639,694 | |||||
See Notes to Financial Statements.
3
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
THREE AND NINE MONTH PERIODS ENDED DECEMBER 30, 2014 AND 2013
(UNAUDITED)
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Three Months
Ended
December 30,
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Nine Months
Ended
December 30,
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Three Months
Ended
December 30,
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Nine Months
Ended
December 30,
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2014
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2014
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2013
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2013
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REVENUE
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Interest
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$ | 1,286 | $ | 4,127 | $ | 2,762 | $ | 7,174 | ||||||||
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Other income from local partnerships
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12,062 | 44,392 | 4,338 | 34,168 | ||||||||||||
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TOTAL REVENUE
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13,348 | 48,519 | 7,100 | 41,342 | ||||||||||||
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EXPENSES
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Administration fees
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15,718 | 47,509 | 33,365 | 98,087 | ||||||||||||
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Management fees
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15,717 | 47,508 | 33,364 | 98,087 | ||||||||||||
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Professional fees
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11,071 | 36,365 | 11,112 | 36,889 | ||||||||||||
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Printing, postage and other
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3,034 | 11,521 | 6,559 | 12,268 | ||||||||||||
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TOTAL EXPENSES
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45,540 | 142,903 | 84,400 | 245,331 | ||||||||||||
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LOSS PRIOR TO GAIN ON SALE OF LIMITED PARTNER INTERESTS/ LOCAL PARTNERSHIP PROPERTIES
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(32,192 | ) | (94,384 | ) | (77,300 | ) | (203,989 | ) | ||||||||
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GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES
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30,660 | 30,660 | 49,810 | |||||||||||||
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NET LOSS
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(1,532 | ) | (63,724 | ) | (77,300 | ) | (154,179 | ) | ||||||||
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Other comprehensive loss - investment in Pemberwick Fund
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(1,696 | ) | (1,615 | ) | (63 | ) | (3,808 | ) | ||||||||
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COMPREHENSIVE LOSS
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$ | (3,228 | ) | $ | (65,339 | ) | $ | (77,363 | ) | $ | (157,987 | ) | ||||
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NET LOSS ATTRIBUTABLE TO
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General partner
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$ | (1,532 | ) | $ | (63,724 | ) | $ | (77,300 | ) | $ | (154,179 | ) | ||||
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Limited partners
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-- | -- | -- | -- | ||||||||||||
| $ | (1,532 | ) | $ | (63,724 | ) | $ | (77,300 | ) | $ | (154,179 | ) | |||||
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NET LOSS per unit of limited partnership interest (35,883 units of limited partnership interest)
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$ | -- | $ | -- | $ | -- | $ | -- | ||||||||
See Notes to Financial Statements.
4
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 30, 2014 AND 2013
(UNAUDITED)
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2014
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2013
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CASH FLOWS FROM OPERATING ACTIVITIES
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Interest received
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$ | 3,510 | $ | 6,458 | ||||
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Cash paid for
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Administration fees
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(127,251 | ) | (227,927 | ) | ||||
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Management fees
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(129,486 | ) | (129,474 | ) | ||||
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Professional fees
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(44,101 | ) | (63,723 | ) | ||||
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Printing, postage and other expenses
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(13,075 | ) | (15,978 | ) | ||||
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Net cash used in operating activities
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(310,403 | ) | (430,644 | ) | ||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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Proceeds in connection with sale of limited partner interests/local partnership properties
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30,660 | 49,810 | ||||||
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Investments in Pemberwick Fund
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(128,500 | ) | (6,303 | ) | ||||
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Redemptions from Pemberwick Fund
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371,000 | 289,000 | ||||||
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Distributions received from local partnerships
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96,392 | 34,168 | ||||||
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Net cash provided by investing activities
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369,552 | 366,675 | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Distributions to partners
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(108,676 | ) | ||||||
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Net cash used in financing activities
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(108,676 | ) | ||||||
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Net decrease in cash and cash equivalents
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(49,527 | ) | (63,969 | ) | ||||
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Cash and cash equivalents at beginning of period
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115,513 | 105,179 | ||||||
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CASH AND CASH EQUIVALENTS AT END OF PERIOD
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$ | 65,986 | $ | 41,210 | ||||
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SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
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Unrealized loss on investment in Pemberwick Fund
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$ | (1,615 | ) | $ | (3,808 | ) | ||
See reconciliation of net loss to net cash used in operating activities on page 6.
See Notes to Financial Statements.
5
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS - CONTINUED
NINE MONTHS ENDED DECEMBER 30, 2014 AND 2013
(UNAUDITED)
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2014
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2013
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RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
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Net loss
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$ | (63,724 | ) | $ | (154,179 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities
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Gain on sale of limited partner interests/local partnership properties
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(30,660 | ) | (49,810 | ) | ||||
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Gain on redemptions from Pemberwick Fund
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(617 | ) | (716 | ) | ||||
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Other income from local partnerships
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(44,392 | ) | (34,168 | ) | ||||
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Decrease in accounts payable and accrued expenses
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(9,290 | ) | (131,217 | ) | ||||
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Decrease in payable to general partner and affiliates
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(161,720 | ) | (60,554 | ) | ||||
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NET CASH USED IN OPERATING ACTIVITIES
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$ | (310,403 | ) | $ | (430,644 | ) | ||
See Notes to Financial Statements.
6
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 2014
(UNAUDITED)
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1.
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Basis of Presentation
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The accompanying unaudited financial statements of American Tax Credit Properties III L.P. (the “Partnership”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. They do not include all information and footnotes required by GAAP for complete financial statements. In the opinion of the general partner of the Partnership (the “General Partner”), the accompanying unaudited financial statements include all adjustments necessary to present fairly the financial position as of December 30, 2014 and the results of operations and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. The results of operations for the nine months ended December 30, 2014 are not necessarily indicative of the results that may be expected for the entire year.
Certain prior period balances have been reclassified to conform to the current period presentation.
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2.
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Investment in Local Partnerships
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The Partnership initially acquired limited partner equity interests (the “Local Partnership Interests”) in forty-three partnerships (the “Local Partnerships”) representing capital contributions in the aggregate amount of $29,384,966, which includes voluntary advances (the “Advances”) made to a certain Local Partnership and all of which has been paid. As of December 30, 2014, the Partnership holds a Local Partnership Interest in nine Local Partnerships (see discussion below regarding the sale of the Property owned by Sugar Cane Villas, Ltd. (“Sugar Cane Villas”). The Partnership has no legal obligation to fund any operating deficits of the Local Partnerships. The results of operations of the Local Partnerships are provided by the general partners of the Local Partnerships (the “Local General Partners”) on an unaudited basis during interim periods.
In the event the operations of a Local Partnership result in a loss, equity in loss of each investment in Local Partnership allocated to the Partnership is recognized to the extent of the Partnership’s investment balance in each Local Partnership. Equity in loss in excess of the Partnership’s investment balance in a Local Partnership is allocated to other partners’ capital in any such Local Partnership. As a result of cumulative equity losses and distributions, and the sales of certain Properties owned by the Local Partnerships and/or the Partnership’s Local Partnership Interests, the Partnership’s investment in local partnerships reached a zero balance during the year ended March 30, 2011.
During the nine months ended December 30, 2014, the Partnership sold its Local Partnership Interests in Union Valley Associates Limited Partnership and Waynesboro Apartments Limited Partnership to an affiliate of the Local General Partners of such Local Partnerships. Although the Partnership received no proceeds in connection with the sale, the Partnership received $20,000 for distributions that were due to the Partnership under the terms of the partnership agreements of such Local Partnerships. Such amount is included in other income from local partnerships in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2014. Such Local Partnerships have a common Local General Partner.
During the nine months ended December 30, 2014, the Property owned by Sugar Cane Villas was sold at a public sale; the Partnership received no proceeds in connection with the sale. The Local General Partner of Sugar Cane Villas reports that the mortgage lender, which also provided project based rental assistance to Sugar Cane Villas under the terms of a contract subject to annual renewals, did not renew the rental assistance upon expiration of the current contract, without which Sugar Cane Villas was unable to make the mandatory debt service payments required under the terms of its mortgages. Such non-renewal is permitted under the terms of the contract. As a result, the lender commenced a foreclosure action and the applicable jurisdiction issued a Final Judgment of Foreclosure. The Local General Partner of Sugar Cane Villas intends to dissolve Sugar Cane Villas as soon as possible.
7
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 30, 2014
(UNAUDITED)
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2.
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Investment in Local Partnerships (Continued)
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During the nine months ended December 30, 2014, the Partnership sold its Local Partnership Interests in Batesville Family, L.P., Lawrence Road Properties, Ltd. and Purvis Heights Properties, L.P. to an affiliate of the Local General Partner of such Local Partnerships for a total of $30,660; such amount is reflected as gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2014. In addition, the Partnership received $7,762 for distributions that were due to the Partnership under the terms of the partnership agreements of such Local Partnerships; such amount is included in other income from local partnerships in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2014. Such Local Partnerships have the same Local General Partner. The 99% Local Partnership Interests in such Local Partnerships were acquired along with American Tax Credit Properties II L.P. (“ATCP II”), an investment partnership whose general partner is an affiliate of the General Partner, whereby the Partnership owned 61.75%. ATCP II sold its interest in such Local Partnerships as part of the same transactions.
During the year ended March 30, 2014, Queen Lane Investors (“Queen Lane”) sold its underlying Property to its first mortgage lender under the terms of an Option to Purchase and Right of First Offer; the Partnership received no proceeds in connection with the sale. The 99% Local Partnership Interest in Queen Lane was acquired along with ATCP II (see discussion above), whereby the Partnership owned 48.5%; Queen Lane has since been dissolved.
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3.
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Investment in Pemberwick Fund
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The Partnership carries its investment in Pemberwick Fund, a short duration bond fund (“Pemberwick”) at estimated fair value. The fair value of the Partnership’s investment in Pemberwick is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements as defined in Accounting Standards Codification (“ASC”) Topic 820. Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access. Pemberwick’s net asset value (“NAV”) is $10.04 per share as of December 30, 2014. An unrealized loss of $792 is reflected as accumulated other comprehensive loss in the accompanying unaudited balance sheet as of December 30, 2014. The Partnership has earned $41,584 of interest revenue from the date of its initial investment in Pemberwick through December 30, 2014.
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4.
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Distributions to Partners
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During the nine months ended December 30, 2014, the Partnership made a distribution of approximately $3.00 per unit of limited partnership interest to unit holders of record as of June 27, 2014; such amount includes nonresident state withholding taxes of $30,994 paid on behalf of certain of the limited partners (the “Limited Partners”) in connection with gains recognized by a Local Partnership for the year ended December 31, 2013. The total distribution to the Limited Partners was $107,589; the distribution to the General Partner was $1,087.
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5.
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Additional Information
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Additional information, including the audited March 30, 2014 Financial Statements and the Organization, Purpose and Summary of Significant Accounting Policies, is included in the Partnership's Annual Report on Form 10-K for the fiscal year ended March 30, 2014 on file with the Securities and Exchange Commission.
8
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Material Changes in Financial Condition
As of December 30, 2014, American Tax Credit Properties III L.P. (the “Registrant”) has experienced a significant change in financial condition as compared to March 30, 2014 resulting primarily from the payment of deferred administration and management fees and distributions made to the partners (see discussion below). Principal changes in assets are comprised of periodic transactions and adjustments. Registrant owns a limited partner equity interest (the “Local Partnership Interests”) in partnerships (the “Local Partnerships”), which own low-income multifamily residential complexes (the “Properties”) that qualified for the low-income housing tax credit (the “Low-income Housing Tax Credit”) in accordance with Section 42 of the Internal Revenue Code. During the nine months ended December 30, 2014, Registrant received cash from the sale of certain Local Partnership Interests (see discussion below under Results of Operations and Local Partnership Matters), interest revenue, redemptions from Pemberwick Fund, a short duration bond fund (“Pemberwick”) and distributions from Local Partnerships, and utilized cash for operating expenses, investments in Pemberwick and distributions to the partners (see discussion below). Cash and cash equivalents and investment in Pemberwick decreased, in the aggregate, by approximately $293,000 during the nine months ended December 30, 2014 (which includes an unrealized loss on investment in Pemberwick of approximately $2,000). Payable to general partner and affiliates in the accompanying unaudited balance sheet as of December 30, 2014 represents deferred management and administration fees.
During the nine months ended December 30, 2014, Registrant made a distribution of approximately $3.00 per unit of limited partnership interest to unit holders of record as of June 27, 2014; such amount includes nonresident state withholding taxes of $30,994 paid on behalf of certain of the limited partners (the “Limited Partners”) in connection with gains recognized by a Local Partnership for the year ended December 31, 2013. The total distribution to the Limited Partners was $107,589; the distribution to the General Partner was $1,087.
Results of Operations
Registrant’s operating results are dependent, in part, upon the operating results of the Local Partnerships and are impacted by the Local Partnerships’ policies. In addition, the operating results herein are not necessarily the same for tax reporting. Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting. Accordingly, the investment is carried at cost and is adjusted for Registrant’s share of each Local Partnership’s results of operations and by cash distributions received. In the event the operations of a Local Partnership result in a loss, equity in loss of each investment in Local Partnership allocated to Registrant is recognized to the extent of Registrant’s investment balance in each Local Partnership. Equity in loss in excess of Registrant’s investment balance in a Local Partnership is allocated to other partners’ capital in any such Local Partnership. As a result of cumulative equity losses and distributions, and the sales of certain Properties and/or Registrant’s Local Partnership Interests, Registrant’s investment in local partnerships reached a zero balance during the year ended March 30, 2011.
Cumulative losses and cash distributions in excess of investment in local partnerships may result from a variety of circumstances, including a Local Partnership's accounting policies, subsidy structure, debt structure and operating deficits, among other things. Accordingly, cumulative losses and cash distributions in excess of the investment are not necessarily indicative of adverse operating results of a Local Partnership.
Registrant’s operations for the three months ended December 30, 2014 and 2013 resulted in net losses of $1,532 and $77,300, respectively. The decrease is primarily attributable to (i) gain on sale of limited partner interests/local partnership properties of approximately $31,000 in fiscal 2014, (ii) a decrease in administration fees and management fees, in the aggregate, of approximately $35,000 and (iii) an increase in other income from local partnerships of approximately $8,000. Other comprehensive loss for the three months ended December 30, 2014 resulted from an unrealized loss on investment in Pemberwick of $1,696.
9
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).
Registrant’s operations for the nine months ended December 30, 2014 and 2013 resulted in net losses of $63,724 and $154,179, respectively. The decrease is primarily attributable to a decrease in administration fees and management fees, in the aggregate, of approximately $101,000, partially offset by a decrease in gain on sale of limited partner interests/local partnership properties of approximately $19,000. Other comprehensive loss for the nine months ended December 30, 2014 resulted from an unrealized loss on investment in Pemberwick of $1,615.
Local Partnership Matters
Registrant's primary objective, to provide Low-income Housing Tax Credits to the Limited Partners, has been completed. The relevant state tax credit agency allocated each of the Local Partnerships an amount of Low-income Housing Tax Credits, which are generally available for a ten year period from the year the Property is placed in service (the “Ten Year Credit Period”). The Ten Year Credit Period was fully exhausted with respect to all of the Properties as of December 31, 2003. The required holding period of each Property, in order to avoid Low-income Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing Tax Credits commence on the last building of the Property (the "Compliance Period"). The Compliance Period of all of the Local Partnerships had expired as of December 31, 2007. In addition, certain of the Local Partnerships entered into agreements with the relevant state tax credit agencies whereby the Local Partnerships must maintain the low-income nature of the Properties for a period which exceeds the Compliance Period (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period (the “Extended Use Provisions”). Although the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted. Registrant is in the process of disposing of its remaining Local Partnership Interests. As of February 9, 2015, Registrant owns nine of the forty-three Local Partnership Interests initially acquired (see discussion below regarding the sale of the Property owned by Sugar Cane Villas, Ltd. (“Sugar Cane Villas”). In a prior year, Registrant served a demand on the general partners of the then remaining Local Partnerships (the “Local General Partners”) to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s remaining Local Partnership Interests. It is uncertain as to the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments. Registrant intends to dissolve after the final disposition of its remaining Local Partnership Interests; there can be no assurance as to when Registrant will dispose of its remaining Local Partnership Interests.
The remaining Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located throughout the United States. Six of the eight remaining Local Partnerships with operating Properties receive rental subsidy payments under the terms of agreements that expire at various times. Registrant cannot predict legislative initiatives and governmental budget negotiations, the outcome of which could result in a reduction in funds available for the various federal and state administered housing programs. Such changes could adversely affect the future net operating income (“NOI”) before debt service and debt structure of any or all Local Partnerships currently receiving such subsidies.
The Local Partnerships have various financing structures which include (i) required debt service payments ("Mandatory Debt Service") and (ii) debt service payments which are payable only from available cash flow subject to the terms and conditions of the notes, which may be subject to specific laws, regulations and agreements with appropriate federal and state agencies ("Non-Mandatory Debt Service or Interest"). Registrant has no legal obligation to fund any operating deficits of the Local Partnerships.
10
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).
During the nine months ended December 30, 2014, Registrant sold its Local Partnership Interests in Union Valley Associates Limited Partnership and Waynesboro Apartments Limited Partnership to an affiliate of the Local General Partners of such Local Partnerships. Although Registrant received no proceeds in connection with the sale, Registrant received $20,000 for distributions that were due to Registrant under the terms of the partnership agreements of such Local Partnerships. Such amount is included in other income from local partnerships in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2014. Such Local Partnerships have a common Local General Partner.
During the nine months ended December 30, 2014, the Property owned by Sugar Cane Villas was sold at a public sale; Registrant received no proceeds in connection with the sale. The Local General Partner of Sugar Cane Villas reports that the mortgage lender, which also provided project based rental assistance to Sugar Cane Villas under the terms of a contract subject to annual renewals, did not renew the rental assistance upon expiration of the current contract, without which Sugar Cane Villas was unable to make the mandatory debt service payments required under the terms of its mortgages. Such non-renewal is permitted under the terms of the contract. As a result, the lender commenced a foreclosure action and the applicable jurisdiction issued a Final Judgment of Foreclosure. The Local General Partner of Sugar Cane Villas intends to dissolve Sugar Cane Villas as soon as possible.
During the nine months ended December 30, 2014, Registrant sold its Local Partnership Interests in Batesville Family, L.P., Lawrence Road Properties, Ltd. and Purvis Heights Properties, L.P. to an affiliate of the Local General Partner of such Local Partnerships for a total of $30,660; such amount is reflected as gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2014. In addition, Registrant received $7,762 for distributions that were due to Registrant under the terms of the partnership agreements of such Local Partnerships; such amount is included in other income from local partnerships in the accompanying unaudited statement of operations and comprehensive income (loss) for the nine months ended December 30, 2014. Such Local Partnerships have the same Local General Partner. The 99% Local Partnership Interests in such Local Partnerships were acquired along with American Tax Credit Properties II L.P. (“ATCP II”), an investment partnership whose general partner is an affiliate of the General Partner, whereby Registrant owned 61.75%. ATCP II sold its interest in such Local Partnerships as part of the same transactions.
During the year ended March 30, 2014, Queen Lane Investors (“Queen Lane”) sold its underlying Property to its first mortgage lender under the terms of an Option to Purchase and Right of First Offer; Registrant received no proceeds in connection with the sale. The 99% Local Partnership Interest in Queen Lane was acquired along with ATCP II (see discussion above), whereby Registrant owned 48.5%; Queen Lane has since been dissolved.
Critical Accounting Policies and Estimates
The accompanying unaudited financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which requires Registrant to make certain estimates and assumptions. The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Registrant’s financial condition and results of operations. Registrant believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the accompanying unaudited financial statements.
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·
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Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting.
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11
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).
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Registrant does not consolidate the accounts and activities of the Local Partnerships, which are considered Variable Interest Entities as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810; Subtopic 10 because Registrant is not considered the primary beneficiary. Registrant’s balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. Registrant’s exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the Local General Partners. In addition, the partnership agreements of the Local Partnerships grant the Local General Partners the power to direct the activities that most significantly impact the economic success of the Local Partnerships. As a result of cumulative equity losses and distributions, and the sales of certain Properties and/or Registrant’s Local Partnership Interests, Registrant’s investment in local partnerships reached a zero balance during the year ended March 30, 2011.
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Forward-Looking Information
As a cautionary note, with the exception of historical facts, the matters discussed in this quarterly report on Form 10-Q are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements may relate to, among other things, current expectations, forecasts of future events, future actions, future performance generally, business development activities, capital expenditures, strategies, the outcome of contingencies, future financial results, financing sources and availability and the effects of regulation and competition. Words such as “anticipate,” “expect,” “intend,” “plan,” “seek,” “estimate” and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. Registrant may also provide written forward-looking statements in other materials released to the public. Such statements are made in good faith by Registrant pursuant to the “Safe Harbor” provisions of the Reform Act. Registrant undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Such forward-looking statements involve known risks, uncertainties and other factors that may cause Registrant’s actual results of operations or actions to be materially different from future results of operations or actions expressed or implied by the forward-looking statements.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.
Item 4. Controls and Procedures.
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed by Registrant in reports that Registrant files or submits under the Exchange Act is recorded, processed, summarized and timely reported as provided in SEC rules and forms. Registrant periodically reviews the design and effectiveness of its disclosure controls and procedures, including compliance with various laws and regulations that apply to its operations. Registrant makes modifications to improve the design and effectiveness of its disclosure controls and procedures, and may take other corrective action, if its reviews identify a need for such modifications or actions. In designing and evaluating the disclosure controls and procedures, Registrant recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
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AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 4. Controls and Procedures (Continued).
Registrant has carried out an evaluation, under the supervision and the participation of its management, including the Chief Executive Officer and Chief Financial Officer of the general partner of the General Partner, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the three months ended December 30, 2014. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of the general partner of the General Partner concluded that Registrant’s disclosure controls and procedures were effective as of December 30, 2014.
There were no changes in Registrant’s internal control over financial reporting during the three months ended December 30, 2014 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.
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AMERICAN TAX CREDIT PROPERTIES III L.P.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Registrant has disposed of four of the thirteen Local Partnership Interests owned as of June 27, 2014 (the date on which Registrant filed its Annual Report on Form 10-K for the year ended March 30, 2014) and another Local Partnership has sold its underlying Property. There have been no other material changes from the risk factors previously disclosed in Item 1A of Registrant’s Annual Report on Form 10-K for the year ended March 30, 2014.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
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Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
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Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
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Exhibit 32.1 Section 1350 Certification of Chief Executive Officer.
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Exhibit 32.2 Section 1350 Certification of Chief Financial Officer.
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Exhibit 101.ins - XBRL Instance.*
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Exhibit 101.xsd - XBRL Schema.*
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Exhibit 101.cal - XBRL Calculation.*
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Exhibit 101.def - XBRL Definition.*
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Exhibit 101.lab - XBRL Label.*
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Exhibit 101.pre - XBRL Presentation.*
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*Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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AMERICAN TAX CREDIT PROPERTIES III L.P.
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(a Delaware limited partnership)
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By:Richman Tax Credit Properties III L.P.,
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General Partner
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By:Richman Housing Credits Inc.,
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general partner
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Dated: February 9, 2015
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/s/David Salzman
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By: David Salzman
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Chief Executive Officer
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Dated: February 9, 2015
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/s/James Hussey
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By:James Hussey
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Chief Financial Officer
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Dated: February 9, 2015
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/s/Richard Paul Richman
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By:Richard Paul Richman
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Sole Director
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