<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended MARCH 31, 1998
Commission File Number 0-10673
REAL ESTATE ASSOCIATES LIMITED III
(A California Limited Partnership)
I.R.S. Employer Identification No. 95-3547611
9090 WILSHIRE BLVD., SUITE 201
BEVERLY HILLS, CALIF. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve 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 [ ]
<PAGE> 2
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Balance Sheets, March 31, 1998 and December 31, 1997 .................. 1
Statements of Operations,
Three Months Ended March 31, 1998 and 1997 ...................... 2
Statement of Partners' Equity (Deficiency),
Three Months Ended March 31, 1998 ............................... 3
Statements of Cash Flows,
Three Months Ended March 31, 1998 and 1997 ...................... 4
Notes to Financial Statements ......................................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ...............................11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ....................................................14
Item 6. Exhibits and Reports on Form 8-K .....................................14
Signatures .....................................................................15
</TABLE>
<PAGE> 3
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
ASSETS
<TABLE>
<CAPTION>
1998 1997
(Unaudited) (Audited)
------------ ------------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 1,313,422 $ 1,249,422
CASH AND CASH EQUIVALENTS (Note 1) 10,448,785 10,575,810
OTHER ASSETS 189,561 135,000
------------ ------------
TOTAL ASSETS $ 11,951,768 $ 11,960,232
============ ============
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Notes payable (Notes 3 and 6) $ 1,510,000 $ 1,510,000
Interest payable (Notes 3 and 6) 452,027 414,277
Accounts payable 218,889 110,193
------------ ------------
2,180,916 2,034,470
------------ ------------
COMMITMENTS AND CONTINGENCIES (Notes 4 and 5)
PARTNERS' EQUITY (DEFICIENCY):
General partners (101,267) (99,718)
Limited partners 9,872,119 10,025,480
------------ ------------
9,770,852 9,925,762
------------ ------------
TOTAL LIABILITIES AND PARTNERS'
EQUITY $ 11,951,768 $ 11,960,232
============ ============
</TABLE>
The accompanying notes are integral part of these financial statements.
<PAGE> 4
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
INTEREST AND OTHER INCOME $ 124,839 $ 109,944
--------- ---------
OPERATING EXPENSES:
Legal and accounting 61,429 31,095
Management fees - general partner (Note 4) 113,700 113,700
Interest (Note 3) 37,750 37,750
Administrative (Note 4) 171,328 19,799
--------- ---------
Total operating expenses 384,207 202,344
--------- ---------
LOSS FROM OPERATIONS (259,368) (92,400)
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED AS
INCOME (Note 2) 40,458 81,041
EQUITY IN INCOME OF LIMITED
PARTNERSHIPS AND AMORTI-
ZATION OF ACQUISITION
COSTS (Note 2) 64,000 64,000
--------- ---------
NET INCOME $(154,910) $ 52,641
========= =========
NET INCOME PER LIMITED PARTNERSHIP
INTEREST (Note 1) $ (14) $ 5
========= =========
</TABLE>
The accompanying notes are integral part of these financial statements.
<PAGE> 5
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
------------ ------------ ------------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS 11,456
============
EQUITY (DEFICIENCY),
January 1, 1998 $ (99,718) $ 10,025,480 $ 9,925,762
Net loss for the three months
ended March 31, 1998 (1,549) (153,361) (154,910)
------------ ------------ ------------
EQUITY (DEFICIENCY),
March 31, 1998 $ (101,267) $ 9,872,119 $ 9,770,852
============ ============ ============
</TABLE>
The accompanying notes are integral part of these financial statements.
<PAGE> 6
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ (154,910) $ 52,641
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in income of limited partnerships and
amortization of acquisition costs (64,000) (64,000)
Increase in other assets (54,561) --
Increase in interest and other payable 146,446 36,597
------------ ------------
Net cash (used in) provided by
operating activities (127,025) 25,238
------------ ------------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (127,025) 25,238
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 10,575,810 9,734,531
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 10,448,785 $ 9,759,769
============ ============
</TABLE>
The accompanying notes are integral part of these financial statements.
<PAGE> 7
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The information contained in the following notes to the financial
statements is condensed from that which would appear in the annual audited
financial statements; accordingly, the financial statements included
herein should be reviewed in conjunction with the financial statements and
related notes thereto contained in the Real Estate Associates Limited III
(the "Partnership") annual report for the year ended December 31, 1997.
Accounting measurements at interim dates inherently involve greater
reliance on estimates than at year end. The results of operations for the
interim period presented are not necessarily indicative of the results for
the entire year.
In the opinion of the Partnership, the accompanying unaudited financial
statements contain all adjustments (consisting primarily of normal
recurring accruals) necessary to present fairly the financial position as
of March 31, 1998 and the results of operations and changes in cash flows
for the three months then ended.
The general partners have a 1 percent interest in profits and losses of
the Partnership. The limited partners have the remaining 99 percent
interest which is allocated in proportion to their respective individual
investments. National Partnership Investments Corp. (NAPICO) is the
corporate general partner of the Partnership. NAPICO is a wholly owned
subsidiary of Casden Investment Corporation, which is wholly owned by Alan
I. Casden.
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 reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS
The investment in limited partnerships is accounted for on the equity
method. Acquisition, selection and other costs related to the acquisition
of the projects are capitalized as part of the investment account, and are
being amortized on a straight line basis over the estimated lives of the
underlying assets, which is generally 30 years.
NET INCOME PER LIMITED PARTNERSHIP INTEREST
Net income per limited partnership interest was computed by dividing the
limited partners' share of net income by the number of limited partnership
interests outstanding during the year. The number of limited partnership
interests was 11,456 for the periods presented.
5
<PAGE> 8
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and bank certificates of deposit
with an original maturity of three months or less. The Partnership has its
cash and cash equivalents on deposit primarily with two high credit
quality institutions. Such cash and cash equivalents are in excess of the
FDIC insurance limit.
INCOME TAXES
No provision has been made for income taxes in the accompanying financial
statements since such taxes, if any, are the liability of the individual
partners
IMPAIRMENT OF LONG-LIVED ASSETS
The Partnership reviews long-lived assets to determine if there has been
any permanent impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. If
the sum of the expected future cash flows is less than the carrying amount
of the assets, the Partnership recognizes an impairment loss.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership holds limited partnership interests in 26 limited
partnerships. In addition, the Partnership holds a general partner
interest in REA. NAPICO is also a general partner in REA. REA, in turn,
holds limited partner interests in six additional limited partnerships. In
total, therefore, the Partnership holds interest, either directly or
indirectly including through REA, 32 partnerships which own residential
rental projects consisting of 3,062 apartment units. The mortgage loans of
these projects are insured by the United States Department of Housing and
Urban Development ("HUD") or state governmental agencies.
The Partnership, as a limited partner, is entitled to between 75 percent
and 99 percent of the profits and losses of the limited partnerships it
has invested in directly. The Partnership is also entitled to 99.9 percent
of the profits and losses of REA. REA holds a 99 percent interest in each
of the limited partnerships in which it has invested.
6
<PAGE> 9
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Equity in losses of limited partnerships is recognized in the financial
statements until the limited partnership investment account is reduced to
a zero balance. Losses incurred after the limited partnership investment
account is reduced to zero are not recognized.
Distributions from limited partnerships are recognized as a reduction of
capital until the investment balance has been reduced to zero. Subsequent
distributions received are recognized as income.
The following is a summary of the investment in limited partnerships for
the three months ended March 31, 1998:
<TABLE>
<CAPTION>
<S> <C>
Balance, beginning of period $ 1,249,421
Amortization of acquisitions costs (13,500)
Equity in income of limited partnerships 77,500
-----------
Balance, end of period $ 1,313,422
===========
</TABLE>
The following are unaudited combined estimated statements of operations
for the three months ended March 31, 1998 and 1997 for the limited
partnerships in which the Partnership has investments:
<TABLE>
<CAPTION>
Three months Three months
ended ended
March 31, 1998 March 31, 1997
----------- -----------
<S> <C> <C>
REVENUES
Rental and other $ 5,793,000 $ 5,597,000
----------- -----------
EXPENSES
Depreciation 918,000 939,000
Interest 1,732,000 1,757,000
Operating 3,013,000 3,109,000
----------- -----------
5,663,000 5,805,000
----------- -----------
NET (LOSS) INCOME $ 130,000 $ (208,000)
=========== ===========
</TABLE>
NAPICO, or one of its affiliates, is the general partner and property
management agent for certain of the limited partnerships included above.
7
<PAGE> 10
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Under recent adopted law and policy, HUD has determined not to renew
housing assistance payments contracts ("HAP Contracts") on a long term
basis on the existing terms. In connection with renewals of the HAP
Contracts under such new law and policy, the amount of rental assistance
payments under renewed HAP Contracts will be based on market rentals
instead of above market rentals, which was generally the case under
existing HAP Contracts. As a result, existing HAP Contracts that are
renewed in the future on projects insured by the Federal Housing
Administration of HUD ("FHA") will not provide sufficient cash flow to
permit owners of properties to meet the debt service requirements of these
existing FHA-insured mortgages. In order to address the reduction in
payments under HAP Contracts as a result of this new policy, the
Multi-family Assisted Housing Reform and Affordability Act of 1997
("MAHRAA"), which was adopted in October 1997, provides for the
restructuring of mortgage loans insured by the FHA with respect to
properties subject to HAP Contracts that have been renewed under the new
policy. The restructured loans will be held by the current lender or
another lender. Under MAHRAA, an FHA-insured mortgage loan can be
restructured to reduce the annual debt service on such loan. There can be
no assurance that the Partnership will be permitted to restructure its
mortgage indebtedness pursuant to the new HUD rules implementing MAHRAA or
that the Partnership would choose to restructure such mortgage
indebtedness if it were eligible to participate in the MAHRAA program. It
should be noted that there are uncertainties as to the economic impact on
the Partnership of the combination of the reduced payments under the HAP
Contracts and the restructuring of the existing FHA-insured mortgage loans
under MAHRAA. Accordingly, the General Partners are unable to predict with
certainty their impact on the Partnership's future cash flow.
As a result of the foregoing, the Partnership is undergoing an extensive
review of properties for disposition to the REIT as set forth below,
refinancing or re-engineering alternatives for the properties in which
the limited partnerships have invested and are subject to HUD mortgage
and rental subsidy programs. The Partnership has incurred expenses in
connection with this review by various third party professionals,
including accounting, legal, valuation, structural and engineering costs,
which amounted to approximately $337,000 as of March 31, 1998, including
approximately $196,000 for the three months ended March 31, 1998.
A real estate investment trust ("REIT") organized by an affiliate of
NAPICO has advised the Partnership that it intends to make a proposal to
purchase from the Partnership certain of the limited partnership interests
held for investment by the Partnership.
The REIT proposes to purchase such limited partner interests for cash,
which it plans to raise in connection with a private placement of its
equity securities. The purchase is subject to, among other things, (i)
consummation of such private placement by the REIT; (ii) the purchase of
the general partner interests in the local limited partnerships by the
REIT; (iii) the approval of HUD and certain state housing finance
agencies; (iv) the consent of the limited partners to the sale of the
local limited partnership interests held for investment by REAL III; and
(v) the consummation of a minimum number of purchase transactions with
other NAPICO affiliated partnerships. As of March 31, 1998, the REIT had
completed buy-out negotiations with a majority of the general partners of
the local limited partnerships.
8
<PAGE> 11
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
A proxy is contemplated to be sent to the limited partners setting forth
the terms and conditions of the purchase of the limited partners'
interests held for investment by the Partnership, together with certain
amendments to the Partnership Agreement and other disclosures of various
conflicts of interest in connection with the transaction.
NOTE 3 - NOTES PAYABLES
Certain of the Partnership's investments involved purchases of partnership
interests from partners who subsequently withdrew from the operating
partnerships. The Partnership is obligated on non-recourse notes payable
of $1,510,000, bearing interest at 10 percent, to the sellers of the
partnership interests. These notes are payable by the Partnership through
REA, and have principal maturity dates in June 2020 and March 2024 or upon
the sale or refinancing of the underlying partnership properties. These
notes and the related interest are collaterized by REA's investment in the
respective limited partnerships and are payable only out of cash
distributions from the investee partnerships, as defined in the notes.
Unpaid interest is due at maturity of the notes.
NOTE 4 - MANAGEMENT FEE AND EXPENSES DUE TO GENERAL PARTNER
Under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to NAPICO for an annual
management fee approximately equal to .4 percent of the invested assets.
Invested assets are defined as the costs of acquiring project interests,
including the porportionate amount of the mortgage loans related to the
Partnership's interests in the capital accounts of the respective
partnership. The management fee incurred for the three months ended March
31, 1998 and 1997 was approximately $113,700.
The Partnership reimburses NAPICO for certain expenses. The reimbursement
paid to NAPICO was approximately $8,800 and $7,800 for the three months
ended March 31, 1998 and 1997, respectively, and is included in
administrative expenses.
NOTE 5 - CONTINGENCIES
The corporate general partner of the Partnership is involved in various
lawsuits arising from transactions in the ordinary course of business. In
the opinion of management and the corporate general partner, the claims
will not result in any material liability to the Partnership.
The Partnership has assessed the potential impact of the Year 2000
computer systems issue on its operations. The Partnership believes that no
significant actions are required to be taken by the Partnership to address
the issue and that the impact of the Year 2000 computer systems issue will
not materially affect the Partnership's future operating results or
financial condition.
9
<PAGE> 12
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about
Fair Value of Financial Instruments," requires disclosure of fair value
information about financial instruments, when it is practicable to
estimate that value. The notes payable are collateralized by the
Partnership's investments in the investee limited partnerships and are
payable only out of cash distributions from the investee partnerships. The
operations generated by the investee limited partnerships are subject to
various government rules, regulations and restrictions which make it
impracticable to estimate the fair value of the notes payable and related
accrued interest. The carrying amount of other assets and liabilities
reported on the balance sheets that require such disclosure approximates
fair value due to their short-term maturity.
10
<PAGE> 13
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds include interest income earned
from investing available cash and distributions from limited partnerships
in which the Partnership has invested. It is not expected that any of the
local limited partnerships in which the Partnership has invested will
generate cash flow sufficient to provide for distributions to the
Partnership's limited partners in any material amount.
RESULTS OF OPERATIONS
Partnership revenues consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds not
required for investment in local partnerships.
Operating expenses consist primarily of recurring general and
administrative expenses and professional fees for services rendered to the
Partnership. In addition, an annual Partnership management fee in an
amount equal to .4 percent of investment assets is payable to the
corporate general partner.
The Partnership accounts for its investments in the local limited
partnerships on the equity method, thereby adjusting its investment
balance by its proportionate share of the income or loss of the local
limited partnerships. Losses incurred after the limited partnership
investment account is reduced to zero are not recognized in accordance
with the equity accounting method.
Distributions received from limited partnerships are recognized as return
of capital until the investment balance has been reduced to zero or to a
negative amount equal to future capital contributions required. Subsequent
distributions received are recognized as income. Overall distributions
from limited partnerships continue to be favorable. This primarily is due,
to improved operating results at several of the properties.
Except for certificates of deposit and money market funds, the
Partnership's investments are entirely interests in other limited
partnerships owning government assisted projects. Funds temporarily not
required for such investments in projects are invested in certificate of
deposit and money market funds which provide substantial amounts of
interest as reflected in the statement of operations. These investments
are converted to cash to meet obligations as they arise. The Partnership
intends to continue investing available funds in this manner.
The Partnership is obligated on non-recourse notes payable of $1,510,000
which bear interest at 10 percent per annum and have principal maturities
ranging from June 2020 to March 2024. The notes and related interest are
payable from cash flow generated from operations of the related rental
properties as defined in the notes. These obligations are collateralized
by the Partnership's investments in the limited partnerships. Unpaid
interest is due at maturity of the notes. Because no payments have been
made on these notes, interest expense has remained constant for each of
the three years.
11
<PAGE> 14
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
Under recent adopted law and policy, HUD has determined not to renew
housing assistance payments contracts ("HAP Contracts") on a long term
basis on the existing terms. In connection with renewals of the HAP
Contracts under such new law and policy, the amount of rental assistance
payments under renewed HAP Contracts will be based on market rentals
instead of above market rentals, which was generally the case under
existing HAP Contracts. As a result, existing HAP Contracts that are
renewed in the future on projects insured by the Federal Housing
Administration of HUD ("FHA") will not provide sufficient cash flow to
permit owners of properties to meet the debt service requirements of these
existing FHA-insured mortgages. In order to address the reduction in
payments under HAP Contracts as a result of this new policy, the
Multi-family Assisted Housing Reform and Affordability Act of 1997
("MAHRAA"), which was adopted in October 1997, provides for the
restructuring of mortgage loans insured by the FHA with respect to
properties subject to HAP Contracts that have been renewed under the new
policy. The restructured loans will be held by the current lender or
another lender. Under MAHRAA, an FHA-insured mortgage loan can be
restructured to reduce the annual debt service on such loan. There can be
no assurance that the Partnership will be permitted to restructure its
mortgage indebtedness pursuant to the new HUD rules implementing MAHRAA or
that the Partnership would choose to restructure such mortgage
indebtedness if it were eligible to participate in the MAHRAA program. It
should be noted that there are uncertainties as to the economic impact on
the Partnership of the combination of the reduced payments under the HAP
Contracts and the restructuring of the existing FHA-insured mortgage loans
under MAHRAA. Accordingly, the General Partners are unable to predict with
certainty their impact on the Partnership's future cash flow.
As a result of the foregoing, the Partnership is undergoing an extensive
review of properties for disposition to the REIT as set forth below,
refinancing or re-engineering alternatives for the properties in which
the limited partnerships have invested and are subject to HUD mortgage
and rental subsidy programs. The Partnership has incurred expenses in
connection with this review by various third party professionals,
including accounting, legal, valuation, structural and engineering costs,
which amounted to approximately $337,000 as of March 31, 1998, including
approximately $196,000 in general and administrative expenses for the
three months ended March 31, 1998.
A real estate investment trust ("REIT") organized by an affiliate of
NAPICO has advised the Partnership that it intends to make a proposal to
purchase from the Partnership certain of the limited partnership interests
held for investment by the Partnership.
The REIT proposes to purchase such limited partner interests for cash,
which it plans to raise in connection with a private placement of its
equity securities. The purchase is subject to, among other things, (i)
consummation of such private placement by the REIT; (ii) the purchase of
the general partner interests in the local limited partnerships by the
REIT; (iii) the approval of HUD and certain state housing finance
agencies; (iv) the consent of the limited partners to the sale of the
local limited partnership interests held for investment by REAL III; and
(v) the consummation of a minimum number of purchase transactions with
other NAPICO affiliated partnerships. As of March 31, 1998, the REIT had
completed buy-out negotiations with a majority of the general partners of
the local limited partnerships.
12
<PAGE> 15
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
A proxy is contemplated to be sent to the limited partners setting forth
the terms and conditions of the purchase of the limited partners'
interests held for investment by the Partnership, together with certain
amendments to the Partnership Agreement and other disclosures of various
conflicts of interest in connection with the transaction.
13
<PAGE> 16
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1998
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The corporate general partner is involved in various lawsuits. None of
these are related to REAL III.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are required per the provision of Item 7 of regulation
S-K.
14
<PAGE> 17
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REAL ESTATE ASSOCIATES LIMITED III
(a California limited partnership)
By: National Partnership Investments Corp.
General Partner
/s/ BRUCE NELSON
----------------------------------------
Bruce Nelson
President
Date: May 18, 1998
--------------
/s/ CHARLES H. BOXENBAUM
----------------------------------------
Charles H. Boxenbaum
Chief Executive Officer
Date: May 18, 1998
--------------
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 10,448,785
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,448,785
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,951,768
<CURRENT-LIABILITIES> 218,889
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 9,770,852
<TOTAL-LIABILITY-AND-EQUITY> 11,951,768
<SALES> 0
<TOTAL-REVENUES> 229,297
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 346,457
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37,750
<INCOME-PRETAX> (154,910)
<INCOME-TAX> 0
<INCOME-CONTINUING> (154,190)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (154,190)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>