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 June 29, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
---
For the transition period from to ____________
-----------------
Commission file number: 0-19217
American Tax Credit Properties III L.P.
(Exact name of Registrant as specified in its charter)
Delaware
13-3545006
(State or other jurisdiction of (I.R.S.
Employer
incorporation or organization)
Identification No.)
Richman Tax Credit Properties III L.P.
599 West Putnam Avenue, 3rd Floor
Greenwich, Connecticut
06830
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (203) 869-0900
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
Yes X No ___.
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AMERICAN TAX CREDIT PROPERTIES III L.P.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Table of Contents
Balance Sheets as of June 29, 1997 (Unaudited) and March 30, 1997 (Unaudited)..
Statements of Operations for the three months ended June 29, 1997 (Unaudited)
and June 29, 1996 (Unaudited)..............................................
Statements of Cash Flows for the three months ended June 29, 1997 (Unaudited)
and June 29, 1996 (Unaudited)..............................................
Notes to Financial Statements as of June 29, 1997 (Unaudited)..................
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<CAPTION>
AMERICAN TAX CREDIT PROPERTIES III L.P.
BALANCE SHEETS
JUNE 29, 1997 AND MARCH 30, 1997
(UNAUDITED)
June 29, March 30,
Notes 1997 1997
----- ---------------- -----------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 399,011 $ 409,413
Restricted cash 3 84,433 1,309,208
Investments in bonds available-for-sale 2 2,938,922 2,854,771
Investment in local partnerships 3 10,374,988 10,905,064
Interest receivable 34,076 25,173
----------------------------------
$ 13,831,430 $ 15,503,629
============= =============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 893,956 $ 862,114
Payable to general partner 832,686 800,043
Capital contributions payable 3 84,433 1,309,208
Other 21,200 21,200
----------------------------------
1,832,275 2,992,565
Commitments and contingencies 4
Partners' equity (deficit)
General partner (194,142) (188,365)
Limited partners (35,883 units of limited partnership
interest outstanding) 12,309,597 12,881,544
Unrealized loss on investments in bonds 2 (116,300) (182,115)
--------------- ---------------
available-for-sale, net
11,999,155 12,511,064
$ 13,831,430 $ 15,503,629
============= =============
See Notes to Financial Statements.
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<CAPTION>
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 29, 1997 AND 1996
(UNAUDITED)
Notes 1997 1996
----- -------------- ---------
<S> <C> <C> <C>
REVENUE
Interest $ 65,729 $ 78,436
Other income from local partnerships 4,172
-------------- -------------
TOTAL REVENUE 69,901 78,436
------------- -------------
EXPENSES
Administration fees 57,643 57,643
Management fees 57,643 57,643
Professional fees 10,750 8,202
Printing, postage and other 5,900 7,929
-------------- --------------
TOTAL EXPENSES 131,936 131,417
------------ ------------
Loss from operations (62,035) (52,981)
Equity in loss of investment in local partnerships 3 (515,689) (639,005)
------------ ------------
NET LOSS $ (577,724) $ (691,986)
=========== ===========
NET LOSS ATTRIBUTABLE TO
General partner $ (5,777) $ (6,920)
Limited partners (571,947) (685,066)
----------- -----------
$ (577,724) $ (691,986)
=========== ===========
NET LOSS per unit of limited partnership interest
(35,883 units of limited partnership interest) $ (15.94) $ (19.09)
============= =============
See Notes to Financial Statements.
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<CAPTION>
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 29, 1997 AND 1996
(UNAUDITED)
1997
1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 38,490 $ 47,842
Other income from local partnerships 4,172
Cash used for local partnerships for deferred expenses (4,750)
Cash paid for
administration fees (25,000) (25,000)
management fees (25,000) (25,000)
professional fees (10,000) (23,721)
printing, postage and other expenses (7,451) (4,175)
-------------- -------------
Net cash used in operating activities (24,789) (34,804)
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash distributions from local partnerships 14,387 20,222
Transfer from restricted cash 1,224,775
Investment in a local partnership (1,224,775)
------------- -------------
Net cash provided by investing activities 14,387 20,222
-------------- --------------
Net decrease in cash and cash equivalents (10,402) (14,582)
Cash and cash equivalents at beginning of period 409,413 389,931
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 399,011 $ 375,349
============ ============
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain (loss) on investments in bonds
available-for-sale, net $ 65,815 $ (54,566)
============= ============
- - ------------------------------------------------------------------------------------------------------------
See reconciliation of net loss to net cash used in operating activities on page
6.
See Notes to Financial Statements.
</TABLE>
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<CAPTION>
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS - (Continued)
THREE MONTHS ENDED JUNE 29, 1997 AND 1996
(UNAUDITED)
1997 1996
-------------- ---------
<S> <C> <C>
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING
ACTIVITIES
Net loss $ (577,724) $ (691,986)
Adjustments to reconcile net loss to net cash used in
operating activities
Equity in loss of investment in local partnerships 515,689 639,005
Amortization of net premium on investments in bonds 3,727 3,727
Accretion of zero coupon bonds (22,063) (22,064)
Increase in interest receivable (8,903) (12,257)
Increase in payable to general partner 32,643 32,643
Increase in accounts payable and accrued expenses 31,842 20,878
Decrease in other liabilities (4,750)
-----------------------------
NET CASH USED IN OPERATING ACTIVITIES $ (24,789) $ (34,804)
=========== ============
See Notes to Financial Statements.
</TABLE>
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<CAPTION>
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 29, 1997
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information. They do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. The results of operations are impacted significantly by the
combined results of operations of the Local Partnerships, which are provided
by the Local Partnerships on an unaudited basis during interim periods.
Accordingly, the accompanying financial statements are dependent on such
unaudited information. In the opinion of the General Partner, the financial
statements include all adjustments necessary to present fairly the financial
position as of June 29, 1997 and the results of operations and cash flows
for the interim periods presented. All adjustments are of a normal recurring
nature. The results of operations for the three months ended June 29, 1997
are not necessarily indicative of the results that may be expected for the
entire year.
2. Investments in Bonds Available-For-Sale
As of June 29, 1997, certain information concerning investments in bonds
available-for-sale is as follows:
<S> <C> <C> <C> <C>
Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost gains losses fair
value
Corporate debt securities
Within one year $ 76,236 $ -- $ (1,076) $ 75,160
After one year through five 484,352 2,260 (1,913) 484,699
years
After five years through ten 401,819 604 (10,643) 391,780
years
After ten years 1,009,821 5,395 (39,273) 975,943
----------- ----------- ----------- ------------
1,972,228 8,259 (52,905) 1,927,582
----------- ----------- ----------- -----------
U.S. Treasury debt securities
After ten years 957,186 -- (57,637) 899,549
------------ -------------------------- ------------
U.S. government and agency
securities
After ten years 125,808 -- (14,017) 111,791
------------ -------------------------- ------------
$ 3,055,222 $ 8,259 $ (124,559) $ 2,938,922
=========== =========== ========== ===========
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<CAPTION>
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 1997
(UNAUDITED)
3. Investment in Local Partnerships
The Partnership owns a limited partnership interest in forty-three Local
Partnerships representing capital contributions in the aggregate amount of
$29,264,476, of which the Partnership has paid $29,180,043 and $84,433 are
outstanding as of June 29, 1997. Restricted cash in the accompanying balance
sheet as of June 29, 1997 represents such outstanding capital contribution,
which is payable upon one Local Partnership providing information that it
has satisfied specific conditions related to operations. As of March 31,
1997, the Local Partnerships have outstanding mortgage and construction
loans payable totaling approximately $87,267,000 and accrued interest
payable on such loans totaling approximately $1,857,000, which are secured
by security interests and liens common to mortgage and construction loans on
the Local Partnerships' real property and other assets.
For the three months ended June 29, 1997, the investment in Local
Partnerships activity consists of the following:
<S> <C>
Investment in Local Partnerships as of March $ 10,905,064
30, 1997
Equity in loss of investment in Local
Partnerships for the three months ended (515,689) (A)
March 31, 1997
Cash distributions received from Local
Partnerships during the three months ended (14,387)
June 29, 1997
Investment in Local Partnerships as of June $ 10,374,988
============
29, 1997
(A) Equity in loss of investment in Local Partnerships is limited to the
Partnership's investment balance in each Local Partnership; any excess
is applied to other partners' capital in any such Local Partnership.
The amount of such excess losses applied to other partners' capital was
$214,390 and $253,122 for the three months ended March 31, 1997 and
1996, respectively, as reflected in the combined statements of
operations of the Local Partnerships reflected herein Note 3.
The combined unaudited balance sheets of the Local Partnerships as of March
31, 1997 and December 31, 1996 and the combined unaudited statements of
operations of the Local Partnerships for the three months ended March 31,
1997 and 1996 are reflected on pages 9 and 10, respectively.
</TABLE>
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AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 1997
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of March 31, 1997
and December 31, 1996 are as follows:
March 31, December 31,
1997 1996
---------------------------
<S> <C> <C>
ASSETS
Cash and other investments $ 1,212,940 $ 1,340,942
Rental receivable 369,528 354,108
Capital contributions receivable 1,309,208 1,309,208
Escrow deposits and reserves 3,859,744 3,763,306
Land 3,964,692 3,964,692
Buildings and improvements (net of accumulated depreciation
of $24,229,296 and $23,212,364) 91,437,753 92,443,378
Intangible assets (net of accumulated amortization of
$624,710 and $1,039,889) 737,411 748,879
Other 830,04 772,465
---------------------------------
$ 103,721,320 $ 104,696,978
============= =============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 508,822 $ 512,801
Due to related parties 4,951,830 5,127,931
Mortgage and construction loans 87,266,838 87,351,443
Notes payable 67,022 70,804
Accrued interest 1,856,634 1,782,695
Other 586,53 557,856
---------------------------------
95,237,677 95,403,530
Partners' equity (deficit)
American Tax Credit Properties III L.P.
Capital contributions, net of distributions (includes
receivable of $1,309,208) 29,069,509 29,079,605
Cumulative loss (18,680,134) (18,164,445)
-------------- --------------
10,389,375 10,915,160
General partners and other limited partners, including
ATCP II
Capital contributions, net of distributions 763,168 764,757
Cumulative loss (2,668,900) (2,386,469)
--------------- ---------------
(1,905,732) (1,621,712)
8,483,643 9,293,448
$ 103,721,320 $ 104,696,978
============= =============
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<CAPTION>
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 1997
(UNAUDITED)
3. Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the
three months ended March 31, 1997 and 1996 are as follows:
1997 1996
--------------------------
<S> <C> <C>
REVENUE
Rental $ 2,620,956 $ 2,499,829
Interest and other 81,609 78,465
------------- -------------
TOTAL REVENUE 2,702,565 2,578,294
----------- -----------
EXPENSES
Administrative 509,595 537,514
Utilities 288,693 330,687
Operating, maintenance and other 475,229 462,561
Taxes and insurance 326,318 317,122
Interest (including amortization of $11,654 and $38,585) 883,918 853,848
Depreciation 1,016,932 1,033,184
------------ ------------
TOTAL EXPENSES 3,500,685 3,534,916
------------ ------------
NET LOSS $ (798,120) $ (956,622)
============ ============
NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties III L.P. $ (515,689) $ (639,005)
General partners and other limited partners, including
ATCP II, which includes $214,390 and $253,122 of
American Tax Credit Properties III L.P. loss in excess (282,431) (317,617)
------------ ------------
of investment
$ (798,120) $ (956,622)
============ ============
</TABLE>
The combined results of operations of the Local Partnerships for the three
months ended March 31, 1997 are not necessarily indicative of the results
that may be expected for an entire operating period.
4. Commitments and Contingencies
On July 16, 1997, the Partnership received a demand for certain information
with respect to the holders of Units, the stated purpose which was to assist
such party in making an offer to Unit holders to purchase their Units and
otherwise to communicate with them concerning such an offer. Subsequently,
the Partnership requested certain information from such party in order to
assess the appropriateness of the demand. On July 28, 1997, a complaint was
filed against the Partnership, the General Partner and its general partner
seeking,among other things, an order directing the defendants to immediately
furnish the requested information and awarding the plaintiff any resulting
damages. As of August 13, 1997, such information has not been provided.
5. Additional Information
Additional information, including the audited March 30, 1997 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, 1997 on file with the Securities
and Exchange Commission.
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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 June 29, 1997, Registrant has not experienced a significant change in
financial condition as compared to March 30, 1997. Principal changes in assets
are comprised of periodic transactions and adjustments and anticipated equity in
loss from operations of the Local Partnerships and payment of a capital
contribution to a Local Partnership. During the three months ended June 29,
1997, Registrant received cash from interest earnings and distributions from
Local Partnerships and utilized cash for operating expenses and for a capital
contribution to a Local Partnership. Cash and cash equivalents and investments
in bonds available-for-sale increased, in the aggregate, by approximately
$74,000 during the three months ended June 29, 1997, which increase includes a
net unrealized gain recorded on investments in bonds of approximately $66,000,
the amortization of net premium on investments in bonds of approximately $4,000
and the accretion of zero coupon bonds of approximately $22,000. During the
three months ended June 29, 1997, the investment in Local Partnerships decreased
as a result of Registrant's equity in the Local Partnerships' net loss for the
three months ended March 31, 1997 of $515,689 and cash distributions received
from Local Partnerships of $14,387. Accounts payable and accrued expenses and
payable to general partner are principally comprised of accrued administration
fees and management fees, respectively.
The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. The rents of the Properties, many of which receive rental subsidy
payments, including payments under Section 8 of Title II of the Housing and
Community Development Act of 1974 ("Section 8"), are subject to specific laws,
regulations and agreements with federal and state agencies. The subsidy
agreements expire at various times during and after the Compliance Periods of
the Local Partnerships. The United States Department of Housing and Urban
Development ("HUD") has issued notices which implement provisions to renew
certain project based Section 8 contracts expiring during HUD's fiscal year
1997, where requested by an owner, for an additional one year term generally at
or below current rent levels, subject to certain guidelines. HUD has an
additional program which, in general, provides for restructuring rents and/or
mortgages where rents may be adjusted to market levels and mortgage terms may be
adjusted based on the reduction in rents, although there may be instances in
which only rents, but not mortgages, are restructured. Registrant cannot
reasonably predict legislative initiatives and governmental budget negotiations,
the outcome of which could result in a reduction in funds available for the
various federal and state administered housing programs including the Section 8
program. Such changes could adversely affect the future net operating income and
debt structure of any or all Local Partnerships currently receiving such subsidy
or similar subsidies. One Local Partnership's Section 8 contract, which covers
certain rental units, is scheduled to expire in 1997. In addition, the Local
Partnerships have various financing structures which include (i) required debt
service payments ("Mandatory Debt Service") and (ii) debt service payments which
are payable only from available cash flow subject to the terms and conditions of
the notes, which may be subject to specific laws, regulations and agreements
with appropriate federal and state agencies ("Non-Mandatory Debt Service or
Interest"). In the event rents are not sufficient to cover operating expenses,
Mandatory Debt Service requirements and other charges, certain Local General
Partners are obligated to provide advances to cover deficits for a certain
period of time up to certain amounts (the "Deficit Guarantee"). A Local General
Partner's funding of such Deficit Guarantee is dependent on its liquidity or
ability to borrow the required funds. During the three months ended March 31,
1997, revenue from operations, Local General Partner advances and reserves of
the Local Partnerships have generally been sufficient to cover the operating
expenses and Mandatory Debt Service. Substantially all of the Local Partnerships
are effectively operating at or near break even levels, although certain Local
Partnerships' accounting information reflects operating deficits that do not
represent cash deficits due to their mortgage and financing structure and the
required deferral of property management fees. However, as discussed below,
certain Local Partnerships' operating information indicates below break even
operations after taking into account their mortgage and financing structure and
the required deferral of property management fees.
The terms of the partnership agreement of Christian Street Commons Associates
(the "Christian Street Local Partnership") require the Local General Partners of
the Christian Street Local Partnership to advance funds to cover operating
deficits up to $150,000 through 2008 and to cause the management agent to defer
property management fees in order to avoid a
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AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
(continued)
default under the mortgage. The Christian Street Local Partnership incurred an
operating deficit of approximately $11,000 for the three months ended March 31,
1997, which includes property management fees of approximately $1,000.
Accordingly, the net operating deficit was approximately $10,000. As of March
31, 1997, the Local General Partners of the Christian Street Local Partnership
have advanced approximately $52,000 under their Deficit Guarantee obligation. Of
Registrant's total annual Low-income Tax Credits, approximately 2% is allocated
from the Christian Street Local Partnership.
The terms of the partnership agreement of Orange City Plaza, Limited Partnership
(the "Orange City Plaza Local Partnership") require the Local General Partner of
the Orange City Plaza Local Partnership to advance funds to cover operating
deficits through 2005 and to cause the management agent to defer property
management fees in order to avoid a default under the mortgage. During the three
months ended March 31, 1997, Orange City Plaza Local Partnership incurred an
operating deficit of approximately $7,000, which includes property management
fees of approximately $1,000. Accordingly, the net operating deficit was
approximately $6,000. All required payments on the mortgage and real estate
taxes are current. Of Registrant's total annual Low-income Tax Credits,
approximately 2% is allocated from the Orange City Plaza Local Partnership.
The terms of the partnership agreement of Westminster Apartments Limited
Partnership (the "Westminster Local Partnership") require the Local General
Partner of the Westminster Local Partnership to cause the management agent to
defer property management fees in order to avoid a default under the mortgage.
During the three months ended March 31, 1997, Westminster Local Partnership
incurred an operating deficit of approximately $11,000, which includes property
management fees of approximately $3,000. Accordingly, the net operating deficit
was approximately $8,000. All required payments on the mortgage and real estate
taxes are current. The Westminster Local Partnership was entitled to a real
estate tax abatement which expired in 1996, resulting in an increase of
approximately $17,000 per annum in real estate tax expense. Although the Local
General Partner is appealing the real estate tax, the Westminster Local
Partnership is depositing escrows to cover the real estate taxes at the full
amount. There is no assurance that the Local General Partner will be successful
in its appeal. Of Registrant's total annual Low-income Tax Credits,
approximately 4% is allocated from the Westminster Local Partnership.
Results of Operations
Registrant's operating results are dependent upon the operating results of the
Local Partnerships and are significantly impacted by the Local Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting. Registrant accounts for its investment in Local Partnerships
in accordance with the equity method of accounting, under which the investment
is carried at cost which includes capital contributions payable, and is adjusted
for Registrant's share of the Local Partnership's results of operations and by
any cash distributions received. Equity in loss of each investment in Local
Partnership allocated to Registrant is recognized to the extent of Registrant's
investment balance in each Local Partnership. Any equity in loss in excess of
Registrant's investment balance in a Local Partnership is allocated to other
partners' capital in each such Local Partnership. As a result, the equity in
loss of investment in Local Partnerships is expected to decrease as Registrant's
investment balances in the respective Local Partnerships become zero. The
combined statements of operations of the Local Partnerships reflected in Note 3
to Registrant's financial statements include the operating results of all Local
Partnerships, regardless of Registrant's investment balances.
Cumulative losses and cash distributions in excess of investment in Local
Partnerships may result from a variety of circumstances, including a Local
Partnership's accounting policies, subsidy structure, debt structure and
operating deficits, among other things. Accordingly, cumulative losses and cash
distributions in excess of the investment are not necessarily indicative of
adverse operating results of a Local Partnership. See discussion above under
Material Changes in Financial Condition regarding certain Local Partnerships
currently operating below economic break even levels.
Three Months Ended June 29, 1997
For the three months ended June 29, 1997, Registrant had a net loss of
approximately $578,000, which included an equity in loss of investment in Local
Partnerships of approximately $516,000 for the three months ended March 31,
1997.
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AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
(continued)
Registrant's loss from operations for the three months ended June 29, 1997 of
approximately $62,000 was attributable to interest revenue of approximately
$66,000 and other income from Local Partnerships of approximately $4,000,
exceeded by operating expenses of approximately $132,000. Nonrecognition of
losses in excess of Registrant's investment in certain Local Partnerships during
the period was approximately $214,000.
The Local Partnerships' net loss of approximately $798,000 for the three months
ended March 31, 1997 was attributable to rental and other revenue of
approximately $2,703,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $2,472,000 and approximately $1,029,000
of depreciation and amortization expenses.
Three Months Ended June 29, 1996
For the three months ended June 29, 1996, Registrant had a net loss of
approximately $692,000, which included an equity in loss of investment in Local
Partnerships of approximately $639,000 for the three months ended March 31,
1996. Registrant's loss from operations for the three months ended June 29, 1996
of approximately $53,000 was attributable to interest revenue of approximately
$78,000, exceeded by operating expenses of approximately $131,000.
Nonrecognition of losses in excess of Registrant's investment in certain Local
Partnerships during the period was approximately $253,000.
The Local Partnerships' net loss of approximately $957,000 for the three months
ended March 31, 1996 was attributable to rental and other revenue of
approximately $2,578,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $2,463,000 and approximately $1,072,000
of depreciation and amortization expenses.
Three Months Ended June 29, 1997 v.
Three Months Ended June 29, 1996
Registrant's operations for the three months ended June 29, 1997 resulted in a
net loss of approximately $578,000 as compared to a net loss of approximately
$692,000 for the three months ended June 29, 1996. The decrease in net loss is
primarily attributable to a decrease in the equity in loss of investment in
Local Partnerships of approximately $123,000, which is primarily the result of
(i) an increase in the net rental income of the Local Partnerships and (ii) a
decrease in the nonrecognition of losses in excess of Registrant's investment in
Local Partnerships of approximately $39,000 in accordance with the equity method
of accounting.
<PAGE>
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AMERICAN TAX CREDIT PROPERTIES III L.P.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
On July 16, 1997, Everest Properties, Inc. ("Everest") demanded certain
information with respect to the holders of Units. Everest stated that
the purpose of the demand was to assist Everest in making an offer to
Unit holders to purchase their Units and otherwise to communicate with
them concerning such an offer. On July 25, 1997, Registrant requested
certain information from Everest in order to assess the appropriateness
of the demand. To date, the information has not been provided. On July
28, 1997, Everest filed a complaint against Registrant, the General
Partner and its general partner in the Court of Chancery of the State
of Delaware in and for New Castle County seeking, among other things,
an order directing the defendants to immediately furnish the requested
information and awarding the plaintiff any resulting damages.
Registrant is not aware of any other material legal proceedings.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
<PAGE>
<PAGE>
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.
AMERICAN TAX CREDIT PROPERTIES III L.P.
(a Delaware limited partnership)
By: Richman Tax Credit Properties III L.P.,
General Partner
by: Richman Housing Credits Inc.,
general partner
Dated: August 13, 1997 /s/ Richard Paul Richman
--------------- ------------------------
Richard Paul Richman
President, Chief Executive
Officer and Director of the
general partner of the
General Partner
Dated: August 13, 1997 /s/ Neal Ludeke
--------------- ---------------
Neal Ludeke
Vice President and
Treasurer of the general partner
of the General Partner
(Principal Financial and Accounting
Officer of Registrant)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>This schedule contains summary financial information extracted from the
quarter ended June 29, 1997 Form 10Q Balance Sheets and Statements of
Operations and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000856135
<NAME> American Tax Credit Properties, III L.P.
<MULTIPLIER> 1000
<CURRENCY> 0
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-30-1998
<PERIOD-START> MAR-31-1997
<PERIOD-END> JUN-29-1997
<EXCHANGE-RATE> 1.00
<CASH> 399
<SECURITIES> 2,939
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,831
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 13,831
<SALES> 0
<TOTAL-REVENUES> 70
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (132)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (578)
<INCOME-TAX> 0
<INCOME-CONTINUING> (578)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (578)
<EPS-PRIMARY> (16.00)
<EPS-DILUTED> 0
</TABLE>
