FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
OR
o 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: 0-21494
WNC HOUSING TAX CREDIT FUND III, L.P.
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
California 33-0463432
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 622-5565
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No_____
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 1999
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
December 31, 1999 and March 31, 1999................................3
Statements of Operations
For the three and nine months ended December 31, 1999 and 1998......4
Statement of Partners' Equity (Deficit)
For the nine months ended December 31, 1999 ........................5
Statements of Cash Flows
For the nine months ended December 31, 1999 and 1998................6
Notes to Financial Statements.........................................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...............................12
Item 3. Quantitative and Qualitative Disclosures Above Markets Risks......14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................14
Item 6. Exhibits and Reports on Form 8-K..................................14
Signatures................................................................15
2
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, 1999 March 31, 1999
----------------- --------------
(Unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 335,808 $ 335,746
Investment in limited partnerships - Note 2 3,970,939 4,556,343
----------------- --------------
$ 4,306,747 $ 4,892,089
================= ==============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Payable to limited partnerships -Note 4 $ 50,818 $ 50,818
Accrued fees and expenses due to
general partner and affiliates - Note 3 1,524,873 1,295,236
Payable to limited partnerships -Note 4 ----------------- --------------
Partners' equity (deficit): 1,575,691 1,346,054
General partner (13,211) (5,061)
Limited partners (15,000 units issued
and outstanding) 2,744,267 3,551,096
----------------- --------------
Total partners' equity 2,731,056 3,546,035
----------------- --------------
$ 4,306,747 $ 4,892,089
================= ==============
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended December 31, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
-------------------------------- ----------------------------
Three Nine Three Nine
Months Months Months Months
------ ------ ------ ------
<S> <C> <C> <C> <C>
Interest income $ 4,348 $ 11,944 $ 3,668 $ 11,867
----------- --------- ---------- ----------
Operating expenses:
Amortization 11,812 35,436 11,812 35,436
Asset management fees - Note 3 74,645 224,159 74,868 224,605
Legal and accounting 3,971 15,927 - 16,052
Other 3,698 11,013 3,208 10,327
----------- --------- ---------- ----------
Total operating expenses 94,126 286,535 89,888 286,420
----------- --------- ---------- ----------
Loss from operations (89,778) (274,591) (86,220) (274,553)
Equity in loss from limited partnerships (174,909) (540,388) (171,439) (755,339)
----------- --------- ---------- ----------
Net loss $ (264,687) $ (814,979) $ (257,659) $(1,029,892)
=========== ========= ========== ==========
Net loss allocated to:
General partner $ (2,647) $ (8,150) $ (2,577) $ (10,299)
=========== ========= ========== ==========
Limited partners $ (262,040) $ (806,829) $ (255,082) $(1,019,593)
=========== ========= ========== ==========
Net loss per limited
partner unit (15,000 units
issued and outstanding) $ (17) $ (53) $ (17) $ (68)
=========== ========= ========== ==========
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
For the Nine Months Ended December 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
------- -------- -----
<S> <C> <C> <C>
Partners' equity (deficit), March 31, 1999 $ (5,061) $ 3,551,096 $ 3,546,035
Net loss for the nine months ended
December 31, 1999 (8,150) (806,829) (814,979)
--------- ------------ ------------
Partners' equity (deficit), December 31, 1999 $ (13,211) $ 2,744,267 $ 2,731,056
========= ============ ============
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For the Nine Months Ended December 31, 1999 and 1998
(Unaudited)
1999 1998
---- ----
Cash flows from operating activities:
Net loss $ (814,979) $ (1,029,892)
Adjustments to reconcile net loss to net
cash used in operating activities:
Equity in loss from limited partnerships 540,388 755,339
Amortization 35,436 35,436
Asset management fees 224,158 224,605
Change in other assets - 259
Accrued fees and expenses due to
general partner and affiliates 5,479 3,209
--------- ----------
Net cash used in operating activities (9,518) (11,044)
--------- ----------
Cash flows from investing activities
Distribution from limited partnerships 9,580 5,056
--------- ----------
Net cash provided by investing activities 9,580 5,056
--------- ----------
Net increase (decrease) in cash and cash
equivalents 62 (5,988)
Cash and cash equivalents, beginning of period 335,746 344,474
--------- ----------
Cash and cash equivalents, end of period $ 335,808 $ 338,486
========= ==========
See accompanying notes to financial statements
6
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(Unaudited)
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 financial statements;
accordingly, the financial statements included herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the Partnership's Annual Report for the year ended March 31, 1999. 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 General Partner, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of December 31,
1999 and the results of operations and changes in cash flows for the three
months then ended.
Organization
WNC Housing Tax Credit Fund III, L.P., a California Limited Partnership (the
"Partnership"), was formed on May 10, 1991 under the laws of the State of
California. The Partnership was formed to invest primarily in other limited
partnerships (the "Local Limited Partnerships") which own and operate
multi-family housing complexes (the "Housing Complex") that are eligible for low
income housing credits. The local general partners (the "Local General
Partners") of each Local Limited Partnership retain responsibility for
maintaining, operating and managing the Housing Complex.
The general partner is WNC Tax Credit Partners, L.P. (the "General Partner"), a
California limited partnership, WNC & Associates, Inc. ("WNC") and Wilfred N.
Cooper, Sr. are the general partners of the General Partner. Wilfred N. Cooper,
Sr., through the Cooper Revocable Trust owns 66.8% of the outstanding stock of
WNC. John B. Lester is the original limited partner of the Partnership and owns
28.6% of the outstanding stock of WNC.
The partnership agreement authorized the sale of up to 15,000 units at $1,000
per Unit ("Units"). The offering of Units concluded on September 30, 1993 at
which time 15,000 Units representing subscriptions in the amount of $15,000,000
had been accepted. The General Partner has a 1% interest in operating profits
and losses, taxable income and losses, cash available for distribution from the
Partnership and tax credits. The limited partners will be allocated the
remaining 99% of these items in proportion to their respective investments.
After the limited partners have received proceeds from a sale or refinancing
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement) and the General Partner has received proceeds
equal to its capital contribution and a subordinated disposition fee (as
described in Note 3) from the remainder, any additional sale or refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.
Risks and Uncertainties
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
7
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1999
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships would be readily marketable. To the extent the
Housing Complexes receive government financing or operating subsidies, they may
be subject to one or more of the following risks: difficulties in obtaining
tenants for the Housing Complexes; difficulties in obtaining rent increases;
limitations on cash distributions; limitations on sales or refinancing of
Housing Complexes; limitations on transfers of Local Limited Partnership
Interests; limitations on removal of Local General Partners; limitations on
subsidy programs; and possible changes in applicable regulations. The Housing
Complexes are or will be subject to mortgage indebtedness. If a Local Limited
Partnership does not make its mortgage payments, the lender could foreclose
resulting in a loss of the Housing Complex and low-income housing credits. As a
limited partner of the Local Limited Partnerships, the Partnership will have
very limited rights with respect to management of the Local Limited
Partnerships, and will rely totally on the Local General Partners of the Local
Limited Partnerships for management of the Local Limited Partnerships. The value
of the Partnership's investments will be subject to changes in national and
local economic conditions, including unemployment conditions, which could
adversely impact vacancy levels, rental payment defaults and operating expenses.
This, in turn, could substantially increase the risk of operating losses for the
Housing Complexes and the Partnership. In addition, each Limited Local
Partnership is subject to risks relating to environmental hazards and natural
disasters, which might be uninsurable. Because the Partnership's operations will
depend on these and other factors beyond the control of the General Partner and
the Local General Partners, there can be no assurance that the anticipated low
income housing credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.
Method of Accounting for Investments in Limited Partnerships
The Partnership accounts for its investments in limited partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnership's are consistent with those of the Partnership. Costs incurred by
the Partnership in acquiring the investments are capitalized as part of the
investment account and are being amortized over 30 years.
Offering Expenses
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with selling limited
partnership interests in the Partnership. The General Partner is obligated to
pay all offering and organization costs in excess of 15% (including sales
commissions) of the total offering proceeds. Offering expenses are reflected as
a reduction of partners' capital and amounted to $2,250,000 at the end of all
periods presented.
8
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1999
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could materially differ from those estimates.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with remaining
maturities of three months or less when purchased to be cash equivalents.
Net Loss Per Limited Partner Unit
Net loss per limited partnership unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution and is computed by dividing loss available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net income per unit is not required.
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS
As of the periods presented, the Partnership has acquired limited partnership
interests in 48 Local Limited Partnerships, each of which owns one Housing
Complex consisting of an aggregate of 1,685 apartment units. The respective
general partners of the Local Limited Partnerships manage the day-to-day
operations of the entities. Significant Local Limited Partnership business
decisions require approval from the Partnership. The Partnership, as a limited
partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements, of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships.
Equity in losses of the Local Limited Partnerships is recognized in the
financial statements until the related investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the Partnership will resume applying the equity method only after its share of
such net income equals the share of net losses not recognized during the
period(s) the equity method was suspended.
9
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1999
(Unaudited)
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS, continued
The following is a summary of the equity method activity of the investment in
Local Limited Partnerships for the nine months ended December 31, 1999 and the
three months ended March 31, 1999:
December 31, 1999 March 31, 1999
----------------- --------------
Investment balance,
beginning of period $ 4,556,343 $ 4,811,538
Equity in loss from limited
Partnerships (540,388) (231,166)
Distributions from limited
partnerships (9,580) (12,217)
Amortization of capitalized
acquisition costs (35,436) (11,812)
----------------- --------------
Investment balance,
end of period $ 3,970,939 $ 4,556,343
================= ==============
Selected operating information from the combined financial statements of the
limited partnerships for the nine months ended December 31, 1999 and 1998 are as
follows:
1999 1998
---- ----
Total revenue $ 4,905,900 $ 4,937,900
----------------- --------------
Interest expense 1,396,800 3,529,500
Depreciation 1,471,500 1,451,100
Operating expenses 2,981,100 2,999,200
----------------- --------------
Total expenses 5,849,400 7,979,800
----------------- --------------
Net loss $ (943,500) $ (3,041,900)
================= ==============
Net loss allocable to the
Partnership $ (934,065) $ (3,011,481)
================= ==============
Net loss recognized by the
Partnership $ (540,388) $ (755,339)
================= ==============
NOTE 3 - RELATED PARTY TRANSACTIONS
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:
10
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1999
(Unaudited)
NOTE 3 - RELATED PARTY TRANSACTIONS, continued
(a) Annual Asset Management Fee. An annual asset management fee in an amount
equal to 0.5% of the Invested Assets of the Partnership, as defined.
"Invested Assets" means the sum of the Partnership's Investment in Local
Limited Partnership Interests and the Partnership's allocable share of the
amount of the mortgage loans on and other debts related to the Housing
Complexes owned by such Local Limited Partnerships. Fees of $224,159 and
$224,605 and were incurred during the nine months ended December 31, 1999
and 1998. The Partnership paid the General Partner or its affiliates $0 of
those fees during the nine months ended December 31, 1999 and 1998.
(b) Subordinated Disposition Fee. A subordinated disposition fee in an amount
equal to 1% of the sale price received in connection with the sale or
disposition of a Housing Complex. Subordinated disposition fees will be
subordinated to the prior return of the Limited Partners' capital
contributions and payment of the Preferred Return on investment to the
Limited Partners. "Preferred Return" means an annual, cumulative but not
compounded, "return" to the Limited Partners (including Low Income Housing
Credits) as a class on their adjusted capital contributions commencing for
each Limited Partner on the last day of the calendar quarter during which
the Limited Partner's capital contribution is received by the Partnership,
calculated at the following rates: (i) 16% through December 31, 2002, and
(ii) 6% for the balance of the Partnerships term. No disposition fees have
been paid.
(c) Interest in Partnership. The General Partner receives 1% of the
Partnership's allocated Low Income Housing Credits, which approximated
$24,000 for the General Partner for the year ended December 31, 1998. The
General Partner is also entitled to receive 1% of cash distributions. There
were no distributions of cash to the General Partner during the nine months
ended December 31, 1999 or 1998.
Accrued fees and expenses due to General Partner and affiliates consist of the
following:
December 31, 1999 March 31, 1999
----------------- --------------
Advances made for expenses $ 8442 $ 2,963
Asset management fees 1,516,431 1,292,273
----------------- --------------
$ 1,524,873 $ 1,295,236
================= ==============
NOTE 4 - PAYABLE TO LIMITED PARTNERSHIPS
Payable to Limited Partnerships represent amounts, which are due at various
times based on conditions specified in the respective limited partnership
agreements. These contributions are payable in installments, are generally due
upon the limited partnership achieving certain operating benchmarks and are
generally expected to be paid within two years of the Partnership's initial
investment.
NOTE 5 - INCOME TAXES
No provision for income taxes has been made, as the liability for income taxes
is an obligation of the partners of the Partnership.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial Condition
The Partnership's assets at December 31, 1999 consisted primarily of $336,000 in
cash and aggregate investments in the forty-eight Local Limited Partnerships of
$3,971,000. Liabilities at December 31, 1999 primarily consisted of $1,525,000
of accrued annual management fees due to the General Partner.
Results of Operations
Three Months Ended December 31, 1999 Compared to Three Months Ended December 31,
1998. The Partnership's net loss for the three months ended December 31, 1999
was $(265,000), reflecting a increase of $7,000 from the net loss experienced
for the three months ended December 31, 1998. The increase in net loss is
primarily due to equity in losses of limited partnerships which increase by
$4,000 to $(175,000) for the three months ended December 31, 1999 from
$(171,000) for the three months ended December 31, 1998. The Partnership did not
recognized certain losses of the Local Limited Partnerships. The investments in
such Local Limited Partnerships reached $0 at December 31, 1999. Since the
Partnership's liability with respect to its investments is limited, losses in
excess of investment are not recognized. Along with the increase of equity in
losses from the limited partnerships there was a increase in loss from
operations of $3,000 for the three months ended December 31, 1999 to $(89,000)
from $(86,000) for the three months ended December 31, 1998
Nine Months Ended December 31, 1999 Compared to Nine Months Ended December 31,
1998. The Partnership's net loss for the nine months ended December 31, 1999 was
$(815,000), reflecting a decrease of $215,000 from the net loss experienced for
the nine months ended December 31, 1998. The decline in net loss is primarily
due to equity in losses of limited partnerships which declined by $215,000 to
$(540,000) for the nine months ended December 31, 1999 from $(755,000) for the
nine months ended December 31, 1998. This decrease was a result of the
Partnership not recognizing certain losses of the Local Limited Partnerships.
The investments in such Local Limited Partnerships reached $0 at December 31,
1999. Since the Partnership's liability with respect to its investments is
limited, losses in excess of investment are not recognized.
Cash Flows
Nine Months Ended December 31, 1999 Compared to Nine Months Ended December 31,
1998. Net cash provided during the nine months ended December 31,1999 was $62
compared to a net cash decrease of $(6,000) for the nine months ended December
31, 1998. The change was due primarily to an increase in distributions of
$5,000, and a decrease in operating costs of $1,000.
During the nine months ended December 31, 1999 and the nine moths ended December
31, 1998, accrued payables, which consist primarily of related party management
fees due to the General Partner, increased by $224,000 and $225,000
respectively. The General Partner does not anticipate that these accrued fees
will be paid in full until such time as capital reserves are in excess of future
foreseeable working capital requirements of the Partnership.
The Partnership expects its future cash flows, together with its net available
assets at December 31, 1999, to be sufficient to meet all currently foreseeable
future cash requirements.
12
<PAGE>
Impact of Year 2000
WNC & Associates, Inc.
Status of Readiness
Information Technology (IT) Systems. The Partnership relies on the IT systems of
WNC, its ultimate general partner. IT systems include computer hardware and
software used to produce financial reports and tax return information. This
information is then used to generate reports to investors and regulatory
agencies, including the Internal Revenue Service and the Securities and Exchange
Commission. The IT systems of WNC are year 2000 compliant.
Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems include machinery and equipment such as telephones, voice mail and
electronic postage equipment. Except for one telephone system, the non-IT
systems of WNC are year 2000 compliant. The one telephone system will require
the replacement of one computer and one software application, both of which will
be completed on or before October 1, 1999.
Service Providers. WNC also relies on the IT and non-IT systems of service
providers. Service providers include utility companies, financial institutions,
telecommunications carriers, municipalities, and other outside vendors. WNC has
obtained verbal assurances from its material service providers (electrical power
provider, financial institutions and telecommunications carriers) that their IT
and non-IT systems are year 2000 compliant. There can be no assurance that this
compliance information is correct. There also can be no assurance that the
systems of other, less-important service providers and outside vendors will be
year 2000 compliant.
Costs to Address Year 2000 Issues
The cost to address year 2000 issues for WNC has been less than $20,000. The
cost to replace the telephone system noted above will be less than $5,000. The
cost to deal with potential year 2000 issues of other outside vendors cannot be
estimated at this time.
Risk of Year 2000 Issues
The most reasonable and likely result from non-year 2000 compliance of systems
of the service providers noted above will be the disruption of normal business
operations for WNC. This disruption would, in turn, lead to delays in performing
reporting and fiduciary responsibilities on behalf of the Partnership. The worst
case scenario would be the replacement of a service provider. These delays would
likely be temporary and would likely not have a material effect on the
Partnership or WNC.
Local Limited Partnerships
Status of Readiness
WNC is in the process of obtaining year 2000 certifications from each Local
General Partner of each Local Limited Partnership. Those certifications will
represent to the Partnership that the IT and non-IT systems critical to the
operation of the Housing Complexes and investor reporting to the Partnership are
year 2000 compliant. These certifications will also represent to the Partnership
that the IT and non-IT systems of property management companies, independent
accountants, electrical power providers, financial institutions and
telecommunications carriers used by the Local Limited Partnership are year 2000
compliant.
There can be no assurance that the representations in the certifications will be
correct. There also can be no assurance that the systems of other,
less-important service providers and outside vendors, upon which the Local
Limited Partnerships rely, will be year 2000 compliant.
13
<PAGE>
Costs to Address Year 2000 Issues
There will be no cost to the Partnership as a result of assessing year 2000
issues for the Local Limited Partnerships. The cost to deal with potential year
2000 issues of the Local Limited Partnerships cannot be estimated at this time.
Risk of Year 2000 Issues
There may be Local General Partners who indicate that they or their property
management company are not year 2000 compliant and do not have plans to become
year 2000 compliant before the end of 1999. There may be other Local General
Partners who are unwilling to respond to the certification request. The most
likely result of either non-compliance or failure to respond will be the removal
and replacement of the property management company and/or the Local General
Partner with year 2000 compliant operators.
Despite the efforts to obtain certifications, there can be no assurance that the
Partnership will be unaffected by year 2000 issues. The most reasonable and
likely result from non-year 2000 compliance will be the disruption of normal
business operations for the Local Limited Partnerships, including but not
limited to the possible failure to properly collect rents and meet their
obligations in a timely manner. This disruption would, in turn, lead to delays
by the Local Limited Partnerships in performing reporting and fiduciary
responsibilities on behalf of the Partnership. The worst-case scenario would
include the initiation of foreclosure proceedings on the property by mortgage
debt holders. Under these circumstances, WNC or its affiliates will take actions
necessary to minimize the risk of foreclosure, including the removal and
replacement of a Local General Partner by the Partnership. These delays would
likely be temporary and would likely not have a material effect on the
Partnership or WNC.
Item 3: Quantitative and Qualitative Disclosures Above Market Risks
NONE
Part II. Other Information
Item 1. Legal Proceedings
NONE
Item 6. Exhibits and Reports on Form 8-K
NONE
14
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WNC HOUSING TAX CREDIT FUND III, L.P.
By: WNC Tax Credit Partners, L.P., General Partner
By: WNC & Associates, Inc., General Partner
By: /s/ Wilfred N. Cooper, Jr.
Wilfred N. Cooper, Jr., President
WNC & Associates, Inc.
Date: February 14, 2000
By: /s/ Michael L. Dickenson
Michael L. Dickenson, Vice President-Chief Financial Officer
WNC & Associates, Inc.
Date: February 14, 2000
15
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000875278
<NAME> WNC Housing Tax Credit Fund III, L.P.
<MULTIPLIER> 1
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 335,808
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 335,808
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,306,747
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,731,056
<TOTAL-LIABILITY-AND-EQUITY> 4,306,747
<SALES> 0
<TOTAL-REVENUES> 11,944
<CGS> 0
<TOTAL-COSTS> 286,535
<OTHER-EXPENSES> 540,388
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (814,979)
<INCOME-TAX> 0
<INCOME-CONTINUING> (814,979)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (814,979)
<EPS-BASIC> (53)
<EPS-DILUTED> 0
</TABLE>
