Item 1.
Business.
General Development of Business and Narrative Description of Business
American Tax Credit Properties III L.P. (the "Registrant"), a Delaware limited partnership, was formed on September 21, 1989 to invest primarily in leveraged low-income multifamily residential complexes (the “Property” or “Properties”) that qualified for the low-income housing tax credit (the "Low-income Housing Tax Credit") in accordance with Section 42 of the Internal Revenue Code (“IRC”), through the acquisition of limited partner equity interests (the “Local Partnership Interests”) in partnerships (the "Local Partnership" or "Local Partnerships") that are the owners of the Properties. The Local Partnerships hold their respective Properties in fee. Registrant initially invested in forty-three such Local Partnerships. Registrant considers its activity to constitute a single industry segment.
Richman Tax Credit Properties III L.P. (the "General Partner"), a Delaware limited partnership, was formed on September 21, 1989 to act as the General Partner of Registrant. The general partner of the General Partner is Richman Housing Credits Inc. ("Richman Housing"), a Delaware corporation that is wholly owned by Richard Paul Richman. Richman Housing is an affiliate of The Richman Group, Inc. ("Richman Group"), a Delaware corporation founded by Richard Paul Richman in 1988.
The Amendment No. 2 to the Registration Statement on Form S-11 was filed with the Securities and Exchange Commission (the "SEC") on February 1, 1990 pursuant to the Securities Act of 1933 under Registration Statement File No. 33-31390 and was declared effective on February 2, 1990. Reference is made to the prospectus dated February 7, 1990, as supplemented by Supplement No. 1, Supplement No. 2, Supplement No. 3, Supplement No. 4, Supplement No. 5 and Supplement No. 6 dated June 6, 1990, November 21, 1990, December 20, 1990, October 30, 1991, December 26, 1991 and January 15, 1992, respectively, filed with the SEC pursuant to Rule 424(b)(3) under the Securities Act of 1933 (the "Prospectus"). Pursuant to Rule 12b-23 of the SEC's General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the description of Registrant's business set forth under the heading "Investment Objectives and Policies" at pages 44 through 66 of the Prospectus is hereby incorporated into this Annual Report by reference.
On March 12, 1990, Registrant commenced, through Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), the offering of up to 150,000 units of limited partnership interest (the "Units") at $1,000 per Unit to investors (the “Limited Partners”). On June 13, 1990, December 27, 1990, December 31, 1991 and January 23, 1992 the closings for 19,730, 9,622, 5,227 and 1,304 Units, respectively, took place, amounting to aggregate Limited Partners’ capital contributions of $35,883,000.
Registrant's primary objective, to provide Low-income Housing Tax Credits to the Limited Partners, has been completed. The relevant state tax credit agency allocated each of the Local Partnerships an amount of Low-income Housing Tax Credits, which are generally available for a ten year period from the year the Property is placed in service (the “Ten Year Credit Period”). The Ten Year Credit Period was fully exhausted with respect to all of the Properties as of December 31, 2003. The required holding period of each Property, in order to avoid Low-income Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing Tax Credits commence on the last building of the Property (the "Compliance Period"). The Compliance Period of all of the Local Partnerships had expired as of December 31, 2007. In addition, certain of the Local Partnerships entered into agreements with the relevant state tax credit agencies whereby the Local Partnerships must maintain the low-income nature of the Properties for a period which exceeds the Compliance Period (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period (the “Extended Use Provisions”). Note that the existence of Extended Use Provisions does not extend the Compliance Period of the respective Local Partnerships. However, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted.
Disposal of Local Partnership Interests
Registrant is in the process of disposing of its remaining Local Partnership Interests. As of June 2013, Registrant owns twenty-six of the forty-three Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the general partners of the Local Partnerships (the “Local General Partners”) of all then remaining Local Partnerships to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s remaining Local Partnership Interests. It is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments. Registrant intends to dissolve after the final disposition of its remaining Local Partnership Interests. There can be no assurance as to when Registrant will dispose of its remaining Local Partnership Interests.
Item 1. Business (Continued).
Financial Information About Industry Segments
Registrant is engaged solely in the business of owning a Local Partnership Interest in each of the Local Partnerships. A presentation of information regarding industry segments is not applicable and would not be material to an understanding of Registrant’s business taken as a whole. See Item 8 below - Financial Statements and Supplementary Information.
Competition
Pursuant to Rule 12b-23 of the SEC's General Rules and Regulations promulgated under the Exchange Act, the description of Registrant's competition, general risks, tax risks and partnership risks set forth under the heading "Risk Factors" at pages 20 through 31 of the Prospectus is hereby incorporated into this Annual Report by reference.
Employees of Registrant
Registrant employs no personnel and incurs no payroll costs. All management activities of Registrant are conducted by the General Partner. An affiliate of the General Partner employs individuals who perform the management activities of Registrant. This entity also performs similar services for other affiliates of the General Partner.
Regulation
The following is a brief summary of certain regulations applicable to Registrant and is not, nor should it be considered, a full summary of the law or all related issues. Other than as set forth above and below, Registrant is not aware of any existing or probable federal, state or local governmental regulations, or any recent changes to such governmental regulations, which would have an effect on Registrant’s business.
Virtually all of the Properties owned by the Local Partnerships have some form of a government funded rental subsidy that affords the low-income tenants the ability to reside at the Properties. During the period that a subsidy agreement is in existence, approval of the subsidy provider may be required prior to the sale of a Local Partnership Interest or the transfer of the Property by the Local Partnership to another entity. There can be no assurance that the required governmental agencies will approve any of the requested transfers, that such approvals will be received in a timely manner or that other conditions will not be imposed for such approvals. The failure to obtain or a delay in obtaining any required approvals would have adverse consequences to the Limited Partners.
In the case of certain of the Local Partnerships, the local housing authority has the right, for a period of time, to find a purchaser for the Property prior to the Local General Partner beginning its own efforts to sell the Property. There can be no assurance that the local housing authorities will be successful in finding purchasers for such Properties, which may adversely impact the timing of Property sales.
Certain of the Local Partnerships are subject to restrictions on the amount of annual cash distributions to partners under the terms of such Local Partnerships’ loan, regulatory or other agreements.
Registrant is not aware of any non-compliance by the Local Partnerships with respect to federal, state and local provisions regulating the discharge of material into the environment or otherwise relating to the protection of the environment, and is not aware of any condition that would have a material effect on the capital expenditures or competitive position of Registrant.
Item 1A.
Item 1A.
Risk Factors.
Risks Relating to Registrant’s Business and Industry
There is no guarantee that the remaining Properties will be sold or, if sold, that Registrant would receive any proceeds.
As noted above in Item 1 - Business, in a prior year, Registrant served a demand on the Local General Partners of all then remaining Local Partnerships to commence a sale process to dispose of the Properties. However, the market of interested buyers of the Properties is limited. Some of the factors which negatively impact the marketability of the Properties, or equivalently, the Local Partnership Interests, include:
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the Extended Use Provisions;
Item 1A.
Risk Factors (Continued).
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the substantial remaining mortgage balances on the Properties, which are typically very near the initial balances as a result of the heavily subsidized debt of the Local Partnerships and the lengthy (usually near 40-year) amortization period of the debt; and
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poor economic conditions.
It is generally expected, therefore, that in the event a sale of a Property by a Local Partnership can be consummated, the net proceeds of such sale, after repayment of any outstanding debt and other liabilities, are not likely to be significant. Moreover, a portion of the net proceeds from the sale of a Property by a Local Partnership may be payable to the Local General Partner and/or affiliates thereof for prior operating advances and deferred fees. As such, there will likely not be significant proceeds, if any, upon a sale of a Property that will be available for distribution by the Local Partnership to Registrant. In the event a sale cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s remaining Local Partnership Interests. However, it is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments.
The Local Partnerships may be required to continue to maintain the low-income nature of the Properties beyond the Compliance Period under agreements with state tax credit agencies.
As noted above in Item 1 - Business, certain of the Local Partnerships entered into agreements containing Extended Use Provisions with the relevant state tax credit agencies whereby the Local Partnerships must maintain the low-income nature of the Properties for a period which exceeds the Compliance Period (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period. Although the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted.
Properties owned by the Local Partnerships are subject to certain risks relating to the real estate industry in general that are outside of the control of the Local Partnerships or Registrant and that may have an adverse effect on Registrant’s investment in such Local Partnerships.
Registrant’s investment in the Local Partnerships is subject to the risks associated with multi-family rental property and real estate in general, including retail, commercial and residential real estate. Such risks, which are subject to change and are not in the control of Registrant, include risks related to:
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the adverse use of adjacent or neighborhood real estate;
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regulated rents, which may adversely impact rent increases;
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utility allowances, which may adversely impact rents charged to tenants from year to year in certain locations;
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the inability of tenants to pay rent in light of current market conditions;
●
changes in the demand for or supply of competing properties;
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changes in state or local tax rates and assessments;
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increases in utility charges;
●
unexpected expenditures for repairs and maintenance;
●
the discovery of previously undetected environmentally hazardous conditions;
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costs associated with complying with the Americans with Disabilities Act;
●
uninsured losses relating to real property or excessively expensive premiums for insurance coverage;
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lawsuits from tenants or guests in connection with injuries that occur on the Properties;
Item 1A.
Risk Factors (Continued).
●
changes in local economic conditions; and
●
changes in interest rates and the availability of financing (including changes resulting from current market conditions).
The occurrence of any of the above risks could have a negative impact on the operating results of such Properties and the respective Local Partnerships and, in turn, may render the sale or refinancing of the Properties difficult or unattractive, which could adversely affect Registrant’s investment in such Local Partnerships.
The modification or elimination of government rental subsidies on which the Local Partnerships rely would require the Local Partnerships to use existing funds or obtain additional funds to continue to operate the respective Properties. Because Registrant’s investments in the Local Partnerships are highly leveraged, it would be highly difficult to obtain such additional funds.
Virtually all of the Properties owned by the Local Partnerships have some form of a government funded rental subsidy, which affords the low-income tenants the ability to reside at the Properties. The Local Partnerships are extremely reliant on such subsidies. If the respective rental subsidy programs were to be materially modified or eliminated, the Local Partnerships’ rental revenue would likely be significantly reduced. To the extent that revenues are not sufficient to meet operating expenses and service the respective mortgages of the Properties, such Local Partnership would be required to use reserves and any other funds available to avoid foreclosure of the subject Property. Registrant’s investments in the Local Partnerships are highly leveraged, and there can be no assurance that additional funds would be available to any Local Partnership or Registrant, if needed. In addition, there can be no assurance that, when a Property is sold, the proceeds from a sale will be sufficient to pay the balance due on the mortgage loans or any other outstanding indebtedness to which the Local Partnership is subject.
Limited Partners may not be able to use all of the carried forward Low-income Housing Tax Credits.
While a limited exception is provided for Low-income Housing Tax Credits in the case of individuals, tax losses and credits allocated to a Limited Partner who is an individual, trust, estate or personal service corporation generally may be used to reduce the Limited Partner’s tax liability only to the extent that such liability arises from passive activities. Therefore, tax losses and credits allocated to such a Limited Partner are not expected to be available to offset tax liabilities that arise from salaries, dividends and interest and other forms of income. In addition, Low-income Housing Tax Credits cannot be used to offset alternative minimum tax. Accordingly, there is no guarantee that Limited Partners will be able to utilize all of the carried forward Low-income Housing Tax Credits.
Risks Relating to Ownership of Units of Limited Partnership Interest of Registrant
There is no existing market for the Units.
There is no trading market for Units and there are no assurances that any market will develop. In addition, the Units may be transferred only if certain requirements are satisfied, including requirements that such transfer would not impair Registrant’s tax status for federal income tax purposes and would not be a violation of federal or state securities laws. Accordingly, Limited Partners may not be able to sell their Units promptly and bear the economic risk of their investment for an indefinite period of time.
Under certain circumstances, Limited Partners of Registrant may incur out-of-pocket tax costs.
At some point, Registrant’s operations (including the sale or refinancing of the Properties owned by the Local Partnerships) may generate less cash flow than taxable income, and the income, as well as the income taxes payable with respect to Registrant’s taxable income, may exceed cash flow available for distribution to the Limited Partners in such years. This may result in an out-of-pocket tax cost to the Limited Partners. In addition, a Limited Partner may experience taxable gain on disposition of Units or upon a disposition of the Local Partnership Interests or of the Properties even though no cash is realized on the disposition; in such circumstances, the Limited Partners may experience an out-of-pocket tax cost.
Limited Partners of Registrant may not receive a return of any portion of their original capital investment in Registrant.
To date, the Limited Partners of Registrant have not received a return of any portion of their original capital. Accordingly, the only benefit of this investment may be the Low-income Housing Tax Credits.
Item 1B.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2.
Item 2. Properties.
The executive offices of Registrant and the General Partner are located at 340 Pemberwick Road, Greenwich, Connecticut 06831. Registrant does not own or lease any properties. Registrant pays no rent; all charges for leased space are borne by an affiliate of the General Partner.
Registrant initially acquired Local Partnership Interests in forty-three Local Partnerships. As discussed above in Item 1 - Business, the Compliance Period of all of the Local Partnerships had expired as of December 31, 2007 and, accordingly, Registrant is in the process of disposing of its remaining Local Partnership Interests. As of June 2013, Registrant owns twenty-six of the forty-three Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the Local General Partners of all then remaining Local Partnerships to commence a sale process to dispose of the Properties, which Registrant intends will result in a termination of Registrant’s remaining Local Partnership Interests and ultimately the dissolution of Registrant.
In the event a sale of the remaining Properties cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s remaining Local Partnership Interests. It is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments. In addition, certain of the Local Partnerships entered into agreements with Extended Use Provisions with the relevant state tax credit agencies whereby the Local Partnerships must maintain the low-income nature of the Properties for a period which exceeds the Compliance Period (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period. While the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted. There can be no assurance as to when the Local Partnerships will dispose of the Properties, when Registrant will dispose of the remaining Local Partnership Interests or the amount of proceeds which may be received in such dispositions. In addition to amounts that remain outstanding under the terms of the debt structure of the respective Local Partnerships, certain Local Partnerships have outstanding obligations to the Local General Partners and/or affiliates thereof for operating advances made over the years and for certain fees that were deferred.
The initial Local Partnership Interests were acquired by Registrant from 1990 through 1992. Although Registrant generally owns a 98.9% to 99% Local Partnership Interest in the remaining Local Partnerships, Registrant assigned one-half of its 99% Local Partnership Interest in Sydney Engel Associates, L.P. (“Sydney Engel”) to an affiliate of the Local General Partner of Sydney Engel during the year ended March 30, 2010. In addition, Registrant and American Tax Credit Properties II L.P. ("ATCP II"), a Delaware limited partnership whose general partner is an affiliate of the General Partner, together, in the aggregate, own a 99% Local Partnership Interest in the following Local Partnerships:
Many of the Local Partnerships receive rental subsidy payments (see descriptions of the subsidies below). The subsidy agreements expire at various times. 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. Such changes could adversely affect the future net operating income before debt service (“NOI”) and debt structure of any or all Local Partnerships currently receiving such subsidies.
Item 2. Properties (Continued).
Item 2. Properties (Continued).
Item 2. Properties (Continued).
Item 2. Properties (Continued).
(1)
Description of Subsidies:
(a) The Local Partnership’s debt structure includes a principal or interest payment subsidy.
(b) The Rural Housing Service/Rural Development (formerly the Farmers Home Administration) of the United States Department of Agriculture Rental Assistance Program allows qualified low-income tenants to receive rental subsidies.
(c) The Commonwealth of Massachusetts participates in a rental assistance program.
(2)
Reflects amount attributable to Registrant only.
(3)
The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheets of the Local Partnerships as of December 31, 2012 and 2011 in Note 6 to the accompanying financial statements.
Item 2. Properties (Continued).
(4)
The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheet of the Local Partnerships as of December 31, 2012 in Note 6 to the accompanying financial statements.
(5)
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in March 2010. The combined statement of operations of the Local Partnerships for the year ended December 31, 2010 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
(6)
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in August 2010. The combined statement of operations of the Local Partnerships for the year ended December 31, 2010 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
(7)
Registrant assigned its Local Partnership Interest to an unaffiliated third party in November 2010. The combined statement of operations of the Local Partnerships for the year ended December 31, 2010 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership through the date of assignment.
(8)
Registrant withdrew from the Local Partnership in December 2010, thereby transferring its interest to the Local General Partners. The combined statement of operations of the Local Partnerships for the year ended December 31, 2010 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2010.
(9)
The Local Partnership sold its underlying Property to an unaffiliated third party in January 2011. The combined statement of operations of the Local Partnerships for the year ended December 31, 2011 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
(10)
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in July 2012. The combined statement of operations of the Local Partnerships for the year ended December 31, 2012 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).
(11)
Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in August 2012. The combined statement of operations of the Local Partnerships for the year ended December 31, 2012 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).
(12)
Registrant sold its Local Partnership Interest to affiliates of the Local General Partners in October 2012; such Local Partnerships have the same Local General Partner. The combined statement of operations of the Local Partnerships for the year ended December 31, 2012 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnerships through the date of sale (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).
(13)
Registrant sold its Local Partnership Interest to an unaffiliated third party in December 2012. The combined statement of operations of the Local Partnership for the year ended December 31, 2012 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnerships for all of 2012 (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).
(14)
Registrant sold its Local Partnership Interest to an unaffiliated third party in May 2013 (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).
(15)
Capital contribution includes voluntary advances made to the Local Partnership.
Item 3.
Item 3.
Legal Proceedings.
None.
Item 4.
Item 4.
Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information and Holders
There is no established public trading market for the Units. Accordingly, accurate information as to the market value of a Unit at any given date is not available. The number of record holders of Units as of June 13, 2013 was approximately 1,323, holding an aggregate of 35,883 Units.
Merrill Lynch follows internal guidelines for providing estimated values of limited partnerships and other direct investments reported on client account statements. Pursuant to such guidelines, estimated values for limited partnership interests reported on Merrill Lynch client account statements (such as Registrant’s Units) are provided to Merrill Lynch by independent valuation services, whose estimated values are based on financial and other information available to them. In addition, Registrant may provide an estimate of value to Unit holders from time to time in Registrant's reports to Limited Partners. The estimated values provided by the independent services and Registrant, which may differ, are not market values and Unit holders may not be able to sell their Units or realize either amount upon a sale of their Units. Unit holders may not realize such estimated values upon the liquidation of Registrant.
Distributions
Registrant owns a Local Partnership Interest in Local Partnerships that are the owners of Properties that are leveraged and receive government assistance in various forms of rental and debt service subsidies. The distribution of cash flow generated by the Local Partnerships may be restricted, as determined by each Local Partnership's financing and subsidy agreements. Accordingly, Registrant does not anticipate that it will provide significant cash distributions to its Limited Partners in the future. There were no cash distributions to the Limited Partners during the years ended March 30, 2013 and 2012.
Low-income Housing Tax Credits, which are subject to various limitations, may be used by the Limited Partners to offset federal income tax liabilities. Registrant generated total Low-income Housing Tax Credits from investments in Local Partnerships of approximately $1,559 per Unit. The Ten Year Credit Period with respect to the Properties was fully exhausted as of December 31, 2003 and the Compliance Periods of the Local Partnerships had expired as of December 31, 2007. In a prior year, Registrant served a demand on the Local General Partners of all then remaining Local Partnerships to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s remaining Local Partnership Interests. It is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments.
Recent Sales of Unregistered Securities
None.
Item 6.
Item 6.
Selected Financial Data.
Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Capital Resources and Liquidity
Registrant admitted limited partners (the “Limited Partners”) in four closings with aggregate Limited Partners’ capital contributions of $35,883,000. In connection with the offering of the sale of units (the “Units”), Registrant incurred organization and offering costs of approximately $4,419,000 and established a working capital reserve of approximately $2,153,000. The remaining net proceeds of approximately $29,311,000 (the “Net Proceeds”) were available to be applied to the acquisition of limited partner interests (the “Local Partnership Interests”) in partnerships (the “Local Partnerships”) that own low-income multifamily residential complexes (the “Property” or “Properties”) that qualified for the low-income housing tax credit (the “Low-income Housing Tax Credit”) in accordance with Section 42 of the Internal Revenue Code (“IRC”). The Net Proceeds were utilized in acquiring a Local Partnership Interest in forty-three Local Partnerships.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).
As of March 30, 2013, Registrant has cash and cash equivalents and investment in Pemberwick Fund, a short duration bond fund (“Pemberwick”) totaling $862,425, which is available for operating expenses of Registrant and circumstances which may arise in connection with the Local Partnerships. Future sources of Registrant funds are expected to be primarily from interest earned on working capital and limited cash distributions from Local Partnerships. In addition, although it is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Local Partnership, Registrant may be entitled to sales proceeds of certain Local Partnerships’ Properties and may receive proceeds in the event of a sale of its remaining Local Partnership Interests.
During the year ended March 30, 2013, Registrant received cash from interest revenue, redemptions from Pemberwick, distributions from Local Partnerships and proceeds from the sale of certain Local Partnership Interests (see discussion below under Results of Operations and Local Partnership Matters), and utilized cash for operating expenses and investments in Pemberwick. Cash and cash equivalents and investment in Pemberwick decreased, in the aggregate, by approximately $99,000 during the year ended March 30, 2013, (which includes an unrealized gain on investment in Pemberwick in the amount of approximately $9,000).
Accounts payable and accrued expenses and payable to general partner and affiliates in the accompanying balance sheet as of March 30, 2013 include cumulative deferred administration fees and management fees of $3,478,314.
Results of Operations
Registrant’s operating results are dependent, in part, upon the operating results of the Local Partnerships and are impacted by the Local Partnerships’ policies. In addition, the operating results herein are not necessarily the same for tax reporting. Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting. Accordingly, the investment is carried at cost and is adjusted for Registrant’s share of each Local Partnership’s results of operations and by cash distributions received. In the event the operations of a Local Partnership result in a loss, equity in loss of each investment in Local Partnership allocated to Registrant is recognized to the extent of Registrant’s investment balance in each Local Partnership. Equity in loss in excess of Registrant’s investment balance in a Local Partnership is allocated to other partners’ capital in any such Local Partnership. As a result of cumulative equity losses and distributions and the sale of certain Local Partnerships’ Properties and/or Registrant’s Local Partnership Interests, Registrant’s investment in local partnerships reached a zero balance during the year ended March 30, 2011. The combined statements of operations of the Local Partnerships reflected in Note 6 to Registrant’s financial statements include the operating results of all Local Partnerships, irrespective 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.
Registrant’s operations for the years ended March 30, 2013, 2012, and 2011 resulted in net income (loss) of $(18,066), $(339,009), and $74,872, respectively. The decrease in net loss from fiscal 2012 to fiscal 2013 is primarily attributable to gain on sale of limited partner interests/local partnership properties of approximately $321,000 in connection with Registrant’s sale of certain Local Partnership Interests (see discussion below under Local Partnership Matters). Other comprehensive income for the year ended March 30, 2013 resulted from an unrealized gain on investment in Pemberwick of $9,325. The increase in net loss from fiscal 2011 to fiscal 2012 is primarily attributable to (i) a gain on sale of limited partner interests/local partnership properties of approximately $375,000 in connection with NP-89 Limited Dividend Housing Association Limited Partnership (“NP-89”) and Christian Street Commons Associates being recognized in fiscal 2011, (ii) a decrease in equity in income of investment in local partnerships of approximately $100,000, which decrease is the result of Registrant’s fiscal 2011 sale of its Local Partnership Interest in NP-89, the only Local Partnership in which Registrant continued to have an investment balance and (iii) a decrease in other income from local partnerships of approximately $64,000, all partially offset by a decrease in administration fees and management fees in the cumulative amount of approximately $120,000. Such decrease was due, in part, to an under accrual as of March 30, 2010. Other comprehensive loss for the year ended March 30, 2012 resulted from an unrealized loss on investment in Pemberwick of $13,839 and the reclassification of unrealized gain on investment in bond of $2,730.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).
The Local Partnerships’ net loss of approximately $1,691,000 for the year ended December 31, 2012 includes depreciation and amortization expense of approximately $2,955,000 and interest on non-mandatory debt of approximately $179,000, and does not include required principal payments on permanent mortgages of approximately $711,000. The Local Partnerships’ net loss of approximately $156,000 for the year ended December 31, 2011 includes gain on sale of property of $1,380,000, depreciation and amortization expense of approximately $2,949,000 and interest on non-mandatory debt of approximately $214,000, and does not include required principal payments on permanent mortgages of approximately $574,000. The Local Partnerships’ net loss of approximately $1,279,000 for the year ended December 31, 2010 includes depreciation and amortization expense of approximately $3,428,000 and interest on non-mandatory debt of approximately $399,000, and does not include required principal payments on permanent mortgages of approximately $863,000. The results of operations of the Local Partnerships for the year ended December 31, 2012 are not necessarily indicative of the results that may be expected in future periods. Revenue and expense fluctuations over the past three years have resulted primarily from Registrant’s sales of Local Partnership Interests and certain Local Partnerships’ Property sales.
Local Partnership Matters
Registrant's primary objective, to provide Low-income Housing Tax Credits to its Limited Partners, has been completed. The relevant state tax credit agency allocated each of the Local Partnerships an amount of Low-income Housing Tax Credits, which are generally available for a ten year period from the year the Property is placed in service (the “Ten Year Credit Period”). The Ten Year Credit Period was fully exhausted with respect to all of the Properties as of December 31, 2003. The required holding period of each Property, in order to avoid Low-income Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing Tax Credits commence on the last building of the Property (the "Compliance Period"). The Compliance Period of all of the Local Partnerships had expired as of December 31, 2007. In addition, certain of the Local Partnerships entered into agreements with the relevant state tax credit agencies whereby the Local Partnerships must maintain the low-income nature of the Properties for a period which exceeds the Compliance Period (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period (the “Extended Use Provisions”). Although the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted. Registrant is in the process of disposing of its remaining Local Partnership Interests. As of June 2013, Registrant owns twenty-six of the forty-three Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the general partners of the then remaining Local Partnerships (the “Local General Partners”) to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s remaining Local Partnership Interests. It is uncertain as to the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments. Registrant intends to dissolve after the final disposition of its remaining Local Partnership Interests; there can be no assurance as to when Registrant will dispose of its remaining Local Partnership Interests.
The Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located throughout the United States and in Puerto Rico. Many of the Local Partnerships receive rental subsidy payments under the terms of agreements that expire at various times. 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. Such changes could adversely affect the future net operating income (“NOI”) before debt service and debt structure of any or all Local Partnerships currently receiving such subsidies.
The Local Partnerships have various financing structures which include (i) required debt service payments ("Mandatory Debt Service") and (ii) debt service payments which are payable only from available cash flow subject to the terms and conditions of the notes, which may be subject to specific laws, regulations and agreements with appropriate federal and state agencies ("Non-Mandatory Debt Service or Interest"). Registrant has no legal obligation to fund any operating deficits of the Local Partnerships.
During the year ended March 30, 2013, Registrant sold its Local Partnership Interest in Hayes Run Limited Partnership (“Hayes Run”) to an affiliate of the Local General Partner of Hayes Run for $67,500; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2013.
During the year ended March 30, 2013, Registrant sold its Local Partnership Interest in Howard L. Miller Sallisaw Apartments II, L.P. (“Sallisaw”) to an affiliate of the Local General Partner of Sallisaw for $27,272; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2013.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).
During the year ended March 30, 2013, Registrant sold its Local Partnership Interests in April Gardens Apartments II Limited Partnership (“April Gardens”), Brisas del Mar Apartments Limited Partnership (“Brisas del Mar”), Mirador del Toa Limited Partnership (“Mirador del Toa”) and Puerta del Mar Limited Partnership (“Puerta del Mar”) to affiliates of the Local General Partners of April Gardens, Brisas del Mar, Mirador del Toa and Puerta del Mar for a total of $207,301; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2013. Such Local Partnerships have the same Local General Partner.
During the year ended March 30, 2013, Registrant sold its Local Partnership Interest in Somerset Manor, Ltd. (“Somerset Manor”) to an unaffiliated third party for $18,590; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2013.
In May 2013, Registrant sold its Local Partnership Interests in LaBelle Commons, Ltd. and Moore Haven Commons, Ltd. to an unaffiliated third party for a total of $49,810; such amount will be recorded as gain on sale of limited partner interests/local partnership properties. Such Local Partnerships have the same Local General Partners.
The Local General Partner of Queen Lane Investors (“Queen Lane”) represents that, as a result of a dispute between the local housing agency (the “Agency”) and the Local General Partner of Queen Lane regarding the adequacy of certain unit repairs mandated by the Agency, the Local General Partner of Queen Lane requested that the Agency cancel the Section 8 voucher contract in connection with the Property. As a result, the Property has been vacant since October 2007. Two of Queen Lane’s mortgages matured in 2007 but have not been repaid or formally extended, representing principal and accrued interest of approximately $2,420,000 as of June 2013. The Local General Partner of Queen Lane further represents that the lender has not issued a notice of default and that real estate taxes are in arrears approximately $22,000 as of June 2013. The Local General Partner of Queen Lane is attempting to refinance the mortgages and make the necessary repairs to the Property.
Inflation
Inflation is not expected to have a material adverse impact on Registrant’s operations.
Contractual Obligations
Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.
Off - Balance Sheet Arrangements
Registrant does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on Registrant’s financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to the Limited Partners.
Critical Accounting Policies and Estimates
The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which requires Registrant to make certain estimates and assumptions. A summary of significant accounting policies is provided in Note 1 to the accompanying financial statements. The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Registrant’s financial condition and results of operations. Registrant believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the accompanying financial statements.
●
Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting.
●
Registrant does not consolidate the accounts and activities of the Local Partnerships, which are considered Variable Interest Entities as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810; Subtopic 10, because Registrant is not considered the primary beneficiary. Registrant’s balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. Registrant’s exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the Local General Partners. In addition, the Local Partnerships’ partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships’ economic success. As a result of cumulative equity losses and distributions and the sale of certain Local Partnerships’ Properties and/or Registrant’s Local Partnership Interests, Registrant’s investment in local partnerships reached a zero balance during the year ended March 30, 2011.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).
Forward-Looking Information
As a cautionary note, with the exception of historical facts, the matters discussed in this annual report on Form 10-K are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements may relate to, among other things, current expectations, forecasts of future events, future actions, future performance generally, business development activities, capital expenditures, strategies, the outcome of contingencies, future financial results, financing sources and availability and the effects of regulation and competition. Words such as “anticipate,” “expect,” “intend,” “plan,” “seek,” “estimate” and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. Registrant may also provide written forward-looking statements in other materials released to the public. Such statements are made in good faith by Registrant pursuant to the “Safe Harbor” provisions of the Reform Act. Registrant undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Such forward-looking statements involve known risks, uncertainties and other factors that may cause Registrant’s actual results of operations or actions to be materially different from future results of operations or actions expressed or implied by the forward-looking statements.
AMERICAN TAX CREDIT PROPERTIES III L.P.
Item 8.
Item 8.
Financial Statements and Supplementary Data.
No financial statement schedules are included because of the absence of the conditions under which they are required or because the information is included in the financial statements or the notes thereto.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners
American Tax Credit Properties III L.P.
We have audited the accompanying balance sheet of American Tax Credit Properties III L.P. (the “Partnership”) as of March 30, 2013, and the related statements of operations and comprehensive income (loss), changes in partners' equity (deficit) and cash flows for the year then ended. The Partnership’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Tax Credit Properties III L.P. as of March 30, 2013 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/CohnReznick LLP
Sacramento, California
June 27, 2013
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners
American Tax Credit Properties III L.P.
We have audited the accompanying balance sheet of American Tax Credit Properties III L.P. (the “Partnership”) as of March 30, 2012, and the related statements of operations and comprehensive income (loss), changes in partners’ equity (deficit) and cash flows for the years ended March 30, 2012 and 2011. The Partnership’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financing reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Tax Credit Properties III L.P. as of March 30, 2012, and the results of its operations and its cash flows for the years ended March 30, 2012 and 2011, in conformity with accounting principles generally accepted in the United States of America.
/s/Reznick Group, P.C.
Sacramento, California
June 27, 2012
AMERICAN TAX CREDIT PROPERTIES III L.P.
BALANCE SHEETS
MARCH 30, 2013 AND 2012
See Notes to Financial Statements.
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
YEARS ENDED MARCH 30, 2013, 2012 AND 2011
See Notes to Financial Statements.
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
YEARS ENDED MARCH 30, 2013, 2012 AND 2011
See Notes to Financial Statements.
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 30, 2013, 2012 AND 2011
See reconciliation of net income (loss) to net cash used in operating activities on page 24.
See Notes to Financial Statements.
AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS - CONTINUED
YEARS ENDED MARCH 30, 2013, 2012 AND 2011
See Notes to Financial Statements.
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2013, 2012 AND 2011
1.
Organization, Purpose and Summary of Significant Accounting Policies
American Tax Credit Properties III L.P. (the "Partnership") was formed on September 21, 1989 and the Certificate of Limited Partnership of the Partnership was filed under the Delaware Revised Uniform Limited Partnership Act. There was no operating activity until admission of the limited partners (the “Limited Partners”) on June 13, 1990. The Partnership was formed to invest primarily in leveraged low-income multifamily residential complexes (the “Property” or “Properties”) that qualified for the low-income housing tax credit (the “Low-income Housing Tax Credit”) in accordance with Section 42 of the Internal Revenue Code (“IRC”), through the acquisition of limited partner equity interests (the "Local Partnership Interests") in partnerships (the "Local Partnership" or "Local Partnerships") that are the owners of the Properties. Such interests were acquired from 1990 to 1992. Richman Tax Credit Properties III L.P. (the "General Partner") was formed on September 21, 1989 to act as the General Partner of the Partnership.
Basis of Accounting and Fiscal Year
The Partnership's records are maintained on the accrual basis of accounting for both financial reporting and tax purposes. For financial reporting purposes, the Partnership's fiscal year ends March 30 and its quarterly periods end June 29, September 29 and December 30. The Local Partnerships have a calendar year for financial reporting purposes. The Partnership and the Local Partnerships each have a calendar year for income tax purposes.
Investment in Local Partnerships
The Partnership accounts for its investment in local partnerships in accordance with the equity method of accounting, under which the investment is carried at cost and is adjusted for the Partnership's share of each Local Partnership’s results of operations and by cash distributions received. Equity in loss of each investment in Local Partnership allocated to the Partnership is recognized to the extent of the Partnership’s investment balance in each Local Partnership. Equity in loss in excess of the Partnership’s investment balance in a Local Partnership is allocated to other partners’ capital in any such Local Partnership. Previously unrecognized equity in loss of any Local Partnership is recognized in the fiscal year in which equity in income is earned by such Local Partnership or additional investment is made by the Partnership. Distributions received subsequent to the elimination of an investment balance for any such investment in a Local Partnership are recorded as other income from local partnerships. As a result of cumulative equity losses and distributions and the sale of certain Local Partnerships’ Properties and/or the Partnership’s Local Partnership Interests, the Partnership’s investment in local partnerships reached a zero balance during the year ended March 30, 2011.
The Partnership assessed the carrying value of its investment in local partnerships at least annually in the fourth quarter of its fiscal year or whenever there were indications that a permanent impairment may have occurred. If the carrying value of an investment in a Local Partnership exceeded the estimated value derived by management, the Partnership reduced its investment in any such Local Partnership (unless the impairment was considered to be temporary) and included such reduction in equity in loss of investment in local partnerships. Impairment was measured by comparing the investment carrying amount to the estimated residual value of the investment.
The Partnership does not consolidate the accounts and activities of the Local Partnerships, which are considered Variable Interest Entities as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810; Subtopic 10, because the Partnership is not considered the primary beneficiary. The Partnership's balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. The Partnership's exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the local general partners (the “Local General Partners”). In addition, the Local Partnerships’ partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships’ economic success. As described above, the Partnership’s investment in local partnerships has a zero balance.
Advances and additional capital contributions (collectively the “Advances”) that are not required under the terms of the Local Partnerships’ partnership agreements but which are made to the Local Partnerships are recorded as investment in local partnerships. Certain Advances are considered by the Partnership to be voluntary loans to the respective Local Partnerships and the Partnership may be reimbursed at a future date to the extent such Local Partnerships generate distributable cash flow or receive proceeds from sale or refinancing.
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2013, 2012 AND 2011
1.
Organization, Purpose and Summary of Significant Accounting Policies (Continued)
Cash and Cash Equivalents
The Partnership considers all highly liquid investments purchased with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates market value.
Fair Value Measurements
ASC Topic 820 clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability and establishes the following fair value hierarchy:
●
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access;
●
Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and
●
Level 3 inputs are unobservable inputs for the asset or liability that are typically based on an entity’s own assumptions as there is little, if any, related market activity.
For instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety.
Investment in Pemberwick Fund
The Partnership carries its investment in Pemberwick Fund (”Pemberwick”), an investment grade institutional short duration bond fund, at estimated fair value. Realized capital gains (losses) are included in (offset against) interest revenue. Investment in Pemberwick is classified as available-for-sale and unrealized gains (losses) are included as items of comprehensive income (loss) and are reported as a separate component of partners' equity (deficit).
Investment in Bond
Investment in bond was classified as available-for-sale and represented an investment that the Partnership intended to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell such investment would have been based on various factors, including significant movements in interest rates and liquidity needs. Investment in bond was carried at estimated fair value and unrealized gains (losses) are included as items of comprehensive income (loss) and are reported as a separate component of partners’ equity (deficit).
The premium on investment in bond was amortized using the effective yield method over the duration of the Partnership’s investment. The amortized premium offsets interest revenue. Realized gain (loss) on redemption or sale of investment in bond is included in, or offset against, interest revenue on the basis of the adjusted cost of the investment at the date of redemption or sale.
Income Taxes
The Partnership is a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income and deductions are passed through to and are reported by its partners on their respective income tax returns. The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service (“IRS”) and other taxing authorities. Income tax returns filed by the Partnership are subject to examination by the IRS for a period of three years. While no income tax returns are currently being examined by the IRS, tax years subsequent to 2008 remain subject to examination. These financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. In accordance with ASC Topic 740; Subtopic 10, the Partnership has included in Note 8 disclosures related to differences in the financial and tax bases of accounting.
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2013, 2012 AND 2011
1.
Organization, Purpose and Summary of Significant Accounting Policies (Continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain prior year balances have been reclassified to conform to the current year presentation.
2.
Capital Contributions
On March 12, 1990, the Partnership commenced the offering of units (the “Units”) through Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Selling Agent"). On June 13, 1990, December 27, 1990, December 31, 1991 and January 23, 1992, under the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership (the "Partnership Agreement"), the General Partner admitted the Limited Partners to the Partnership in four closings. At these closings, subscriptions for a total of 35,883 Units representing $35,883,000 in Limited Partners' capital contributions were accepted. In connection with the offering of Units, the Partnership incurred organization and offering costs of $4,418,530, of which $75,000 was capitalized as organization costs and $4,343,530 was charged to the Limited Partners' equity as syndication costs. The General Partner contributed $100 to the Partnership.
Net loss was allocated 99% to the Limited Partners and 1% to the General Partner in accordance with the Partnership Agreement, until such time as the Limited Partners' capital reached zero as a result of loss allocations, after which all losses have been allocated to the General Partner.
3.
Cash and Cash Equivalents
As of March 30, 2013, the Partnership has $105,179 in cash and cash equivalents. Of such amount, $90,152 is held in accounts at two financial institutions in which such amount is insured up to $250,000 at each institution by the Federal Deposit Insurance Corporation (“FDIC”). The entire amount is FDIC insured as of March 30, 2013. The remaining $15,027 is held in an account at a financial institution in which such amount is invested in a portfolio of securities that are direct obligations of the U.S. Treasury and are backed by the full faith and credit of the United States of America.
4.
Investment in Pemberwick Fund
The Partnership carries its investment in Pemberwick, an investment grade institutional short duration bond fund, at estimated fair value. Pemberwick was organized in February 2010 as a non-diversified open-end management investment company registered under the Investment Company Act of 1940, as amended, that seeks maximum current income consistent with liquidity and stability of principal. In selecting a portfolio of securities for Pemberwick, the investment advisor of Pemberwick (the “Advisor”) will select investments so that Pemberwick’s assets will be rated “A-” or better by a nationally recognized statistical rating organization (“NRSRO”) such as Moody’s Investor Services, Inc. (“Moody’s”) and/or by Standard & Poor’s Financial Services, LLC (“S&P”) (or if commercial paper rated in the highest category) or, if a rating is not available, deemed to be of comparable quality by the Advisor, or securities issued by banking institutions operating in the United States and having assets in excess of $200 billion. Approximately 90% or more of Pemberwick’s assets will either be invested in securities rated AA or better (if commercial paper rated in the highest category) by a NRSRO or in securities of banking institutions operating in the United States and having assets in excess of $200 billion.
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2013, 2012 AND 2011
4.
Investment in Pemberwick Fund (Continued)
The weighted average duration of Pemberwick’s assets is approximately 1.85 years as of March 30, 2013. Redemptions from Pemberwick are immediately liquid and unrestricted. Pemberwick’s net asset value (“NAV”) is $10.12 and $10.02 per share as of March 30, 2013 and 2012, respectively. The Partnership’s investment in Pemberwick as of March 30, 2013 and 2012 is $757,246 and $888,163, respectively. An unrealized gain of $5,100 as of March 30, 2013 is reflected as accumulated other comprehensive income in the accompanying balance sheet as of March 30, 2013. The Partnership has earned $29,256 of interest revenue from its investment in Pemberwick as of March 30, 2013. The fair value of the Partnership’s investment in Pemberwick is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements (see Note 1). Pemberwick’s NAV was $10.10 as of May 31, 2013.
The Advisor is an affiliate of the General Partner. For its services, the Advisor is entitled to receive an annual advisory fee of 0.50% of the average daily net assets of Pemberwick. The Advisor may, in its discretion, voluntarily waive its fees or reimburse certain Pemberwick expenses; however, the Advisor is not required to do so. The Advisor has waived 70% of its fee earned since Pemberwick’s inception and earned $1,243, $1,628 and $1,083 in connection with the Partnership’s investment in Pemberwick for the years ended March 30, 2013, 2012 and 2011, respectively, enough to cover its direct costs. The Advisor’s asset management affiliate, Richman Asset Management, Inc. (“RAM”) has agreed to reduce its administration and management fees (see Note 7) payable by the Partnership to the extent any fee of the Advisor payable by Pemberwick would be duplicative of any profit that RAM would receive from the Partnership.
5.
Investment in Bond
The Partnership carried its investment in bond as available-for-sale because such investment was used to facilitate and provide flexibility for its obligations. The bond was called during fiscal 2012; accordingly, there is no accumulated other comprehensive income or loss associated with the Partnership’s investment in bond in the accompanying balance sheets. The unrealized gain on investment in bond as of March 30, 2011 is reflected as a reclassification adjustment to accumulated other comprehensive income (loss) and other comprehensive income (loss) in the accompanying financial statements as of and for the year ended March 30, 2012.
6.
Investment in Local Partnerships
The Partnership initially acquired a Local Partnership Interest in forty-three Local Partnerships. As of March 30, 2013, the Partnership owns a Local Partnership Interest in the following twenty-eight Local Partnerships (see discussion below regarding the sale of two Local Partnership Interests subsequent to March 30, 2013):
1.
Auburn Family, L.P.;
2.
Batesville Family, L.P.;
3.
Bay Springs Elderly, L.P.;
4.
Bruce Housing Associates, L.P.;
5.
Chowan Senior Manor Associates Limited Partnership;
6.
Country View Apartments;
7.
Desarrollos de Belen Limited Partnership;
8.
Desarrollos de Emaus Limited Partnership;
9.
Ellinwood Heights Apartments, L.P.;
10.
Fulton Street Houses Limited Partnership;
11.
Hurlock Meadow Limited Partnership;
12.
Ivy Family, L.P.;
13.
LaBelle Commons, Ltd. (“LaBelle”);
14.
Lawrence Road Properties, Ltd.;
15.
Loma Del Norte Limited Partnership;
16.
Long Reach Associates Limited Partnership;
17.
Moore Haven Commons, Ltd. (“Moore Haven”);
18.
Nash Hill Associates, Limited Partnership;
19.
North Calhoun City, L.P.;
20.
Purvis Heights Properties, L.P.;
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2013, 2012 AND 2011
6.
Investment in Local Partnerships (Continued)
21.
Queen Lane Investors (“Queen Lane”);
22.
Sugar Cane Villas, Ltd.;
23.
Summerfield Apartments Limited Partnership;
24.
Sydney Engel Associates L.P. (“Sydney Engel”);
25.
Union Valley Associates Limited Partnership;
26.
Walnut Grove Family, L.P.;
27.
Waynesboro Apartments Limited Partnership; and
28.
West Calhoun City, L.P.
Although the Partnership generally owns a 98.9% to 99% Local Partnership Interest in the remaining Local Partnerships, the Partnership assigned one-half of its 99% Local Partnership Interest in Sydney Engel to an affiliate of the Local General Partner of Sydney Engel during the year ended March 30, 2010. In addition, the Partnership and American Tax Credit Properties II L.P. ("ATCP II"), a Delaware limited partnership whose general partner is an affiliate of the General Partner, together, in the aggregate, own a 99% Local Partnership Interest in the following Local Partnerships:
In connection with the initial purchase of forty-three Local Partnership Interests, under the terms of the partnership agreement of each Local Partnership, as of March 30, 2013 the Partnership is committed to make capital contributions in the aggregate of $29,384,966, which includes Advances to a certain Local Partnership (see discussion below), and all of which has been paid.
The remaining Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located throughout the United States and in Puerto Rico. The required holding period of each Property, in order to avoid Low-income Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing Tax Credits commence on the last building of the Property (the "Compliance Period"). The Compliance Periods of all the Local Partnerships expired in a prior year. The rents of the Properties, certain of which receive project based rental subsidy payments pursuant to subsidy agreements, are subject to specific laws, regulations and agreements with federal and state agencies. The subsidies expire at various times. The Partnership 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. Such changes could adversely affect the future net operating income and debt structure of the Local Partnerships receiving such subsidies. As of December 31, 2012, the Local Partnerships have outstanding mortgage loans payable totaling approximately $53,689,000 and accrued interest payable on such loans totaling approximately $2,281,000, which are secured by security interests and liens common to mortgage loans on the Local Partnerships' real property and other assets.
During the year ended March 30, 2013, the Partnership sold its Local Partnership Interest in Hayes Run Limited Partnership (“Hayes Run”) to an affiliate of the Local General Partner of Hayes Run for $67,500; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2013.
During the year ended March 30, 2013, the Partnership sold its Local Partnership Interest in Howard L. Miller Sallisaw Apartments II, L.P. (“Sallisaw”) to an affiliate of the Local General Partner of Sallisaw for $27,272; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2013.
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2013, 2012 AND 2011
6.
Investment in Local Partnerships (Continued)
During the year ended March 30, 2013, the Partnership sold its Local Partnership Interests in April Gardens Apartments II Limited Partnership (“April Gardens”), Brisas del Mar Apartments Limited Partnership (“Brisas del Mar”), Mirador del Toa Limited Partnership (“Mirador del Toa”) and Puerta del Mar Limited Partnership (“Puerta del Mar”) to affiliates of the Local General Partners of April Gardens, Brisas del Mar, Mirador del Toa and Puerta del Mar for a total of $207,301; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2013. Such Local Partnerships have the same Local General Partner. The 99% Local Partnership Interest in Mirador del Toa was shared with ATCP II (see discussion above), whereby the Partnership owned 59.06%. ATCP II sold its interest in Mirador del Toa as part of the same transaction.
During the year ended March 30, 2013, the Partnership sold its Local Partnership Interest in Somerset Manor, Ltd. (“Somerset Manor”) to an unaffiliated third party for $18,590; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2013.
During the year ended March 30, 2011, the Partnership sold its Local Partnership Interest in NP-89 Limited Dividend Housing Association Limited Partnership (“NP-89”) to an affiliate of the Local General Partner of NP-89 for $649,628. In connection with the sale, the Partnership recognized a gain of $33,871; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2011. As a result of the sale, the Partnership’s investment in NP-89 reached a zero balance.
During the year ended March 30, 2011, the Partnership sold its Local Partnership Interest in Orange City Plaza, Limited Partnership (“Orange City”) to an unaffiliated third party; no proceeds were received in connection with the sale. The Partnership made Advances to Orange City in prior years to fund operating deficits. Cumulative Advances at the date of sale were $120,490; such Advances were recorded as investment in local partnerships (see Note 1). After accounting for its share of cumulative income, losses and distributions, the Partnership’s investment in Orange City reached a zero balance prior to the sale.
During the year ended March 30, 2011, the Partnership withdrew from Chestnut Park Associates, L.P. (“Chestnut Park”), thereby transferring its Local Partnership Interest to the Local General Partners of Chestnut Park; no proceeds were received in connection with the withdrawal. One of the Local General Partners of Chestnut Park is an affiliate of the General Partner. After accounting for its share of cumulative income, losses and distributions, the Partnership’s investment in Chestnut Park reached a zero balance prior to the withdrawal.
During the year ended March 30, 2011, Christian Street Commons Associates (“Christian Street”) sold its underlying Property to an unaffiliated third party, in connection with which Christian Street recognized a gain of $1,380,000. Such amount is reflected as gain on sale of property in the accompanying combined statement of operations of the Local Partnerships for the year ended December 31, 2011 herein Note 6. The Partnership received $404,317 in connection with the sale. Of such amount, $341,088 is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2011. The remaining $63,229 represents distributions that were due to the Partnership under the terms of Christian Street’s partnership agreement and is included in other income from local partnerships in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2011 (see Note 1). Christian Street was subsequently dissolved. After accounting for its share of cumulative income, losses and distributions, the Partnership’s investment in Christian Street reached a zero balance prior to the sale.
The Local General Partner of Queen Lane represents that, as a result of a dispute between the local housing agency (the “Agency”) and the Local General Partner of Queen Lane regarding the adequacy of certain unit repairs mandated by the Agency, the Local General Partner of Queen Lane requested that the Agency cancel the Section 8 voucher contract in connection with the Property. As a result, the Property has been vacant since October 2007. Two of Queen Lane’s mortgages matured in 2007 but have not been repaid or formally extended, representing principal and accrued interest of approximately $2,420,000 as of June 2013. The Local General Partner of Queen Lane further represents that the lender has not issued a notice of default and that real estate taxes are in arrears approximately $22,000 as of June 2013. The Local General Partner of Queen Lane is attempting to refinance the mortgages and make the necessary repairs to the Property.
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2013, 2012 AND 2011
6.
Investment in Local Partnerships (Continued)
In May 2013, the Partnership sold its Local Partnership Interests in LaBelle and Moore Haven to an unaffiliated third party for a total of $49,810; such amount will be recorded as gain on sale of limited partner interests/local partnership properties. Such Local Partnerships have the same Local General Partners.
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 (see Note 1). The amount of such excess losses applied to other partners' capital was $1,562,247, $1,339,092, and $1,418,241 for the years ended December 31, 2012, 2011 and 2010, respectively, as reflected in the combined statements of operations of the Local Partnerships herein Note 6.
The Partnership’s investment in local partnerships reached a zero balance during the year ended March 30, 2011 (see Note 1). The amounts reflected as the Partnership’s investment balance in the combined balance sheets of the Local Partnerships herein Note 6 represent cumulative carrying value adjustments made by the Partnership (see Note 1).
The combined balance sheets of the Local Partnerships as of December 31, 2012 and 2011 and the combined statements of operations of the Local Partnerships for the years ended December 31, 2012, 2011 and 2010 are reflected on pages 32 and 33, respectively.
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2013, 2012 AND 2011
6.
Investment in Local Partnerships (Continued)
The combined balance sheets of the Local Partnerships as of December 31, 2012 and 2011 are as follows:
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2013, 2012 AND 2011
6.
Investment in Local Partnerships (Continued)
The combined statements of operations of the Local Partnerships for the years ended December 31, 2012, 2011 and 2010 are as follows:
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2013, 2012 AND 2011
7.
Transactions with General Partner and Affiliates
Pursuant to the terms of the Partnership Agreement, the Partnership incurs an annual management fee (the “Management Fee”) and an annual additional management fee (the “Additional Management Fee”) payable to the General Partner for its services in connection with the management of the affairs of the Partnership. The annual Management Fee is equal to the greater of $100,000 or .14% of Invested Assets (as such term is defined in the Partnership Agreement). The Partnership incurred Management Fees of $100,000, $100,780, and $142,825 for the years ended March 30, 2013, 2012 and 2011, respectively. The annual Additional Management Fee is equal to .06% of Invested Assets. The Partnership incurred Additional Management Fees of $40,892, $43,191 and $61,211 for the years ended March 30, 2013, 2012 and 2011, respectively. Such amounts are aggregated and reflected under the caption management fees - affiliate in the accompanying statements of operations and comprehensive income (loss). Unpaid Management Fees and Additional Management Fees in the cumulative amount of $1,689,930 and $1,678,487 are included in payable to general partner and affiliates in the accompanying balance sheets as of March 30, 2013 and 2012, respectively.
In addition, pursuant to the terms of the Partnership Agreement, the Partnership is authorized to contract for administrative services provided to the Partnership. From the inception of the Partnership through November 23, 1999, such administrative services were provided by ML Fund Administrators Inc. (“MLFA”), an affiliate of the Selling Agent, pursuant to an Administrative Services Agreement. MLFA resigned the performance of its basic services under the Administrative Services Agreement effective November 23, 1999, with certain transitional services continued through April 30, 2000. The General Partner transitioned the administrative services to an affiliate of the General Partner without any changes to the terms of the Administrative Services Agreement. Pursuant to such agreement, the Partnership incurs an annual administration fee (the “Administration Fee”) and an annual additional administration fee (the “Additional Administration Fee”) for administrative services provided to the Partnership. The annual Administration Fee is equal to the greater of $100,000 or .14% of Invested Assets. The Partnership incurred Administration Fees of $100,000, $100,780, and $142,824 for the years ended March 30, 2013, 2012 and 2011, respectively. The annual Additional Administration Fee is equal to .06% of Invested Assets. The Partnership incurred Additional Administration Fees of $40,892, $43,192 and $61,211 for the years ended March 30, 2013, 2012 and 2011, respectively. Such amounts are aggregated and reflected under the caption administration fees - affiliate in the accompanying statements of operations and comprehensive income (loss). Unpaid Administration Fees due to MLFA in the amount of $100,673 and $200,673 are included in accounts payable and accrued expenses in the accompanying balance sheets as of March 30, 2013 and 2012, respectively. Unpaid Administration Fees and Additional Administration Fees due to an affiliate of the General Partner in the cumulative amount of $1,687,711 and $1,676,262 are included in due to general partner and affiliates in the accompanying balance sheets as of March 30, 2013 and 2012, respectively.
The amount reflected above as due to MLFA and certain amounts due to the General Partner and affiliates are payable pursuant to the terms of an agreement between the Partnership, the General Partner and MLFA (the “Deferred Fee Agreement”). Such amounts are payable to the extent proceeds from the sales of limited partner interests/local partnership properties become available, as described in the Deferred Fee Agreement.
For the year ended December 31, 2010, Chestnut Park paid and incurred $46,047 and $46,473, respectively, to an affiliate of the General Partner in connection with property management services provided to Chestnut Park.
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2013, 2012 AND 2011
8.
Taxable Income (Loss)
A reconciliation of the financial statement net income (loss) of the Partnership for the years ended March 30, 2013, 2012 and 2011 to the tax return income (loss) for the years ended December 31, 2012, 2011 and 2010 is as follows:
The differences between the investment in local partnerships for tax and financial reporting purposes as of December 31, 2012 and 2011 are as follows:
Payable to general partner and affiliates in the accompanying balance sheets represents accrued Management Fees and Administration Fees, which are not deductible for tax purposes until paid pursuant to IRC Section 267.
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 30, 2013, 2012 AND 2011
9.
Fair Value of Financial Instruments
The estimated fair value amounts have been determined using available market information, assumptions, estimates and valuation methodologies.
Cash and Cash Equivalents
The carrying amount approximates fair value.
The estimated fair values of the Partnership’s other financial instruments as of March 30, 2013 and 2012 are disclosed elsewhere in the notes to the financial statements.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed by Registrant in reports that Registrant files or submits under the Exchange Act is recorded, processed, summarized and timely reported as provided in SEC rules and forms. Registrant periodically reviews the design and effectiveness of its disclosure controls and procedures, including compliance with various laws and regulations that apply to its operations. Registrant makes modifications to improve the design and effectiveness of its disclosure controls and procedures, and may take other corrective action, if its reviews identify a need for such modifications or actions. In designing and evaluating the disclosure controls and procedures, Registrant recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Registrant has carried out an evaluation, under the supervision and the participation of its management, including the Chief Executive Officer and Chief Financial Officer of Richman Housing, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the year ended March 30, 2013. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of Richman Housing concluded that Registrant’s disclosure controls and procedures were effective as of March 30, 2013.
Management’s Annual Report on Internal Control Over Financial Reporting
Registrant is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer of Richman Housing, Registrant conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, management has concluded that Registrant’s internal control over financial reporting was effective as of March 30, 2013.
This Annual Report does not include an attestation report of Registrant’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by Registrant’s independent registered public accounting firm pursuant to rules of the SEC that permit Registrant to provide only management’s report in this Annual Report.
Changes in Internal Control Over Financial Reporting
There were no changes in Registrant’s internal control over financial reporting during the three months ended March 30, 2013 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10.
Directors, Executive Officers and Corporate Governance.
Registrant has no officers or directors. The General Partner manages Registrant's affairs and has general responsibility and authority in all matters affecting its business. The responsibilities of the General Partner are currently carried out by Richman Housing. The executive officers and director of Richman Housing are:
1Director holds office until his successor is elected and qualified. All officers serve at the pleasure of the Director.
Richard Paul Richman, age 65, is the sole Director of Richman Housing. Mr. Richman is the Chairman and a stockholder of Richman Group. Mr. Richman is involved in the syndication, development and management of residential property. Mr. Richman is also the sole director of Richman Tax Credit Properties Inc., an affiliate of Richman Housing and the general partner of the general partner of American Tax Credit Properties L.P., the sole director of Richman Tax Credits Inc., an affiliate of Richman Housing and the general partner of the general partner of American Tax Credit Properties II L.P. and the sole director of Richman American Credit Corp., an affiliate of Richman Housing and the manager of American Tax Credit Trust, a Delaware statutory business trust.
David A. Salzman, age 52, is the President of Richman Housing and is a stockholder and the President of Richman Group. Mr. Salzman has been employed by Richman Group or an affiliate since 1986 and is responsible for the acquisition of residential real estate for syndication for Richman Group.
James Hussey, age 52, is a Vice President and the Treasurer of Richman Housing. Mr. Hussey, the Treasurer of Richman Group, is engaged primarily in the finance operations of Richman Group. In addition, Mr. Hussey is a Vice President and the Treasurer of Richman Asset Management, Inc. (“RAM”), an affiliate of Richman Housing. Mr. Hussey is engaged primarily in the partnership management and finance operations of RAM. Prior to joining RAM, Mr. Hussey, a Certified Public Accountant, was the Chief Financial Officer of WCI Communities Inc. NE Region and Spectrum Communities, LLC. From 1989 to 1998, Mr. Hussey held various positions with Center Development Corp, a developer of affordable housing in the New York metropolitan area.
Gina K. Dodge, age 57, is the Secretary of Richman Housing and is a Vice President and the Secretary of Richman Group. Ms. Dodge has been employed by Richman Group or an affiliate since 1988 and, as the Director of Investor Services, is responsible for communications with investors.
Charles L. Krafnick, age 51, is the Assistant Treasurer of Richman Housing and is the Assistant Treasurer of Richman Group. Mr. Krafnick, a Certified Public Accountant, has been employed by Richman Group or an affiliate since 1994 and is engaged primarily in the finance operations of Richman Group. In addition, Mr. Krafnick is the Assistant Treasurer of RAM. Mr. Krafnick's responsibilities in connection with RAM include various finance and partnership management functions.
Registrant is not aware of any family relationship between the director and executive officers listed in this Item 10.
Registrant is not aware of the involvement in certain legal proceedings with respect to the director and executive officers listed in this Item 10.
Mr. Richman, Mr. Hussey and Mr. Krafnick serve on a committee that performs the functions of an audit committee on behalf of Registrant (the “Audit Committee”). Each of Mr. Richman, Mr. Hussey and Mr. Krafnick meets the qualifications of an audit committee financial expert. Mr. Richman, Mr. Hussey and Mr. Krafnick are not independent under the NASDAQ Stock Market independence standards; however Registrant believes that each exercises his judgment in the best interest of Registrant with respect to matters that would ordinarily be passed upon by an audit committee.
Item 10.
Directors, Executive Officers and Corporate Governance (Continued).
The Board of Director of Richman Housing has adopted a code of ethics for senior financial officers of Registrant, applicable to Registrant's principal executive officer, principal financial officer and comptroller or principal accounting officer, or persons performing similar functions. Registrant will provide to any person without charge a copy of such code of ethics upon written request to the General Partner at 340 Pemberwick Road, Greenwich, Connecticut 06831, Attention: Secretary.
Item 11.
Item 11.
Executive Compensation.
Registrant has no officers or directors. Registrant does not pay or accrue any fees, salaries or other forms of compensation to the officers or director of Richman Housing and did not pay any such compensation during the year ended March 30, 2013 or during the prior two fiscal years. During the year ended March 30, 2013 and during the prior two fiscal years, Richman Housing did not pay any compensation to any of its officers or its director. The director and certain officers of Richman Housing receive compensation from certain affiliates of Richman Housing for services performed for various affiliated entities which may include services performed for Registrant.
Under the terms of the Partnership Agreement, Registrant has entered into certain arrangements with the General Partner and certain of its affiliates which provide for compensation to be paid to the General Partner and certain of its affiliates. See Notes 4 and 7 to the audited financial statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report.
Tabular information concerning salaries, bonuses and other types of compensation payable to executive officers has not been included in this Annual Report. As noted above, Registrant has no executive officers. The levels of compensation payable to the General Partner and/or its affiliates is limited by the terms of the Partnership Agreement and may not be increased therefrom on a discretionary basis.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
JJJ Fund, LLC and an affiliate, having the mailing address 7463 E. Beryl, Scottsdale, Arizona 85258 are the owners of 2,788 Units, representing approximately 7.77% of all such Units. Prizm Investments and certain affiliates thereof, having the mailing address P.O. Box 47638, Phoenix, Arizona 85068 are the owners of 2,881 Units, representing approximately 8.03% of all such Units. As of June 13, 2013, no person or entity, other than the entities and affiliates identified above herein Item 12, was known by Registrant to be the beneficial owner of more than five percent of the Units.
Neither the General Partner, Richman Housing nor the director or any officer of Richman Housing own any Units. Richman Housing is wholly owned by Richard Paul Richman.
Item 13.
Item 13. Certain Relationships and Related Transactions and Director Independence.
Transactions With Related Persons
The General Partner and certain of its affiliates are entitled to receive certain fees and reimbursement of expenses and have received/earned fees for services provided to Registrant as described in Notes 4 and 7 to the audited financial statements included in Item 8 - Financial Statements and Supplementary Data herein. Such fees will continue to be incurred by Registrant during the fiscal year ending March 30, 2014.
Review, Approval or Ratification of Transactions With Related Parties
Pursuant to the terms of the Partnership Agreement, Registrant has specific rights and limitations in conducting business with the General Partner and affiliates. To date, Registrant has followed such provisions of the Partnership Agreement. Registrant's unwritten policies for transacting business with related parties are to first refer to the Partnership Agreement in connection with conducting such business or making payments and then, if circumstances arise for which a new related party transaction is contemplated, present the proposed transaction to certain officers of Richman Housing for review and approval. If any matter in connection with such transaction might be unclear under the terms of the Partnership Agreement, such matter is presented to general or outside counsel for review prior to any such transaction being entered into by Registrant.
Indebtedness of Management.
No officer or director of Richman Housing or any affiliate of the foregoing was indebted to Registrant at any time during the years ended March 30, 2013 and 2012.
Item 13. Certain Relationships and Related Transactions and Director Independence (Continued).
Corporate Governance
As discussed elsewhere in this Annual Report, Registrant does not have any directors, although as noted above Mr. Richman, Mr. Hussey and Mr. Krafnick serve on a committee that performs the functions of an audit committee on behalf of Registrant. Under NASDAQ Stock Market independence standards, Mr. Richman, Mr. Hussey and Mr. Krafnick would not be considered independent as they serve as officers of Richman Housing. Although Mr. Richman, Mr. Hussey and Mr. Krafnick are not independent under NASDAQ rules, Registrant believes that each exercises his judgment in the best interest of Registrant with respect to matters that would ordinarily be passed upon by an audit committee. Registrant is not a listed issuer whose securities are listed on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors be independent, and Registrant is not required to have an audit committee which consists of independent directors and meets the other requirements of the Securities Exchange Act of 1934 and the rules promulgated thereunder.
Item 14.
Item 14. Principal Accountant Fees and Services.
Registrant’s independent registered public accounting firm billed Registrant the following fees for professional services rendered in the years ended March 30, 2013 and 2012:
Audit fees consist of fees for the annual audit and review of Registrant’s interim financial statements and review of documents filed with the SEC. Tax fees generally represent fees for annual tax return preparation. There were no other accounting fees incurred by Registrant in fiscal 2013 and 2012.
The Audit Committee has adopted a set of pre-approval policies and procedures under which, pursuant to the requirements of the Sarbanes-Oxley Act of 2002, all audit and permitted non-audit services to be performed by the independent registered public accounting firm require pre-approval by the Audit Committee. The Audit Committee approved all fiscal 2013 and 2012 principal accountant fees and services.
PART IV
Item 15.
Item 15.
Exhibits and Financial Statement Schedules.
(a) Financial Statements, Financial Statement Schedules and Exhibits.
(1) Financial Statements.
See Item 8 - Financial Statements and Supplementary Data.
(2) Financial Statement Schedules.
No financial statement schedules are included because of the absence of the conditions under which they are required or because the information is included in the financial statements or the notes thereto.
(3) Exhibits.
Incorporated by
Exhibit
Reference to
4.1
Amended and Restated Agreement of Limited Partnership of Registrant
Exhibit A to Registrant’s Prospectus filed February 15, 1990 (File No. 33-31390)
10.1
April Gardens Apartments II Limited Partnership (A Delaware Limited Partnership) Amended and Restated Agreement of Limited Partnership
Exhibit 10.1 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.2
Ashland Park Apartments, L.P. Second Amended and Restated Agreement of Limited Partnership
Exhibit 10.2 to Form 10-K Report for the year ended March 30, 1991 (File No. 33-31390)
10.3
Auburn Family, L.P. Amended and Restated Limited Partnership Agreement and Certificate of Limited Partnership
Exhibit 10.1 to Form 10-Q Report for the period ended December 30, 1991 (File No. 0-19217)
10.4
Amended No. 2 to the Batesville Family, L.P. Amended and Restated Agreement of Limited Partnership
Exhibit 10.2 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.5
Batesville Family, L.P. Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership
Exhibit 10.2 to Form 10-Q Report for the period ended December 30, 1991 (File No. 0-19217)
10.6
Bay Springs Elderly, L.P. (A Mississippi Limited Partnership) Amended and Restated Limited Partnership Agreement and Certificate of Limited Partnership
Exhibit 10.1 to Form 10-Q Report for the period ended September 29, 1991 (File No. 0-19217)
10.7
Brisas del Mar Apartments Limited Partnership (A Delaware Limited Partnership) Amended and Restated Agreement of Limited Partnership
Exhibit 10.3 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.8
Amendment No. 1 to the Bruce Housing Associates, L.P. Amended and Restated Agreement of Limited Partnership
Exhibit 10.8 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
10.9
Amendment No. 2 to the Bruce Housing Associates, L.P. Amended and Restated Agreement of Limited Partnership
Exhibit 10.4 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.10
Bruce Housing Associates, L.P. Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership
Exhibit 10.3 to Form 10-Q Report for the period ended December 30, 1991 (File No. 0-19217)
Exhibit
Incorporated by
Reference to
10.11
Carrington Limited Dividend Housing Association Limited Partnership Amended and Restated Agreement of Limited Partnership
Exhibit 10.1 to Form 10-Q Report for the period ended September 29, 1990 (File No. 33-31390)
10.12
Carrington Limited Dividend Housing Association Limited Partnership Second Amended and Restated Agreement of Limited Partnership
Exhibit 10.2 to Form 10-Q Report for the period ended September 29, 1990 (File No. 33-31390)
10.13
Carrington Limited Dividend Housing Association Limited Partnership Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership
Exhibit 10.5 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.14
Chestnut Park Associates, L.P. Amended and Restated Agreement of Limited Partnership
Exhibit 10.3 to Form 10-Q Report for the period ended September 29, 1990 (File No. 33-31390)
10.15
Chowan Senior Manor Associates Limited Partnership Amended and Restated Agreement of Limited Partnership
Exhibit 10.15 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
10.16
Christian Street Commons Associates Amended and Restated Limited Partnership Agreement and Certificate of Limited Partnership
Exhibit 10.16 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
10.17
Country View Apartments Second Amended and Restated Limited Partnership Agreement and Certificate of Limited Partnership
Exhibit 10.17 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
10.18
Desarrollos de Belen Limited Partnership Amended and Restated Agreement of Limited Partnership
Exhibit 10.18 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
10.19
Desarrollos de Emaus Limited Partnership Amended and Restated Agreement of Limited Partnership
Exhibit 10.19 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
10.20
Ellinwood Heights Apartments, L.P. Amended and Restated Agreement of Limited Partnership
Exhibit 10.1 to Form 10-Q Report for the period ended June 29, 1991 (File No. 0-19217)
10.21
Fulton Street Houses Limited Partnership Amended and Restated Agreement of Limited Partnership
Exhibit 10.21 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
10.22
Hayes Run Limited Partnership Amended and Restated Agreement of Limited Partnership
Exhibit 10.2 to Form 10-Q Report for the period ended June 29, 1991 (File No. 0-19217)
10.23
Howard L. Miller Sallisaw Apartments II, L.P. Third Amended and Restated Agreement and Certificate of Limited Partnership
Exhibit 10.10 to Form 10-K Report for the year ended March 30, 1991 (File No. 33-31390)
10.24
Hurlock Meadow Limited Partnership Amended and Restated Limited Partnership Agreement
Exhibit 10.24 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
10.25
Amendment No. 1 to the Ivy Family, L.P. Amended and Restated Agreement of Limited Partnership
Exhibit 10.6 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
Incorporated by
Exhibit
Reference to
10.26
Ivy Family, L.P. Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership
Exhibit 10.4 to Form 10-Q Report for the period ended December 30, 1991 (File No. 0-19217)
10.27
Justin Associates Amended and Restated Agreement and Certificate of Limited Partnership
Exhibit 10.7 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.28
LaBelle Commons, Ltd. Amended and Restated Agreement of Limited Partnership
Exhibit 10.13 to Form 10-K Report for the year ended March 30, 1991 (File No. 33-31390)
10.29
LaBelle Commons, Ltd. Amendment No. 1 to Amended and Restated Agreement of Limited Partnership
Exhibit 10.29 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
10.30
Amendment No. 2 to the Lawrence Road Properties, Ltd. Amended and Restated Agreement of Limited Partnership
Exhibit 10.8 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.31
Lawrence Road Properties, Ltd. Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership
Exhibit 10.5 to Form 10-Q Report for the period ended December 30, 1991 (File No. 0-19217)
10.32
Loma Del Norte Limited Partnership Amended and Restated Limited Partnership Agreement
Exhibit 10.2 to Form 10-Q Report for the period ended September 29, 1991 (File No. 0-19217)
10.33
Long Reach Associates Limited Partnership Sixth Amended and Restated Agreement of Limited Partnership
Exhibit 10.15 to Form 10-K Report for the year ended March 30, 1991 (File No. 33-31390)
10.34
Mirador del Toa Limited Partnership Amended and Restated Agreement of Limited Partnership
Exhibit 10.16 to Form 10-K Report for the year ended March 30, 1991 (File No. 33-31390)
10.35
Amendment No. 1 to the Mirador del Toa Limited Partnership Amended and Restated Agreement of Limited Partnership
Exhibit 10.17 to Form 10-K Report for the year ended March 30, 1991 (File No. 33-31390)
10.36
Moore Haven Commons, Ltd. Amended and Restated Agreement of Limited Partnership
Exhibit 10.9 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.37
NP-89 Limited Dividend Housing Association Limited Partnership Second Restated and Amended Agreement of Limited Partnership
Exhibit 10.3 to Form 10-Q Report for the period ended June 29, 1991 (File No. 0-19217)
10.38
Nash Hill Associates, Limited Partnership Amended and Restated Agreement of Limited Partnership
Exhibit 10.37 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
10.39
North Calhoun City, L.P. (A Mississippi Limited Partnership) Amended and Restated Limited Partnership Agreement and Certificate of Limited Partnership
Exhibit 10.3 to Form 10-Q Report for the period ended September 29, 1991 (File No. 0-19217)
10.40
Orange City Plaza, Limited Partnership Amended and Restated Partnership Agreement
Exhibit 10.40 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
Incorporated by
Exhibit
Reference to
10.41
Puerta del Mar Limited Partnership (A Delaware Limited Partnership) Amended and Restated Agreement of Limited Partnership
Exhibit 10.10 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.42
Amendment No. 2 to the Purvis Heights Properties, L.P. Amended and Restated Agreement of Limited Partnership
Exhibit 10.11 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.43
Purvis Heights Properties, L.P. Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership
Exhibit 10.6 to Form 10-Q Report for the period ended December 30, 1991 (File No. 0-19217)
10.44
Queen Lane Investors Amendment No. 1 to Amended and Restated Agreement and Certificate of Limited Partnership
Exhibit 10.12 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.45
Somerset Manor, Ltd. Amended and Restated Agreement and Certificate of Limited Partnership
Exhibit 10.13 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.46
Sugar Cane Villas, Ltd. Amended and Restated Agreement of Limited Partnership
Exhibit 10.23 to Form 10-K Report for the year ended March 30, 1991 (File No. 33-31390)
10.47
Summerfield Apartments Limited Partnership Amended and Restated Agreement of Limited Partnership
Exhibit 10.47 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
10.48
Amendment No.1 to the Summerfield Apartments Limited Partnership Amended and Restated Agreement of Limited Partnership
Exhibit 10.48 to Form 10-K Report for the year ended March 30, 1999 (File No. 0-19217)
10.49
Sydney Engel Associates Second Amended and Restated Agreement of Limited Partnership
Exhibit 10.4 to Form 10-Q Report for the period ended September 29, 1990 (File No. 33-31390)
10.50
First Amendment to Second Amended and Restated Agreement of Limited Partnership of Sydney Engel Associates
Exhibit 10.49 to Form 10-K Report for the year ended March 30, 1997 (File No. 0-19217)
10.51
Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Sydney Engel Associates L.P.
Exhibit 10.50 to Form 10-K Report for the year ended March 30, 1997 (File No. 0-19217)
10.52
Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Sydney Engel Associates L.P.
Exhibit 10.51 to Form 10-K Report for the year ended March 30, 1997 (File No. 0-19217)
10.53
Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Sydney Engel Associates L.P.
Exhibit 10.52 to Form 10-K Report for the year ended March 30, 1997 (File No. 0-19217)
10.54
Union Valley Associates Limited Partnership Amended and Restated Agreement and Certificate of Limited Partnership
Exhibit 10.14 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.55
Walnut Grove Family, L.P. (A Mississippi Limited Partnership) Amended and Restated Limited Partnership Agreement and Certificate of Limited Partnership
Exhibit 10.4 to Form 10-Q Report for the period ended September 29, 1991 (File No. 0-19217)
Incorporated by
Exhibit
Reference to
10.56
Waynesboro Apartments Limited Partnership Amended and Restated Agreement and Certificate of Limited Partnership
Exhibit 10.15 to Form 10-Q Report for the period ended December 30, 1990 (File No. 33-31390)
10.57
West Calhoun City, L.P. (A Mississippi Limited Partnership) Amended and Restated Limited Partnership Agreement and Certificate of Limited Partnership
Exhibit 10.5 to Form 10-Q Report for the period ended September 29, 1991 (File No. 0-19217)
10.58
Westminster Apartments Limited Partnership Second Amended and Restated Agreement of Limited Partnership
Exhibit 10.53 to Form 10-K Report for the year ended March 30, 1992 (File No. 33-31390)
16.1
Letter to the Securities and Exchange Commission from Reznick Group, P.C., dated November 9, 2012
Exhibit 16.1 to Current Report on Form 8-K filed on November 9, 2012
*31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
*31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
*32.1
Section 1350 Certification of Chief Executive Officer
*32.2
Section 1350 Certification of Chief Financial Officer
99.1
Pages 20 through 31 of Prospectus dated February 7, 1990 filed pursuant to Rule 424(b)(3) under Securities Act of 1933
Exhibit 99.1 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-19217)
99.2
Pages 44 through 71 of Prospectus dated February 7, 1990 filed pursuant to Rule 424(b)(3) under Securities Act of 1933
Exhibit 99.2 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-19217)
99.3
Pages 78 through 80 of Prospectus dated February 7, 1990 filed pursuant to Rule 424(b)(3) under Securities Act of 1933
Exhibit 99.3 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-19217)
99.4
Pages 14 through 19 of Prospectus dated February 7, 1990 filed pursuant to Rule 424(b)(3) under Securities Act of 1933
Exhibit 99.4 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-19217)
99.5
Supplement No. 1 dated June 6, 1990 to Prospectus dated February 7, 1990 filed pursuant to Rule 424(b)(3) under Securities Act of 1933
Exhibit 99.5 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-19217)
99.6
Supplement No. 2 dated November 21, 1990 to Prospectus dated February 7, 1990 filed pursuant to Rule 424(b)(3) under Securities Act of 1933
Exhibit 99.6 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-19217)
99.7
Supplement No. 3 dated December 20, 1990 to Prospectus dated February 7, 1990 filed pursuant to Rule 424(b)(3) under Securities Act of 1933
Exhibit 99.7 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-19217)
99.8
Supplement No. 4 dated October 30, 1991 to Prospectus dated February 7, 1990 filed pursuant to Rule 424(b)(3) under Securities Act of 1933
Exhibit 99.8 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-19217)
Incorporated by
Exhibit
Reference to
99.9
Supplement No. 5 dated December 26, 1991 to Prospectus dated February 7, 1990 filed pursuant to Rule 424(b)(3) under Securities Act of 1933
Exhibit 99.9 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-19217)
99.10
Supplement No. 6 dated January 15, 1992 to Prospectus dated February 7, 1990 filed pursuant to Rule 424(b)(3) under Securities Act of 1933
Exhibit 99.10 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-19217)
99.11
Report of Independent Registered Public Accounting Firm of Carrington L.D.H.A. Limited Partnership as of and for the year ended December 31, 2004
Exhibit 99.9 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-19217)
99.12
Independent Auditor’s Report of Ellinwood Heights Apartments, L.P. as of and for the years ended December 31, 2004 and 2003
Exhibit 99.10 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-19217)
99.13
Independent Auditors’ Report of NP-89 Limited Dividend Housing Association Limited Partnership as of and for the year ended December 31, 2004
Exhibit 99.11 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-19217)
99.14
Audited Financial Statements of NP-89 Limited Dividend Housing Association Limited Partnership as of and for the year ended December 31, 2005
Exhibit 99.12 to Form 10-K Report for the year ended March 30, 2006 (File No. 0-19217)
99.15
Report of Independent Registered Public Accounting Firm of NP-89 Limited Dividend Housing Association Limited Partnership as of and for the year ended December 31, 2005
Exhibit 99.13 to Form 10-K Report for the year ended March 30, 2006 (File No. 0-19217)
99.16
Audited Financial Statements of NP-89 Limited Dividend Housing Association Limited Partnership as of and for the year ended December 31, 2006
Exhibit 99.14 to Form 10-K Report for the year ended March 30, 2007 (File No. 0-19217)
99.17
Report of Independent Registered Public Accounting Firm of NP-89 Limited Dividend Housing Association Limited Partnership as of and for the year ended December 31, 2007
Exhibit 99.15 to Form 10-K Report for the year ended March 30, 2008 (File No. 0-19217)
99.18
Deferred Fee Agreement between Registrant, the General Partner and ML Fund Administrators Inc.
Exhibit 99.18 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-19217)
99.19
Report of Independent Registered Public Accounting Firm of NP-89 Limited Dividend Housing Association Limited Partnership as of and for the year ended December 31, 2008
Exhibit 99.19 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-19217)
99.20
Report of Independent Registered Public Accounting Firm of NP-89 Limited Dividend Housing Association Limited Partnership as of and for the year ended December 31, 2009
Exhibit 99.20 to Form 10-K Report for the year ended March 30, 2010 (File No. 0-19217)
**101
Financial Statements from the Annual Report on Form 10-K of the Registrant for the year ended March 30, 2013, formatted in Extensible Business Reporting Language (“XBRL”); (i) Balance Sheets as of March 30, 2013 and 2012; (ii) Statements of Operations and Other Comprehensive Income (Loss) for the years ended March 30, 2013, 2012 and 2011; (iii) Statements of Changes in Partners’ Equity (Deficit) for the years ended March 30, 2013, 2012 and 2011; and (iv) Statements of Cash Flows for the years ended March 30, 2013, 2012 and 2011
*Filed herewith.
**Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form10-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in such filing or document.
(b) Exhibits.
See (a)(3) above.
(c) Financial Statement Schedules.
See (a)(2) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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: June 27, 2013 /s/David Salzman
David Salzman
Chief Executive Officer
Dated: June 27, 2013 /s/James Hussey
James Hussey
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature
Title
Date
/s/David Salzman
Chief Executive Officer of the general
June 27, 2013
(David Salzman)
partner of the General Partner
/s/James Hussey
Chief Financial Officer of the general
June 27, 2013
(James Hussey)
partner of the General Partner
/s/Richard Paul Richman
Sole Director of the general partner of
June 27, 2013
(Richard Paul Richman)
the General Partner