Attached files

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10-K - CAL 3 10K MARCH 31, 2008 - WNC CALIFORNIA HOUSING TAX CREDITS III LPcal308.txt
EX-31 - EXHIBIT 31-2 - WNC CALIFORNIA HOUSING TAX CREDITS III LPex312.txt
EX-32 - EXHIBIT 32-1 - WNC CALIFORNIA HOUSING TAX CREDITS III LPex321.txt
EX-32 - EXHIBIT 32-2 - WNC CALIFORNIA HOUSING TAX CREDITS III LPex322.txt
EX-31 - EXHIBIT 31-1 - WNC CALIFORNIA HOUSING TAX CREDITS III LPex311.txt
EX-99 - EX 99 COLONIAL 05 AND 04 - WNC CALIFORNIA HOUSING TAX CREDITS III LPcolvilroseaudit.txt









                            FINANCIAL STATEMENTS AND
                          INDEPENDENT AUDITOR'S REPORT

                           COLONIAL VILLAGE ROSEVILLE
                       (A California Limited Partnership)

                           DECEMBER 31, 2007 and 2006








COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) TABLE OF CONTENTS PAGE INDEPENDENT AUDITOR'S REPORT 3 FINANCIAL STATEMENTS: BALANCE SHEETS 4 STATEMENTS OF OPERATIONS 6 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL 10 STATEMENTS OF CASH FLOWS 11 NOTES TO FINANCIAL STATEMENTS 12
PAILET, MEUNER AND LEBLANC, L.L.P. Certified Public Accountants Management Consultants INDEPENDENT AUDITOR'S REPORT To the Partners COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) We have audited the accompanying balance sheets of COLONIAL VILLAGE ROSEVILLE, (A California Limited Partnership), as of December 31, 2007 and 2006, and the related statements of operations, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with the Standards of the Public 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 has determined that it 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 COLONIAL VILLAGE ROSEVILLE, (A California Limited Partnership), as of December 31, 2007 and 2006, and the results of its operations, changes in partners' capital and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Pailet, Meunier and LeBlanc, L.L.P. --------------------------------------- Metairie, Louisiana August 21, 2009 3421 N. Causeway Blvd., Suite 701 o Metairie, LA 70002 |X| Telephone (504) 837-0770 o Few (504) 837-7102 Member of IGAF Member Piano in Principal Cities o PCAOB -- Public Company Accounting Oversight Board AICPA: Center for Public Company Audit firms (SEC) o Governmental Audit Quality Center o Private Companies Practice Section (PCPS)
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) BALANCE SHEETS DECEMBER 31, 2007 AND 2006 2007 2006 ----------- ----------- ASSETS Current assets Cash $ 116,270 $ 98,823 Prepaid expense 6,454 5,646 ----------- ----------- Total current assets 122,724 104,469 ----------- ----------- Restricted deposits and funded reserves Tenants' security deposits 31,836 30,885 Replacement reserve escrow 102,789 145,363 ----------- ----------- Total restricted deposits and funded reserves 134,625 176,248 ----------- ----------- Property and equipment, at cost Land 315,303 315,303 Building 4,873,899 4,865,200 Equipment 177,478 177,478 ----------- ----------- 5,366,680 5,357,981 Less: accumulated depreciation (2,441,860) (2,263,251) ----------- ----------- Total property and equipment 2,924,820 3,094,730 ----------- ----------- Other assets Deferred charges, less accumulated amortization of $65,366 and $60,153 68,056 73,269 ----------- ----------- Total other assets 68,056 73,269 ----------- ----------- Total assets $ 3,250,225 $ 3,448,716 =========== =========== See accompanying notes to financial statements 4
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) BALANCE SHEETS DECEMBER 31, 2007 AND 2006 2007 2006 ---------- ---------- LIABILITIES AND PARTNERS' CAPITAL Current liabilities Accounts payable $ 5,792 $ 11,052 Accounts payable - general partner 11,319 11,240 Current maturities of long term debt 54,524 50,904 Accrued expense 800 800 ---------- ---------- Total current liabilities 72,435 73,996 ---------- ---------- Deposit and prepayment liabilities Tenants' security deposits 20,475 21,300 Prepaid rents 3,858 3,751 ---------- ---------- Total deposit and prepayment liabilities 24,333 25,051 ---------- ---------- Long-term debt Mortgage payable, less current maturities 1,744,764 1,799,288 ---------- ---------- Total long-term debt 1,744,764 1,799,288 ---------- ---------- Commitment Partners' capital 1,408,693 1,550,381 ---------- ---------- Total liabilities and partners' capital $3,250,225 $3,448,716 ========== ========== See accompanying notes to financial statements 5
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) STATEMENTS OF OPERATIONS DECEMBER 31, 2007 AND 2006 2007 2006 -------- -------- Rental income Apartments $554,364 $536,738 -------- -------- Net rental revenue 554,364 536,738 -------- -------- Financial revenue Income from investments - replacement reserve 6,209 12,002 Income from investments - operating reserve 496 540 -------- -------- Total financial revenue 6,705 12,542 -------- -------- Other Revenue Laundry and vending 11,431 8,901 NSF and late charges 55 365 Damage and cleaning fees 4,880 6,460 Other revenue 4,160 51 -------- -------- Total other revenue 20,526 15,777 -------- -------- Total revenue 581,595 565,057 -------- -------- See accompanying notes to financial statements 6
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) STATEMENTS OF OPERATIONS DECEMBER 31, 2007 AND 2006 2007 2006 -------- -------- Operating expenses Renting expenses Advertising $ 2,561 $ 2,917 Miscellaneous renting expenses 88 -- -------- -------- Total renting expenses 2,649 2,917 -------- -------- Administrative expenses Office supplies 391 3,981 Management fee 38,304 36,288 Manager's salary 27,488 24,686 Manager rent free unit 11,344 11,109 Legal expense -- 355 Audit expense 7,500 6,500 Telephone and answering service 1,792 1,238 Bad debts 10,193 12,025 Miscellaneous administrative expenses 11,889 12,525 -------- -------- Total administrative expenses 108,901 108,707 -------- -------- Utilities expense Electricity 5,504 6,151 Water 4,106 4,332 Gas 3,899 3,692 Sewer 16,510 12,437 -------- -------- Total utilities expense 30,019 26,612 -------- -------- See accompanying notes to financial statements 7
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) STATEMENTS OF OPERATIONS DECEMBER 31, 2007 AND 2006 2007 2006 -------- -------- Operating and maintenance expense Janitor and cleaning payroll $ 7,772 $ 6,376 Janitor and cleaning supplies 734 891 Janitor and cleaning contract 870 750 Exterminating payroll I contract 924 924 Garbage and trash removal 8,078 8,215 Grounds supplies 6,666 151 Grounds contract 14,638 15,046 Repairs payroll 26,447 25,173 Repairs material 2,753 1,909 Repairs contract 48,998 40,128 Decorating payroll / contract 1,788 671 Decorating supplies 2,384 1,700 Miscellaneous 7,422 4,282 -------- -------- Total operating and maintenance expenses 129,474 106,216 -------- -------- Taxes and insurance Real estate taxes 535 350 Payroll taxes 5,377 5,190 Miscellaneous taxes, licenses, and permits 800 800 Property and liability insurance 8,756 7,950 Workman's compensation 6,183 10,104 Health insurance and other employee benefits 14,074 13,528 -------- -------- Total taxes and insurance 35,725 37,922 -------- -------- Total operating expenses 306,768 282,374 -------- -------- See accompanying notes to financial statements 8
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) STATEMENTS OF OPERATIONS DECEMBER 31, 2007 AND 2006 2007 2006 --------- --------- Other expenses Interest expense - mortgage $ 125,891 $ 129,270 Depreciation and amortization 183,822 183,956 --------- --------- Total other expenses 309,713 313,226 --------- --------- Total expenses 616,481 595,600 --------- --------- Net income (loss) $ (34,886) $ (30,543) ========= ========= See accompanying notes to financial statements 9
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL DECEMBER 31, 2007 AND 2006 Total General Limited Partners' Partner Partners Capital ----------- ----------- ----------- Balance - January 1, 2007 $ (136,456) $ 1,686,837 $ 1,550,381 Net Income (Loss) (349) (34,537) (34,886) Distributions to Partners (74,762) (32,040) (106,802) ----------- ----------- ----------- Balance - December 31, 2007 $ (211,567) $ 1,620,260 $ 1,408,693 =========== =========== =========== See accompanying notes to financial statements 10
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) STATEMENTS OF CASH FLOWS DECEMBER 31, 2007 AND 2006 2007 2006 --------- --------- Cash flows from operating activities: Net Income $ (34,886) $ (30,543) --------- --------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 183,822 183,956 (Increase) decrease in prepaid expenses (808) (1,093) Increase (decrease) in accounts payable (5,260) 7,155 Increase (decrease) in prepaid rents 107 3,751 Increase (decrease) in security deposits (825) (2,250) Increase (decrease) in accounts payable - affiliates 79 852 --------- --------- Total adjustments 177,115 192,371 --------- --------- Net cash provided (used) by operating activities 142,229 161,828 --------- --------- Cash flows from investing activities: Acquisition of property and equipment (8,699) -- (Deposit) withdrawal replacement reserve 42,574 (20,858) (Deposit) withdrawal security deposit account (951) (1,042) --------- --------- Net cash provided (used) by investing activities 32,924 (21,900) --------- --------- Cash flows from financing activities: Partner distributions (106,802) (106,801) Principal payments on long-term debt (50,904) (47,524) --------- --------- Net cash provided (used) by financing activities (157,706) (154,325) --------- --------- Net increase (decrease) in cash and equivalents 17,447 (14,397) Cash and equivalents, beginning of year 98,823 113,220 --------- --------- Cash and equivalents, end of year $ 116,270 $ 98,823 ========= ========= Supplemental disclosures of cash flow information: Cash paid during the year for: Interest expense $ 125,891 $ 129,270 ========= ========= See accompanying notes to financial statements 11
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2007 AND 2006 NOTE A - NATURE OF OPERATIONS Colonial Village Roseville is a California Limited Partnership which was formed in April 1993, to develop, construct, own, maintain and operate a 56-unit multi-family apartment complex and is located in the city of Roseville, California. The Partnership Agreement and the loan agreement with the Midland Mortgage Company govern the major activities of the Partnership. Under the agreements, the Partnership is required to provide low cost housing to very low-income or lower-income households. The Partnership has one general partner, Project Go Inc., a 501(c) (3) tax exempt, non-profit community service organization and one investing limited partner, WNC Housing Tax Credits III, L.P., a California limited partnership. Partnership transactions with the partners are described in other notes to these financial statements. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS A summary of the Partnership's significant accounting policies consistently applied in the preparation of the accompanying financial statements follows: Basis of Accounting ------------------- The Partnership prepares its financial statements on the accrual basis of accounting consistent with accounting principles generally accepted in the United States of America. Capitalization and Depreciation ------------------------------- Land, buildings and improvements are recorded at cost. Depreciation of buildings and equipment is computed principally using the Modified Accelerated Cost Recovery System which approximates straight-line for buildings and double-declining balance for equipment over the following estimated useful lives: Years ----- Buildings 27.5 Equipment 7 Improvements are capitalized, while expenditures for maintenance and repairs are charged to expense as incurred. Upon disposal of depreciable property, the appropriate property accounts are reduced by the related costs and accumulated depreciation. The resulting gains and losses are reflected in the statement of operations. 12
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2007 AND 2006 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cash and Cash Equivalents ------------------------- For purposes of reporting the statements of cash flows, the Partnership includes all cash accounts which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents on the accompanying balance sheet. Amortization ------------ Deferred charges are amortized over the following estimated useful lives using the straight-line method: Years ----- Deferred debt expense 30 Tax monitoring fee 15 Income Taxes ------------ No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners individually. Estimates --------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These assumptions affect the reported amounts of assets, liabilities and the amount of any contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates made. Personal Assets and Liabilities ------------------------------- In accordance with the generally accepted method of presenting partnership financial statements, the financial statements do not include the personal assets and liabilities of the partners, including their obligation for income taxes on their distributive shares of the net income of the Partnership, nor any provision for income tax expense. 13
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2007 AND 2006 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) SFAS NO, 144 ------------ Statement of Financial Accounting Standards (SEAS) No, 144 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances that the carrying amount of an asset may not be recoverable. The adoption of SFAS No. 144 has not materially affected the partnership's reported earnings, financial condition or cash flows. NOTE C - RESTRICTED DEPOSITS AND FUNDED RESERVES In accordance with the Partnership Agreement and the Rider to Multifamily Instrument with Midland Mortgage Company, the Partnership is required to maintain a replacement reserve account. The replacement reserve account is to be funded annually in the amount of $16,800. NOTE D - DEFERRED CHARGES Deferred charges as of December 31, 2007 and 2006, consist of the following: 2007 2006 --------- --------- Deferred debt expense $ 110,462 $ 110,462 Tax credit monitoring fee 22,960 22,960 --------- --------- 133,422 133,422 Less: accumulated amortization (65,366) (60,153) --------- --------- $ 68,056 $ 73,269 ========= ========= NOTE E - LONG-TERM DEBT Long-Term debt consisted of a permanent loan with Midland Mortgage Company in an original amount of $2,200,000. Under the terms of the 30-year Promissory Note with Midland, the loan provides for an initial interest rate of 7.67% and monthly payments of $15,640 commencing on September 1, 1995, and continuing through August 2025. The interest rate and monthly payment will be adjusted at year eleven (11) and year twenty-one (21), based on the Current Index plus 2.75% and the payment will be adjusted and determined by the amount of the monthly payment that would be sufficient to repay the note within 360 14
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2007 AND 2006 NOTE E - LONG-TERM DEBT (CONTINUED) months of the initial payment date. As Of December 31, 2007, the current interest rate, and minimum monthly payment due is 6.89% and $14.732.89, respectively. The apartment complex is pledged as collateral for the mortgage and is secured by deeds of trust, assignment of rents, security agreements and fixture filings against the property. Aggregate maturities of Long-term debt for the next five years are as follows: Year ending December 31, 2008 $ 54,524 2009 58,402 2010 62,555 2011 67,004 2012 71,769 Thereafter 1,485,034 --------- $1,799,288 ========== NOTE F - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES Management Fee -------------- In accordance with the Management Agreement, the Partnership paid Project Go, Inc., the general partner, management fees during 2007 and 2006 in the amounts of $38,304 and 36,288, respectively, for services rendered in connection with the leasing and operation of the project. The fee For its services is approximately 6.9% of the project's rental income. NOTE G - COMMITMENT The Partnership entered into a Regulatory Agreement with the Tax Credit Allocation Committee (TCAC), established under Section 50185 of the Health and Safety Code of the State of California, Under this Agreement, the Partnership shall maintain the project as a Qualified Low-income Housing Project for a period of 55 consecutive taxable years beginning with 1995, the first taxable year of the Credit Period. In exchange for this agreement, TCAC has authorized an allocation relating to the low-income housing credit under the provisions of Section 42 of the Internal Revenue Code. 15
COLONIAL VILLAGE ROSEVILLE (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2007 AND 2006 NOTE H - CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS The Partnership's sole asset is Colonial Village Roseville Apartments. The Partnership's operations are concentrated in the multifamily real estate market. 16