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EXCEL - IDEA: XBRL DOCUMENT - WNC CALIFORNIA HOUSING TAX CREDITS III LPFinancial_Report.xls
EX-32.2 - EXHIBIT 32.2 - WNC CALIFORNIA HOUSING TAX CREDITS III LPex32-2.htm
EX-32.1 - EXHIBIT 32.1 - WNC CALIFORNIA HOUSING TAX CREDITS III LPex32-1.htm
EX-31.2 - EXHIBIT 31.2 - WNC CALIFORNIA HOUSING TAX CREDITS III LPex31-2.htm
EX-31.1 - EXHIBIT 31.1 - WNC CALIFORNIA HOUSING TAX CREDITS III LPex31-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2013

 

OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to __________

 

Commission file number: 0-23908

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

 

California   33-0531301
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
17782 Sky Park Circle    
Irvine, CA   92614-6404
(Address of principal executive offices)   (Zip Code)

 

(714) 662-5565
(Telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes [X]   No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes [X]   No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [  ]   Accelerated filer [  ]   Non-accelerated filer [X]   Smaller reporting company [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes [  ]   No [X]

  

 

 

 
 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
(A California Limited Partnership)

 

INDEX TO FORM 10-Q

 

For the Quarterly Period Ended December 31, 2013

 

PART I. FINANCIAL INFORMATION    
     
Item 1. Financial Statements   F-1
     
Condensed Balance Sheets As of December 31, 2013 and March 31, 2013   F-1
     
Condensed Statements of Operations For the Three and Nine Months Ended December 31, 2013 and 2012   F-2
     
Condensed Statement of Partners’ Deficit For the Nine Months Ended December 31, 2013   F-3
     
Condensed Statements of Cash Flows For the Nine Months Ended December 31, 2013 and 2012   F-4
     
Notes to Condensed Financial Statements   F-5
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   3
     
Item 3. Quantitative and Qualitative Disclosures about Market Risks   5
     
Item 4. Controls and Procedures   5
     
PART II. OTHER INFORMATION    
     
Item 1. Legal Proceedings   6
     
Item 1A. Risk Factors   6
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   6
     
Item 3. Defaults Upon Senior Securities   6
     
Item 4. Mine Safety Disclosures   6
     
Item 5. Other Information   6
     
Item 6. Exhibits   6
     
Signatures   7

 

2
 

 

PART I. FINANCIAL INFORMATION 

 

Item 1. Financial Statements

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

CONDENSED BALANCE SHEETS

(Unaudited)

 

   December 31, 2013   March 31, 2013 
         
ASSETS          
           
Cash  $5,698   $17,070 
Other assets   47,249    890 
Investments in Local Limited Partnerships, net (Note 2)   -    - 
           
Total Assets  $52,947   $17,960 
           
LIABILITIES AND PARTNERS’ DEFICIT          
           
Liabilities:          
Accrued fees and expenses due to General Partner and affiliates (Note 3)  $1,679,869   $1,602,638 
           
Total Liabilities   1,679,869    1,602,638 
           
Partners’ Deficit:          
General Partner   (186,401)   (185,979)
Limited Partners (30,000 Partnership Units authorized;17,917 and 18,000 Partnership Units issued and outstanding)   (1,440,521)   (1,398,699)
           
Total Partners’ Deficit   (1,626,922)   (1,584,678)
           
Total Liabilities and Partners’ Deficit  $52,947   $17,960 

 

See accompanying notes to condensed financial statements

  

F-1
 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

CONDENSED STATEMENTS OF OPERATIONS

 

For the Three and Nine Months Ended December 31, 2013 and 2012

(Unaudited)

  

   2013   2012 
   Three Months   Nine Months   Three Months   Nine Months 
                 
Distribution income  $-   $13,130   $-   $- 
Reporting fees   -    -    -    600 
                     
Total operating income   -    13,130    -    600 
                     
Operating expenses:                    
Asset management fees (Note 3)   6,272    28,133    12,729    45,317 
Legal and accounting fees   6,100    27,820    3,585    29,910 
Outsourcing expenses   1,876    4,336    603    4,399 
Other   521    3,494    862    4,553 
                     
Total operating expenses   14,769    63,783    17,779    84,179 
                     
Loss from operations   (14,769)   (50,653)   (17,779)   (83,579)
                     
Gain on sale of Local Limited Partnerships   -    8,409    -    121,751 
                     
Interest income   -    -    2    18 
                     
Net income (loss)  $(14,769)  $(42,244)  $(17,777)  $38,190 
                     
Net income (loss) allocated to:                    
General Partner  $(148)  $(422)  $(178)  $382 
                     
Limited Partners  $(14,621)  $(41,822)  $(17,599)  $37,808 
                     
Net income (loss) per Partnership Unit  $(1)  $(2)  $(1)  $2 
                     
Outstanding weighted Partnership Units   17,917    17,917    18,000    18,000 

 

See accompanying notes to condensed financial statements

 

F-2
 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

CONDENSED STATEMENT OF PARTNERS’ DEFICIT

 

For the Nine Months Ended December 31, 2013

(Unaudited)

 

   General   Limited     
   Partner   Partners   Total 
             
Partners’ deficit at March 31, 2013  $(185,979)  $(1,398,699)  $(1,584,678)
                
Net loss   (422)   (41,822)   (42,244)
                
Partners’ deficit at December 31, 2013  $(186,401)  $(1,440,521)  $(1,626,922)

 

See accompanying notes to condensed financial statements

 

F-3
 

  

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

CONDENSED STATEMENTS OF CASH FLOWS

 

For the Nine Months Ended December 31, 2013 and 2012

(Unaudited)

 

   2013   2012 
         
Cash flows from operating activities:          
Net income (loss)  $(42,244)  $38,190 
Adjustments to reconcile net income (loss) to net cash used in operating activities:          
Gain on sale of Local Limited Partnerships   (8,409)   (121,751)
(Increase) decrease in other assets   (46,359)   11,712 
Increase (decrease) in accrued fees and expenses due to General Partner and affiliates   77,231    (84,558)
           
Net cash used in operating activities   (19,781)   (156,407)
           
Cash flows from investing activities:          
Net proceeds from sale of Local Limited Partnerships   8,409    77,301 
           
Net cash provided by investing activities   8,409    77,301 
           
Net decrease in cash   (11,372)   (79,106)
           
Cash, beginning of period   17,070    107,982 
           
Cash, end of period  $5,698   $28,876 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:          
           
Taxes paid  $-   $- 
           
NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES          
Gain on sale of Local Limited Partnerships was increased and accrued fees and expenses due to the General Partner and affiliates was decreased for sales proceeds paid directly to Associates.  $-   $19,450 

 

See accompanying notes to condensed financial statements

   

F-4
 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS

 

For the Quarterly Period Ended December 31, 2013

(Unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

General

 

The accompanying condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q for quarterly reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended December 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2014. For further information, refer to the financial statements and footnotes thereto included in the Partnership’s annual report on Form 10-K for the fiscal year ended March 31, 2013.

 

Organization

 

WNC California Housing Tax Credits III, L.P. (the “Partnership”) is a California Limited Partnership formed under the laws of the State of California on October 5, 1992 and began operations on July 19, 1993. The Partnership was formed to acquire limited partnership interests in other limited partnerships (“Local Limited Partnerships”) which own multi-family or senior housing complexes (“Housing Complexes”) that are eligible for Federal low income housing tax credits (“Low Income Housing Tax Credits”). The local general partners (the “Local General Partners”) of each Local Limited Partnership retain responsibility for maintaining, operating and managing the Housing Complexes. Each Local Limited Partnership is governed by its agreement of limited partnership (the “Local Limited Partnership Agreement”).

 

The general partner of the Partnership is WNC California Housing Tax Credit Partners III, L.P. (the “General Partner”). WNC & Associates, Inc. (“Associates”) and Wilfred N. Cooper Sr. are the general partners of the General Partner. The chairman and president of Associates own all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through Associates as the Partnership has no employees of its own.

 

The Partnership shall continue in full force and effect until December 31, 2050 unless terminated prior to that date pursuant to the partnership agreement or law.

 

The financial statements include only activity relating to the business of the Partnership, and do not give effect to any assets that the partners may have outside of their interests in the Partnership, or to any obligations, including income taxes, of the partners.

 

Pursuant to a registration statement filed with the Securities and Exchange Commission, on February 17, 1993, the Partnership commenced a public offering of 30,000 units of limited partnership interest (“Partnership Units”) at a price of $1,000 per Partnership Unit. As of the close of the public offering on July 22, 1994, a total of 17,990 Partnership Units representing $17,990,000 had been sold. During 1995, an additional 10 Partnership Units amounting to $10,000 was collected on subscriptions accepted and previously deemed uncollectible. The General Partner has a 1% interest in operating profits and losses, taxable income and losses, in cash available for distribution from the Partnership and Low Income Housing Tax Credits of the Partnership. The investors in the Partnership (“Limited Partners”) will be allocated the remaining 99% of these items in proportion to their respective investments. As of December 31, 2013, a total of 17,917 Partnership Units remain outstanding.

 

F-5
 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly Period Ended December 31, 2013

(Unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

The proceeds from the disposition of any of the Local Limited Partnership Housing Complexes will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the Partnership. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership. Should such distributions occur, the Limited Partners will be entitled to receive distributions equal to their capital contributions and their return on investment (as defined in the Partnership Agreement) and the General Partner would then be entitled to receive proceeds equal to their capital contributions from the remainder. Any additional sale or refinancing proceeds will be distributed 90% to the Limited Partners (in proportion to their respective investments) and 10% to the General Partner.

 

Risks and Uncertainties

 

An investment in the Partnership and the Partnership’s investments in Local Limited Partnerships and their Housing Complexes are subject to risks. These risks may impact the tax benefits of an investment in the Partnership, and the amount of proceeds available for distribution to the Limited Partners, if any, on liquidation of the Partnership’s investments. Some of those risks include the following:

 

The Low Income Housing Tax Credits rules are extremely complicated. Noncompliance with these rules results in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25,000 of taxable income. The Local Limited Partnerships may be unable to sell the Housing Complexes at a price which would result in the Partnership realizing cash distributions or proceeds from the transaction. Accordingly, the Partnership may be unable to distribute any cash to its Limited Partners. Low Income Housing Tax Credits may be the only benefit from an investment in the Partnership.

 

The Partnership has invested in a limited number of Local Limited Partnerships. Such limited diversity means that the results of operation of each single Housing Complex will have a greater impact on the Partnership. With limited diversity, poor performance of one Housing Complex could impair the Partnership’s ability to satisfy its investment objectives. Each Housing Complex is subject to mortgage indebtedness. If a Local Limited Partnership failed to pay its mortgage, it could lose its Housing Complex in foreclosure. If foreclosure were to occur during the first 15 years (the “Compliance Period”), the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of prior Low Income Housing Tax Credits, and a loss of the Partnership’s investment in the Housing Complex would occur. The Partnership is a limited partner or a non-managing member of each Local Limited Partnership. Accordingly, the Partnership will have very limited rights with respect to management of the Local Limited Partnerships. The Partnership will rely totally on the Local General Partners. Neither the Partnership’s investments in Local Limited Partnerships, nor the Local Limited Partnerships’ investments in Housing Complexes, are readily marketable. To the extent the Housing Complexes receive government financing or operating subsidies, they may be subject to one or more of the following risks: difficulties in obtaining tenants for the Housing Complexes; difficulties in obtaining rent increases; limitations on cash distributions; limitations on sales or refinancing of Housing Complexes; limitations on transfers of interests in Local Limited Partnerships; limitations on removal of Local General Partners; limitations on subsidy programs; and possible changes in applicable regulations. Uninsured casualties could result in loss of property and Low Income Housing Tax Credits and recapture of Low Income Housing Tax Credits previously taken. The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar Housing Complexes, and neighborhood conditions, among others.

 

F-6
 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly Period Ended December 31, 2013

(Unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

The ability of Limited Partners to claim tax losses from the Partnership is limited. The IRS may audit the Partnership or a Local Limited Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to Limited Partners could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in the Partnership. Changes in tax laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes.

 

All of the Low Income Housing Tax Credits anticipated to be realized from the Local Limited Partnerships have been realized. The Partnership does not anticipate being allocated any Low Income Housing Tax Credits from the Local Limited Partnerships in the future.

 

Anticipated future and existing cash resources of the Partnership are not sufficient to pay existing liabilities of the Partnership. However, substantially all of the existing liabilities of the Partnership are payable to the General Partner and/or its affiliates. Though the amounts payable to the General Partner and/or its affiliates are contractually currently payable, the Partnership anticipates that the General Partner and/or its affiliates will not require the payment of these contractual obligations until capital reserves are in excess of the aggregate of then existing contractual obligations and then anticipated future foreseeable obligations of the Partnership. The Partnership would be adversely affected should the General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason.

 

No trading market for the Partnership Units exists or is expected to develop. Limited Partners may be unable to sell their Partnership Units except at a discount and should consider their Partnership Units to be a long-term investment. Individual Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners.

 

The Partnership currently has insufficient working capital to fund its operations. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through February 28, 2015.

 

Exit Strategy

 

The Compliance Period for a Housing Complex is generally 15 years following construction or rehabilitation completion. Associates was one of the first in the industry to offer syndicated investments in Low Income Housing Tax Credits. The initial programs have completed their Compliance Periods.

 

Upon the sale of a Local Limited Partnership Interest or Housing Complex after the end of the Compliance Period, there would be no recapture of Low Income Housing Tax Credits. A sale prior to the end of the Compliance Period could result in recapture if certain conditions are not met. All remaining Local Limited Partnerships have completed their Compliance Periods.

 

With that in mind, the General Partner is continuing its review of the Housing Complexes. The review considers many factors, including extended use requirements (such as those due to mortgage restrictions or state compliance agreements), the condition of the Housing Complexes, and the tax consequences to the Limited Partners from the sale of the Housing Complexes.

 

F-7
 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly Period Ended December 31, 2013

(Unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Upon identifying those Housing Complexes with the highest potential for a successful sale, refinancing or syndication, the Partnership expects to proceed with efforts to liquidate them. The objective is to maximize the Limited Partners’ return wherever possible and, ultimately, to wind down the Partnership. Local Limited Partnership interests may be disposed of any time by the General Partner in its discretion. While liquidation of the Housing Complexes continues to be evaluated, the dissolution of the Partnership was not imminent as of December 31, 2013.

 

As of March 31, 2013, the Partnership sold its Local Limited Partnership Interest in Rosewood Apartments L.P., Venus Retirement Village, Ltd, Winters Investment Group, Parlier Garden Apartments, L.P., Tahoe Pines Apartments, L.P., Candleridge Apartments of Perry L.P II, Nueva Sierra Vista Associates, L.P., Walnut – Pixley, L.P., Orosi Apartments, Ltd., Memory Lane, L.P., Sun Manor, L.P., Almond Garden Apartment Associates, Buccaneer Villas, Limited, Dallas County Housing and Old Fort Limited Partnership.

 

The following table reflects the dispositions that occurred during the nine months ended December 31, 2013. The Compliance Period for all Local Limited Partnerships has been completed so there is no risk of tax credit recapture to the investors in the Partnership.

 

Local Limited Partnership  Debt at 
12/31 prior
to sale date
   Appraisal
Value
   Date of Sale   Sales
Proceeds
   Actual Sale
Related
Expenses
   Gain (loss)
on sale
 
                         
Almond View Apartments, Limited  $1,616,729   $295,000    7/31/2013   $2,500   $2,080   $420 
La Paloma del Sol, Phase II, L.P.   1,336,172    810,000    8/31/2013    10,000    2,011    7,989 

  

The following table represents the use of the cash proceeds from the disposition of the Local Limited Partnerships that were disposed of during the nine months ended December 31, 2013:

 

Local Limited Partnership  Cash
Proceeds
   Reimburse GP
or affiliates
for expenses
   Payment of
accrued asset management
fees
   Remaining cash
to remain in
reserves for
future expenses
   Cash
distribution to
investors
 
                     
Almond View Apartments, Limited  $2,500   $-   $-   $2,500   $- 
La Paloma del Sol, Phase II, L.P.   10,000    2,441    -    7,559    - 

 

F-8
 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly Period Ended December 31, 2013

(Unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

As of December 31, 2013, the Local Limited Partnership Interest in Colonial Village Roseville was identified to be sold. Colonial Village Roseville was appraised for $2,655,000 and had a mortgage note balance of $1,485,033 as of December 31, 2012. The Partnership’s investment balance is zero. The Compliance Period has been completed therefore there is no risk of recapture and investor approval is not required. The sale of the Local Limited Partnership is expected to close by June 30, 2014.

 

Method of Accounting for Investments in Local Limited Partnerships

 

The Partnership accounts for its investments in Local Limited Partnerships using the equity method of accounting, whereby the Partnership adjusts its investment balance for its share of the Local Limited Partnerships’ results of operations and for any contributions made and distributions received. The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. Recoverability of such investment is measured by the estimated value derived by management, generally consisting of the sum of the remaining future Low Income Housing Tax Credits estimated to be allocable to the Partnership and the estimated residual value to the Partnership. If an investment is considered to be impaired, the Partnership reduces the carrying value of its investment in any such Local Limited Partnership. The accounting policies of the Local Limited Partnerships, generally, are expected to be consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments are capitalized as part of the investment account and were amortized over 27.5 years (see Note 2).

 

“Equity in losses of Local Limited Partnerships” for the periods ended December 31, 2013 and 2012 has been recorded by the Partnership. Management’s estimate for the three and nine-month periods is based on either actual unaudited results reported by the Local Limited Partnerships or historical trends in the operations of the Local Limited Partnerships. Equity in losses of Local Limited Partnerships allocated to the Partnership are not recognized to the extent that the investment balance would be adjusted below zero. If the Local Limited Partnerships report net income in future years, the Partnership will resume applying the equity method only after its share of such net income equals the share of net losses not recognized during the period(s) the equity method was suspended (see Note 2).

 

In accordance with the accounting guidance for the consolidation of variable interest entities, the Partnership determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.

 

F-9
 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly Period Ended December 31, 2013

(Unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Based on this guidance, the Local Limited Partnerships in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Partnership’s interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Partnership currently records the amount of its investment in these Local Limited Partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership’s balance in investment in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership’s exposure to loss on these Local Limited Partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the Local General Partners and their guarantee against credit recapture to the investors in the Partnership.

 

Distributions received by the Partnership are accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized as income. As of December 31, 2013, all of the investment balances had reached zero.

 

Use of 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 that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

 

Cash and Cash Equivalents

 

The Partnership considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. As of all periods presented, the Partnership had no cash equivalents.

 

Reporting Comprehensive Income

 

The Partnership had no items of other comprehensive income for all periods presented.

 

F-10
 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly Period Ended December 31, 2013

(Unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Income Taxes

 

The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners 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 and other taxing authorities. Accordingly, 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. Income tax returns filed by the Partnership are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2009 remain open.

 

Net Loss Per Partnership Unit

 

Net loss per Partnership Unit includes no dilution and is computed by dividing loss allocated to Limited Partners by the weighted average number of Partnership Units outstanding during the period. Calculation of diluted net loss per Partnership Unit is not required.

 

Revenue Recognition

 

The Partnership is entitled to receive reporting fees from the Local Limited Partnerships. The intent of the reporting fees is to offset (in part) administrative costs incurred by the Partnership in corresponding with the Local Limited Partnerships. Due to the uncertainty of the collection of these fees, the Partnership recognizes reporting fees as collections are made.

 

Reclassifications

 

Certain reclassifications have been made to the 2012 financial statements to be consistent with the 2013 presentation.

 

F-11
 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly Period Ended December 31, 2013

(Unaudited)

 

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

 

As of December 31, 2013 and March 31, 2013, the Partnership owns Local Limited Partnership interests in 1 and 3 Local Limited Partnerships, respectively. As of December 31, 2013 and March 31, 2013, these Local Limited Partnership’s each own one Housing Complex consisting of an aggregate of 56 and 166 apartment units, respectively. The Local General Partners of the Local Limited Partnerships manage the day to day operations of the entities. Significant Local Limited Partnership business decisions require approval from the Partnership. The Partnership, as a Limited Partner, is generally entitled to 99%, as specified in the Local Limited Partnership governing agreements, of the operating profits and losses, taxable income and losses, and Low Income Housing Tax Credits of the Local Limited Partnerships.

 

Selected financial information for the nine months ended December 31, 2013 and 2012 from the unaudited combined condensed financial statements of the Local Limited Partnerships in which the Partnership has invested is as follows:

 

COMBINED CONDENSED STATEMENTS OF OPERATIONS
         
   2013   2012 
         
Revenue  $581,000   $893,000 
Expenses:          
Operating expenses   388,000    671,000 
Interest expense   114,000    198,000 
Depreciation and amortization   186,000    296,000 
           
Total expenses   688,000    1,165,000 
           
Net loss  $(107,000)  $(272,000)
           
Net loss allocable to the Partnership  $(104,000)  $(269,000)
           
Net loss recorded by the Partnership  $-   $- 

 

Certain Local Limited Partnerships have incurred significant operating losses and/or have working capital deficiencies. In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership may be required to sustain operations of such Local Limited Partnerships.

 

F-12
 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly Period Ended December 31, 2013

(Unaudited)

 

NOTE 3 - RELATED PARTY TRANSACTIONS

 

Under the terms of the Partnership Agreement, the Partnership has paid or is obligated to the General Partner or its affiliates for the following items:

 

(a)An annual asset management fee equal to 0.5% of the invested assets of the Partnership, as defined. “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnerships and the Partnership’s allocable share of mortgage loans on and other debts related to the Housing Complexes owned by such Local Limited Partnerships. Fees of $28,133 and $45,317 were incurred during the nine months ended December 31, 2013 and 2012, respectively. The Partnership paid the General Partner and its affiliates $15,000 and $134,903 of those fees during the nine months ended December 31, 2013 and 2012, respectively.

 

(b)Subordinated Disposition Fee. A subordinated disposition fee is an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the Limited Partners receiving a preferred return of 16% through December 31, 2003 and 6% thereafter (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. No such fees were earned during the periods presented.

 

(c)The Partnership reimburses the General Partner or its affiliates for operating expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf of the Partnership. Operating expense reimbursements paid were $22,003 and $54,225 during the nine months ended December 31, 2013 and 2012, respectively.

 

The accrued fees and expenses due to the General Partner and affiliates consist of the following at:

 

   December 31, 2013   March 31, 2013 
         
Expenses paid by the General Partner or affiliates on behalf of the Partnership  $64,098   $- 
Asset management fee payable   1,615,771    1,602,638 
Total  $1,679,869   $1,602,638 

 

The General Partner and/or its affiliates do not anticipate that these accrued fees will be paid until such time as capital reserves are in excess of future foreseeable working capital requirements of the Partnership.

 

F-13
 

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

With the exception of the discussion regarding historical information, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other discussions elsewhere in this Form 10-Q contain forward looking statements. Such statements are based on current expectations subject to uncertainties and other factors which may involve known and unknown risks that could cause actual results of operations to differ materially from those projected or implied. Further, certain forward-looking statements are based upon assumptions about future events which may not prove to be accurate.

 

Risks and uncertainties inherent in forward looking statements include, but are not limited to, the Partnership’s future cash flows and ability to obtain sufficient financing, level of operating expenses, conditions in the Low Income Housing Tax Credit property market and the economy in general, as well as legal proceedings. Historical results are not necessarily indicative of the operating results for any future period.

 

Subsequent written and oral forward looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by cautionary statements in this Form 10-Q and in other reports filed with the SEC.

 

The following discussion and analysis compares the results of operations for the three and nine months ended December 31, 2013 and 2012, and should be read in conjunction with the condensed unaudited financial statements and accompanying notes included within this report.

 

Financial Condition

 

The Partnership’s assets at December 31, 2013 consisted of $6,000 in cash and $47,000 of other assets. Liabilities at December 31, 2013 consisted of $1,680,000 of accrued fees and expenses due to General Partner and affiliates.

 

Results of Operations

 

Three Months Ended December 31, 2013 Compared to Three Months Ended December 31, 2012. The Partnership’s net loss for the three months ended December 31, 2013 was $(15,000), reflecting a decrease of $3,000 from the $(18,000) net loss for the three months ended December 31, 2012. There was a $6,000 decrease in asset management fees for the three months ended December 31, 2013. These fees are calculated based on the invested assets, which decreased due to the dispositions of Local Limited Partnerships. There was a $(3,000) increase in legal and accounting fees for the three months ended December 31, 2013 due to the timing of the accounting work performed. Additionally, there was a $(1,000) increase in outsourcing expenses for the three months ended December 31, 2013 due to the filing of proxies related to the disposition of the remaining Local Limited Partnerships.

 

Nine Months Ended December 31, 2013 Compared to Nine Months Ended December 31, 2012. The Partnership’s net loss for the nine months ended December 31, 2013 was $(42,000), reflecting a decrease of $(80,000) from the $38,000 net income for the nine months ended December 31, 2012. The decrease in net income was partially due to a $(113,000) decrease in gain on sale of Local Limited Partnerships for the nine months ended December 31, 2013. The gains recorded vary from period to period depending on the sale prices and values of the Local Limited Partnerships sold. There was also a $17,000 decrease in asset management fees for the nine months ended December 31, 2013. These fees are calculated based on the invested assets, which decreased due to the dispositions of Local Limited Partnerships in the prior year. There was a $2,000 decrease in legal and accounting fees due to the timing of the accounting work performed. The distribution income increased by $13,000 and reporting fees decreased $(1,000) for the nine months ended December 31, 2013. Local Limited Partnerships pay distribution income and reporting fees to the Partnership when the Local Limited Partnerships’ cash flows will allow for the payment.

 

3
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

 

Liquidity and Capital Resources

 

Nine Months Ended December 31, 2013 Compared to Nine Months Ended December 31, 2012. The net cash used during the nine months ended December 31, 2013 was $(11,000) compared to net cash used during the nine months ended December 31, 2012 of $(79,000). During the nine months ended December 31, 2013, the Partnership paid $(15,000) and $(22,000) to the General Partner or an affiliate for accrued asset management fees and reimbursement of operating expenses paid on behalf of the Partnership, respectively, compared to $(135,000) and $(54,000) paid during the nine months ended December 31, 2012, respectively. Each quarter the Partnership evaluates the cash position and determines how much of the accrued asset management fees and operating expense reimbursements will be paid to the General Partner or affiliates. During the nine months ended December 31, 2013, the Partnership received $8,000 in net cash proceeds from the disposition of its Local Limited Partnerships compared to $77,000 of sales proceeds received during the nine months ended December 31, 2012.

 

During the nine months ended December 31, 2013 accrued payables, which consist primarily of asset management fees to the General Partner or affiliates, increased by $77,000. The General Partner does not anticipate that these accrued fees will be paid in full until such time as capital reserves are in excess of future foreseeable working capital requirements of the Partnership.

 

The Partnership expects its future cash flows, together with its net available assets at December 31, 2013, to be insufficient to meet all currently foreseeable future cash requirements. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through February 28, 2015.

 

Recent Accounting Changes

 

In May 2011, the FASB issued an update to existing guidance related to fair value measurements on how to measure fair value and what disclosures to provide about fair value measurements. For fair value measurements categorized as level 3, a reporting entity should disclose quantitative information of the unobservable inputs and assumptions, a description of the valuation processes and narrative description of the sensitivity of the fair value to changes in unobservable inputs. This update is effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not materially affect the Partnership’s condensed financial statements.

 

4
 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risks
   
NOT APPLICABLE
   
Item 4.   Controls and Procedures
   
(a) Disclosure controls and procedures
   
  As of the end of the period covered by this report, the Partnership’s General Partner, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of Associates, carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in Securities Exchange Act of 1934 Rule 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Partnership’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed in the Partnership’s periodic report filings with SEC is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms, consistent with the definition of “disclosure controls and procedures” under the Securities Exchange Act of 1934.
   
  The Partnership must rely on the Local Limited Partnerships to provide the Partnership with certain information necessary to the timely filing of the Partnership’s periodic reports. Factors in the accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and resulted in the Partnership’s inability to file its periodic reports in a timely manner.
   
  Once the Partnership has received the necessary information from the Local Limited Partnerships, the Chief Executive Officer and the Chief Financial Officer of Associates believe that the material information required to be disclosed in the Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Going forward, the Partnership will use the means reasonably within its power to impose procedures designed to obtain from the Local Limited Partnerships the information necessary to the timely filing of the Partnership’s periodic reports.
   
(b) Changes in internal controls
   
  There were no changes in the Partnership’s internal control over financial reporting that occurred during the quarter ended December 31, 2013 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

  

5
 

 

Part II. Other Information
   
Item 1. Legal Proceedings
   
  NONE
   
Item 1A. Risk Factors
   
  No material changes in risk factors as previously disclosed in the Partnership’s Form 10-K.
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   
  NONE
   
Item 3. Defaults Upon Senior Securities
   
  NONE
   
Item 4.

Mine Safety Disclosures

 

NOT APPLICABLE

   
Item 5. Other Information
   
  NONE
   
Item 6.   Exhibits

 

31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.  (filed herewith)
   
31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.  (filed herewith)
   
32.1 Section 1350 Certification of the Chief Executive Officer.  (filed herewith)
   
32.2 Section 1350 Certification of the Chief Financial Officer.  (filed herewith)
 
101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Balance Sheets at December 31, 2013 and March 31, 2013, (ii) the Condensed Statements of Operations for the three and nine months ended December 31, 2013 and 2012, (iii) the Condensed Statements of Partners’ Deficit for the nine months ended December 31, 2013, (iv) the Condensed Statement of Cash Flows for the nine months ended December 31, 2013 and 2012 and (v) the Notes to Condensed Financial Statements.
   
  Exhibits 32.1, 32.2 and 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.

 

6
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
     
By: WNC California Housing Tax Credit Partners III, L.P      General Partner
     
By: /s/ Wilfred N. Cooper Jr.  
  Wilfred N. Cooper, Jr.  
  President and Chief Executive Officer of WNC & Associates, Inc.
   
Date: January 27, 2014  
   
By:   /s/ Melanie R. Wenk  
  Melanie R. Wenk  
  Vice President – Chief Financial Officer of WNC & Associates, Inc.
   
Date: January 27, 2014  

 

7