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EX-32.2 - SECTION 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER. - AMERICAN TAX CREDIT PROPERTIES III LPexh32_2.htm
EX-32.1 - SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER. - AMERICAN TAX CREDIT PROPERTIES III LPexh32_1.htm
EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER. - AMERICAN TAX CREDIT PROPERTIES III LPexh31_2.htm
EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER. - AMERICAN TAX CREDIT PROPERTIES III LPexh31_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 June 29, 2016

OR

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

For the Transition Period from                  to ____________

Commission File Number: 0-19217

American Tax Credit Properties III L.P.
(Exact Name of Registrant as Specified in its Charter)

Delaware
13-3545006 
(State or Other Jurisdiction of Organization)
(I.R.S. Employer Incorporation or  Identification No.)
   
Richman Tax Credit Properties III L.P.
 
340 Pemberwick Road
 
Greenwich, Connecticut
06831
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant's Telephone Number, Including Area Code:  (203) 869-0900

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

Large Accelerated Filer            
Accelerated Filer            
Non-Accelerated Filer            
Smaller Reporting Company   X  
                                                                                                                                                                                  
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes         No    



AMERICAN TAX CREDIT PROPERTIES III L.P.

PART I - FINANCIAL INFORMATION


Table of Contents
 
   
Page
     
Item 1.
Financial Statements.
 
     
Balance Sheets
3
     
Statements of Operations and Comprehensive Income (Loss)
4
     
Statements of Cash Flows
5
     
Notes to Financial Statements
7
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
9
     
Item 3.
Quantitative and Qualitative Disclosure About Market Risk.
11
     
Item 4.
Controls and Procedures.
12
 
2

 
AMERICAN TAX CREDIT PROPERTIES III L.P.
BALANCE SHEETS
(UNAUDITED)

 
   
June 29,
   
March 30,
 
   
2016
   
2016
 
         
ASSETS
       
         
Cash and liquid investments
       
         
Cash and cash equivalents
 
$
254,446
   
$
110,119
 
Investment in Pemberwick Fund, a short duration bond fund
   
893,553
     
231,367
 
                 
   
$
1,147,999
   
$
341,486
 
                 
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
               
                 
Liabilities
               
                 
Accounts payable and accrued expenses
 
$
10,543
   
$
32,120
 
Payable to general partner and affiliates
   
3,269,294
     
3,260,048
 
                 
     
3,279,837
     
3,292,168
 
                 
Commitments and contingencies
               
                 
Partners' equity (deficit)
               
                 
General partner
   
(2,024,804
)
   
(2,842,300
)
Limited partners (35,883 units of limited partnership interest outstanding)
   
(107,589
)
   
(107,589
)
Accumulated other comprehensive income (loss)
   
555
     
(793
)
                 
     
(2,131,838
)
   
(2,950,682
)
                 
   
$
1,147,999
   
$
341,486
 
 
See Notes to Financial Statements.
3

AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED JUNE 29, 2016 AND 2015
(UNAUDITED)

 
   
2016
   
2015
 
         
REVENUE
       
         
Interest
 
$
958
   
$
566
 
Other income from local partnerships
   
5,000
     
4,080
 
                 
TOTAL REVENUE
   
5,958
     
4,646
 
                 
EXPENSES
               
                 
Administration fees
   
5,738
     
12,175
 
Management fees
   
5,738
     
12,175
 
Professional fees
   
9,731
     
11,679
 
Printing, postage and other
   
4,920
     
2,008
 
                 
TOTAL EXPENSES
   
26,127
     
38,037
 
                 
LOSS BEFORE GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES
   
(20,169
)
   
(33,391
)
                 
GAIN ON SALE OF LIMITED PARTNER INTERESTS/ LOCAL PARTNERSHIP PROPERTIES
   
837,665
         
                 
NET INCOME (LOSS)
   
817,496
     
(33,391
)
                 
Other comprehensive income (loss) - Pemberwick Fund
   
1,348
     
(457
)
                 
COMPREHENSIVE INCOME (LOSS)
 
$
818,844
   
$
(33,848
)
                 
                 
NET INCOME (LOSS) ATTRIBUTABLE TO
               
                 
General partner
 
$
817,496
   
$
(33,391
)
Limited partners
   
--
     
--
 
                 
   
$
817,496
   
$
(33,391
)
                 
NET INCOME (LOSS) per unit of limited partnership interest (35,883 units of limited partnership interest)
 
$
--
   
$
--
 
 
See Notes to Financial Statements.
4

AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 29, 2016 AND 2015
(UNAUDITED)

 
   
2016
   
2015
 
         
CASH FLOWS FROM OPERATING ACTIVITIES
       
         
Interest received
 
$
958
   
$
566
 
Cash paid for
               
Administration fees
   
(2,230
)
   
(1,490
)
Professional fees
   
(31,308
)
   
(3,570
)
Printing, postage and other expenses
   
(4,920
)
   
(3,348
)
                 
Net cash used in operating activities
   
(37,500
)
   
(7,842
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
                 
Proceeds in connection with sale of limited partner interests/local partnership properties
   
837,665
         
Investments in Pemberwick Fund
   
(660,838
)
   
(538
)
Distributions received from local partnerships
   
5,000
     
4,080
 
                 
Net cash provided by investing activities
   
181,827
     
3,542
 
                 
Net increase (decrease) in cash and cash equivalents
   
144,327
     
(4,300
)
                 
Cash and cash equivalents at beginning of period
   
110,119
     
52,011
 
                 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
254,446
   
$
47,711
 
                 
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
               
                 
Unrealized gain (loss) on investment in Pemberwick Fund
 
$
1,348
   
$
(457
)
 
See reconciliation of net income (loss) to net cash used in operating activities on page 6.

 
See Notes to Financial Statements.
5

AMERICAN TAX CREDIT PROPERTIES III L.P.
STATEMENTS OF CASH FLOWS - CONTINUED
THREE MONTHS ENDED JUNE 29, 2016 AND 2015
(UNAUDITED)

 
   
2016
   
2015
 
         
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES
       
         
Net income (loss)
 
$
817,496
   
$
(33,391
)
                 
Adjustments to reconcile net income (loss) to net cash used in operating activities
               
                 
   Gain on sale of limited partner interests/local partnership properties
   
(837,665
)
       
Other income from local partnerships
   
(5,000
)
   
(4,080
)
Increase (decrease) in accounts payable and accrued expenses
   
(21,577
)
   
6,769
 
Increase in payable to general partner and affiliates
   
9,246
     
22,860
 
                 
NET CASH USED IN OPERATING ACTIVITIES
 
$
(37,500
)
 
$
(7,842
)

 
See Notes to Financial Statements.
6

AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 29, 2016
(UNAUDITED)

1. Basis of Presentation

The accompanying unaudited financial statements of American Tax Credit Properties III L.P. (the "Partnership") have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. They do not include all information and footnotes required by GAAP for complete financial statements. In the opinion of the general partner of the Partnership (the "General Partner"), the accompanying unaudited financial statements include all adjustments necessary to present fairly the financial position as of June 29, 2016 and the results of operations and cash flows for the interim period presented. All adjustments are of a normal recurring nature. The results of operations for the three months ended June 29, 2016 are not necessarily indicative of the results that may be expected for the entire year.

2. Investment in Local Partnerships

The Partnership initially acquired limited partner equity interests (the "Local Partnership Interest" or "Local Partnership Interests") in forty-three partnerships (the "Local Partnership" or "Local Partnerships") representing capital contributions in the aggregate amount of $29,384,966, which includes voluntary advances (the "Advances") made to a certain Local Partnership and all of which has been paid. As of June 29, 2016, the Partnership holds a Local Partnership Interest in three Local Partnerships. The Partnership has no legal obligation to fund any operating deficits of the remaining Local Partnerships. The results of operations of the Local Partnerships are provided by the general partners of the Local Partnerships (the "Local General Partners") on an unaudited basis during interim periods.

In the event the operations of a Local Partnership result in a loss, 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. As a result of cumulative equity losses and distributions, and the sales of certain Local Partnerships' Properties and/or the Partnership's Local Partnership Interests, the Partnership's investment in local partnerships reached a zero balance in a prior year.

During the three months ended June 29, 2016, Summerfield Apartments Limited Partnership ("Summerfield Apartments") sold its underlying Property to an unaffiliated entity; the Partnership received $837,665 in connection with the sale. Such amount is reflected as gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations and comprehensive income (loss) for the three months ended June 29, 2016. The Partnership may be entitled to additional proceeds after further resolution of the accounts of Summerfield Apartments. The Local General Partner of Summerfield Apartments will dissolve Summerfield Apartments as soon as possible.

3. Investment in Pemberwick Fund

The Partnership carries its investment in Pemberwick Fund, a short duration bond fund ("Pemberwick") at estimated fair value. 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 as defined in Accounting Standards Codification ("ASC") Topic 820. Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access. Pemberwick's net asset value ("NAV") is $10.07 per share as of June 29, 2016. An unrealized gain of $555 is reflected as accumulated other comprehensive income in the accompanying unaudited balance sheet as of June 29, 2016. The Partnership has earned $45,105 of interest revenue from the date of its initial investment in Pemberwick through June 29, 2016.
7

 
AMERICAN TAX CREDIT PROPERTIES III L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
JUNE 29, 2016
(UNAUDITED)

4. Additional Information

Additional information, including the audited March 30, 2016 Financial Statements and the Organization, Purpose and Summary of Significant Accounting Policies, is included in the Partnership's Annual Report on Form 10-K for the fiscal year ended March 30, 2016 on file with the Securities and Exchange Commission.
8


AMERICAN TAX CREDIT PROPERTIES III L.P.

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

Material Changes in Financial Condition

As of June 29, 2016, American Tax Credit Properties III L.P. (the "Registrant") has experienced a significant change in financial condition as compared to March 30, 2016 resulting primarily from the receipt of approximately $838,000 in connection with Summerfield Apartments Limited Partnership's ("Summerfield Apartments") sale of its underlying property (see discussion below under Results of Operations and Local Partnership Matters). Principal changes in assets are comprised of periodic transactions and adjustments. Registrant had acquired a limited partner equity interest (the "Local Partnership Interest" or "Local Partnership Interests") in forty-three partnerships (the "Local Partnership" or "Local Partnerships"), that own/owned 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. During the three months ended June 29, 2016, Registrant received cash from interest revenue, distributions from Local Partnerships and proceeds in connection with Summerfield Apartments (see discussion above), and utilized cash for operating expenses and investments in Pemberwick Fund, a short duration bond fund ("Pemberwick"). Cash and cash equivalents and investment in Pemberwick increased, in the aggregate, by approximately $807,000 during the three months ended June 29, 2016 (which includes an unrealized gain on investment in Pemberwick of approximately $1,000). Payable to general partner and affiliates in the accompanying unaudited balance sheet as of June 29, 2016 represents deferred management and administration fees.

Results of Operations

Registrant's operating results are dependent, in part, on 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 sales of certain Local Partnerships' Properties and/or Registrant's Local Partnership Interests, Registrant's investment in local partnerships reached a zero balance in a prior year.

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 three months ended June 29, 2016 and 2015 resulted in net income (loss) of $817,496 and $(33,391), respectively. The increase in net income is primarily the result of (i) gain on sale of limited partner interests/local partnership properties of approximately $838,000 recognized during the three months ended June 29, 2016 and (ii) a decrease in management and administration fees, in the aggregate, of approximately $13,000. Other comprehensive income for the three months ended June 29, 2016 resulted from an unrealized gain on investment in Pemberwick of $1,348.
9


AMERICAN TAX CREDIT PROPERTIES III L.P.

Item 2.                  Management's Discussion and Analysis of Financial Condition and Results of Operations  (Continued).

Local Partnership Matters

Registrant's primary objective, to provide Low-income Housing Tax Credits to the limited partners (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"). 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 August 1, 2016, Registrant owns three 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 remaining Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located in Maine, Maryland and New York. Two of the three remaining Local Partnerships receive rental subsidy payments under the terms of agreements that expire at various times. Registrant cannot 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 remaining Local Partnerships have 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 remaining Local Partnerships.

During the three months ended June 29, 2016, Summerfield Apartments sold its underlying Property to an unaffiliated entity; Registrant received $837,665 in connection with the sale. Such amount is reflected as gain on sale of limited partner interests/local partnership properties in the accompanying unaudited statement of operations and comprehensive income (loss) for the three months ended June 29, 2016. Registrant may be entitled to additional proceeds after further resolution of the accounts of Summerfield Apartments. The Local General Partner of Summerfield Apartments will dissolve Summerfield Apartments as soon as possible.
10

AMERICAN TAX CREDIT PROPERTIES III L.P.

Item 2.                  Management's Discussion and Analysis of Financial Condition and Results of Operations  (Continued).

Critical Accounting Policies and Estimates

The accompanying unaudited 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. 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 unaudited 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 in a prior year.

Forward-Looking Information

As a cautionary note, with the exception of historical facts, the matters discussed in this quarterly report on Form 10-Q 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.

Item 3.                  Quantitative and Qualitative Disclosure About Market Risk.

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.
11

AMERICAN TAX CREDIT PROPERTIES III L.P.

Item 4.                  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 the general partner of the General Partner, 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 three months ended June 29, 2016. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of the general partner of the General Partner concluded that Registrant's disclosure controls and procedures were effective as of June 29, 2016.

There were no changes in Registrant's internal control over financial reporting during the three months ended June 29, 2016 that have materially affected, or are reasonably likely to materially affect, Registrant's internal control over financial reporting.
12

AMERICAN TAX CREDIT PROPERTIES III L.P.

Part II - OTHER INFORMATION

Item 1.                  Legal Proceedings.

None.

Item 1A.             Risk Factors.

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 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.

 
Exhibit 31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
     
 
Exhibit 31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
     
 
Exhibit 32.1
Section 1350 Certification of Chief Executive Officer.
     
 
Exhibit 32.2
Section 1350 Certification of Chief Financial Officer.
     
 
Exhibit 101.ins
XBRL Instance.*
     
 
Exhibit 101.xsd
XBRL Schema.*
     
 
Exhibit 101.cal
XBRL Calculation.*
     
 
Exhibit 101.def
XBRL Definition.*
     
 
Exhibit 101.lab
XBRL Label.*
     
 
Exhibit 101.pre
XBRL Presentation.*
 
*Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
13

 
SIGNATURES


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

   
AMERICAN TAX CREDIT PROPERTIES III L.P.
   
(a Delaware limited partnership)
     
   
By:    Richman Tax Credit Properties III L.P.,
   
General Partner
     
   
By:    Richman Housing Credits Inc.,
   
general partner
     
     
Dated: August 1, 2016
 
/s/Brian Myers
   
By: Brian Myers
   
Chief Executive Officer
     
     
     
Dated: August 1, 2016
 
/s/James Hussey
   
By:    James Hussey
   
Chief Financial Officer
     
     
     
Dated: August 1, 2016
 
/s/Richard Paul Richman
   
By:    Richard Paul Richman
   
Sole Director



14