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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 September 30, 2002
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
Commission File Number 0-20476
INDEPENDENCE TAX CREDIT PLUS L.P.
---------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3589920
- --------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
- -------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)421-5333
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
--- ---
PART I - Financial Information
Item 1. Financial Statements
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
============== ==============
September 30, March 31,
2002 2002
-------------- --------------
ASSETS
Property and equipment at cost,
net of accumulated depreciation
of $52,226,866 and $49,421,936,
respectively $131,192,730 $133,957,550
Cash and cash equivalents 1,566,227 1,261,107
Cash held in escrow 9,289,052 9,401,655
Deferred costs, net of accumulated
amortization of $1,332,711
and $1,225,385, respectively 1,630,114 1,737,440
Other assets 1,406,304 1,410,689
-------------- -------------
Total assets $145,084,427 $147,768,441
============== =============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 93,394,532 $ 95,056,576
Accounts payable and other liabilities 11,922,818 11,545,339
Due to local general partners and
affiliates 5,276,895 5,301,570
Due to general partner and affiliates 6,497,264 5,952,787
-------------- -------------
Total liabilities 117,091,509 117,856,272
-------------- -------------
Minority interest 5,349,890 5,508,422
-------------- -------------
Partners' capital (deficit):
Limited partners (76,786 BACs
issued and outstanding) 23,099,472 24,842,584
General partner (456,444) (438,837)
-------------- -------------
Total partners' capital (deficit) 22,643,028 24,403,747
-------------- -------------
Total liabilities and partners'
capital (deficit) $145,084,427 $147,768,441
============== =============
See Accompanying Notes to Consolidated Financial Statements.
2
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
======================== ========================
Three Months Ended Six Months Ended
September 30, September 30,
------------------------ ------------------------
2002 2001 2002 2001
------------------------ ------------------------
Revenues
Rental income $ 5,150,832 $ 4,950,923 $10,269,449 $ 9,806,482
Other income 171,010 195,305 326,805 328,145
----------- ----------- ----------- -----------
5,321,842 5,146,228 10,596,254 10,134,627
----------- ----------- ----------- -----------
Expenses
General and
administrative 824,307 883,848 1,621,878 1,733,934
General and
administrative-
related parties
(Note 2) 525,757 490,799 1,022,151 989,017
Repairs and
maintenance 1,117,342 1,042,769 2,024,742 1,910,024
Operating 619,041 765,952 1,339,450 1,576,713
Taxes 353,073 345,787 653,812 653,094
Insurance 199,169 194,696 415,571 393,991
Financial,
principally
interest 1,195,549 1,143,574 2,376,101 2,348,038
Depreciation and
amortization 1,464,280 1,464,836 2,912,256 2,872,400
----------- ----------- ----------- -----------
Total expenses 6,298,518 6,332,261 12,365,961 12,477,211
----------- ----------- ----------- -----------
Net loss before
minority interest (976,676) (1,186,033) (1,769,707) (2,342,584)
Minority interest
in loss of
subsidiaries 2,113 1,944 8,988 9,506
----------- ----------- ----------- -----------
Net loss $ (974,563) $(1,184,089) $(1,760,719) $(2,333,078)
=========== =========== =========== ===========
Net loss - limited
partners $ (964,817) $(1,172,248) $(1,743,112) $(2,309,747)
=========== =========== =========== ===========
Number of BACs
outstanding 76,786 76,786 76,786 76,786
=========== =========== =========== ===========
Net loss per BAC $ (12.56) $ (15.27) $ (22.70) $ (30.08)
=========== =========== =========== ===========
See Accompanying Notes to Consolidated Financial Statements.
3
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statement of Changes in Partners' Capital
(Deficit)
(Unaudited)
===============================================
Limited General
Total Partners Partner
-----------------------------------------------
Partners' capital
(deficit)
April 1, 2002 $ 24,403,747 $ 24,842,584 $ (438,837)
Net loss (1,760,719) (1,743,112) (17,607)
-------------- ------------- -------------
Partners' capital
(deficit)
September 30,
2002 $ 22,643,028 $ 23,099,472 $ (456,444)
============== ============= =============
See Accompanying Notes to Consolidated Financial Statements.
4
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
===========================
Six Months Ended
September 30,
---------------------------
2002 2001
---------------------------
Cash flows from operating activities:
Net loss $ (1,760,719) $(2,333,078)
------------ -----------
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation and amortization 2,912,256 2,872,400
Minority interest in loss of
subsidiaries (8,988) (9,506)
Increase in due to general
partner and affiliates 544,477 411,153
Increase in accounts
payable and other liabilities 377,479 412,866
Decrease in other assets 4,385 449,828
Decrease (increase) in cash held in
escrow 107,937 (593,882)
------------ -----------
Total adjustments 3,937,546 3,542,859
------------ -----------
Net cash provided by
operating activities 2,176,827 1,209,781
------------ -----------
Cash flows from investing activities:
Increase in property and
equipment (40,110) (103,214)
Decrease in cash held in escrow 4,666 9,334
(Decrease) increase in due to
local general partners and affiliates (24,675) 16,382
------------ -----------
Net cash used in
investing activities (60,119) (77,498)
------------ -----------
5
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
(continued)
===========================
Six Months Ended
September 30,
---------------------------
2002 2001
---------------------------
Cash flows from financing activities:
Principal reduction of mortgage notes (1,662,044) (1,037,372)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (149,544) (654,476)
------------ -----------
Net cash used in financing activities (1,811,588) (1,691,848)
------------ -----------
Net increase (decrease) in cash
and cash equivalents 305,120 (559,565)
Cash and cash equivalents at
beginning of period 1,261,107 1,831,790
------------ -----------
Cash and cash equivalents at
end of period $ 1,566,227 $ 1,272,225
============ ===========
See Accompanying Notes to Consolidated Financial Statements.
6
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2002
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Independence Tax
Credit Plus L.P. (the "Partnership") and 28 other limited partnerships
("subsidiary partnerships", "subsidiaries" or "Local Partnerships") owning
affordable apartment complexes that are eligible for the low-income housing tax
credit. The general partner of the Partnership is Related Independence
Associates L.P., a Delaware limited partnership (the "General Partner"). Through
the rights of the Partnership and/or an affiliate of the General Partner, which
affiliate has a contractual obligation to act on behalf of the Partnership, to
remove the general partner of the subsidiary local partnerships and to approve
certain major operating and financial decisions, the Partnership has a
controlling financial interest in the subsidiary partnerships.
For financial reporting purposes, the Partnership's fiscal quarter ends
September 30. All subsidiaries have fiscal quarters ending June 30. Accounts of
the subsidiaries have been adjusted for intercompany transactions from July 1
through September 30. The Partnership's fiscal quarter ends September 30 in
order to allow adequate time for the subsidiaries financial statements to be
prepared and consolidated.
All intercompany accounts and transactions with the subsidiary partnerships have
been eliminated in consolidation.
Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arise from cash contributions and cash
distributions to the minority interest partners.
Losses attributable to minority interest which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. Such losses
aggregated approximately $4,000 and $13,000 and $8,000 and $7,000 for the three
and six months ended September 30, 2002 and 2001, respectively. The
Partnership's investment in each subsidiary is equal to the respective
subsidiary's partners' equity less minority interest capital, if any. In
consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.
7
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2002
(Unaudited)
Certain information and note disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been omitted or condensed. These condensed financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K for the period ended March 31,
2002.
The books and records of the Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting principles. In the
opinion of the General Partner, the accompanying unaudited financial statements
contain all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the financial position of the Partnership as of
September 30, 2002, the results of operations for the three and six months ended
September 30, 2002 and 2001 and cash flows for the six months ended September
30, 2002 and 2001. However, the operating results for the six months ended
September 30, 2002 may not be indicative of the results for the year.
8
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2002
(Unaudited)
Note 2 - Related Party Transactions
An affiliate of the General Partner, Independence SLP L.P., has either a 0.1% or
1% interest as a special limited partner in each of the Local Partnerships. An
affiliate of the General Partner also has a minority interest in certain Local
Partnerships.
The costs incurred to related parties for the three and six months ended
September 30, 2002 and 2001 were as follows:
Three Months Ended Six Months Ended
September 30, September 30,
-------------------- ---------------------
2002 2001 2002 2001
-------------------- ---------------------
Partnership manage-
ment fees (a) $220,000 $220,000 $ 440,000 $ 440,000
Expense reimburse-
ment (b) 41,581 27,601 76,672 56,601
Local administra-
tive fee (c) 17,000 16,000 32,000 32,000
-------- -------- ---------- ---------
Total general and
administrative-
General Partner 278,581 263,601 548,672 528,601
-------- -------- ---------- ---------
Property manage-
ment fees incurred
to affiliates of
the subsidiary
partnerships'
general partners 247,176 227,198 473,479 460,416
-------- -------- ---------- ---------
Total general and
administrative-
related parties $525,757 $490,799 $1,022,151 $ 989,017
======== ======== ========== =========
(a) The General Partner is entitled to receive a partnership management fee,
after payment of all Partnership expenses, which together with the annual local
administrative fees will not exceed a maximum of 0.5% per annum of invested
assets (as defined in the Partnership Agreement), for administering the affairs
of the Partnership. Subject to the foregoing limitation, the partnership
management fee will be determined by the General Partner in its sole discretion
based upon its review of the Partnership's investments. Unpaid partnership
management fees for any year have been, and will continue to be, accrued without
interest and will be payable only to the extent of available funds after the
Partnership has made distributions to the limited partners of sale or
refinancing proceeds equal to their original capital contributions plus a 10%
priority return thereon (to the extent not theretofore paid out of cash flow).
Partnership management fees owed to the General Partner amounting to
approximately $4,399,000 and $3,959,000 were accrued and unpaid as of September
30, 2002 and March 31, 2002.
9
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2002
(Unaudited)
(b) The Partnership reimburses the General Partner and its affiliates for actual
Partnership operating expenses incurred by the General Partner and its
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. Another
affiliate of the General Partner performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance.
(c) Independence SLP L.P. is entitled to receive a local administrative fee of
up to $2,500 per year from each subsidiary partnership.
Pursuant to the Partnership Agreement and the Local Partnership Agreements, the
General Partner and Independence SLP L.P. received their prorata share of
profits, losses and tax credits.
Note 3 - Commitments and Contingencies
There were no material changes and/or additions to disclosures regarding the
subsidiary partnerships which were included in the Partnership's Annual Report
on Form 10-K for the period ended March 31, 2002.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership's primary source of funds is cash distributions from the
operations of the Local Partnerships. These cash distributions, which remain
immaterial, are available to meet obligations of the Partnership.
As of September 30, 2002, the Partnership has invested all of its net proceeds
in twenty-eight Local Partnerships. Approximately $28,000 of the purchase price
remains to be paid to the Local Partnerships (all of which is held in escrow).
During the six months ended September 30, 2002, approximately $5,000 was paid
from escrow.
Cash and cash equivalents of the Partnership and its twenty-eight consolidated
subsidiary partnerships increased approximately $305,000 during the six months
ended September 30, 2002 due to a decrease in cash held in escrow relating to
investing activities ($5,000) and cash provided by operating activities
($2,177,000) which exceeded acquisitions of property and equipment ($40,000), a
decrease in due to local general partners and affiliates ($25,000), principal
reduction of mortgage notes ($1,662,000) and a decrease in capitalization of
consolidated subsidiaries attributable to minority interest ($150,000). Included
in the adjustments to reconcile the net loss to cash provided by operating
activities is depreciation and amortization ($2,912,000).
The working capital reserve at September 30, 2002 was approximately $75,000.
Cash distributions received from the Local Partnerships remain relatively
immaterial. Distributions of approximately $126,000 and $81,000 were received
during the six months ended September 30, 2002 and 2001, respectively. However,
management expects that the distributions received from the Local Partnerships
will increase, although not to a level sufficient to permit providing cash
distributions to BACs holders. These distributions, as well as the working
capital reserves referred to in the above paragraph and the deferral of fees by
the General Partner referred to below, will be used to meet the operating
expenses of the Partnership.
Partnership management fees owed to the General Partner amounting to
approximately $4,399,000 and $3,959,000 were accrued and unpaid as of September
30, 2002 and March 31, 2002, respectively (see Note 2). Without the General
11
Partner's advances and continued accrual without payment of certain fees and
expense reimbursements, the Partnership will not be in a position to meet its
obligations. The General Partner has continued to advance and allow the accrual
without payment of these amounts but is under no obligation to continue to do
so.
For a discussion of contingencies affecting certain Local Partnerships, see Note
3 to the financial statements. Since the maximum loss the Partnership would be
liable for is its net investment in the Local Partnership, the resolution of the
existing contingency is not anticipated to impact future results of operations,
liquidity or financial condition in a material way. However, the Partnership's
loss of its investment in a Local Partnership will eliminate the ability to
generate future tax credits from such Local Partnership and may also result in
recapture of tax credits if the investment is lost before the expiration of the
compliance period.
Management is not aware of any trends or events, commitments or uncertainties,
which have not otherwise been disclosed, that will or are likely to impact
liquidity in a material way. Management believes the only impact would be from
laws that have not yet been adopted. The portfolio is diversified by the
location of the properties around the United States so that if one area of the
country is experiencing downturns in the economy, the remaining properties in
the portfolio may be experiencing upswings. However, the geographic
diversification of the portfolio may not protect against a general downturn in
the national economy. The Partnership has fully invested the proceeds of its
offering in 28 local partnerships, all of which fully have their tax credits in
place. The tax credits are attached to the project for a period of ten years,
and are transferable with the property during the remainder of the ten year
period. If trends in the real estate market warranted the sale of a property,
the remaining tax credits would transfer to the new owner, thereby adding
significant value to the property on the market, which are not included in the
financial statement carrying amount.
Results of Operations
- -----------------------
The Partnership's results of operations for the three and six months ended
September 30, 2002 and 2001 consisted primarily of the results of the
Partnership's investment in twenty-eight Local Partnerships. The majority of
Local Partnership income continues to be in the form of rental income with the
corresponding expenses being divided among operations, depreciation and mortgage
interest.
12
Rental income remained fairly consistent with increases of approximately 4% and
5% for the three and six months ended September 30, 2002 as compared to the
corresponding periods in 2001, primarily due to an increase in occupancy at one
Local Partnership and rental rate increase.
Other income decreased approximately $24,000 for the three months ended
September 30, 2002 as compared to the corresponding period in 2001, primarily
due to a decrease in interest earned on cash and cash equivalent balances at the
Local Partnerships due to a reduction in interest rates, partially offset by the
write-off of old receivables in 2001 at the partnership level.
Total expenses, excluding operating expenses, remained fairly consistent with
increases of approximately 2% and 1% for the three and six months ended
September 30, 2002, as compared to the corresponding periods in 2001.
Operating expenses decreased approximately $147,000 and $237,000 for the three
and six months ended September 30, 2002 as compared to the corresponding periods
in 2001, primarily due to a decrease in heat and gas usage and costs at the
Local Partnerships.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None.
Item 4. Controls and Procedures
The Chief Executive Officer and Chief Financial Officer of Related Independence
Associates L.P., which is the general partner of Independence Tax Credit Plus
L.P. (the "Partnership"), have evaluated the Partnership's disclosure controls
and procedures relating to the Partnership's quarterly report on Form 10-Q for
the period ending September 30, 2002 as filed with the Securities and Exchange
Commission and have judged such controls and procedures to be effective as of
September 30, 2002 (the "Evaluation Date").
There have been no significant changes in the internal controls or in other
factors that could significantly affect internal controls relating to the
Partnership since the Evaluation Date.
13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(3A) Form of Amended and Restated Agreement of Limited Partnership
of Independence Tax Credit Plus L.P., attached to the Prospectus as Exhibit A*
(3B) Amended and Restated Certificate of Limited Partnership of
Independence Tax Credit Plus L.P.*
(10A) Form of Subscription Agreement attached to the Prospectus as
Exhibit B*
(10B) Form of Purchase and Sales Agreement pertaining to the
Partnership's acquisition of Local Partnership Interests*
(10C) Form of Amended and Restated Agreement of Limited Partnership
of Local Partnerships*
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*Incorporated herein as an exhibit by reference to exhibits filed
with Pre-Effective Amendment No. 1 to the Independence Tax Credit Plus L.P.
Registration Statement on Form S-11 (Registration No. 33-37704)
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
the quarter.
14
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.
INDEPENDENCE TAX CREDIT PLUS L.P.
---------------------------------
(Registrant)
By: RELATED INDEPENDENCE
ASSOCIATES L.P., General Partner
By: RELATED INDEPENDENCE
ASSOCIATES INC., General Partner
Date: October 28, 2002
By:/s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Senior Vice President
(principal financial officer)
Date: October 28, 2002
By:/s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
CERTIFICATION
I, Michael Brenner, Chief Executive Officer of Related Independence Associates
Inc. a general partner of Related Independence Associates L.P. the General
Partner of Independence Tax Credit Plus L.P. (the "Partnership"), hereby certify
that:
1. I have reviewed this quarterly report on Form 10-Q for the period ending
September 30, 2002 of the Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Partnership as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15-d-14) for the
Partnership and I have:
a) designed such disclosure controls and procedures to ensure the
material information relating to the Partnership is made known to me,
particularly during the period in which this quarterly report was
being prepared;
b) evaluated the effectiveness of the Partnership's disclosure controls
and procedures as of September 30, 2002 (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the Partnership's
auditors and to the boards of directors of the General Partners:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Partnership's ability to
record, process, summarize and report financial data and have
identified for the Partnership's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Partnership's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
By:/s/ Michael Brenner
-------------------
Michael Brenner
Chief Executive Officer
October 28, 2002
CERTIFICATION
I, Alan P. Hirmes, Chief Financial Officer of Related Independence Associates
Inc. a general partner of Related Independence Associates L.P. the General
Partner of Independence Tax Credit Plus L.P. (the "Partnership"), hereby certify
that:
1. I have reviewed this quarterly report on Form 10-Q for the period ending
September 30, 2002 of the Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Partnership as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15-d-14) for the
Partnership and I have:
a) designed such disclosure controls and procedures to ensure the
material information relating to the Partnership is made known to me,
particularly during the period in which this quarterly report was
being prepared;
b) evaluated the effectiveness of the Partnership's disclosure controls
and procedures as of September 30, 2002 (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the Partnership's
auditors and to the boards of directors of the General Partners:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Partnership's ability to
record, process, summarize and report financial data and have
identified for the Partnership's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Partnership's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
By:/s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Chief Financial Officer
October 28, 2002
Exhibit 99.1
CERTIFICATION PURSUANT TO
18.U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Independence Tax Credit Plus L.P.
(the "Partnership") on Form 10-Q for the period ending September 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Michael Brenner, Chief Executive Officer of Related Independence
Associates Inc. a general partner of Related Independence Associates L.P. the
General Partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Partnership.
By: /s/ Michael Brenner
---------------------
Michael Brenner
Chief Executive Officer
October 28, 2002
Exhibit 99.2
CERTIFICATION PURSUANT TO
18.U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Independence Tax Credit Plus L.P.
(the "Partnership") on Form 10-Q for the period ending September 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Alan P. Hirmes, Chief Financial Officer of Related Independence
Associates Inc. a general partner of Related Independence Associates L.P. the
General Partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Partnership.
By: /s/ Alan P. Hirmes
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Alan P. Hirmes
Chief Financial Officer
October 28, 2002