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, 2003
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
----- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes No X
----- -----
PART I - Financial Information
Item 1. Financial Statements
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
============= ============
December 31, March 31,
2003 2003
------------- ------------
ASSETS
Property and equipment at cost,
net of accumulated depreciation
of $59,298,188 and $55,076,049,
respectively $124,599,574 $128,704,171
Cash and cash equivalents 1,372,654 1,445,745
Cash held in escrow 9,532,803 9,305,504
Deferred costs, net of accumulated
amortization of $1,530,099
and $1,389,754, respectively 1,445,416 1,585,761
Other assets 1,620,573 1,540,332
------------ ------------
Total assets $138,571,020 $142,581,513
============ ============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 91,073,731 $ 93,200,138
Accounts payable and other
liabilities 13,900,338 11,974,677
Due to local general partners and
affiliates 5,550,881 5,853,665
Due to general partner and affiliates 8,377,045 7,299,343
------------ ------------
Total liabilities 118,901,995 118,327,823
------------ ------------
Minority interest 5,041,661 5,193,688
------------ ------------
Partners' capital (deficit):
Limited partners (76,786 BACs
issued and outstanding) 15,163,964 19,552,276
General partner (536,600) (492,274)
------------ ------------
Total partners' capital (deficit) 14,627,364 19,060,002
------------ ------------
Total liabilities and partners'
capital (deficit) $138,571,020 $142,581,513
============ ============
See accompanying notes to consolidated financial statements.
2
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
======================== =========================
Three Months Ended Nine Months Ended
December 31, December 31,
------------------------ -------------------------
2003 2002 2003 2002
------------------------ -------------------------
Revenues
Rental income $ 5,197,783 $ 4,882,416 $15,485,576 $15,151,865
Other income 175,564 206,251 490,528 533,056
----------- ----------- ----------- -----------
5,373,347 5,088,667 15,976,104 15,684,921
Expenses
General and
administrative 842,937 766,830 2,719,173 2,500,302
General and
administrative-
related parties
(Note 2) 544,934 512,617 1,556,791 1,534,768
Repairs and
maintenance 1,442,273 1,121,030 3,684,717 3,034,178
Operating 784,045 729,583 2,473,534 2,069,033
Taxes 332,833 315,210 1,061,479 969,022
Insurance 356,790 236,080 918,008 651,651
Financial,
principally
interest 1,296,015 1,365,079 3,645,203 3,741,180
Depreciation and
amortization 1,468,982 1,429,701 4,362,483 4,341,957
----------- ----------- ----------- -----------
Total expenses 7,068,809 6,476,130 20,421,388 18,842,091
----------- ----------- ----------- -----------
Net loss before
minority interest (1,695,462) (1,387,463) (4,445,284) (3,157,170)
Minority interest
in loss of
subsidiaries 3,021 1,022 12,646 10,010
----------- ----------- ----------- -----------
Net loss $(1,692,441) $(1,386,441) $(4,432,638) $(3,147,160)
=========== =========== =========== ===========
Net loss - limited
partners $(1,675,517) $(1,372,576) $(4,388,312) $(3,115,688)
=========== =========== =========== ===========
Number of BACs
outstanding 76,786 76,786 76,786 76,786
=========== =========== =========== ===========
Net loss per BAC $(21.82) $ (17.88) $ (57.15) $ (40.58)
=========== =========== =========== ===========
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, 2003 $19,060,002 $19,552,276 $ (492,274)
Net loss (4,432,638) (4,388,312) $ (44,326)
----------- ----------- ------------
Partners' capital
(deficit)
December 31,
2003 $14,627,364 $15,163,964 $ (536,600)
=========== =========== ============
4
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
=============================
Nine Months Ended
December 31,
-----------------------------
2003 2002
-----------------------------
Cash flows from operating activities:
Net loss $(4,432,638) $(3,147,160)
----------- -----------
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation and amortization 4,362,483 4,341,957
Minority interest in loss of
subsidiaries (12,646) (10,010)
Increase in due to general
partner and affiliates 1,077,702 765,785
Increase in accounts
payable and other liabilities 1,925,661 1,065,277
Increase in other assets (80,241) (239,396)
(Increase) decrease in cash held in
escrow (227,299) 164,382
----------- ------------
Total adjustments 7,045,660 6,087,995
----------- ------------
Net cash provided by
operating activities 2,613,022 2,940,835
----------- ------------
Cash flows from investing activities:
Increase in property and
equipment (117,541) (204,617)
Decrease in cash held in escrow 0 4,666
Decrease in due to
local general partners and affiliates (302,784) (71,749)
----------- ------------
Net cash used in
investing activities (420,325) (271,700)
----------- ------------
5
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
(continued)
=============================
Nine Months Ended
December 31,
-----------------------------
2003 2002
-----------------------------
Cash flows from financing activities:
Repayments of mortgage notes (2,126,407) (2,320,636)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (139,381) (149,544)
----------- ----------
Net cash used in financing activities (2,265,788) (2,470,180)
----------- ----------
Net (decrease) increase in cash
and cash equivalents (73,091) 198,955
Cash and cash equivalents at
beginning of period 1,445,745 1,261,107
----------- -----------
Cash and cash equivalents at
end of period $ 1,372,654 $ 1,460,062
=========== ===========
See accompanying notes to consolidated financial statements.
6
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2003
(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 owning
affordable apartment complexes that are eligible for the low-income housing tax
credit ("subsidiary partnerships", "subsidiaries" or "Local Partnerships") in
which the Partnership is a limited partner. 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 December
31. All subsidiaries have fiscal quarters ending September 30. Accounts of the
subsidiaries have been adjusted for intercompany transactions from October 1
through December 31. The Partnership's fiscal quarter ends December 31 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 $11,000 and $10,000 and $29,000 and $18,000 for the
three and nine months ended December 31, 2003 and 2002, 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
7
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2003
(Unaudited)
Partnership's capital account except for losses allocated to minority interest
capital.
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,
2003.
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
December 31, 2003, the results of operations for the three and nine months ended
December 31, 2003 and 2002 and cash flows for the nine months ended December 31,
2003 and 2002. However, the operating results for the nine months ended December
31, 2003 may not be indicative of the results for the year.
8
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2003
(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 nine months ended
December 31, 2003 and 2002 were as follows:
======================== =======================
Three Months Ended Nine Months Ended
December 31, December 31,
------------------------ -----------------------
2003 2002 2003 2002
------------------------ -----------------------
Partnership manage-
ment fees (a) $220,000 $220,000 $ 660,000 $ 660,000
Expense reimburse-
ment (b) 54,776 44,863 128,655 121,535
Local administra-
tive fee (c) 20,000 16,000 58,000 48,000
-------- -------- ---------- ----------
Total general and
administrative-
General Partner 294,776 280,863 846,655 829,535
-------- -------- ---------- ----------
Property manage-
ment fees incurred
to affiliates of
the subsidiary
partnerships'
general partners 250,158 231,754 710,136 705,233
-------- -------- ---------- ----------
Total general and
administrative-
related parties $544,934 $512,617 $1,556,791 $1,534,768
======== ======== ========== ==========
(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
9
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2003
(Unaudited)
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 $5,499,000 and $4,839,000 were accrued and unpaid as of December
31, 2003 and March 31, 2003.
(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, 2003.
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 December 31, 2003, 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).
Cash and cash equivalents of the Partnership and its twenty-eight consolidated
subsidiary partnerships decreased approximately $73,000 during the nine months
ended December 31, 2003 due to acquisitions of property and equipment
($118,000), a decrease in due to local general partners and affiliates
($303,000), repayments of mortgage notes ($2,126,000) and a decrease in
capitalization of consolidated subsidiaries attributable to minority interest
($139,000) which exceeded cash provided by operating activities ($2,613,000).
Included in the adjustments to reconcile the net loss to cash provided by
operating activities is depreciation and amortization ($4,362,000).
The working capital reserve at December 31, 2003 was approximately $15,000.
Cash distributions received from the Local Partnerships remain relatively
immaterial. Distributions of approximately $58,000 and $150,000 were received
during the nine months ended December 31, 2003 and 2002, 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 $5,499,000 and $4,839,000 were accrued and unpaid as of December
31, 2003 and March 31, 2003, respectively (see Note 2). Without the General
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
11
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 property 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. However, such value declines
each year and is not included in the financial statement carrying amount.
Critical Accounting Policies
- ----------------------------
In preparing the consolidated financial statements, management has made
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates. Set forth below is a summary of the accounting policies
that management believes are critical to the preparation of the consolidated
financial statements. The summary should be read in conjunction with the more
complete discussion of the Partnership's accounting policies included in Note 2
to the consolidated financial statements in the annual report of Form 10-K.
12
Property and Equipment
- ----------------------
Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, construction period interest
and any other costs incurred in acquiring the properties. The cost of property
and equipment is depreciated over their estimated useful lives using accelerated
and straight-line methods. Expenditures for repairs and maintenance are charged
to expense as incurred; major renewals and betterments are capitalized. At the
time property and equipment are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the assets and accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings. The Partnership complies with Statement of Financial Accounting
Standards (SFAS) No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets". A loss on impairment of assets is recorded when management
estimates amounts recoverable through future operations and sale of the property
on an undiscounted basis is below depreciated cost. At that time, property
investments themselves are reduced to estimated fair value (generally using
discounted cash flows) when the property is considered to be impaired and the
depreciated cost exceeds estimated fair value.
At the time management commits to a plan to dispose of assets, said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets are classified as property and equipment-held for sale and are not
depreciated.
Income Taxes
- ------------
The Partnership is not required to provide for, or pay, any federal income
taxes. Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The Partnership may be subject
to state and local taxes in jurisdictions in which it operates. For income tax
purposes, the Partnership has a fiscal year ending December 31.
New Accounting Pronouncements
- -----------------------------
In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 is applicable immediately for variable interest entities created after
January 31, 2003. For variable interest entities created before February 1,
2003, the provisions of FIN 46 are applicable no later than December 15, 2003.
The Partnership has not created any variable interest entities after January 31,
2003. In December 2003, the FASB redeliberated certain proposed modifications
13
and revised FIN 46 ("FIN 46 (R)"). The revised provisions are applicable no
later than the first reporting period ending after March 15, 2004. The adoption
of FIN 46 and FIN 46 (R) is not anticipated to have a material impact on the
Partnership's financial reporting and disclosures.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
changes the accounting for certain financial instruments that, under previous
guidance, could be classified as equity or "mezzanine" equity, by now requiring
those instruments to be classified as liabilities ( or assets in some
circumstances) in the Consolidated Balance Sheets. Further, SFAS No. 150
requires disclosure regarding the terms of those instruments and settlement
alternatives. The guidance in SFAS No. 150 generally was effective for all
financial instruments entered into or modified after May 31, 2003, and was
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. The Partnership has evaluated SFAS No. 150 and determined that it
does not have an impact on the Partnership's financial reporting and
disclosures.
Results of Operations
- ---------------------
The Partnership's results of operations for the three and nine months ended
December 31, 2003 and 2002 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.
Rental income increased approximately 6% and 2% for the three and nine months
ended December 31, 2003 as compared to the corresponding periods in 2002,
primarily due to rental rate increases.
Other income decreased approximately $31,000 and $43,000 for the three and nine
months ended December 31, 2003 as compared to the corresponding periods in 2002,
primarily due to a decrease in laundry and late fee income earned at one Local
Partnership.
Total expenses, excluding repairs and maintenance, operating and insurance
expenses, remained fairly consistent with increases of approximately 2% for both
the three and nine months ended December 31, 2003, as compared to the
corresponding periods in 2002.
14
Repairs and maintenance increased approximately $321,000 and $651,000 for the
three and nine months ended December 31, 2003, as compared to the corresponding
periods in 2002, due to an increase in security costs, painting and carpet
replacement at one Local Partnership.
Operating expense increased approximately $405,000 for the nine months ended
December 31, 2003 as compared to the corresponding period in 2002, primarily due
to increased water and sewer costs at one Local Partnership and increased gas
prices at all of the Local Partnerships.
Insurance increased approximately $121,000 and $266,000 for the three and nine
months ended December 31, 2003 as compared to the corresponding periods in 2002,
due to an increase in insurance premiums at the Local Partnerships.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None.
Item 4. Controls and Procedures
Evaluation of Disclosure 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 (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934 (the "Exchange Act")) as of December 31,
2003 (the "Evaluation Date"). Based on such evaluation, such officers have
concluded that, as of the Evaluation Date, the Partnership's disclosure controls
and procedures are effective in alerting them, on a timely basis, to material
information relating to the Partnership required to be included in the
Partnership's reports filed or submitted under the Exchange Act .
Changes in Internal Control Over Financial Reporting
- ----------------------------------------------------------
There has been no significant change in the Partnership's internal control over
financial reporting during the Partnership's fiscal quarter ended December 31,
2003 which has materially affected, or is reasonably likely to materially
affect, such internal control over financial reporting .
15
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*
31.1 Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31.2 Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
32.1 Certification Pursuant to Rule 13a-14(b) or Rule 15d-14(b)
and Section 1350 of Title 18 of the United States Code (18 U.S.C. 1350).
32.2 Certification Pursuant to Rule 13a-14(b) or Rule 15d-14(b)
and Section 1350 of Title 18 of the United States Code (18 U.S.C. 1350).
*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)
16
(b) Reports on Form 8-K - No reports on Form 8-K were filed during the
quarter.
17
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: January 30, 2004
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Senior Vice President
(chief financial officer)
Date: January 30, 2004
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(chief accounting officer)
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE
13a-14(a) OR RULE 15d-14(a)
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 December 31, 2003 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-15(e) and
15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rues 13a-15(f) and 15d-15(f)) for the Partnership and
I have:
a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
Partnership including its consolidated subsidiaries, is made known to
me by others within those entities, particularly during the period in
which this quarterly report was being prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles; and
c) evaluated the effectiveness of the Partnership's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; and
d) disclosed in this quarterly report any change in the Partnership's
internal control over financial reporting that occurred during the
period ending December 31, 2003 that has materially affected, or is
reasonably likely to materially affect, the Partnership's internal
control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the Partnership's auditors and to
the boards of directors of the General Partners:
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Partnership's
internal control over financial reporting.
Date: January 30, 2004
----------------
By: /s/ Michael Brenner
-------------------
Michael Brenner
Chief Executive Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE
13a-14(a) OR RULE 15d-14(a)
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 December 31, 2003 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-15(e) and
15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rues 13a-15(f) and 15d-15(f)) for the Partnership and
I have:
a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
Partnership including its consolidated subsidiaries, is made known to
me by others within those entities, particularly during the period in
which this quarterly report was being prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles; and
c) evaluated the effectiveness of the Partnership's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; and
d) disclosed in this quarterly report any change in the Partnership's
internal control over financial reporting that occurred during the
period ending December 31, 2003 that has materially affected, or is
reasonably likely to materially affect, the Partnership's internal
control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the Partnership's auditors and to
the boards of directors of the General Partners:
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Partnership's
internal control over financial reporting.
Date: January 30, 2004
By: /s/ Alan P. Hirmes
-----------------
Alan P. Hirmes
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT
TO RULE 13a-14(b) OR RULE 15d-14(b)
AND SECTION 1350 OF TITLE 18
OF THE UNITED STATES CODE (18 U.S.C. 1350)
In connection with the Quarterly Report of Independence Tax Credit Plus L.P.
(the "Partnership") on Form 10-Q for the period ending December 31, 2003 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
January 30, 2004
Exhibit 32.2
CERTIFICATION PURSUANT
TO RULE 13a-14(b) OR RULE 15d-14(b)
AND SECTION 1350 OF TITLE 18
OF THE UNITED STATES CODE (18 U.S.C. 1350)
In connection with the Quarterly Report of Independence Tax Credit Plus L.P.
(the "Partnership") on Form 10-Q for the period ending December 31, 2003 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
------------------
Alan P. Hirmes
Chief Financial Officer
January 30, 2004