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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 December 31, 2004
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,
2004 2004
------------- --------------
ASSETS
Property and equipment at cost,
net of accumulated depreciation
of $64,370,583 and $60,170,732,
respectively $ 120,782,564 $ 123,764,004
Cash and cash equivalents 1,183,314 1,650,586
Cash held in escrow 10,481,391 10,283,626
Deferred costs, net of accumulated
amortization of $1,688,274
and $1,562,588, respectively 1,495,036 1,620,722
Other assets 2,094,453 1,723,505
------------- -------------
Total assets $ 136,036,758 $ 139,042,443
============= =============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 90,911,139 $ 92,838,355
Accounts payable and other
liabilities 16,535,857 14,658,235
Due to local general partners and
affiliates 5,141,159 5,181,321
Due to general partner and affiliates 11,511,547 9,909,085
------------- -------------
Total liabilities 124,099,702 122,586,996
------------- -------------
Minority interest 4,897,664 4,952,014
------------- -------------
Partners' capital (deficit):
Limited partners (76,786 BACs
issued and outstanding) 7,651,872 12,071,273
General partner (612,480) (567,840)
------------- -------------
Total partners' capital (deficit) 7,039,392 11,503,433
------------- -------------
Total liabilities and partners'
capital (deficit) $ 136,036,758 $ 139,042,443
============= =============
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,
---------------------------- ----------------------------
2004 2003 2004 2003
---------------------------- ----------------------------
Revenues
Rental income $ 5,335,666 $ 5,197,783 $ 15,891,569 $ 15,485,576
Other income 170,553 175,564 740,338 490,528
------------ ------------ ------------ ------------
5,506,219 5,373,347 16,631,907 15,976,104
Expenses
General and
administrative 895,534 842,937 2,914,958 2,719,173
General and
administrative-
related parties
(Note 2) 551,011 544,934 1,639,881 1,556,791
Repairs and
maintenance 1,255,466 1,288,113 3,720,747 3,530,557
Operating 703,209 784,045 2,502,703 2,473,534
Taxes 365,270 332,833 1,104,608 1,061,479
Insurance 389,120 356,790 1,074,857 918,008
Financial,
principally
interest 1,279,381 1,296,015 3,808,072 3,645,203
Depreciation and
amortization 1,561,015 1,468,982 4,347,008 4,362,483
------------ ------------ ------------ ------------
Total expenses 7,000,006 6,914,649 21,112,834 20,267,228
------------ ------------ ------------ ------------
Net loss before
minority interest (1,493,787) (1,541,302) (4,480,927) (4,291,124)
Minority interest
in loss of
subsidiaries 5,044 3,021 16,886 12,646
------------ ------------ ------------ ------------
Net loss $ (1,488,743) $ (1,538,281) $ (4,464,041) $ (4,278,478)
============ ============ ============ ============
Net loss - limited
partners $ (1,473,856) $ (1,522,898) $ (4,419,401) $ (4,235,693)
============ ============ ============ ============
Number of BACs
outstanding 76,786 76,786 76,786 76,786
============ ============ ============ ============
Net loss per BAC $ (19.19) $ (19.83) $ (57.55) $ (55.16)
============ ============ ============ ============
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, 2004 $ 11,503,433 $ 12,071,273 $ (567,840)
Net loss (4,464,041) (4,419,401) (44,640)
------------ ------------ ------------
Partners' capital
(deficit)
December 31,
2004 $ 7,039,392 $ 7,651,872 $ (612,480)
============ ============ ============
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)
==========================
Nine Months Ended
December 31,
--------------------------
2004 2003
--------------------------
Cash flows from operating activities:
Net loss $(4,464,041) $(4,432,638)
----------- -----------
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation and amortization 4,347,008 4,362,483
Minority interest in loss of
subsidiaries (16,886) (12,646)
Increase in due to general
partner and affiliates 1,602,462 1,077,702
Increase in accounts
payable and other liabilities 1,877,622 1,925,661
Increase in other assets (370,948) (80,241)
Increase in cash held in escrow (197,765) (227,299)
----------- -----------
Total adjustments 7,241,493 7,045,660
----------- -----------
Net cash provided by
operating activities 2,777,452 2,613,022
----------- -----------
Cash flows from investing activities:
Acquisitions of property and
equipment (1,239,882) (117,541)
Decrease in due to local
general partners and affiliates (40,162) (302,784)
----------- -----------
Net cash used in
investing activities (1,280,044) (420,325)
----------- -----------
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,
--------------------------
2004 2003
--------------------------
Cash flows from financing activities:
Repayments of mortgage notes (1,927,216) (2,126,407)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (37,464) (139,381)
----------- -----------
Net cash used in financing activities (1,964,680) (2,265,788)
----------- -----------
Net decrease in cash and cash
equivalents (467,272) (73,091)
Cash and cash equivalents at
beginning of period 1,650,586 1,445,745
----------- -----------
Cash and cash equivalents at
end of period $ 1,183,314 $ 1,372,654
=========== ===========
See accompanying notes to consolidated financial statements.
6
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2004
(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 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 $7,000 and $11,000 and $25,000 and $29,000 for the
three and nine months ended December 31, 2004 and 2003, 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.
Certain information and note disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
7
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2004
(Unaudited)
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,
2004.
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, 2004, the results of operations for the three and nine months ended
December 31, 2004 and 2003 and cash flows for the nine months ended December 31,
2004 and 2003. However, the operating results for the nine months ended December
31, 2004 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, 2004
(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, 2004 and 2003 were as follows:
Three Months Ended Nine Months Ended
December 31, December 31,
----------------------- -----------------------
2004 2003* 2004 2003*
----------------------- -----------------------
Partnership manage-
ment fees (a) $ 220,000 $ 220,000 $ 660,000 $ 660,000
Expense reimburse-
ment (b) 56,016 54,776 162,138 128,655
Property management
fees incurred to affil-
iates of the General
Partner (d) 34,968 59,284 104,904 119,526
Local administra-
tive fee (c) 24,500 20,000 73,500 58,000
---------- ---------- ---------- ----------
Total general and
administrative-
General Partner 335,484 354,060 1,000,542 966,181
---------- ---------- ---------- ----------
Property manage-
ment fees incurred
to affiliates of
the subsidiary
partnerships'
general partners (d) 215,527 190,874 639,339 590,610
---------- ---------- ---------- ----------
Total general and
administrative-
related parties $ 551,011 $ 544,934 $1,639,881 $1,556,791
========== ========== ========== ==========
* Reclassified for comparative purposes.
(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
9
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2004
(Unaudited)
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 $6,379,000 and $5,719,000 were accrued and unpaid as of December
31, 2004 and March 31, 2004.
(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.
(d) Property management fees incurred by subsidiary partnerships amounted to
$355,162 and $357,170 and $958,848 and $975,883 for the three and nine months
ended December 31, 2004 and 2003, respectively. Of these fees, $215,527 and
$190,874 and $639,339 and $590,610 were incurred to affiliates of the Local
General Partner. In addition, $34,968 and $59,284 and $104,904 and $119,526 were
incurred to affiliates of the 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
The Partnership is subject to the risks incident to potential losses arising
from the management and ownership of improved real estate. The Partnership can
also be affected by poor economic conditions generally, however no more than 21%
of the properties are located in any single state. There are also substantial
risks associated with owning properties receiving government assistance; for
example, the possibility that Congress may not appropriate funds to enable the
10
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2004
(Unaudited)
U.S. Department of Housing and Urban Development ("HUD") to make rental
assistance payments. HUD also restricts annual cash distributions to partners
based on operating results and a percentage of the owner's equity contribution.
The Partnership cannot sell or substantially liquidate its investments in
subsidiary partnerships during the period that the subsidy agreements are in
existence, without HUD's approval. Furthermore, there may not be market demand
for apartments at full market rents when the rental assistance contracts expire.
11
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, 2004, the Partnership has invested all of its net proceeds in
twenty-eight Local Partnerships. Approximately $18,000 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 $467,000 during the nine months
ended December 31, 2004 due to acquisitions of property and equipment
($1,240,000), repayments of mortgage notes ($1,927,000), a decrease in due to
local general partners and affiliates ($40,000) and a decrease in capitalization
of consolidated subsidiaries attributable to minority interest ($37,000) which
exceeded cash provided by operating activities ($2,777,000). Included in the
adjustments to reconcile the net loss to net cash provided by operating
activities is depreciation and amortization ($4,347,000).
The working capital reserve at December 31, 2004 was approximately $16,000.
Cash distributions received from the Local Partnerships remain immaterial.
Distributions of approximately $15,000 and $58,000 were received during the nine
months ended December 31, 2004 and 2003, 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 $6,379,000 and $5,719,000 were accrued and unpaid as of December
31, 2004 and March 31, 2004, 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
without payment of these amounts but is under no obligation to continue to do
so.
12
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 any
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 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 included in the Partnership's Annual
Report of Form 10-K for the year ended March 31, 2004.
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
13
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.
Results of Operations
- ---------------------
The Partnership's results of operations for the three and nine months ended
December 31, 2004 and 2003 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 remained fairly consistent with an increase of 3% for both the
three and nine months ended December 31, 2004 as compared to the corresponding
periods in 2003, primarily due to rental rate increases.
Other income increased approximately $250,000 for the nine months ended December
31, 2004 as compared to the corresponding period in 2003, primarily due to the
receipt of a federal grant at one Local Partnership in the second quarter of
2004.
Operating expenses decreased approximately $81,000 for three months ended
December 31, 2004 as compared to the corresponding periods in 2003, primarily
14
due to a decrease in maintenance payroll during the three months ended December
31, 2004 at one Local Partnership.
Insurance expense increased approximately $32,000 and $157,000 for the three and
nine months ended December 31, 2004 as compared to the corresponding periods in
2003, primarily due to an increase in insurance premiums at the Local
Partnerships.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Partnership does not have any market risk sensitive instruments.
Item 4. Controls and Procedures
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Chief Executive
Officer and Chief Financial Officer of Related Independence Associates Inc., the
general partner of the General Partner of the Partnership, has evaluated the
effectiveness of 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, as amended ("Exchange Act") as of the end of the period covered by
this report. Based on such evaluation, such officer has concluded that, as of
the end of such period, the Partnership's disclosure controls and procedures are
effective.
(b) INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not been any changes
in the Partnership's internal control over financial reporting during the fiscal
quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Partnership's internal control over
financial reporting.
15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Unregistered Sales of Equity 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
(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).
(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).
*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
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: February 2, 2005
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Director and President
(Chief Executive Officer and
Chief Financial Officer)
Date: February 2, 2005
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, 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, 2004 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 Rules 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, 2004 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: February 2, 2005
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Chief Executive Officer and
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, 2004 as
filed with the Securities and Exchange Commission ("SEC") on the date hereof
(the "Report"), I, Alan P. Hirmes, Chief Executive Officer and 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.
A signed original of this written statement required by Section 906 has been
provided to the Partnership and will be retained by the Partnership and
furnished to the SEC or its staff upon request.
By: /s/ Alan P. Hirmes
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Alan P. Hirmes
Chief Executive Officer and Chief Financial Officer
February 2, 2005