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, 2002
OR
- ----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-24656
LIBERTY TAX CREDIT PLUS III L.P.
--------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3491408
- ------------------------------- -----------------
(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
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
============= =============
December 31, March 31,
2002 2002
------------- -------------
ASSETS
Property and equipment at cost,
net of accumulated depreciation
of $124,610,154 and $116,934,212,
respectively $ 180,615,342 $ 187,488,092
Cash and cash equivalents 5,354,511 6,104,774
Cash held in escrow 14,333,768 13,589,564
Deferred costs, net of accumulated
amortization of $2,636,836
and $2,098,206, respectively 3,095,068 3,385,830
Other assets 3,095,954 2,265,062
------------- -------------
Total assets $ 206,494,643 $ 212,833,322
============= =============
2
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(continued)
============= =============
December 31, March 31,
2002 2002
------------- -------------
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Mortgage notes payable $ 186,574,508 $ 187,964,269
Due to debt guarantor 45,352,969 42,858,984
Accounts payable and other
liabilities 24,206,717 22,103,625
Due to local general partners and
affiliates 16,251,422 15,900,869
Due to general partners and
affiliates 9,873,803 8,537,001
------------- -------------
Total liabilities 282,259,419 277,364,748
------------- -------------
Minority interest (524,423) 171,145
------------- -------------
Commitments and contingencies
(Note 4)
Partners' deficit:
Limited partners (139,101.5 BACs
issued and outstanding) (73,252,492) (62,820,088)
General Partners (1,987,861) (1,882,483)
------------- -------------
Total partners' deficit (75,240,353) (64,702,571)
------------- -------------
Total liabilities and partners'
deficit $ 206,494,643 $ 212,833,322
============= =============
See Accompanying Notes to Consolidated Financial Statements.
3
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
============================ ============================
Three Months Ended Nine Months Ended
December 31, December 31,
---------------------------- ----------------------------
2002 2001* 2002 2001*
---------------------------- ----------------------------
Revenues
Rental income $ 8,611,866 $ 8,812,456 $ 25,982,145 $ 26,393,573
Other 503,647 606,611 1,417,519 1,456,040
------------ ------------ ------------ ------------
Total revenue 9,115,513 9,419,067 27,399,664 27,849,613
------------ ------------ ------------ ------------
Expenses
General and
administrative 1,840,352 1,762,808 5,591,643 5,662,676
General and
administrative-
related parties
(Note 2) 948,611 918,585 2,795,844 2,799,151
Operating 852,985 882,455 2,982,555 3,218,424
Repairs and
maintenance 1,501,480 1,442,307 4,280,675 4,598,508
Real estate taxes 579,358 575,559 1,735,452 1,771,203
Insurance 393,360 370,012 1,124,123 1,051,998
Interest 3,869,452 3,725,021 11,405,696 11,380,692
Depreciation and
amortization 3,051,778 2,675,611 8,214,572 8,024,570
------------ ------------ ------------ ------------
Total expenses 13,037,376 12,352,358 38,130,560 38,507,222
------------ ------------ ------------ ------------
Loss before
minority interest (3,921,863) (2,933,291) (10,730,896) (10,657,609)
Minority interest
in losses of
subsidiary
partnerships 73,313 46,961 193,114 183,199
------------ ------------ ------------ ------------
Net loss $ (3,848,550) $ (2,886,330) $(10,537,782) $(10,474,410)
============ ============ ============ ============
Net loss - limited
partners $ (3,810,064) $ (2,857,467) $(10,432,404) $(10,369,666)
============ ============ ============ ============
Number of BACs
outstanding 139,101.5 139,101.5 139,101.5 139,101.5
============ ============ ============ ============
Net loss per BAC $ (27.39) $ (20.54) $ (75.00) $ (74.55)
============ ============ ============ ============
* Reclassified for comparative purposes.
See Accompanying Notes to Consolidated Financial Statements.
4
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Consolidated Statement of Changes in Partners' Deficit
(Unaudited)
=================================================
Limited General
Total Partners Partners
-------------------------------------------------
Partners' deficit -
April 1, 2002 $(64,702,571) $(62,820,088) $ (1,882,483)
Net loss -
nine months ended
December 31, 2002 (10,537,782) (10,432,404) (105,378)
------------ ------------ ------------
Partners' deficit -
December 31, 2002 $(75,240,353) $(73,252,492) $ (1,987,861)
============ ============ ============
See Accompanying Notes to Consolidated Financial Statements.
5
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
==============================
Nine Months Ended
December 31,
------------------------------
2002 2001*
------------------------------
Cash flows from operating activities:
Net loss $(10,537,782) $(10,474,410)
Adjustments to reconcile net loss to
net cash provided by
operating activities:
Depreciation and amortization 8,214,572 8,024,570
Minority interest in loss of
subsidiaries (193,114) (183,199)
Increase in accounts payable and
other liabilities 2,103,092 1,725,632
Increase in cash held in escrow (744,204) (986,494)
Increase in other assets (830,892) (124,116)
Increase in due to general partners
and affiliates 1,336,802 1,136,464
Increase in due to local
general partners and affiliates 466,331 289,423
Decrease in due to local general
partners and affiliates (51,831) (100,938)
Increase in due to debt guarantor 2,493,985 2,882,172
------------ ------------
Net cash provided by operating
activities 2,256,959 2,189,104
------------ ------------
Cash flows from investing activities:
Acquisitions of property
and equipment (803,192) (521,757)
Decrease in due to local general
partners and affiliates (63,402) 0
Decrease in cash held in escrow for
real estate investments 0 39,798
------------ ------------
Net cash used in investing activities (866,594) (481,959)
------------ ------------
6
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(continued)
==============================
Nine Months Ended
December 31,
------------------------------
2002 2001*
------------------------------
Cash flows from financing activities:
Principal payments of mortgage
notes payable (6,708,461) (1,493,242)
Borrowings on mortgage notes 5,318,700 0
Increase in deferred costs (247,868) 0
Decrease in due to local general
partners and affiliates (545) 0
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (502,454) (304,630)
------------ ------------
Net cash used in financing activities (2,140,628) (1,797,872)
------------ ------------
Net decrease in cash and
cash equivalents (750,263) (90,727)
Cash and cash equivalents at
beginning of period 6,104,774 4,905,819
------------ ------------
Cash and cash equivalents at
end of period $ 5,354,511 $ 4,815,092
============ ============
* Reclassified for comparative purposes.
See Accompanying Notes to Consolidated Financial Statements.
7
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002
(Unaudited)
Note 1 - General
The consolidated financial statements for the nine months ended December 31,
2002 and 2001 include the accounts of Liberty Tax Credit Plus III L.P. (the
"Partnership") and 61 and 62 subsidiary partnerships (the "subsidiary
partnerships", "Local Partnerships" or "subsidiaries"), respectively. The
Partnership holds a 98% limited partnership interest in each subsidiary
partnership except one subsidiary partnership, in which the Partnership holds a
27% limited partnership interest (the other 71% limited partnership interest is
owned by an affiliate of the Partnership with the same management). Through the
rights of the Partnership and/or an affiliate of Related Credit Properties III
L.P. and Liberty GP III Inc. (the "General Partners"), which affiliate has a
contractual obligation to act on behalf of the Partnership, to remove the
general partner of each subsidiary partnership (each a "Local General Partner")
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 have been eliminated in
consolidation.
Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arise from cash contributions from and cash
distributions to the minority interest partners.
Losses attributable to minority interests which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. Such losses
aggregated approximately $66,000 and $47,000 and $182,000 and $173,000 for the
three and nine months ended December 31, 2002 and 2001, respectively. The
Partnership's investment in each subsidiary is generally equal to the respective
8
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002
(Unaudited)
subsidiary 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.
The books and records of the Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting principles ("GAAP").
In the opinion of the General Partners of the Partnership, 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, 2002, the results of operations of the
Partnership for the three and nine months ended December 31, 2002 and 2001 and
the cash flows of the Partnership for the nine months ended December 31, 2002
and 2001. However, the operating results for the nine months ended December 31,
2002 may not be indicative of the results for the year.
Certain information and note disclosure normally included in financial
statements prepared in accordance with GAAP have been omitted or condensed.
These consolidated 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.
Note 2 - Related Party Transactions
Liberty Associates IV L.P. ("Liberty Associates"), an affiliate of the General
Partners, has a 1% and .998% interest as a Special Limited Partner in 60 and 1
of the Local Partnerships, respectively. Affiliates of the General Partners also
have a minority interest in certain Local Partnerships.
9
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002
(Unaudited)
The costs incurred to related parties for the three and nine months ended
December 31, 2002 and 2001 were as follows:
Three Months Ended Nine Months Ended
December 31, December 31,
----------------------- -----------------------
2002 2001 2002 2001
----------------------- -----------------------
Partnership management
fees (a) $ 358,500 $ 358,500 $1,075,500 $1,075,500
Expense reimburse-
ment (b) 76,145 57,500 189,256 164,809
Local administrative
fee (d) 52,000 49,000 156,000 147,000
---------- ---------- ---------- ----------
Total general and ad-
ministrative-General
Partners 486,645 465,000 1,420,756 1,387,309
---------- ---------- ---------- ----------
Property management
fees incurred to af-
filiates of the subsidi-
ary partnerships'
general partners (c) 461,966 453,585 1,375,088 1,411,842
---------- ---------- ---------- ----------
Total general and ad-
ministrative-related
parties $ 948,611 $ 918,585 $2,795,844 $2,799,151
========== ========== ========== ==========
(a) The General Partners are 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. The partnership management fee, subject to the foregoing
limitation, will be determined by the General Partners in their sole discretion
based upon their review of the Partnership's investments. Unpaid partnership
management fees for any year will 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 Partners amounting to approximately $8,111,000 and $7,035,000
were accrued and unpaid at December 31, 2002 and March 31, 2002, respectively.
Without the General Partners' continued accrual without payment of these fees
and expense reimbursements, the Partnership will not be in a position to meet
10
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002
(Unaudited)
its obligations. The General Partners have allowed for the accrual without
payment of these amounts but are under no obligation to continue to do so.
(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
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 Partners performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance.
(c) The subsidiary partnerships incurred property management fees amounting to
$586,725 and $570,209 and $1,749,350 and $1,773,348 for the three and nine
months ended December 31, 2002 and 2001, respectively, of which $461,966 and
$453,585 and $1,375,088 and $1,411,842 for the three and nine months ended
December 31, 2002 and 2001, respectively, were incurred to affiliates of the
Local General Partners. There were no property management fees incurred to
affiliates of the General Partners.
(d) Liberty Associates IV L.P., a special limited partner of the subsidiary
partnerships, is entitled to receive a local administrative fee of up to $2,500
per year from each subsidiary partnership.
Note 3 - Mortgage Notes Payable
Citrus Meadows Apartments, Ltd. ("Citrus Meadows")
- ------------------------------------------------------
On July 23, 2002, Citrus Meadows refinanced its existing mortgage indebtedness
in the amount of $5,009,000. The new mortgage in the amount of $5,318,700 bears
interest at the rate of 6.85% per annum and matures on August 1, 2037. Financing
costs of approximately $248,000 were incurred, and a replacement reserve of
approximately $212,000 and mortgage insurance and tax reserve of approximately
$93,000 were established.
11
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002
(Unaudited)
Note 4 - Commitments and Contingencies
The following disclosure includes changes and/or additions to disclosures
regarding the Subsidiary Partnership which were included in the Partnership's
Annual Report on Form 10-K for the period ended March 31, 2002.
Manhattan A Associates ("Manhattan A")
- --------------------------------------
The financial statements for Manhattan A have not been audited for the 2001
Fiscal Year. In August 2001 the Local General Partner of Manhattan A was
replaced as the managing agent. The auditors for Manhattan A have been unable to
obtain all the books and records to complete the audit for 2001 but are
currently working on the 2002 audit. Liberty Associates IV, L.P. has replaced
the Local General Partner.
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership's primary sources of funds include (i) working capital reserves
and (ii) cash distributions from the operations of the Local Partnerships,
neither of which are substantial in amount.
The Partnership has invested all of the net proceeds of its original offering in
62 Local Partnerships. As of December 31, 2002, the Partnership has sold its
limited partnership interest in one Local Partnership. Approximately $260,000 of
the purchase price remains to be paid (which includes approximately $242,000
held in escrow).
During the nine months ended December 31, 2002, cash and cash equivalents of the
Partnership and its consolidated Local Partnerships decreased approximately
$750,000. This decrease was attributable to acquisitions of property and
equipment ($803,000), net principal payments and borrowings on mortgage notes
payable ($1,390,000), a net decrease in due to local general partners and
affiliates relating to investing and financing activities ($64,000), an increase
in deferred costs ($248,000) and a decrease in capitalization of consolidated
subsidiaries attributable to minority interest ($502,000) which exceeded cash
provided by operating activities ($2,257,000). Included in the adjustments to
reconcile the net loss to cash provided by operating activities are depreciation
and amortization ($8,215,000) and an increase in due to debt guarantor
($2,494,000).
The Partnership has a working capital reserve of approximately $103,000 at
December 31, 2002.
Cash distributions received from the Local Partnerships remain relatively
immaterial. These distributions, as well as the working capital reserves
referred to in the preceding paragraph, will be used towards the future
operating expenses of the Partnership. During the nine months ended December 31,
2002, the amounts received from operations of the Local Partnerships
approximated $315,000.
Partnership management fees owed to the General Partners amounting to
approximately $8,111,000 and $7,035,000 were accrued and unpaid at December 31,
2002 and March 31, 2002, respectively. Without the General Partners' continued
13
accrual without payment of these fees and expense reimbursements, the
Partnership will not be in a position to meet its obligations. The General
Partners have allowed for the accrual without payment of these amounts but are
under no obligation to continue to do so.
For a discussion of contingencies affecting certain Local Partnerships, see Note
4 to the financial statements. Since the maximum loss the Partnership would be
liable for is its net investment in the respective Local Partnerships, the
resolution of the existing contingencies 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 prior
to the end of the fifteenth anniversary after the beginning of the tax credit
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 for
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 62 Local Partnerships, one of which has been sold and twenty-four of
which had 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 balance of such ten year period. If the General Partners determine that a
sale of a property is warranted, the remaining tax credits would transfer to the
new owner, thereby adding value to the property on the market, which are not
included in the financial statement carrying amount.
Results of Operations
- ---------------------
Results of operations for the three and nine months ended December 31, 2002 and
2001 consisted primarily of the results of the Partnership's investment in the
consolidated Local Partnerships.
During the Fiscal Year ended March 31, 2002, the Partnership's limited
partnership interest in Northwood was sold the ("Sold Asset"). Excluding the
Sold Asset, the results of the operations of the Partnership, as well as the
14
Local Partnerships remained fairly consistent during the three and nine months
ended December 31, 2002 as compared to the corresponding periods in 2001, other
than other income and depreciation and amortization. The majority of Local
Partnerships' income continues to be in the form of rental income with the
corresponding expenses being divided among operations, depreciation and mortgage
interest.
Rental income decreased approximately 2% for both the three and nine months
ended December 31, 2002 as compared to the corresponding periods in 2001.
Excluding the Sold Asset, rental income had no change and an increase of
approximately 1% for the three and nine months ended December 31, 2002 as
compared to 2001, respectively, primarily due to rental rate increases.
Other income decreased approximately $103,000 and $39,000 for the three and nine
months ended December 31, 2002, as compared to 2001. Excluding the Sold Asset,
other income (decreased) increased approximately ($78,000) and $2,000. The
decrease for the three months is primarily due to the receipt of a one time
anti-drug grant in 2001 at one Local Partnership and the recognition of interest
income in 2001 that was being underaccrued in prior years at a second Local
Partnership.
Total expenses, excluding the Sold Asset and depreciation and amortization,
remained fairly consistent with increases of approximately 5% and 1% for the
three and nine months ended December 31, 2002 as compared to the corresponding
periods in 2001.
Depreciation and amortization increased approximately $376,000 and $190,000 for
the three and nine months ended December 31, 2002, as compared to 2001.
Excluding the Sold Asset, depreciation and amortization increased approximately
$428,000 and $345,000 primarily due to the writeoff of deferred costs at one
Local Partnership in the third quarter of 2002 due to a refinancing.
15
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 Credit
Properties III Inc., the general partner of each of the General Partners of the
Partnership and of Liberty GP III, Inc., the other General Partner of the
Partnership, has evaluated the Partnership's disclosure controls and procedures
relating to the Partnership's quarterly report on Form 10-Q for the period
ending December 31, 2002 as filed with the Securities and Exchange Commission
and has judged such controls and procedures to be effective as of December 31,
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.
16
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:
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(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.
LIBERTY TAX CREDIT PLUS III L.P.
--------------------------------
(Registrant)
By: RELATED CREDIT PROPERTIES III L.P.,
a General Partner
By: Related Credit Properties III Inc.,
General Partner
Date: February 6, 2003
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
President and Chief Executive Officer
(principal executive and financial officer)
Date: February 6, 2003
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
By: LIBERTY GP III INC.,
a General Partner
Date: February 6, 2003
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
President and Chief Executive Officer
(principal executive and financial officer)
Date: February 6, 2003
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
CERTIFICATION
I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of
Related Credit Properties III, Inc. the General Partner of Related Credit
Properties III L.P. and of Liberty GP III Inc. (the "General Partners"), each of
which is a general partner of Liberty Tax Credit Plus III L.P. (the
"Partnership"), hereby certify that:
1. I have reviewed this quarterly report on Form 10-Q for the period
ending December 31, 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 that
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 December 31, 2002 (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
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.
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Chief Executive Officer and
Chief Financial Officer
February 6, 2003
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 Liberty Tax Credit Plus III L.P. (the
"Partnership") on Form 10-Q for the period ending December 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of
Related Credit Properties III Inc., the General Partner of Related Credit
Properties III, L.P. and of Liberty GP III Inc., each of which is a 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 Executive Officer and Chief Financial Officer
February 6, 2003