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, 2002
OR
- ----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-24650
INDEPENDENCE TAX CREDIT PLUS L.P. III
-------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3746339
- ------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
625 Madison Avenue, New York, New York 10022
- ---------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)421-5333
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
============ ============
December 31, March 31,
2002 2002
------------ ------------
ASSETS
Property and equipment - at cost,
less accumulated depreciation
of $16,395,404 and $14,367,307,
respectively $ 69,571,772 $ 71,576,597
Cash and cash equivalents 635,761 709,852
Cash held in escrow 5,686,729 5,200,566
Deferred costs, less accumulated
amortization of $427,946
and $385,422, respectively 799,815 842,339
Other assets 677,781 652,721
------------ ------------
Total assets $ 77,371,858 $ 78,982,075
============ ============
2
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(continued)
============ ============
December 31, March 31,
2002 2002
------------ ------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 42,887,895 $ 43,168,559
Construction loan payable 600,000 600,000
Accounts payable and other
liabilities 5,637,606 4,920,155
Due to local general partners and
affiliates 1,983,896 2,249,134
Due to general partner and affiliates 3,348,820 2,848,701
------------ ------------
Total liabilities 54,458,217 53,786,549
------------ ------------
Minority interest 3,420,133 3,455,741
------------ ------------
Commitments and contingencies (Note 3)
Partners' capital (deficit):
Limited partners (43,440 BACs
issued and outstanding) 19,684,701 21,908,515
General partner (191,193) (168,730)
------------ ------------
Total partners' capital (deficit) 19,493,508 21,739,785
------------ ------------
Total liabilities and partners' capital
(deficit) $ 77,371,858 $ 78,982,075
============ ============
See accompanying notes to consolidated financial statements.
3
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
========================== ==========================
Three Months Ended Nine Months Ended
December 31, December 31,
-------------------------- --------------------------
2002 2001 2002 2001
-------------------------- --------------------------
Revenues
Rental income $ 1,552,561 $ 1,498,868 $ 4,601,188 $ 4,560,811
Other income 42,027 55,283 155,471 175,915
----------- ----------- ----------- -----------
Total revenues 1,594,588 1,554,151 4,756,659 4,736,726
----------- ----------- ----------- -----------
Expenses
General and administrative 347,066 413,442 1,187,753 1,257,219
General and administrative-
related parties (Note 2) 205,862 221,949 637,281 643,931
Repairs and maintenance 314,189 243,388 914,593 811,562
Operating 138,188 148,226 486,699 585,093
Taxes 90,405 82,751 249,907 235,785
Insurance 99,111 82,424 287,654 255,154
Financial, principally interest 425,986 417,138 1,190,397 1,186,583
Depreciation and
amortization 685,290 712,379 2,070,621 2,106,987
----------- ----------- ----------- -----------
Total expenses 2,306,097 2,321,697 7,024,905 7,082,314
----------- ----------- ----------- -----------
Net loss before minority
interest (711,509) (767,546) (2,268,246) (2,345,588)
Minority interest in (income)
loss of subsidiary
partnerships (2,770) 5,568 21,969 23,355
----------- ----------- ----------- -----------
Net loss $ (714,279) $ (761,978) $(2,246,277) $(2,322,233)
=========== =========== =========== ===========
Limited Partners Share:
Net loss -limited partners $ (707,136) $ (754,359) $(2,223,814) $(2,299,011)
=========== =========== =========== ===========
Number of BACs
outstanding 43,440 43,440 43,440 43,440
=========== =========== =========== ===========
Net loss per BAC $ (16.28) $ (17.36) $ (51.19) $ (52.92)
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
4
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES
IN PARTNERS' CAPITAL
(DEFICIT)
(Unaudited)
============================================
Limited General
Total Partners Partner
--------------------------------------------
Partners' capital -
(deficit)
April 1, 2002 $ 21,739,785 $ 21,908,515 $ (168,730)
Net loss - nine
months ended
December 31, 2002 (2,246,277) (2,223,814) (22,463)
------------ ------------ ------------
Partners' capital -
(deficit)
December 31, 2002 $ 19,493,508 $ 19,684,701 $ (191,193)
============ ============ ============
5
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
==========================
Nine Months Ended
December 31,
--------------------------
2002 2001
--------------------------
Cash flows from operating activities:
Net loss $(2,246,277) $(2,322,233)
----------- -----------
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities:
Depreciation and amortization 2,070,621 2,106,987
Minority interest in loss of subsidiaries (21,969) (23,355)
Increase in cash held in escrow (341,335) (868,151)
Increase in accounts payable and
other liabilities 717,451 651,302
Increase in other assets (25,060) (268,595)
Increase in due to local general
partners and affiliates 18,375 25,389
Decrease in due to local general
partners and affiliates (19,489) (45,179)
Increase due to general partner
and affiliates 500,119 456,644
----------- -----------
Total adjustments 2,898,713 2,035,042
----------- -----------
Net cash provided by (used in)
operating activities 652,436 (287,191)
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment (23,272) (31,599)
Increase in cash held in escrow (144,828) (758,640)
Decrease in due to local general
partners and affiliates (264,124) (121,500)
----------- -----------
Net cash used in
investing activities (432,224) (911,739)
----------- -----------
See accompanying notes to consolidated financial statements.
6
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
(continued)
==========================
Nine Months Ended
December 31,
--------------------------
2002 2001
--------------------------
See accompanying notes to consolidated financial
statements
Cash flows from financing activities:
Repayments of mortgage notes (280,664) (176,957)
Decrease in due to local general
partners and affiliates 0 (10,239)
Decrease in capitalization
of consolidated subsidiaries
attributable to minority interest (13,639) (97,875)
----------- -----------
Net cash used in
financing activities (294,303) (285,071)
----------- -----------
Net decrease in cash and
cash equivalents (74,091) (1,484,001)
Cash and cash equivalents at
beginning of period 709,852 2,668,404
----------- -----------
Cash and cash equivalents at
end of period $ 635,761 $ 1,184,403
=========== ===========
See accompanying notes to consolidated financial statements.
7
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Independence Tax
Credit Plus L.P. III (the "Partnership") and 20 other limited partnerships
("subsidiary partnerships", "subsidiaries" or "Local Partnerships") owning
apartment complexes that are eligible for the low-income housing tax credit. The
general partner of the Partnership is Related Independence Associates III 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, 2002. All subsidiaries have fiscal quarters ending September 30, 2002.
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 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 $5,000 and $4,000 and $14,000 and $14,000 for the three
and nine months ended December 31, 2002 and 2001, respectively. The
Partnership's investment in each subsidiary is equal to the respective
subsidiary's partners' equity less minority interest capital, if any. In
consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.
8
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002
(Unaudited)
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have 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 year ended March 31, 2002.
The books and records of the Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting principles. In the
opinion of the General Partner 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 for the three and
nine months ended December 31, 2002 and 2001 and its cash flows 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.
9
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002
(Unaudited)
Note 2 - Related Party Transactions
An affiliate of the General Partner has a .01% interest as a special limited
partner, in each of the Local Partnerships.
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 manage-
ment fees (a) $ 95,500 $ 95,500 $286,500 $286,500
Expense reimburse-
ment (b) 33,679 33,631 113,765 89,522
Local administrative
fee (c) 15,000 14,000 45,000 42,000
-------- -------- -------- --------
Total general and
administrative-
General Partner 144,179 143,131 445,265 418,022
-------- -------- -------- --------
Property manage-
ment fees incurred
to affiliates of the
subsidiary partner-
ships' general part-
ners (d) 61,683 78,818 192,016 225,909
-------- -------- -------- --------
Total general and
administrative-
related parties $205,862 $221,949 $637,281 $643,931
======== ======== ======== ========
(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 will be accrued without interest and will be
10
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002
(Unaudited)
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 $1,847,000 and $1,561,000 were
accrued and unpaid as of December 31, 2002 and March 31, 2002, respectively.
Without the General Partner's continued allowance of 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 allow the
accrual without payment of these amounts but is under no obligation to continue
do so.
(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 III L.P., a special limited partner of the subsidiary
partnerships, is entitled to receive a local administrative fee of up to $5,000
per year from each subsidiary partnership.
(d) Property management fees incurred by Local Partnerships amounted to $108,889
and $94,582 and $323,109 and $291,886 for the three and nine months ended
December 31, 2002 and 2001, respectively. Of these fees $61,683 and $78,818 and
$192,016 and $225,909 were incurred to affiliates of the subsidiary
partnerships' general partners.
Note 3 - Commitments and Contingencies
Lewis Street L.P.
- -----------------
In January of 1998, Lewis Street Limited Partnership ("Lewis Street") was
informed that it was a defendant in cause of action 1998-755 filed in Erie
County Supreme Court for the alleged value of work and services provided by
Phase Six Paul for interference with contractual relations and for fraud that
11
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002
(Unaudited)
was brought by the project's original developer. In October 2002, the Erie
County Supreme Court ruled in favor of the defendant. The complainant has asked
for an extension of time for his appeal as of January 2003.
12
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 interest earned on Gross Proceeds
not otherwise invested in Local Partnerships (or held in escrow) which are
invested in tax-exempt money market instruments pending final payments to Local
Partnerships. This source of funds is available to meet obligations of the
Partnership, although it does not generate a significant amount of cash to the
Partnership.
The Partnership has invested all of its net proceeds in twenty Local
Partnerships of which approximately $193,000 remains to be paid to the Local
Partnerships (not including approximately $297,000 being held in escrow).
For the nine months ended December 31, 2002, cash and cash equivalents of the
Partnership and its twenty consolidated Local Partnerships decreased
approximately $74,000 due to purchases of property and equipment ($23,000), an
increase in cash held in escrow relating to investing activities ($145,000), a
decrease in due to local general partners and affiliates relating to investing
activities ($264,000), repayments of mortgage notes ($281,000) and a decrease in
capitalization of consolidated subsidiaries attributable to minority interest
($14,000) which exceeded cash provided by operating activities ($652,000).
Included in the adjustments to reconcile the net loss to cash provided by
operating activities is depreciation and amortization in the amount of
approximately $2,071,000.
During the nine months ended December 31, 2002, the Partnership received no
distributions from operations of the Local Partnerships. Management anticipates
receiving distributions from operations in the future, although not to a level
sufficient to permit providing cash distributions to the BACs holders. These
distributions will be set aside as working capital reserves and although likely
not sufficient to cover all Partnership expenses, will be used to meet the
operating expenses of the Partnership.
Partnership management fees owed to the General Partner amounting to
approximately $1,847,000 and $1,561,000 were accrued and unpaid as of December
31, 2002 and March 31, 2002, respectively (see Note 2). Without the General
Partner's continued accrual without payment of certain fees and expense
reimbursements, the Partnership will not be in a position to meet its
13
obligations. The General Partner has continued allowing the accrual without
payment of these amounts but is under no obligation to continue 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 respective subsidiary 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 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 invested the proceeds of its offering
in twenty Local Partnerships, all of which have their tax credits fully in
place. The tax credits are attached to the project for a period of ten years and
are transferable with the property during the remainder of such 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. The ability to transfer
the tax credits would likely add to the property's present value, although such
added value is included in the financial statement carrying amount.
Results of Operations
- ---------------------
The Partnership's 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 twenty consolidated 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.
14
Rental income increased by approximately 4% and 1% for the three and nine months
ended December 31, 2002 as compared to 2001, primarily due to an increase in
rental rates.
Other income decreased approximately $13,000 and $20,000 for the three and nine
months ended December 31, 2002 as compared to 2001, primarily due to a decrease
in interest earned in 2002 at the Partnership level and Local Partnerships due
to a decrease in interest rates, as well as lower cash and cash equivalent
balances earning interest at the Partnership level partially offset by an
underaccrual of interest income in 2001 at one Local Partnership.
General and administrative decreased approximately $66,000 and $69,000 for the
three and nine months ended December 31, 2002 as compared to 2001, primarily due
to a decrease in legal fees at the Partnership level.
Repairs and maintenance increased approximately $71,000 and $103,000 for the
three and nine months ended December 31, 2002 as compared to 2001, primarily due
to carpet replacement at three Local Partnerships in 2002 and an underaccrual of
repairs and maintenance in 2001 at a fourth Local Partnership.
Operating expense decreased approximately $98,000 for the nine months ended
December 31, 2002 as compared to 2001, primarily due to the underaccrual of
utilities at two Local Partnerships in 2000.
Insurance expense increased approximately $17,000 and $33,000 for the three and
nine months ended December 31, 2002, as compared to 2001, primarily 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
The Chief Executive Officer and Chief Financial Officer of Related Independence
Associates III L.P., which is the general partner of the Independence Tax Credit
Plus L.P. III ("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
15
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
(3A) Agreement of Limited Partnership of Independence Tax Credit Plus
L.P. III as adopted on December 23, 1993*
(3B) Form of Amended and Restated Agreement of Limited Partnership of
Independence Tax Credit Plus L.P. III, attached to the Prospectus as Exhibit A**
(3C) Certificate of Limited Partnership of Independence Tax Credit
Plus L.P. III as filed on December 23, 1993*
(10A) Form of Subscription Agreement attached to the Prospectus as
Exhibit B**
(10B) Escrow Agreement between Independence Tax Credit Plus L.P. III
and Bankers Trust Company*
(10C) Form of Purchase and Sales Agreement pertaining to the
Partnership's acquisition of Local Partnership Interests*
(10D) Form of Amended and Restated Agreement of Limited Partnership of
Local Partnerships*
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*Incorporated herein as an exhibit by reference to exhibits filed with
Post-Effective Amendment No. 4 to the Registration Statement on Form S-11
{Registration No. 33-37704}
**Incorporated herein as an exhibit by reference to exhibits filed
with Post-Effective Amendment No. 8 to the Registration Statement on Form S-11
{Registration No. 33-37704}
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
this quarter.
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. III
-------------------------------------
(Registrant)
By: RELATED INDEPENDENCE
ASSOCIATES III L.P., General Partner
By: RELATED INDEPENDENCE
ASSOCIATES III INC., General Partner
Date: February 5, 2003
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
President
(principal executive and financial officer)
Date: February 5, 2003
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
CERTIFICATION
I, Alan P. Hirmes, Principal Executive Officer and Principal Financial Officer
of Related Independence Associates III Inc. ("RIAI"), the general partner of
Related Independence Associates III L.P. (the "General Partner"), which is the
general partner of Independence Tax Credit Plus L.P. III (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 board of directors of RIAI:
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
Principal Executive Officer and
Principal Financial Officer
February 5, 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 Independence Tax Credit Plus L.P. III
(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 Independence Associates III Inc. a general partner of Related
Independence Associates III 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
Principal Executive Officer and Principal Financial Officer
February 5, 2003