UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2003
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
Commission File Number 0-24650
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
----- -----
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. III
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(continued)
============ ============
December 31, March 31,
2003 2003
------------ ------------
ASSETS
Property and equipment - at cost,
less accumulated depreciation
of $19,014,599 and $17,018,083,
respectively $66,557,201 $68,534,177
Cash and cash equivalents 533,531 556,259
Cash held in escrow 6,251,659 5,693,717
Deferred costs, less accumulated
amortization of $487,795
and $443,180, respectively 739,966 784,581
Other assets 597,561 654,509
----------- -----------
Total assets $74,679,918 $76,223,243
=========== ===========
2
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(continued)
============ ============
December 31, March 31,
2003 2003
------------ ------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $43,051,433 $42,714,124
Construction loan payable 0 600,000
Accounts payable and other
liabilities 6,432,806 5,809,239
Due to local general partners and
affiliates 1,901,424 1,931,043
Due to general partner and affiliates 3,920,374 3,470,568
----------- -----------
Total liabilities 55,306,037 54,524,974
----------- -----------
Minority interest 2,892,568 3,142,417
----------- -----------
Commitments and contingencies (Note 3)
Partners' capital (deficit):
Limited partners (43,440 BACs
issued and outstanding) 16,702,627 18,756,421
General partner (221,314) (200,569)
----------- -----------
Total partners' capital (deficit) 16,481,313 18,555,852
----------- -----------
Total liabilities and partners' capital
(deficit) $74,679,918 $76,223,243
=========== ===========
See accompanying notes to consolidated financial statements.
3
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(continued)
========================== ==========================
Three Months Ended Nine Months Ended
December 31, December 31,
-------------------------- --------------------------
2003 2002 2003 2002
-------------------------- --------------------------
Revenues
Rental income $ 1,607,084 $ 1,552,561 $ 4,777,945 $ 4,601,188
Other income 35,132 42,027 145,453 155,471
----------- ----------- ----------- -----------
Total revenues 1,642,216 1,594,588 4,923,398 4,756,659
----------- ----------- ----------- -----------
Expenses
General and
administrative 387,682 347,066 1,272,640 1,187,753
General and
administrative-
related parties (Note 2) 201,565 205,862 624,157 637,281
Repairs and maintenance 357,550 314,189 1,018,370 914,593
Operating 141,809 138,188 552,541 486,699
Taxes 77,305 90,405 226,772 249,907
Insurance 122,266 99,111 309,775 287,654
Financial, principally
interest 398,365 425,986 1,138,930 1,190,397
Depreciation and
amortization 680,473 685,290 2,041,131 2,070,621
----------- ----------- ----------- -----------
Total expenses 2,367,015 2,306,097 7,184,316 7,024,905
----------- ----------- ----------- -----------
Net loss before
minority interest (724,799) (711,509) (2,260,918) (2,268,246)
Minority interest in
loss (income) of
subsidiary partnerships 67,374 (2,770) 186,379 21,969
----------- ----------- ----------- -----------
Net loss $ (657,425) $ (714,279) $(2,074,539) $(2,246,277)
=========== =========== =========== ===========
Limited Partners Share:
Net loss -limited partners $ (650,851) $ (707,136) $(2,053,794) $(2,223,814)
=========== =========== =========== ===========
Number of BACs
outstanding 43,440 43,440 43,440 43,440
=========== =========== =========== ===========
Net loss per BAC $ (14.98) $ (16.28) $ (47.28) $ (51.19)
=========== =========== =========== ===========
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, 2003 $18,555,852 $18,756,421 $ (200,569)
Net loss - nine
months ended
December 31, 2003 (2,074,539) (2,053,794) (20,745)
----------- ----------- ------------
Partners' capital -
(deficit)
December 31, 2003 $16,481,313 $16,702,627 $ (221,314)
=========== =========== ============
See accompanying notes to consolidated financial statements.
5
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,
--------------------------
2003 2002
--------------------------
Cash flows from operating activities:
Net loss $ (2,074,539) $(2,246,277)
------------ -----------
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization 2,041,131 2,070,621
Minority interest in loss of subsidiaries (186,379) (21,969)
Increase in cash held in escrow (536,721) (341,335)
Decrease (increase) in other assets 56,948 (25,060)
Increase in accounts payable and
other liabilities 623,567 717,451
Increase in due to local general
partners and affiliates 5,917 18,375
Decrease in due to local general
partners and affiliates (17,369) (19,489)
Increase due to general partner
and affiliates 449,806 500,119
------------ -----------
Total adjustments 2,436,900 2,898,713
------------ -----------
Net cash provided by operating
activities 362,361 652,436
------------ -----------
Cash flows from investing activities:
Purchase of property and equipment (19,540) (23,272)
Increase in cash held in escrow (21,221) (144,828)
Decrease in due to local general
partners and affiliates (18,167) (264,124)
------------ -----------
Net cash used in investing activities (58,928) (432,224)
------------ -----------
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,
--------------------------
2003 2002
--------------------------
Cash flows from financing activities:
Repayments of mortgage notes (262,691) (280,664)
Decrease in capitalization
of consolidated subsidiaries
attributable to minority interest (63,470) (13,639)
---------- ----------
Net cash used in
financing activities (326,161) (294,303)
---------- ----------
Net decrease in cash and
cash equivalents (22,728) (74,091)
Cash and cash equivalents at
beginning of period 556,259 709,852
---------- ----------
Cash and cash equivalents at
end of period $ 533,531 $ 635,761
========== ==========
Supplemental disclosures of
noncash activities:
Decrease in construction loan payable $ (600,000) $ 0
Increase in mortgage notes payable 600,000 0
See accompanying notes to consolidated financial statements.
7
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Independence Tax
Credit Plus L.P. 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 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, 2003. All subsidiaries have fiscal quarters ending September 30, 2003.
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 $4,000 and $5,000 and $11,000 and $14,000 for the three
and nine months ended December 31, 2003 and 2002, respectively. The
Partnership's investment in each subsidiary is equal to the respective
subsidiary's partners' equity less minority interest capital, if any. In
consolidation, all subsidiary partnership losses are included in the
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, 2003
(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, 2003.
The books and records of the Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting principles. In the
opinion of the General Partner 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, 2003, the results of operations for the three and
nine months ended December 31, 2003 and 2002 and its cash flows for the nine
months ended December 31, 2003 and 2002. However, the operating results for the
nine months ended December 31, 2003 may not be indicative of the results for the
year.
9
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
(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, 2003 and 2002 were as follows:
==================== ====================
Three Months Ended Nine Months Ended
December 31, December 31,
-------------------- --------------------
2003 2002 2003 2002
-------------------- --------------------
Partnership manage-
ment fees (a) $ 95,500 $ 95,500 $ 286,500 $ 286,500
Expense reimburse-
ment (b) 27,319 33,679 100,260 113,765
Local administrative
fee (c) 16,000 15,000 49,000 45,000
--------- --------- --------- ---------
Total general and
administrative-
General Partner 138,819 144,179 435,760 445,265
--------- --------- --------- ---------
Property manage-
ment fees incurred
to affiliates of the
subsidiary partner-
ships' general part-
ners (d) 62,746 61,683 188,397 192,016
--------- --------- --------- ---------
Total general and
administrative-
related parties $ 201,565 $ 205,862 $ 624,157 $ 637,281
========= ========= ========= =========
(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, 2003
(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 $2,179,000 and $1,892,000 were
accrued and unpaid as of December 31, 2003 and March 31, 2003, 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 $112,822
and $108,889 and $336,256 and $323,109 for the three and nine months ended
December 31, 2003 and 2002, respectively. Of these fees $62,746 and $61,683 and
$188,397 and $192,016 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
11
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
(Unaudited)
by Phase Three Paul for interference with contractual relations and for fraud
that was brought by the project's original developer. The complaint seeks
damages for the alleged value of work and services provided in the amount of
$296,940 and damages to reputation in the amount of at least $1,000,000 plus
unspecified punitive damages. On October 3, 2003, the Appellate Division has
ruled in favor of Lewis Street. Lewis Street has been advised by the plaintiff
that it does not intend to pursue any further litigation.
Brannon Group, L.C.
- ---------------------
In March 3, 2003, Brannon Group, L.C. converted its construction loan of
$600,000 into a permanent loan with interest at 9.5% a year. The maturity date
of the loan is January 1, 2011.
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 rental revenues, which is fully
utilized at the property level.
The Partnership has invested all of its net proceeds in twenty Local
Partnerships of which approximately $253,000 remains to be paid to the Local
Partnerships (not including approximately $132,000 being held in escrow).
For the nine months ended December 31, 2003, cash and cash equivalents of the
Partnership and its twenty consolidated Local Partnerships decreased
approximately $23,000 due to purchases of property and equipment ($20,000), a
decrease in due to local general partners and affiliates relating to investing
activities ($18,000), an increase in cash held in escrow relating to investing
activities ($21,000), repayments of mortgage notes ($263,000) and a decrease in
capitalization of consolidated subsidiaries attributable to minority interest
($63,000) which exceeded cash provided by operating activities ($362,000).
Included in the adjustments to reconcile the net loss to cash provided by
operating activities is depreciation and amortization in the amount of
approximately $2,041,000.
During the nine months ended December 31, 2003, 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 $2,179,000 and $1,892,000 were accrued and unpaid as of December
31, 2003 and March 31, 2003, 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
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
13
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 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 in its annual report on Form 10-K.
Property and Equipment
- ----------------------
Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, and any other costs incurred
in acquiring the properties. The cost of property and equipment is depreciated
14
over their estimated useful lives using accelerated and straight-line methods.
Expenditures for repairs and maintenance are charged to expense as incurred;
major renewals and betterments are capitalized. At the time property and
equipment are retired or otherwise disposed of, the cost and accumulated
depreciation are eliminated from the assets and accumulated depreciation
accounts and the profit or loss on such disposition is reflected in earnings.
The Partnership complies with Statement of Financial Accounting Standards (SFAS)
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". A loss
on impairment of assets is recorded when management estimates amounts
recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time property investments
themselves are reduced to estimated fair value (generally using discounted cash
flows).
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. Through December 31, 2003, the Partnership has not recorded or
classified any property and equipment as held for sale.
Income Taxes
- ------------
The Partnership is not required to provide for, or pay, any federal income
taxes. Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The Partnership may be subject
to state and local taxes in jurisdictions in which it operates. For income tax
purposes, the Partnership has a fiscal year ending December 31.
New Accounting Pronouncements
- -----------------------------
In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 is applicable immediately for variable interest entities created after
January 31, 2003. For variable interest entities created before February 1,
2003, the provisions of FIN 46 are applicable no later than December 15, 2003.
The Partnership has not created any variable interest entities after January 31,
2003. In December 2003 the FASB redeliberated certain proposed modifications and
revised FIN 46 ("FIN 46 (R)"). The revised provisions are applicable no later
than the first reporting period ending after March 15, 2004. The adoption of FIN
46 and FIN 46 (R) is not anticipated to have a material impact on the
Partnership's financial reporting and disclosures.
15
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
changes the accounting for certain financial instruments that, under previous
guidance, could be classified as equity or "mezzanine" equity, by now requiring
those instruments to be classified as liabilities ( or assets in some
circumstances) in the Consolidated Balance Sheets. Further, SFAS No. 150
requires disclosure regarding the terms of those instruments and settlement
alternatives. The guidance in SFAS No. 150 generally was effective for all
financial instruments entered into or modified after May 31, 2003, and was
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003.
Results of Operations
- ---------------------
The Partnership's results of operations for the three and nine months ended
December 31, 2003 and 2002 consisted primarily of the results of the
Partnership's investment in twenty 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.
Rental income increased by approximately 4% for both the three and nine months
ended December 31, 2003 as compared to 2002, primarily due to an increase in
rental rates.
Other income decreased approximately $7,000 and $10,000 for the three and nine
months ended December 31, 2003 as compared to 2002, primarily due to an
insurance reimbursement in 2002 at one Local Partnership and a decrease in
interest earned on replacement reserves which were released in 2002 at a second
Local Partnership partially offset by a realized gain on marketable securities
sold in 2003 at a third Local Partnership.
Total expenses, excluding general and administrative, repairs and maintenance,
operating, taxes and insurance remained fairly consistent with a decrease of
approximately 3% and 2% for both the three and nine months ended December 31,
2003 as compared to 2002.
General and administrative increased approximately $41,000 and $85,000 for three
and nine months ended December 31, 2003 as compared to 2002, primarily due to an
16
increase in salaries relating to an increase in personnel, an increase in legal
expense and an increase in health insurance at one Local Partnership.
Repairs and maintenance increased approximately $43,000 and $104,000 for the
three and nine months ended December 31, 2003 as compared to 2002, primarily due
to increases in painting, maintenance supplies, snow removal and miscellaneous
repairs at five Local Partnerships.
Operating expense increased approximately $66,000 for the nine months ended
December 31, 2003 as compared to 2002, primarily due to increases in fuel costs
and usage at the Local Partnerships.
Taxes decreased approximately $13,000 and $23,000 for the three and nine months
ended December 31, 2003 as compared to 2002, primarily due to an overaccrual of
taxes at one Local Partnership in 2002.
Insurance increased approximately $23,000 and $22,000 for the three and nine
months ended December 31, 2003 as compared to 2002, primarily due to increases
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
Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------
The Principal Executive Officer and Principal Financial Officer of Related
Independence Associates III L.P., which is the general partner of Independence
Tax Credit Plus L.P. III (the "Partnership"), has evaluated the Partnership's
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") as
of December 31, 2003 (the "Evaluation Date"). Based on such evaluation, such
officer has concluded that, as of the Evaluation Date, the Partnership's
disclosure controls and procedures are effective in alerting him, on a timely
basis, to material information relating to the Partnership required to be
included in the Partnership's reports filed or submitted under the Exchange Act.
17
Changes in Internal Control Over Financial Reporting
- ----------------------------------------------------
There has been no significant change in the Partnership's internal control over
financial reporting during the Partnership's fiscal quarter ended December 31,
2003 which has materially affected, or is reasonably likely to materially
affect, such internal control over financial reporting.
18
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*
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).
19
*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.
20
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 11, 2004
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
President
(principal executive and financial officer)
Date: February 11, 2004
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE
13a-14(a) OR RULE 15d-14(a)
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, 2003 of the Partnership;
2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Partnership as of, and for, the periods presented in
this quarterly report;
4) I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rues 13a-15(f) and 15d-15(f)) for the Partnership and
I have:
a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
Partnership including its consolidated subsidiaries, is made known to
me by others within those entities, particularly during the period in
which this quarterly report was being prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles; and
c) evaluated the effectiveness of the Partnership's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; and
d) disclosed in this quarterly report any change in the Partnership's
internal control over financial reporting that occurred during the
period ending December 31, 2003 that has materially affected, or is
reasonably likely to materially affect, the Partnership's internal
control over financial reporting; and
5) I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the Partnership's auditors and to
the boards of directors of the General Partners:
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Partnership's
internal control over financial reporting.
Date: February 11, 2004
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By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Principal Executive Officer and
Principal 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. III
(the "Partnership") on Form 10-Q for the period ending December 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Alan P. Hirmes, Principal Executive Officer and Principal
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 11, 2004