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 0-20638
PATRIOT TAX CREDIT PROPERTIES L.P.,
-----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3519080
- ------------------------------- -------------------
(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
N/A
-----------------------------
Former name, former address and
former fiscal year, if changed since last report
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
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL
CONDITION
============ ============
December 31, March 31,
2003 2003
------------ ------------
(Unaudited)
ASSETS
Investment in property:
Land $ 4,005,633 $ 4,005,633
Buildings and improvements 75,784,635 75,746,346
Accumulated depreciation (27,859,339) (26,237,792)
------------ ------------
Net investment in property 51,930,929 53,514,187
------------ ------------
Cash and cash equivalents 1,815,839 1,344,954
Cash and cash equivalents
held in escrow 1,787,758 1,318,344
Deferred financing costs, net
of accumulation of $3,928,183
and $3,716,137 1,384,604 1,596,650
Other assets 534,246 369,394
------------ ------------
Total assets $ 57,453,376 $ 58,143,529
============ ============
2
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL
CONDITION
(continued)
============ ============
December 31, March 31,
2003 2003
------------ ------------
(Unaudited)
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 44,650,978 $ 45,294,215
Accrued interest payable 2,214,294 2,122,418
Other accrued expenses
and liabilities 2,425,219 2,643,043
Due to Local General Partners and
affiliates of Local Partnerships 6,325,286 5,085,535
Development fees payable 1,151,510 1,151,510
Real estate taxes payable 304,849 179,876
Due to General Partner and
its affiliates 10,203,486 8,234,527
------------ ------------
Total liabilities 67,275,622 64,711,124
------------ ------------
Minority interest in local
partnerships (2,465,423) (1,746,771)
------------ ------------
PARTNERS' CAPITAL (DEFICIT)
Limited partners (38,125 BUC$
issued and outstanding) (8,068,760) (5,545,441)
General partner (1 BUC$
issued and outstanding) 711,937 724,617
------------ ------------
Total partners' capital (deficit) (7,356,823) (4,820,824)
------------ ------------
Total liabilities and partners'
capital (deficit) $ 57,453,376 $ 58,143,529
============ ============
See accompanying notes to consolidated financial statements.
3
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
============================ ============================
Three Months Ended Nine Months Ended
December 31, December 31,
---------------------------- ----------------------------
2003 2002* 2003 2002*
---------------------------- ----------------------------
Revenues
Rental income $ 2,363,809 $ 2,388,703 $ 7,068,386 $ 7,107,123
Other income 230,654 182,583 566,087 545,161
Interest income 2,071 4,683 6,355 12,808
------------ ------------ ------------ ------------
2,596,534 2,575,969 7,640,828 7,665,092
------------ ------------ ------------ ------------
Expenses
Interest 1,245,076 1,142,092 3,656,249 3,509,109
Depreciation and
amortization 658,364 604,737 1,833,593 1,827,657
Operating and other 197,813 193,018 589,163 565,445
Taxes and
insurance 278,854 291,175 963,686 898,134
Repairs and
maintenance 629,130 583,883 1,823,706 1,703,603
General and
administrative 578,260 521,681 1,569,783 1,440,822
Partnership
management fees 59,718 59,718 178,450 178,450
Property
management fees 102,833 89,400 280,425 266,342
------------ ------------ ------------ ------------
3,750,048 3,485,704 10,895,055 10,389,562
------------ ------------ ------------ ------------
Loss before minority
interest (1,153,514) (909,735) (3,254,227) (2,724,470)
Minority interest
in income of
local partnerships 249,093 246,561 718,228 656,372
------------ ------------ ------------ ------------
Net loss $ (904,421) $ (663,174) $ (2,535,999) $ (2,068,098)
============ ============ ============ ============
Net loss - limited
partners $ (899,899) $ (659,858) $ (2,523,319) $ (2,057,758)
============ ============ ============ ============
Number of
limited partnership
units outstanding 38,125 38,125 38,125 38,125
============ ============ ============ ============
Net loss per limited
partnership unit $ (23.60) $ (17.30) $ (66.18) $ (53.97)
============ ============ ============ ============
* Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.
4
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN
PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Limited General
Total Partners Partner BUC$
----------- ----------- ----------- -----------
Partners' capital
(deficit) -
April 1, 2003 $(4,820,824) $(5,545,441) $ 724,617 38,126
Net loss - Nine
Months ended
December 31, 2003 (2,535,999) (2,523,319) (12,680) 0
----------- ----------- ----------- -----------
Partners' capital
(deficit) -
December 31, 2003 $(7,356,823) $(8,068,760) $ 711,937 38,126
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
5
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
==========================
Nine Months Ended
December 30,
--------------------------
2003 2002
--------------------------
Cash flows from operating activities:
Net loss $(2,535,999) $(2,068,098)
----------- -----------
Adjustments to reconcile net loss
to net cash used in
operating activities:
Depreciation and amortization 1,833,593 1,827,657
Minority interest in loss of
local partnerships (718,228) (656,372)
(Increase) decrease in cash held
in escrow (469,414) 194,509
Increase in real estate taxes payable 124,973 192,801
Increase in accrued interest payable 91,876 149,469
Increase in other assets (164,852) (420,866)
(Decrease) increase in other liabilities (217,824) 590,595
Increase in partnership management
fees 178,450 178,450
Increase (decrease) in public funds
payable 126 (37,877)
Increase (decrease) in asset manage-
ment fee 23,295 (9,525)
----------- -----------
Total adjustments 681,995 2,008,841
----------- -----------
Net cash used in operating activities (1,854,004) (59,257)
----------- -----------
Cash flows from investing activities:
Investment in property (38,289) (390,220)
----------- -----------
Cash flows from financing activities:
Payments of mortgage notes (643,237) (607,247)
Increase in deferred costs 0 (50,935)
Distribution to minority interest (424) (307)
Advances from General Partner 1,767,088 850,273
Advances from local limited partner 505,316 728,415
6
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(continued)
==========================
Nine Months Ended
December 30,
--------------------------
2003 2002
--------------------------
Increase in due to Local General
Partners and affiliates of Local
Partnerships, General Partner and
its affiliates 734,435 589,240
Decrease in due to Local General
Partners and affiliates of Local
Partnerships, General Partner and
its affiliates 0 (66,738)
----------- -----------
Net cash provided by
financing activities 2,363,178 1,442,701
----------- -----------
Net increase in cash and
cash equivalents 470,885 993,224
Cash and cash equivalents at
beginning of period 1,344,954 1,005,628
----------- -----------
Cash and cash equivalents at
end of period $ 1,815,839 $ 1,998,852
=========== ===========
Supplemental disclosure of
cash flow information:
Non-cash financing activity:
Interest paid $ 3,564,373 $ 3,359,640
=========== ===========
See accompanying notes to consolidated financial statements.
7
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES ON CONSOLIDATED FINANCIAL
STATEMENTS
DECEMBER 31, 2003
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Patriot Tax Credit
Properties L.P. ("the Partnership") and 8 subsidiary partnerships
("subsidiaries", "subsidiary partnerships" or "Local Partnerships") in which the
Partnership is a limited partner. Through the rights of the Partnership and/or
an affiliate of a General Partner, which affiliate has a contractual obligation
to act on behalf of the Partnership, to remove the general partner of the Local
Partnerships and to approve certain major operating and financial decisions, the
Partnership has a controlling financial interest in the Local Partnerships.
The Partnership's fiscal quarter ends December 31. All subsidiaries have fiscal
quarters ending September 30 in order to allow adequate time for the
subsidiaries' financial statements to be prepared and consolidated. Accounts of
the subsidiaries have been adjusted for intercompany transactions from October 1
through December 31. Occupancy rates are as of September 30, 2003.
All intercompany accounts and transactions have been eliminated in
consolidation.
The books and records of the Partnership are maintained on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America. 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 cash flows for the nine months ended December 31, 2003 and
2002. However, the operating results and cash flows for the nine months ended
December 31, 2003 may not be indicative of the results for the year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted or condensed. These condensed
8
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES ON CONSOLIDATED FINANCIAL
STATEMENTS
DECEMBER 31, 2003
(Unaudited)
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.
Note 2 - Related Parties
The General Partner and its affiliates have performed and will continue to
perform services for the Partnership which include, but are not limited to:
accounting and financial management; registrar, transfer and assignment
functions; asset management; investor communications; and printing and other
administrative services. The General Partner and its affiliates receive
Partnership management fees and reimbursements for general and administrative
costs incurred in connection with these services, the amount of which is limited
by the provisions of the Partnership Agreement. The costs and expenses incurred
to the General Partner were:
Three Months Ended Nine Months Ended
December 31, December 31,
------------------- -------------------
2003 2002 2003 2002
------------------- -------------------
Partnership Manage-
ment fees (a) $ 59,718 $ 59,718 $178,450 $178,450
Property Management
fees 25,962 26,337 80,721 79,013
Local administrative
fees 5,062 5,062 15,187 15,187
General and
administrative 16,953 15,581 63,298 58,284
Interest (b) 133,330 113,665 374,672 340,997
-------- -------- -------- --------
$241,025 $220,363 $712,328 $671,931
======== ======== ======== ========
(a) A Partnership management fee for managing the affairs of the Partnership
equal to 0.375% of invested assets is payable from operations and reserves to
the General Partner and its affiliates. Partnership management fees owed to the
9
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES ON CONSOLIDATED FINANCIAL
STATEMENTS
DECEMBER 31, 2003
(Unaudited)
General Partner amounting to approximately $842,000 and $664,000 were accrued
and unpaid as of December 31, 2003 and March 31, 2003, respectively.
As of December 31, 2003, the properties owned by five of the Local Partnerships
are managed by a local general partner ("Local General Partner") or its
affiliates and one Local Partnership is managed by an affiliate of the General
Partner and Local General Partner.
(b) During the nine months ended December 31, 2003, the General Partner and its
affiliates advanced $1,968,959 to the Partnership and as of December 31, 2003
and March 31, 2003, total advances outstanding are $10,203,486 and $8,234,527,
respectively. The advances are unsecured, bear interest at prime +2% and are due
on demand.
Without the General Partner's continued allowance of accrual without payment of
certain fees, expense reimbursements and advances the Partnership will not be in
a position to meet its financial obligations. The General Partner and its
affiliates have agreed to support the Partnership's operating expenses for the
foreseeable future.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership invested in eight Local Partnerships that are owners of
affordable multi-family residential complexes. The Local Partnerships are
operated in accordance with the rules and regulations of Section 42 of the
Internal Revenue Code in order to protect the housing tax credits authorized
thereby (the "Housing Tax Credits"). The Partnership's primary source of funds
is rental revenues, which is fully utilized at the property level. As of
December 31, 2003, there was approximately $204,000 in working capital reserves
available to fund Partnership level expenses. The Partnership is dependent upon
the support of the General Partner and certain of its affiliates in order to
meet its obligations at the Partnership level. The General Partner and these
affiliates have agreed to continue such support for the foreseeable future.
Without the General Partner's continued allowance of accrual without payment of
certain fees, expense reimbursements and advances the Partnership will not be in
a position to meet its obligations.
For the nine months ended December 31, 2003, cash and cash equivalents of the
Partnership and its eight Local Partnerships increased approximately $471,000.
The increase is primarily attributable to advances from General Partner
($1,767,000), advances from local limited partner ($505,000) and an increase in
due to Local General Partners and affiliates of Local Partnerships, General
Partner and its affiliates ($734,000) which exceeded payments of mortgage notes
($643,000), cash used in operating activities ($1,854,000) and investment in
property ($38,000). Included in adjustments to reconcile the net loss to cash
used in operating activities is depreciation and amortization of approximately
$1,834,000.
Management is not aware of any trends or events, commitments or uncertainties
which have not otherwise been disclosed that will or are likely to impact
liquidity in a material way. Management believes the only impact would be from
laws that have not yet been adopted. The portfolio is diversified by the
location of the properties around the United States so that if one area of the
country is experiencing downturns in the economy, the remaining properties in
the portfolio may be experiencing upswings. However, the geographic
diversification of the portfolio may not protect against a general downturn in
the national economy. The Partnership has fully invested the proceeds of its
11
offering in eight Local Partnerships, all of which fully have their Tax Credits
in place. The Tax Credits are attached to the property for a period of ten
years, and are transferable with the property during the remainder of such
ten-year period. If trends in the real estate market warranted a 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.
Summer Creek Villas Local Partnership ("Summer Creek Villas")
- -------------------------------------------------------------
Summer Creek Villas has experienced lower than expected economic occupancy
levels over the course of the last several years, which has resulted in
recurring losses from operations and has adversely affected the liquidity of
Summer Creek Villas. Despite an increase in rent levels during 2003, Summer
Creek Villas' operations are impeded by its inability to raise rents
sufficiently to pay for its operating and debt costs. Summer Creek Villas has
been unable to obtain maximum rents as potential residents are restricted based
on county median income levels, which limit the maximum income that a
prospective resident can earn. Summer Creek Villas has been obligated, since
1996, to repay significant amounts of principal on its mortgage.
Effective January 1, 1999, Summer Creek Villas entered into a funding agreement
with Palm Beach Investor, L.P. (the Class C limited partner) which provided for
a series of loans to be made to Summer Creek Villas in each of the years 1999,
2000 and 2001, in amounts not to exceed $2,000,000 in the aggregate. On
September 9, 2002, Summer Creek Villas entered into a second funding agreement
with the Class C limited partner which provides for a second series of loans to
Summer Creek Villas in each of the years 2002, 2003 and 2004, in amounts not to
exceed $1,500,000 in the aggregate. Although no formal agreements have been
reached with the other partners, additional loans from the Partnership (which is
the Class A limited partner) or other sources are expected to be obtained in
accordance with the loans to be provided under the funding agreement. Loans made
through December 31, 2003 to fund operating deficits total $12,025,322 and are
comprised of $8,888,656 from the Partnership (which was eliminated in
consolidation) and $3,136,666 from the Class C limited partner.
Summer Creek Villas' ability to continue its operations is dependent upon
management achieving the plans described in the Form 10-K and above. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Any adjustments would be
limited solely to Summer Creek Villas' financial statements.
12
Hilltop Local Partnership ("Hilltop")
- -------------------------------------
Hilltop has experienced a decline in occupancy over the last twelve months due
to a reduction in Section 8 vouchers issued by the city of Arlington. The city
cut back vouchers to site to 50% and then to 30%. The property has hired a new
District Manager who has implemented a new marketing program. The vacancy level
has improved from 71% to 82% at the end of January 2004. The property is
currently 86% leased. The property expects the vacancy level to improve over the
course of the year. The accompanying consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
RMB Limited Partnership ("Hubbard's Ridge")
- -------------------------------------------
Hubbard's Ridge has experienced a decline in occupancy over the last year due to
a decline in general economic conditions. Hubbard's Ridge is located in an area
where there have been business closures as well as declines in most segments of
the economy. At the same time, the residential housing market in the area is
over built, with a new 1100 unit complex built nearby last year. As such,
reduced rents and concessions are being offered throughout the market to attract
renters. Hubbard's Ridge intends to stay competitive with the market and has
lowered rents, but occupancy has not rebounded. The accompanying consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Critical Accounting Policies
- ----------------------------
In preparing the consolidated financial statements, management has made
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates. Set forth below is a summary of the accounting policies
that management believes are critical to the preparation of the consolidated
financial statements. The summary should be read in conjunction with the more
complete discussion of the Partnership's accounting policies included in Note 2
to the consolidated financial statements in the annual report 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
13
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).
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 intended to have a material impact on the
Partnership's financial reporting and disclosure.
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
14
circumstances) in the Consolidated Balance Sheets. Further, SFAS No. 150
requires disclosure regarding the terms of those instruments and settlement
alternatives. The guidance in SFAS No. 150 generally was effective for all
financial instruments entered into or modified after May 31, 2003, and was
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. The Partnership has evaluated SFAS No. 150 and determined that it
does not have an impact on the Partnership's financial reporting and
disclosures.
Results of Operations
- ---------------------
Results of operations for the Local Partnerships consolidated herein are for the
three and nine month periods ended December 31, 2003. Information disclosed
below with respect to each Local Partnership is consistent with this method of
presentation.
Rental income decreased approximately $25,000 and $39,000 for the three and nine
months ended December 31, 2003 as compared to the corresponding periods in 2002,
primarily due to a decrease in occupancy at two Local Partnerships.
Other income increased approximately $48,000 for the three months ended December
31, 2003 as compared to the corresponding period in 2002, primarily due to an
increase in tenant damage and redecorating fee income at one Local Partnership.
Total expenses, excluding general and administrative and property management
fees, remained fairly consistent with an increase of approximately 7% and 4% for
the three and nine months ended December 31, 2003 as compared to the
corresponding periods in 2002.
General and administrative increased approximately $57,000 and $129,000 for the
three and nine months ended December 31, 2003 as compared to the corresponding
periods in 2002, primarily due to an increase in payroll expense at two Local
Partnerships.
Property management fees increased approximately $13,000 and $14,000 for the
three and nine months ended December 31, 2003 as compared to the corresponding
periods in 2002, primarily due to higher management fees resulting from a change
in management agents at one Local Partnership.
15
Property Information
- --------------------
Occupancies at the properties were as follows:
September 30,
----------------------
2003 2002
----------------------
Property
Hubbard's Ridge 85% 93%
Cutler Canal II 99 99
Diamond Street 96 98
Papillion Heights 83 98
Hill Top Homes 70 85
Summer Creek Villas 89 87
Brookland Park Plaza 92 93
Compton Townhouses 92 100
(Occupancies are calculated by dividing occupied units by total available
units.)
The Partnership holds a 66.5% interest in Summer Creek Villas, a 98% interest in
Hubbard's Ridge, Hill Top Homes and Compton Townhouses and a 98.99% interest in
Cutler Canal II, Diamond Street, Papillion Heights and Brookland Park Plaza.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------
The Chief Executive Officer and Chief Financial Officer of RCC Partners 96,
L.L.C., which is the general partner of Patriot Tax Credit Plus L.P. (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.
16
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.
17
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:
Description:
3.1 Amendment to Certificate of Limited Partnership dated October 1,
1997 (3)
4.1 Agreement of Limited Partnership as adopted on May 3, 1989 and
Amendments thereto dated May 25, 1989 and December21, 1989 (1)
4.2 Amendment Number 1 to Prudential-Bache Tax Credit Properties L.P.
Amended and Restated Agreement of Limited Partnership, dated October 1,
1997 (3)
10.1 Form of Purchase and Sale Agreement pertaining to the
Partnership's Acquisition of Local Partnership Interests (2)
10.2 Form of Amended and Restated Agreement of Local Limited
Partnership of Local Partnerships (2)
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).
(1) Filed as an exhibit to Pre-Effective Amendment No. 1 to Form
S-11 Registration Statement (No. 33-28571) (the "Registration
Statement") and incorporated herein by reference.
18
(2) Filed as an exhibit to Pre-Effective Amendment No. 2 to Form
S-11 Registration Statement and incorporated herein by reference.
(3) Filed as an exhibit to Registrant's Current Report on Form
8-K dated October 1, 1997 and incorporated herein by reference.
(b) Reports on Form 8-K - None.
19
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.
PATRIOT TAX CREDIT PROPERTIES L.P.
(Registrant)
By: RCC PARTNERS 96, L.L.C.,
General Partner
Date: February 12, 2004
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Member, President and
Chief Executive and
Financial Officer
Date: February 12, 2004
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps
Treasurer and
Chief Accounting Officer
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE
13a-14(a) OR RULE 15d-14(a)
I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of RCC
Partners 96 L.L.C. (the "General Partner"), the General Partner of Patriot Tax
Credit Plus L.P. (the "Partnership"), hereby certify that:
1) I have reviewed this quarterly report on Form 10-Q for the period
ending December 31, 2003 of the Partnership;
2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Partnership as of, and for, the periods presented in
this quarterly report;
4) I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rues 13a-15(f) and 15d-15(f)) for the Partnership and I
have:
a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the Partnership
including its consolidated subsidiaries, is made known to me by others
within those entities, particularly during the period in which this
quarterly report was being prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles; and
c) evaluated the effectiveness of the Partnership's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end
of the period covered by this quarterly report based on such
evaluation; and
d) disclosed in this quarterly report any change in the Partnership's
internal control over financial reporting that occurred during the
period ending December 31, 2003 that has materially affected, or is
reasonably likely to materially affect, the Partnership's internal
control over financial reporting; and
5) I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the Partnership's auditors and to
the boards of directors of the General Partners:
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Partnership's
internal control over financial reporting.
Date: February 12, 2004
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By: /s/ Alan P. Hirmes
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Alan P. Hirmes
Chief Executive Officer and
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
RULE 13a-14(b) OR RULE 15d-14(b) AND
SECTION 1350
OF TITLE 18 OF THE UNITED STATES
CODE (18 U.S.C. 1350)
In connection with the Quarterly Report of Independence Tax Credit Plus L.P. 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, 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
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Alan P. Hirmes
Principal Executive Officer and
Principal Financial Officer
February 12, 2004