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 June 30, 2004
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
Commission File Number 33-89968
INDEPENDENCE TAX CREDIT PLUS L.P. IV
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3809869
- ------------------------------- --------------------
(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 Rule 12b-2 of the Act).
Yes No X
----- -----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
=========== ===========
June 30, March 31,
2004 2004
----------- -----------
(Unaudited)
ASSETS
Property and equipment - at cost,
net of accumulated depreciation
of $14,930,352 and $14,320,391,
respectively $66,423,755 $67,033,716
Cash and cash equivalents 1,742,839 1,730,897
Cash held in escrow 3,278,985 3,292,937
Deferred costs, net of accumulated
amortization of $490,495 and
$472,279, respectively 688,621 706,837
Other assets 514,796 527,773
----------- -----------
Total assets $72,648,996 $73,292,160
=========== ===========
2
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(continued)
============ ============
June 30, March 31,
2004 2004
------------ ------------
(Unaudited)
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 36,240,698 $ 36,312,132
Accounts payable and other
liabilities 8,413,845 8,239,856
Due to local general partners and
affiliates 2,089,500 2,116,876
Due to general partner and affiliates 2,271,972 2,143,413
------------ ------------
Total liabilities 49,016,015 48,812,277
------------ ------------
Minority interest 1,893,426 1,925,663
------------ ------------
Partners' capital (deficit):
Limited partners (45,844 BACs
issued and outstanding) 21,929,694 22,736,212
General partner (190,139) (181,992)
------------ ------------
Total partners' capital (deficit) 21,739,555 22,554,220
------------ ------------
Total liabilities and partners'
capital (deficit) $ 72,648,996 $ 73,292,160
============ ============
The accompanying notes are an integral part of these consolidated condensed
financial statements.
3
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited)
===========================
Three Months Ended
June 30,
---------------------------
2004 2003
---------------------------
Revenues
Rental income $ 1,434,879 $ 1,455,707
Other income (principally interest income) 45,979 46,957
----------- -----------
Total revenues 1,480,858 1,502,664
----------- -----------
Expenses
General and administrative 414,478 381,743
General and administrative-related parties 154,647 159,391
Repairs and maintenance 221,223 238,393
Operating 210,249 195,182
Taxes 47,662 48,487
Insurance 107,780 86,192
Interest 516,368 541,952
Depreciation and amortization 628,177 632,492
----------- -----------
Total expenses 2,300,584 2,283,832
----------- -----------
Loss before minority interest (819,726) (781,168)
Minority interest in loss of subsidiary
partnerships 5,061 4,721
----------- -----------
Net loss $ (814,665) $ (776,447)
=========== ===========
Net loss - limited partners $ (806,518) $ (768,683)
=========== ===========
Number of BACs outstanding 45,844 45,844
=========== ===========
Net loss per BAC $ (17.59) $ (16.77)
=========== ===========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
4
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Consolidated Condensed Statement of Changes in Partners'
Capital (Deficit)
For the Three Months Ended June 30, 2004
(Unaudited)
==============================================
Limited General
Total Partners Partner
----------------------------------------------
Partners' capital
(deficit) - April 1,
2004 $ 22,554,220 $ 22,736,212 $ (181,992)
Net loss (814,665) (806,518) (8,147)
------------ ------------ ------------
Partners' capital
(deficit) -
June 30, 2004 $ 21,739,555 $ 21,929,694 $ (190,139)
============ ============ ============
The accompanying notes are an integral part of these consolidated condensed
financial statements.
5
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
=============================
Three Months Ended
June 30,
-----------------------------
2004 2003
-----------------------------
Cash flows from operating activities:
Net loss $ (814,665) $ (776,447)
----------- -----------
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 628,177 632,492
Minority interest in loss of
subsidiary partnerships (5,061) (4,721)
Increase in cash held in escrow (33,609) (193,854)
Decrease (increase) in other assets 12,977 (115,785)
Increase in accounts payable
and other liabilities 173,989 631,342
Increase in due to local general
partners and affiliates 7,358 11,904
Decrease in due to local general
partners and affiliates (11,309) (5,516)
Increase in due to general
partner and affiliates 128,559 108,106
----------- -----------
Total adjustments 901,081 1,063,968
----------- -----------
Net cash provided by
operating activities 86,416 287,521
----------- -----------
6
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(continued)
==========================
Three Months Ended
June 30,
--------------------------
2004 2003
--------------------------
Cash flows from investing activities:
Increase in property and equipment 0 (1,727)
Decrease in cash held in escrow 47,561 17,213
Increase in due to local general
partners and affiliates 0 98
Decrease in due to local general
partners and affiliates (23,425) (110,194)
----------- -----------
Net cash provided by (used in) investing
activities 24,136 (94,610)
----------- -----------
Cash flows from financing activities:
Principal reduction of mortgage notes (71,434) (263,521)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (27,176) 0
----------- -----------
Net cash used in financing
activities (98,610) (263,521)
----------- -----------
Net increase (decrease) in cash and
cash equivalents 11,942 (70,610)
Cash and cash equivalents at
beginning of period 1,730,897 2,037,966
----------- -----------
Cash and cash equivalents at
end of period $ 1,742,839 $ 1,967,356
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during period for
interest $ 836,920 $ 852,292
=========== ===========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
7
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Financial Statements
June 30, 2004
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Independence Tax
Credit Plus L.P. IV (the "Partnership") and fourteen other limited partnerships
("subsidiary partnerships", "subsidiaries" or "Local Partnerships") owning
affordable apartment complexes that are eligible for the low-income housing tax
credit, some of which apartment complexes may also be eligible for the historic
rehabilitation tax credit. The general partner of the Partnership is Related
Independence L.L.C., a Delaware limited liability company (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 June 30.
All subsidiaries have fiscal quarters ending March 31. Accounts of the
subsidiaries have been adjusted for intercompany transactions from April 1
through June 30. The Partnership's fiscal quarter ends June 30 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.
Increase (decrease) 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 $2,000 and $3,000 for the three months ended June 30,
2004 and 2003, respectively. The Partnership's investment in each subsidiary is
equal to the respective subsidiary's partners' equity less minority interest
capital, if any. In consolidation, all subsidiary partnership losses are
included in the Partnership's capital account except for losses allocated to
minority interest capital.
Certain information and note 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
8
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Financial Statements
June 30, 2004
(Unaudited)
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, 2004.
The books and records of the Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting principles. In the
opinion of the General Partner 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 June 30, 2004 and its results of operations and its cash flows
for the three months ended June 30, 2004 and 2003. However, the operating
results for the three months ended June 30, 2004 may not be indicative of the
results for the entire year.
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 months ended June 30, 2004
and 2003 were as follows:
Three Months Ended
June 30,
-----------------------
2004 2003
-----------------------
Partnership management fees (a) $ 84,280 $ 84,280
Expense reimbursement (b) 28,856 35,881
Local administrative fee (c) 15,000 13,000
-------- --------
Total general and administrative-
General Partner 128,136 133,161
-------- --------
Property management fees incur-
red to affiliates of the subsidiary
partnerships' general partners (d) 26,511 26,230
-------- --------
Total general and administrative-
related parties $154,647 $159,391
======== ========
(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
9
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Financial Statements
June 30, 2004
(Unaudited)
based upon its review of the Partnership's investments. Unpaid partnership
management fees for any year will be accrued without interest and will be
payable from working capital reserves or 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 $1,714,000 and $1,630,000 were accrued and unpaid as of June 30,
2004 and March 31, 2004, respectively.
(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 IV L.P., a special limited partner of the subsidiary
partnerships, is entitled to receive a local administrative fee of $0 to $5,000
per year from each subsidiary partnership.
(d) Property management fees incurred by the Local Partnerships amounted to
$86,392 and $91,785 for the three months ended June 30, 2004 and 2003,
respectively. Of these fees, $26,511 and $26,230 were incurred to affiliates of
the subsidiary partnerships' general partners.
Note 3 - Commitments and Contingencies
There have been no material changes and/or additions to the disclosures
regarding the subsidiary partnerships which were included in the Partnership's
Annual Report on Form 10-K for the fiscal year ended March 31, 2004.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership's primary sources of funds, in addition to operations, include
(i) interest earned on Gross Proceeds which are invested in tax-exempt money
market instruments pending final payments to Local Partnerships and (ii) working
capital reserves and interest earned thereon. All these sources of funds are
available to meet obligations of the Partnership.
As of June 30, 2004, the Partnership has invested approximately $37,814,000
(including approximately $1,161,000 classified as a loan repayable from
sale/refinancing proceeds in accordance with the Contribution Agreement, which
has been eliminated in consolidation, and not including acquisition fees of
approximately $1,771,000) of net proceeds in fourteen Local Partnerships of
which approximately $1,396,000 remains to be paid to the Local Partnerships
(including approximately $598,000 being held in escrow) as certain benchmarks,
such as occupancy level, must be attained prior to the release of the funds.
During the three months ended June 30, 2004, approximately $9,000 was paid to
the Local Partnerships.
For the three months ended June 30, 2004, cash and cash equivalents of the
Partnership and its fourteen consolidated Local Partnerships increased by
approximately $12,000. This increase was due to cash provided by operating
activities ($86,000) and a decrease in cash held in escrow relating to investing
activities ($48,000) which exceeded a decrease in due to local general partners
and affiliates relating to investing activities ($23,000), principal reduction
of mortgage notes ($71,000) and a decrease in capitalization of consolidated
subsidiaries attributable to minority interest ($27,000). Included in the
adjustments to reconcile the net loss to cash provided by operating activities
is depreciation and amortization of approximately $628,000.
At June 30, 2004, there is approximately $106,000 in the working capital
reserves. The General Partner believes that these reserves, plus any cash
distributions received from the operations of the Local Partnerships, will be
sufficient to fund the Partnership's ongoing operations for the foreseeable
future not including fees owed to the General Partner. During the three months
ended June 30, 2004, there have been no cash distributions received from the
Local Partnerships.
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
11
country is experiencing downturns in the economy, the remaining properties in
the portfolio may be experiencing upswings. However, the geographic
diversification of the portfolio may not protect against a general downturn in
the national economy. The Partnership has fully invested the proceeds of its
offering in fourteen Local Partnerships, all of which have their tax credits in
place, and are expected to begin expiring in 2006. The tax credits will be
attached to the property for a period of ten years, and will be 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, 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 which are include in the Partnership's
annual report on Form 10-K for the year ended March 31, 2004.
a) 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
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) when the property is considered to be impaired and the depreciated cost
exceeds estimated fair value.
12
b) Income Taxes
No provision has been made for income taxes in the accompanying consolidated
financial statements since such taxes, if any, are the responsibility of the
individual partners. For income tax purposes, the Partnership has a fiscal year
ending December 31.
Results of Operations
- ---------------------
The results of operations for the three months ended June 30, 2004 and 2003
continued to be in the form of rental income with corresponding expenses divided
among operations, depreciation and mortgage interest.
Rental income decreased approximately 1% for the three months ended June 30,
2004 as compared to the corresponding period in 2003 due to the Housing and
Urban Development lowering rents at one Local Partnership.
Total expenses, excluding insurance, remained fairly consistent, with a decrease
of less than 1% for the three months ended June 30, 2004 as compared to the
corresponding period in 2003.
Insurance expense increased approximately $22,000 for the three months ended
June 30, 2004 as compared to the corresponding period in 2003, 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 Chief Executive Officer and
Chief Financial Officer of Related Independence L.L.C., the general partner of
the Partnership has evaluated the effectiveness of the Partnership's disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")
as of the end of the period covered by this report. Based on such evaluation,
such officer has concluded that, as of the end of such period, the Partnership's
disclosure controls and procedures are effective.
INTERNAL CONTROL OVER FINANCIAL REPORTING There have not been any changes in the
Partnership's internal control over financial reporting during the fiscal
quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Partnership's internal control over
financial reporting.
13
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
(4) Form of Amended and Restated Agreement of Limited Partnership
of the Partnership (attached to the Prospectus as Exhibit A)*
(10A) Form of Subscription Agreement (attached to the Prospectus
as Exhibit B)*
(10B) Form of Escrow Agreement between the Partnership and the
Escrow Agent**
(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).
* Incorporated herein by reference to the final Prospectus as
filed pursuant to Rule 424 under the Securities Act of 1933.
** Filed as an exhibit to the Registration Statement on Form S-11
of the Partnership (File No. 33-89968) and incorporated herein by reference
thereto.
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. IV
------------------------------------
(Registrant)
By: RELATED INDEPENDENCE L.L.C.,
General Partner
Date: July 26, 2004
By:/s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
President and Member
(Chief Executive Officer and Chief Financial
Officer)
Date: July 26, 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, Chief Executive Officer and Chief Financial Officer of
Related Independence L.L.C. (the "General Partner"), which is the General
Partner of Independence Tax Credit Plus L.P. IV (the "Partnership"), hereby
certify that:
1) I have reviewed this quarterly report on Form 10-Q for the period
ending June 30, 2004 of the Partnership;
2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Partnership as of, and for, the periods presented in
this quarterly report;
4) I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Partnership and I
have:
a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the Partnership
including its consolidated subsidiaries, is made known to me by others
within those entities, particularly during the period in which this
quarterly report was being prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles; and
c) evaluated the effectiveness of the Partnership's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end
of the period covered by this quarterly report based on such
evaluation; and
d) disclosed in this quarterly report any change in the Partnership's
internal control over financial reporting that occurred during the
period ending June 30, 2004 that has materially affected, or is
reasonably likely to materially affect, the Partnership's internal
control over financial reporting; and
5) I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the Partnership's auditors and to
the boards of directors of the General Partners:
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Partnership's
internal control over financial reporting.
Date: July 26, 2004
-------------
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Chief Executive Officer and
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT
TO RULE 13a-14(b) OR RULE 15d-14(b)
AND SECTION 1350 OF TITLE 18
OF THE UNITED STATES CODE (18 U.S.C. 1350)
In connection with the Quarterly Report of Independence Tax Credit Plus L.P. IV
(the "Partnership") on Form 10-Q for the period ended June 30, 2004 as filed
with the Securities and Exchange Commission ("SEC") on the date hereof (the
"Report"), I, Alan P. Hirmes, Chief Executive Officer and Chief Financial
Officer of Related Independence L.L.C. which is the general partner of the
Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Partnership.
A signed original of this written statement required by Section 906 has been
provided to the Partnership and will be retained by the Partnership and
furnished to the SEC or its staff upon request.
By: /s/Alan P. Hirmes
-----------------
Alan P. Hirmes
Chief Executive Officer and Chief Financial Officer
July 26, 2004