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 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)
============ ============
June 30, March 31,
2004 2004
------------ ------------
ASSETS
Property and equipment - at cost,
less accumulated depreciation
of $20,389,579 and $19,701,934,
respectively $ 65,586,483 $ 66,272,924
Cash and cash equivalents 437,976 526,645
Cash held in escrow 5,486,931 5,374,346
Deferred costs, less accumulated
amortization of $514,642
and $499,429, respectively 750,517 765,730
Other assets 605,871 670,767
------------ ------------
Total assets $ 72,867,778 $ 73,610,412
============ ============
2
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(continued)
============ ============
June 30, March 31,
2004 2004
------------ ------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 42,765,307 $ 42,847,861
Accounts payable and other
liabilities 6,876,691 6,704,508
Due to local general partners and
affiliates 1,903,313 1,960,552
Due to general partner and affiliates 4,124,876 3,986,509
------------ ------------
Total liabilities 55,670,187 55,499,430
------------ ------------
Minority interest 2,468,785 2,568,235
------------ ------------
Commitments and contingencies (Note 3)
Partners' capital (deficit):
Limited partners (43,440 BACs
issued and outstanding) 14,967,645 15,773,447
General partner (238,839) (230,700)
------------ ------------
Total partners' capital (deficit) 14,728,806 15,542,747
------------ ------------
Total liabilities and partners' capital
(deficit) $ 72,867,778 $ 73,610,412
============ ============
See accompanying notes to consolidated financial statements.
3
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
==============================
Three Months Ended
June 30,
------------------------------
2004 2003*
------------------------------
Revenues
Rental income $ 1,637,710 $ 1,622,679
Other income 34,065 35,138
----------- -----------
Total revenues 1,671,775 1,657,817
----------- -----------
Expenses
General and administrative 528,717 415,416
General and administrative-
related parties (Note 2) 205,395 222,482
Repairs and maintenance 289,027 304,279
Operating 243,035 237,001
Taxes 75,284 68,915
Insurance 130,756 88,632
Financial, principally interest 375,887 366,845
Depreciation and amortization 702,858 702,259
----------- -----------
Total expenses 2,550,959 2,405,829
----------- -----------
Net loss before minority
interest (879,184) (748,012)
Minority interest in loss
of subsidiary partnerships 65,243 48,958
----------- -----------
Net loss $ (813,941) $ (699,054)
=========== ===========
Limited Partners Share:
Net loss -limited partners $ (805,802) $ (692,063)
=========== ===========
Number of BACs outstanding 43,440 43,440
=========== ===========
Net loss per BAC $ (18.55) $ (15.93)
=========== ===========
* Reclassified for comparative purposes.
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, 2004 $ 15,542,747 $ 15,773,447 $ (230,700)
Net loss - three
months ended
June 30, 2004 (813,941) (805,802) (8,139)
------------ ------------ ------------
Partners' capital -
(deficit)
June 30, 2004 $ 14,728,806 $ 14,967,645 $ (238,839)
============ ============ ============
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)
============================
Three Months Ended
June 30,
----------------------------
2004 2003
----------------------------
Cash flows from operating activities:
Net loss $ (813,941) $ (699,054)
----------- -----------
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization 702,858 702,259
Minority interest in loss
of subsidiaries (65,243) (48,958)
Increase in accounts
payable and other liabilities 172,183 288,319
Decrease (increase) in cash held
in escrow 22,918 (227,323)
Decrease in other assets 64,896 29,552
Increase in due to local general
partners and affiliates 12,636 0
Decrease in due to local general
partners and affiliates (1,584) (1,603)
Increase due to general partner
and affiliates 138,367 186,427
----------- -----------
Total adjustments 1,047,031 928,673
----------- -----------
Net cash provided by
operating activities 233,090 229,619
----------- -----------
Cash flows from investing activities:
Purchase of property
and equipment (1,204) (6,175)
(Increase) decrease in cash held in
escrow (135,503) 55,455
Decrease in due to local general
partners and affiliates (32,744) (3,200)
----------- -----------
Net cash (used in) provided by
investing activities (169,451) 46,080
----------- -----------
6
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
(continued)
============================
Three Months Ended
June 30,
----------------------------
2004 2003
----------------------------
Cash flows from financing activities:
Repayments of mortgage notes (82,554) (78,987)
Decrease in due to local general
partners and affiliates (35,547) 0
Decrease in capitalization
of consolidated subsidiaries
attributable to minority interest (34,207) (20,401)
----------- -----------
Net cash used in
financing activities (152,308) (99,388)
----------- -----------
Net (decrease) increase in cash and
cash equivalents (88,669) 176,311
Cash and cash equivalents at
beginning of period 526,645 556,259
----------- -----------
Cash and cash equivalents at
end of period $ 437,976 $ 732,570
=========== ===========
See accompanying notes to consolidated financial statements.
7
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(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 Local Partnerships and to approve certain major operating
and financial decisions, the Partnership has a controlling financial interest in
the subsidiary partnerships.
For financial reporting purposes, the Partnership's fiscal quarter ends June 30,
2004. All subsidiaries have fiscal quarters ending March 31, 2004. 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.
Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arise from cash contributions from and cash
distributions to the minority interest partners.
Losses attributable to minority interests which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. Such losses
aggregated approximately $5,000 and $4,000 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. III
AND SUBSIDIARIES
NOTES TO CONSOLIDATED 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 the 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 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) $ 91,500 $ 95,500
Expense reimbursement (b) 26,899 37,942
Local administrative fee (c) 16,000 16,000
-------- --------
Total general and
administrative-
General Partner 134,399 149,442
-------- --------
Property management fees incurred
to affiliates of the subsidiary partner-
ships' general partners (d) 70,996 73,040
-------- --------
Total general and administrative-
related parties $205,395 $222,482
======== ========
* Reclassified for comparative purposes.
9
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
(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
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 $2,297,000 and $2,205,000 were
accrued and unpaid as of June 30, 2004 and March 31, 2004, 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 $125,618
and $119,899 for the three months ended June 30, 2004 and 2003, respectively. Of
these fees $70,996 and $73,040 were incurred to affiliates of the subsidiary
partnerships' general partners.
10
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Note 3 - Commitments and Contingencies
One of the subsidiary partnerships is leasing the land on which its apartment
complex is located for a term of 50 years, which commenced in August 1996, with
monthly rent payments of $1,449. Estimated future minimum payments due under the
term of the lease were $930,942 as of March 31, 2004. As of March 31, 2004, the
subsidiary partnership was in default on the lease agreement.
11
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 $324,000 remains to be paid to the Local
Partnerships (not including approximately $130,000 being held in escrow).
For the three months ended June 30, 2004, cash and cash equivalents of the
Partnership and its twenty consolidated Local Partnerships decreased
approximately $89,000 due to purchases of property and equipment ($1,000), an
increase in cash held in escrow relating to investing activities ($136,000), a
net decrease in due to local general partners and affiliates relating to
investing and financing activities ($68,000), repayments of mortgage notes
($83,000) and a decrease in capitalization of consolidated subsidiaries
attributable to minority interest ($34,000) which exceeded cash provided by
operating activities ($233,000). Included in the adjustments to reconcile the
net loss to cash provided by operating activities is depreciation and
amortization in the amount of approximately $703,000.
During the three months ended June 30, 2004, the Partnership received
approximately $7,000 in 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 $2,297,000 and $2,205,000 were accrued and unpaid as of June 30,
2004 and March 31, 2004, 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
resolution of the existing contingencies is not anticipated to impact future
results of operations, liquidity or financial condition in a material way.
12
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
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.
13
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 June 30, 2004, 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.
Results of Operations
- ---------------------
The Partnership's results of operations for the three months ended June 30, 2004
and 2003 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 1% for the three months ended June 30,
2004 as compared to 2003, primarily due to an increase in rental rates.
Total expenses, excluding general and administrative and insurance, remained
fairly consistent with an increase of less than 1% for the three months ended
June 30, 2004 as compared to 2003.
General and administrative expense increased approximately $103,000 for the
three months ended June 30, 2004 as compared to 2003, primarily due to an
underaccrual of incentive management fees in 2003 at one Local Partnership and
increased onsite security at a second Local Partnership.
14
Insurance expense increased approximately $42,000 for the three months ended
June 30, 2004 as compared to 2003, primarily due to an increase 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
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Principal Executive
Officer and Principal Financial Officer of Related Independence Associates III
L.P., the general partner of the Partnership, and its general partner, Related
Independence Associates III Inc., 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.
(b) INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not been any changes
in 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.
15
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).
*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}
16
**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.
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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: August 4, 2004
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
President
(Principal Executive Officer and
Principal Financial Officer)
Date: August 4, 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 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: August 4, 2004
--------------
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 June 30, 2004 as filed
with the Securities and Exchange Commission ("SEC") 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. ss. 1350, as adopted pursuant to ss.
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
Principal Executive Officer and Principal Financial Officer
August 4, 2004