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 0-24652
FREEDOM TAX CREDIT PLUS L.P.
----------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3533987
- ------------------------------- -------------------
(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
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
============ ============
June 30, March 31,
2004 2004
------------ ------------
(Unaudited)
ASSETS
Property and equipment - (at cost,
net of accumulated depreciation
of $64,942,793 and $63,733,516,
respectively) $ 79,472,172 $ 80,476,651
Cash and cash equivalents 2,559,356 2,492,636
Cash held in escrow 4,971,644 4,743,491
Deferred costs (net of accumulated
amortization of $2,035,530
and $1,988,501, respectively) 932,357 979,385
Other assets 987,832 1,247,703
------------ ------------
Total Assets $ 88,923,361 $ 89,939,866
============ ============
2
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(continued)
============ ============
June 30, March 31,
2004 2004
------------ ------------
(Unaudited)
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 66,014,298 $ 66,285,158
Accounts payable and other
liabilities 1,978,482 1,771,574
Due to local general partners and
affiliates 3,812,552 3,922,555
Due to general partners and
affiliates (Note 2) 8,089,328 7,861,874
------------ ------------
Total Liabilities 79,894,660 79,841,161
------------ ------------
Minority interests 7,990,219 8,001,969
------------ ------------
Contingencies (Note 3)
Partners' Capital (Deficit):
Limited partners (72,896 BACs
issued and outstanding) 1,708,744 2,756,415
General partners (670,262) (659,679)
------------ ------------
Total Partners' Capital (Deficit) 1,038,482 2,096,736
------------ ------------
Total Liabilities and Partners'
Capital (Deficit) $ 88,923,361 $ 89,939,866
============ ============
The accompanying notes are an integral part of these consolidated condensed
financial statements.
3
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF
OPERATIONS
(Unaudited)
============================
Three Months Ended
June 30,
----------------------------
2004 2003
----------------------------
Revenues
Rental income $ 3,748,355 $ 3,664,367
Other 317,198 326,921
----------- -----------
Total revenues 4,065,553 3,991,288
----------- -----------
Expenses
General and administrative 700,396 768,148
General and administrative-
related parties (Note 2) 442,095 416,123
Operating and other 404,323 392,394
Repairs and Maintenance 832,225 722,880
Real estate taxes 251,294 251,523
Insurance 176,767 165,260
Financial 1,070,765 1,103,490
Depreciation and amortization 1,256,305 1,237,652
----------- -----------
Total expenses 5,134,170 5,057,470
----------- -----------
Loss before minority interest (1,068,617) (1,066,182)
Minority interest in loss of subsidiaries 10,363 11,698
----------- -----------
Net loss $(1,058,254) $(1,054,484)
=========== ===========
Net loss - limited partners $(1,047,671) $(1,043,939)
=========== ===========
Number of BACs outstanding 72,896 72,896
=========== ===========
Net loss per BAC $ (14.37) $ (14.32)
=========== ===========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
4
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN
PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Limited General
Total Partners Partners
----------- ----------- -----------
Partners' capital (deficit)
April 1, 2004 $ 2,096,736 $ 2,756,415 $ (659,679)
Net loss (1,058,254) (1,047,671) (10,583)
----------- ----------- -----------
Partners' capital (deficit)
June 30, 2004 $ 1,038,482 $ 1,708,744 $ (670,262)
=========== =========== ===========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
5
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF
CASH FLOWS
(Unaudited)
============================
Three Months Ended
June 30,
----------------------------
2004 2003
----------------------------
Cash flows from operating activities:
Net loss $(1,058,254) $(1,054,484)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 1,256,305 1,237,652
Minority interest in loss of
subsidiaries (10,363) (11,698)
Increase in cash held
in escrow (228,153) (181,085)
Decrease (increase) in other assets 259,871 (215,983)
Increase in accounts payable
and other liabilities 206,907 548,948
Increase in due to general partners
and affiliates 227,454 237,150
Increase in due to local general
partners and affiliates 3,464 12,871
Decrease in due to local general
partners and affiliates (113,467) (14,382)
----------- -----------
Net cash provided by
operating activities 543,764 558,989
----------- -----------
Cash flows from investing activities:
Acquisition of property and
equipment (204,797) (146,246)
----------- -----------
Net cash used in investing activities (204,797) (146,246)
----------- -----------
6
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF
CASH FLOWS
(Unaudited)
(continued)
============================
Three Months Ended
June 30,
----------------------------
2004 2003
----------------------------
Cash flows from financing activities:
Repayments of mortgage notes (270,860) (275,807)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (1,387) (11,723)
----------- -----------
Net cash used in financing
activities (272,247) (287,530)
----------- -----------
Net increase in cash and cash
equivalents 66,720 125,213
Cash and cash equivalents at
beginning of period 2,492,636 2,247,128
----------- -----------
Cash and cash equivalents at
end of period $ 2,559,356 $ 2,372,341
=========== ===========
Supplemental disclosure of cash
flow information:
Cash paid during period for
interest $ 969,564 $ 920,486
=========== ===========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
7
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Freedom Tax Credit
Plus L.P. ("the Partnership") and 42 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 June 30. All subsidiaries have fiscal
quarters ending March 31 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 April 1
through June 30.
All intercompany accounts and transactions 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 aggregated approximately $10,000 and
$12,000 for the three months ended June 30, 2004 and 2003, respectively. The
Partnership's investment in each subsidiary is generally equal to the respective
subsidiary's partners' equity less minority interest capital, if any.
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 Partners 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
results of operations and its cash flows for the three months ended June 30,
8
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
2004 and 2003. However, the operating results and cash flows for the three
months ended June 30, 2004 may not be indicative of the results for the entire
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
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, 2004.
9
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Note 2 - Related Party Transactions
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) $169,000 $169,000
Expense reimbursement (b) 36,446 39,160
Local administrative fee (c) 13,000 13,000
-------- --------
Total general and administrative-
General Partners 218,446 221,160
-------- --------
Property management fees
incurred to affiliates of
the subsidiary partnerships'
general partners (d) 223,649 194,963
-------- --------
Total general and administrative-
related parties $442,095 $416,123
======== ========
(a) The General Partners are 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 Partners in their sole
discretion based upon their 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 and
BACs holders 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 Partners
10
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
amounting to approximately $6,377,000 and $6,208,000 were accrued and unpaid as
of June 30, 2004 and March 31, 2004, respectively. Without the General Partners'
continued accrual without payment, the Partnership will not be in a position to
meet its obligations. The General Partners have continued allowing the accrual
without payment of these amounts, but are under no obligation to continue to do
so. The Partnership is dependent upon the support of the General Partners and
certain of their affiliates in order to meet its obligations at the Partnership
level. The General Partners and these affiliates have agreed to continue such
support for the foreseeable future.
(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
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 Partners performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance.
(c) Freedom SLP L.P., a special limited partner of the subsidiary partnerships,
is entitled to receive an annual local administrative fee from $0 to $2,500 per
year from each subsidiary partnership.
(d) Property management fees incurred by subsidiary partnerships amounted to
$266,383 and $260,658 for the three months ended June 30, 2004 and 2003,
respectively. Of these fees, $223,649 and $194,963, respectively, were incurred
to affiliates of the subsidiary partnerships' general partners for the three
months ended June 30, 2004 and 2003, respectively.
Note 3 - Contingencies
Washington Brooklyn
- -------------------
On or about September 2003, two putative mortgagees commenced a mortgage
foreclosure action in the Supreme Court of the State of New York, Kings County
(the "Court"), entitled 150 BEACH 120th STREET INC. v. WASHINGTON BROOKLYN
LIMITED PARTNERSHIP, Index No. 35255/2003, seeking to foreclose on an alleged
$100,000 loan and mortgage against the real property (the "Apartment Complex")
owned by Washington Brooklyn Limited Partnership ("Washington"). Apparently, the
former general partner of Washington, BUFNY Houses of Brooklyn, Inc. ("BUFNY"),
allegedly granted two mortgages in the amounts of $225,000 and $100,000 secured
by the Apartment Complex. Each of the foregoing mortgages was granted without
11
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
the knowledge and consent of Freedom SLP, L.P. (the "Special Limited Partner")
or the Partnership (collectively the "Freedom LPs"), as required by Washington's
Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement"). The Freedom LPs believe that BUFNY did not use the alleged loan
proceeds for the benefit of Washington or the Apartment Complex. For these and
other reasons, the Freedom LPs contend that the alleged mortgages are invalid.
In addition, BUFNY allegedly failed to comply with the terms of either mortgage,
which resulted in the holders of the alleged $100,000 mortgage commencing the
foreclosure proceedings. BUFNY did not appear in or otherwise respond to the
foreclosure proceedings. The holders of the alleged $225,000 mortgage have not
yet, to the knowledge of the Freedom LPs, commenced any foreclosure proceedings.
Shortly after the Freedom LPs became aware of these foreclosure proceedings,
their counsel contacted counsel for the plaintiffs and mortgagees in an effort
to learn more about the alleged mortgages and to resolve the disputes relating
to the mortgages. When those efforts failed, the Freedom LPs filed a motion to
intervene in the foreclosure action and for leave to file a late answer on
behalf of themselves and Washington. The Freedom LPs contend that the mortgages
are invalid and that Washington is not liable for them or the underlying
indebtedness. A hearing on the Freedom LPs' motion was held on June 16, 2004 and
the Court reserved ruling on that motion, which is now fully submitted and
pending a decision by the Court. The Court, however, has stayed all further
proceedings in the foreclosure action until it decides the Freedom LPs' motion.
If the Court were to deny the Freedom LPs motion or reject their defenses on the
merits to the foreclosure action, it is possible that the Apartment Complex
might be foreclosed upon and the Partnership might lose its title to and
interests in the Apartment Complex, as well as risk possible recapture of a
portion of the tax credits generated by Washington. However, the final outcome
of this case cannot be determined at this time.
In addition, due to BUFNY's breach of fiduciary duties and breaches of the
Partnership Agreement, the Special Limited Partner exercised its rights under
the Partnership Agreement to remove BUFNY as Washington's general partner and to
substitute itself as the new replacement general partner, effective April 26,
2004.
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership's sources of funds during the three months ended June 30, 2004,
include working capital reserves, interest earned on working capital and
distributions received from the Local Partnerships. None of these sources
generated substantial amounts of funds.
A working capital reserve of approximately $51,000, exclusive of Local
Partnerships' working capital, remains as of June 30, 2004.
During the three months ended June 30, 2004 and 2003, the distributions received
from the Local Partnerships approximated $26,000 and $3,000, respectively. Cash
distributions from Local Partnerships are not expected to reach a level
sufficient to permit cash distributions to BACs holders. These distributions as
well as the working capital reserves referred to in the preceding paragraph and
the continued deferral by the General Partners of fees owed to them will be used
to meet the operating expenses of the Partnership.
Partnership management fees owed to the General Partners amounting to
approximately $6,377,000 and $6,208,000 were accrued and unpaid as of June 30,
2004 and March 31, 2004, respectively. Without the General Partners continued
accrual without payments, the Partnership will not be in a position to meet its
obligations. The General Partners have continued allowing the accrual without
payment of these amounts, but are under no obligation to do so and to the extent
cash flow becomes available, such fees will be paid. The Partnership is
dependent upon the support of the General Partners and certain of their
affiliates in order to meet its obligations at the Partnership level. The
General Partners and these affiliates have agreed to continue such support for
the foreseeable future.
During the three months ended June 30, 2004, cash and cash equivalents of the
Partnership and its forty-two consolidated Local Partnerships increased
approximately $67,000 due to cash provided by operating activities ($544,000)
which exceeded acquisitions of property and equipment ($205,000), a decrease in
capitalization of consolidated subsidiaries attributable to minority interest
($1,000) and repayments of mortgage notes ($271,000). Included in the
adjustments to reconcile the net loss to cash provided by operating activities
is depreciation and amortization of approximately $1,256,000.
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 not be experiencing downswings. 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
13
offering in 42 local partnerships, all of which 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. As
of December 31, 2002 all the Local Partnerships have completed their tax credit
periods and the Partnership has met its primary objective of generating Housing
Tax Credits ("Tax Credits") for qualified BACs holders. However, each Local
Partnership must continue to comply with the Tax Credit requirements until the
end of the 15 year Compliance Period ("Compliance Period") in order to avoid
recapture of the Tax Credits. The Compliance Period will end between December
31, 2004 and December 31, 2007 with respect to the Properties depending upon
when the Compliance Period commenced.
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 Company's accounting policies included in Note 2 to
the consolidated financial statements in the annual report on Form 10-K.
(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
14
undiscounted basis are below depreciated cost. At that time property investments
themselves are reduced to estimated fair value (generally using discounted cash
flows).
(b) 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 results of operations for the three months ended June 30, 2004 continued to
be in the form of rental income with corresponding expenses divided among
operations, depreciation and mortgage interest.
Rental income remained fairly consistent with an increase of approximately 2%
for the three months ended June 30, 2004 as compared to the corresponding period
in 2003, primarily due to rental rate increases.
Total expenses, excluding repairs and maintenance, remained fairly consistent
with a decrease of approximately 1% for the three months ended June 30, 2004 as
compared to the corresponding period in 2003.
Repairs and maintenance expense increased by approximately $109,000 for the
three months ended June 30, 2004 as compared to the corresponding period in
2003, primarily due to painting and exterior renovations at one Local
Partnership.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The Partnership is not exposed to market risk since its mortgage indebtedness
bears fixed rates of interest.
Item 4. Controls and Procedures
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Principal Executive
Officer and Principal Financial Officer of Related Freedom Associates L.P. and
Freedom G.P. Inc., the general partners 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.
15
(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.
16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - See Item I. Financial Statements - Note 3.
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
(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).
(b) Reports on Form 8-K - None
17
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.
FREEDOM TAX CREDIT PLUS L.P.
(Registrant)
By: RELATED FREEDOM ASSOCIATES L.P.,
a General Partner
By: RELATED FREEDOM ASSOCIATES INC.,
General Partner
Date: August 10, 2004
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes, Director and President
(Principal Executive Officer and Principal
Financial Officer)
Date: August 10, 2004
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps, Treasurer
(Principal Accounting Officer)
and
By: FREEDOM GP INC.,
a General Partner
Date: August 10, 2004
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes, Director and President
(Principal Executive Officer and Principal
Financial Officer)
Date: August 10, 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 Freedom Associates L.P. and Freedom GP Inc. (the "General Partners"),
each of which is a general partner of Freedom 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
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)) for the Partnership and I have:
a) designed such disclosure controls and procedures 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 our 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
controls over financial reporting.
Date: August 10, 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 Freedom Tax Credit Plus L.P. (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, Principal Executive Officer and Principal Financial Officer of
Related Freedom Associates L.P. and Freedom GP Inc., each of 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
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Alan P. Hirmes
Principal Executive Officer and Principal Financial Officer
August 10, 2004