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
For the quarterly period ended December 31, 2004
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------ EXCHANGE ACT OF 1934
Commission File Number 0-20638
PATRIOT TAX CREDIT PROPERTIES L.P.,
-----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3519080
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
- ---------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)421-5333
N/A
-----------------------------------
Former name, former address and
former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------- -------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes No X
------- -------
PART I - Financial Information
Item 1. Financial Statements
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL
CONDITION
============ ============
December 31, March 31,
2004 2004
------------ ------------
(Unaudited)
ASSETS
Investment in property:
Land $ 4,005,633 $ 4,005,633
Buildings and improvements 75,817,774 75,798,582
Accumulated depreciation (29,974,900) (28,372,375)
------------ ------------
Net investment in property 49,848,507 51,431,840
------------ ------------
Cash and cash equivalents 895,759 1,216,053
Cash and cash equivalents
held in escrow 1,664,682 1,222,301
Deferred financing costs, net
of accumulation of $4,237,213
and $4,019,979 1,084,936 1,302,170
Other assets 589,960 383,808
------------ ------------
Total assets $ 54,083,844 $ 55,556,172
============ ============
2
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL
CONDITION
(continued)
============ ============
December 31, March 31,
2004 2004
------------ ------------
(Unaudited)
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 44,087,331 $ 44,697,118
Accrued interest payable 2,539,257 2,180,744
Other accrued expenses
and liabilities 2,116,322 2,200,263
Due to Local General Partners and
affiliates of Local Partnerships 7,360,151 6,378,776
Development fees payable 1,151,510 1,151,510
Real estate taxes payable 343,050 174,018
Due to General Partner and
its affiliates 11,328,296 10,190,654
------------ ------------
Total liabilities 68,925,917 66,973,083
------------ ------------
Minority interest in local
partnerships (3,527,994) (2,796,249)
------------ ------------
PARTNERS' CAPITAL (DEFICIT)
Limited partners (38,125 BUC$
issued and outstanding) (12,006,230) (9,326,280)
General partner (1 BUC$
issued and outstanding) 692,151 705,618
------------ ------------
Total partners' capital (deficit) (11,314,079) (8,620,662)
------------ ------------
Total liabilities and partners'
capital (deficit) $ 54,083,844 $ 55,556,172
============ ============
See accompanying notes to consolidated financial statements.
3
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
============================ ============================
Three Months Ended Nine Months Ended
December 31, December 31,
---------------------------- ----------------------------
2004 2003 2004 2003
---------------------------- ----------------------------
Revenues
Rental income $ 2,341,310 $ 2,363,809 $ 7,217,822 $ 7,068,386
Other income 200,845 230,654 579,817 566,087
Interest income 1,791 2,071 6,297 6,355
------------ ------------ ------------ ------------
2,543,946 2,596,534 7,803,936 7,640,828
------------ ------------ ------------ ------------
Expenses
Interest 1,237,706 1,245,076 3,653,655 3,656,249
Depreciation and
amortization 610,285 658,364 1,819,759 1,833,593
Operating and other 232,675 197,813 646,501 589,163
Taxes and
insurance 376,846 278,854 1,124,806 963,686
Repairs and
maintenance 644,203 629,130 1,998,884 1,823,706
General and
administrative 496,139 578,260 1,540,385 1,569,783
Partnership
management fees 59,718 59,718 178,450 178,450
Property
management fees 89,281 102,833 266,658 280,425
------------ ------------ ------------ ------------
3,746,853 3,750,048 11,229,098 10,895,055
------------ ------------ ------------ ------------
Loss before minority
interest (1,202,907) (1,153,514) (3,425,162) (3,254,227)
Minority interest
in income of
local partnerships 253,511 249,093 731,745 718,228
------------ ------------ ------------ ------------
Net loss $ (949,396) $ (904,421) $ (2,693,417) $ (2,535,999)
============ ============ ============ ============
Net loss - limited
partners $ (944,649) $ (899,899) $ (2,679,950) $ (2,523,319)
============ ============ ============ ============
Number of
limited partnership
units outstanding 38,125 38,125 38,125 38,125
============ ============ ============ ============
Net loss per limited
partnership unit $ (24.78) $ (23.60) $ (70.29) $ (66.18)
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
4
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Limited General
Total Partners Partner BUC$
------------ ------------ ------------ ------------
Partners' capital
(deficit) -
April 1, 2004 $ (8,620,662) $ (9,326,280) $ 705,618 38,126
Net loss - Nine
Months ended
December 31, 2004 (2,693,417) (2,679,950) (13,467) 0
------------ ------------ ------------ ------------
Partners' capital
(deficit) -
December 31, 2004 $(11,314,079) $(12,006,230) $ 692,151 38,126
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
5
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
==========================
Nine Months Ended
December 31,
--------------------------
2004 2003
--------------------------
Cash flows from operating activities:
Net loss $(2,693,417) $(2,535,999)
----------- -----------
Adjustments to reconcile net loss
to net cash used in
operating activities:
Depreciation and amortization 1,819,759 1,833,593
Minority interest in loss of
local partnerships (731,745) (718,228)
Increase in cash held in escrow (442,381) (469,414)
Increase in real estate taxes payable 169,032 124,973
Increase in accrued interest payable 358,513 91,876
Increase in other assets (206,152) (164,852)
Decrease in other liabilities (83,942) (217,824)
Increase in partnership management
fees 178,450 178,450
Increase in public funds payable 20,036 126
(Decrease) increase in asset manage-
ment fee (52,507) 23,295
----------- -----------
Total adjustments 1,029,063 681,995
----------- -----------
Net cash used in operating activities (1,664,354) (1,854,004)
----------- -----------
Cash flows from investing activities:
Investment in property (19,192) (38,289)
----------- -----------
Cash flows from financing activities:
Payments of mortgage notes (609,787) (643,237)
Distribution to minority interest 0 (424)
Advances from General Partner 991,663 1,767,088
Advances from local limited partner 0 505,316
6
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(continued)
==========================
Nine Months Ended
December 31,
--------------------------
2004 2003
--------------------------
Increase in due to Local General
Partners and affiliates of Local
Partnerships, General Partner and
its affiliates 1,194,337 734,435
Decrease in due to Local General
Partners and affiliates of Local
Partnerships, General Partner and
its affiliates (212,961) 0
----------- -----------
Net cash provided by
financing activities 1,363,252 2,363,178
----------- -----------
Net (decrease) increase in cash and
cash equivalents (320,294) 470,885
Cash and cash equivalents at
beginning of period 1,216,053 1,344,954
----------- -----------
Cash and cash equivalents at
end of period $ 895,759 $ 1,815,839
=========== ===========
Supplemental disclosure of
cash flow information:
Non-cash financing activity:
Interest paid $ 3,295,142 $ 3,564,373
=========== ===========
See accompanying notes to consolidated financial statements.
7
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Patriot Tax Credit
Properties L.P. ("the Partnership") and 8 subsidiary partnerships
("subsidiaries", "subsidiary partnerships" or "Local Partnerships") in which the
Partnership is a limited partner. Through the rights of the Partnership and/or
an affiliate of a General Partner, which affiliate has a contractual obligation
to act on behalf of the Partnership, to remove the general partner of the Local
Partnerships and to approve certain major operating and financial decisions, the
Partnership has a controlling financial interest in the Local Partnerships.
The Partnership's fiscal quarter ends December 31. All subsidiaries have fiscal
quarters ending September 30 in order to allow adequate time for the
subsidiaries' financial statements to be prepared and consolidated. Accounts of
the subsidiaries have been adjusted for intercompany transactions from October 1
through December 31. Occupancy rates are as of September 30, 2004.
All intercompany accounts and transactions have been eliminated in
consolidation.
The books and records of the Partnership are maintained on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America. In the opinion of the General Partner of the
Partnership, the accompanying unaudited financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the financial position of the Partnership as of December 31,
2004, the results of operations for the three and nine months ended December 31,
2004 and 2003 and cash flows for the nine months ended December 31, 2004 and
2003. However, the operating results and cash flows for the nine months ended
December 31, 2004 may not be indicative of the results for the year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted or condensed. These condensed
financial statements should be read in conjunction with the financial statements
8
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
(Unaudited)
and notes thereto included in the Partnership's Annual Report on Form 10-K for
the year ended March 31, 2004.
Note 2 - Related Parties
The General Partner and its affiliates have performed and will continue to
perform services for the Partnership which include, but are not limited to:
accounting and financial management; registrar, transfer and assignment
functions; asset management; investor communications; and printing and other
administrative services. The General Partner and its affiliates receive
Partnership management fees and reimbursements for general and administrative
costs incurred in connection with these services, the amount of which is limited
by the provisions of the Partnership Agreement. The costs and expenses incurred
to the General Partner were:
Three Months Ended Nine Months Ended
December 31, December 31,
------------------- -------------------
2004 2004 2004 2003
------------------- -------------------
Partnership Manage-
ment fees (a) $ 59,718 $ 59,718 $178,450 $178,450
Property Management
fees 28,998 25,962 83,994 80,721
Local administrative
fees 5,062 5,062 15,187 15,187
General and
administrative 36,790 16,953 93,454 63,298
Interest (b) 168,190 133,330 452,727 374,672
-------- -------- -------- --------
$298,758 $241,025 $823,812 $712,328
======== ======== ======== ========
(a) A Partnership management fee for managing the affairs of the Partnership
equal to 0.375% of invested assets is payable from operations and reserves to
the General Partner and its affiliates. Partnership management fees owed to the
General Partner amounting to approximately $1,079,000 and $901,000 were accrued
and unpaid as of December 31, 2004 and March 31, 2004, respectively.
As of December 31, 2004, the properties owned by six of the Local Partnerships
are managed by a local general partner ("Local General Partner") or its
9
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
(Unaudited)
affiliates and one Local Partnership is managed by an affiliate of the General
Partner and Local General Partner.
(b) During the nine months ended December 31, 2004, the General Partner and its
affiliates advanced $1,137,642 to the Partnership and as of December 31, 2004
and March 31, 2004, total advances outstanding are $11,328,296 and $10,190,654,
respectively. The advances are unsecured, bear interest at prime +2% and are due
on demand.
Without the General Partner's continued allowance of accrual without payment of
certain fees, expense reimbursements and advances the Partnership will not be in
a position to meet its financial obligations. The General Partner and its
affiliates have agreed to support the Partnership's operating expenses for the
foreseeable future.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership invested in eight Local Partnerships that are owners of
affordable multi-family residential complexes. The Local Partnerships are
operated in accordance with the rules and regulations of Section 42 of the
Internal Revenue Code in order to protect the housing tax credits authorized
thereby (the "Tax Credits"). The Partnership's primary source of funds is rental
revenues, which is fully utilized at the property level. As of December 31,
2004, there was approximately $73,000 in working capital reserves available to
fund Partnership level expenses. The Partnership is dependent upon the support
of the General Partner and certain of its affiliates in order to meet its
obligations at the Partnership level. The General Partner and these affiliates
have agreed to continue such support for the foreseeable future. Without the
General Partner's continued allowance of accrual without payment of certain
fees, expense reimbursements and advances the Partnership will not be in a
position to meet its obligations.
For the nine months ended December 31, 2004, cash and cash equivalents of the
Partnership and its eight Local Partnerships decreased approximately $320,000.
The decrease is attributable to cash used in operating activities ($1,664,000),
investment in property ($19,000) and payments of mortgage notes ($610,000) which
exceeded advances from General Partner ($992,000) and a net increase in due to
Local General Partners and affiliates of Local Partnerships, General Partner and
its affiliates ($981,000). Included in adjustments to reconcile the net loss to
net cash used in operating activities is depreciation and amortization of
approximately $1,820,000.
Management is not aware of any trends or events, commitments or uncertainties
which have not otherwise been disclosed that will or are likely to impact
liquidity in a material way. Management believes the only impact would be from
laws that have not yet been adopted. The portfolio is diversified by the
location of the properties around the United States so that if one area of the
country is experiencing downturns in the economy, the remaining properties in
the portfolio may be experiencing upswings. However, the geographic
diversification of the portfolio may not protect against a general downturn in
the national economy. The Partnership has fully invested the proceeds of its
offering in eight Local Partnerships, all of which fully have their Tax Credits
in place. The Tax Credits are attached to the property for a period of ten
years, and are transferable with the property during the remainder of such
ten-year period. If trends in the real estate market warranted a sale of a
property, the remaining Tax Credits would transfer to the new owner, thereby
11
adding value to the property on the market. However, such value declines each
year and is not included in the financial statement carrying amount.
Summer Creek Villas Local Partnership ("Summer Creek Villas")
- -------------------------------------------------------------
Summer Creek Villas has experienced lower than expected economic occupancy
levels over the course of the last several years, which has resulted in
recurring losses from operations and has adversely affected the liquidity of
Summer Creek Villas. Despite an increase in rent levels during 2004 and 2003,
Summer Creek Villas' operations are impeded by its inability to raise rents
sufficiently to pay for its operating and debt costs. Summer Creek Villas has
been unable to obtain maximum rents as potential residents are restricted based
on county median income levels, which limit the maximum income that a
prospective resident can earn. Summer Creek Villas has been obligated, since
1996, to repay significant amounts of principal on its mortgage.
Effective January 1, 1999, Summer Creek Villas entered into a funding agreement
with Palm Beach Investor, L.P. (the Class C limited partner) which provided for
a series of loans to be made to Summer Creek Villas in each of the years 1999,
2000 and 2001, in amounts not to exceed $2,000,000 in the aggregate. On
September 9, 2002, Summer Creek Villas entered into a second funding agreement
with the Class C limited partner which provides for a second series of loans to
Summer Creek Villas in each of the years 2002, 2003 and 2004, in amounts not to
exceed $1,500,000 in the aggregate. Although no formal agreements have been
reached with the other partners, additional loans from the Partnership (which is
the Class A limited partner) are expected to be obtained in accordance with the
loans to be provided under the funding agreement. Loans made through December
31, 2004 to fund operating deficits total $12,913,656 and are comprised of
$9,413,656 from the Partnership (which was eliminated in consolidation) and
$3,500,000 from the Class C limited partner.
Summer Creek Villas' ability to continue its operations is dependent upon
management achieving the plans described in the Form 10-K and above. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Any adjustments would be
limited solely to Summer Creek Villas' financial statements.
RMB Limited Partnership ("Hubbard's Ridge")
- -------------------------------------------
Hubbard's Ridge has experienced a decline in occupancy over the last year due to
a decline in general economic conditions. Hubbard's Ridge is located in an area
where there have been business closures as well as declines in most segments of
the economy. At the same time, the residential housing market in the area is
over built, with a new 1100 unit complex built nearby last year. As such,
12
reduced rents and concessions are being offered throughout the market to attract
renters. Hubbard's Ridge intends to stay competitive with the market and has
lowered rents, but occupancy has not rebounded. Hubbard's Ridge expects
occupancy to rebound over the next 12 months if its marketing strategies are
successful. The accompanying consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Critical Accounting Policies
- ----------------------------
In preparing the consolidated financial statements, management has made
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates. Set forth below is a summary of the accounting policies
that management believes are critical to the preparation of the consolidated
financial statements. The summary should be read in conjunction with the more
complete discussion of the Partnership's accounting policies included in Note 2
to the consolidated financial statements in the annual report on Form 10-K for
the year ended March 31, 2004.
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).
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
13
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
- ---------------------
Results of operations for the Local Partnerships consolidated herein are for the
three and nine month periods ended December 31, 2004. Information disclosed
below with respect to each Local Partnership is consistent with this method of
presentation.
Rental income decreased approximately $22,000 and increased approximately
$149,000 for the three and nine months ended December 31, 2004 as compared to
the corresponding periods in 2003. The decrease for the three months ended
December 31, 2004 is primarily due to a decrease in occupancy at two Local
Partnerships while the increase for the nine months ended December 31, 2004 is
primarily due to an increase in rental rates at the other Local Partnerships.
Other income decreased approximately $30,000 for the three months ended December
31, 2004 as compared to the corresponding period in 2003, primarily due to a fee
adjustment to reverse late fee charges in the prior year at one Local
Partnership during the three months ended December 31, 2004.
Total expenses, excluding operating and other, taxes and insurance, general and
administrative and property management fees, remained fairly consistent with a
decrease of approximately 2% and an increase of approximately 2% for the three
and nine months ended December 31, 2004 as compared to the corresponding periods
in 2003.
Operating and other increased approximately $35,000 and $57,000 for the three
and nine months ended December 31, 2004 as compared to the corresponding periods
in 2003, primarily due to increases in water and sewer costs at one Local
Partnership and an increase in electricity for vacant units at a second Local
Partnership.
Taxes and insurance increased approximately $98,000 and $161,000 for the three
and nine months ended December 31, 2004 as compared to the corresponding periods
in 2003, primarily due to an increase in real estate taxes in the current year
at one Local Partnership and an increase in property insurance at a second and
third Local Partnership.
General and administrative decreased approximately $82,000 for the three months
ended December 31, 2004 as compared to the corresponding period in 2003,
primarily due to a decrease in temporary labor, worker's compensation and office
salaries during the three months ended December 31, 2004 at one Local
Partnership.
14
Property management fees decreased approximately $14,000 for both the three and
nine months ended December 31, 2004 as compared to the corresponding periods in
2003, primarily due to an incentive management fee taken at one Local
Partnership in the prior year.
Property Information
- --------------------
Occupancies at the properties were as follows:
September 30,
-------------------
2004 2003
-------------------
Property
Hubbard's Ridge 78% 85%
Cutler Canal II 97 99
Diamond Street 92 96
Papillion Heights 92 83
Hill Top Homes 87 70
Summer Creek Villas 94 89
Brookland Park Plaza 95 92
Compton Townhouses 97 92
(Occupancies are calculated by dividing occupied units by total available
units.)
The Partnership holds a 66.5% interest in Summer Creek Villas, a 98% interest in
Hubbard's Ridge, Hill Top Homes and Compton Townhouses and a 98.99% interest in
Cutler Canal II, Diamond Street, Papillion Heights and Brookland Park Plaza.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Partnership does not have any market risk sensitive instruments.
15
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------
a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Chief Executive Officer
and Chief Financial Officer of RCC Partners 96, L.L.C., the general partner of
Patriot Tax Credit Plus L.P. (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.
(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 - None
Item 2. Unregistered Sales of Equity 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
Description:
(3.1) The Partnership's Agreement of Limited Partnership as adopted
on May 3, 1989 and Amendments thereto dated May 25, 1989 and June 21, 1989 (1)
(3.2) Amendment Number 1 to Prudential-Bache Tax Credit Properties
L.P. Amended and Restated Agreement of Limited Partnership, dated October 1,
1997 (3)
(3.3) Form of Amended and Restated Agreement of Limited Partnership
(included in Prospectus as Exhibit A) (2)
(3.4) Certificate of Limited Partnership as filed on May 3, 1989 and
Amendments thereto dated May 25, 1989 and June 21, 1989 (1)
(3.5) Amendment to Certificate of Limited Partnership dated
October 1, 1997 (3)
(10.1) Form of Purchase and Sale Agreement pertaining to the
Partnership's Acquisition of Local Partnership Interests (2)
(10.2) Form of Amended and Restated Agreement of Local Limited
Partnership of Local Partnerships (2)
(31.1) Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
(32.1) Certification Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and
Section 1350 of Title 18 of the United States Code (18 U.S.C. 1350).
17
(1) Filed as an exhibit to Pre-Effective Amendment No. 1 to
Form S-11 Registration Statement (No. 33-28571) (the "Registration Statement")
and incorporated herein by reference.
(2) Filed as an exhibit to Pre-Effective Amendment No. 2 to
Form S-11 Registration Statement and incorporated herein by reference.
(3) Filed as an exhibit to Registrant's Current Report on
Form 8-K dated October 1, 1997 and incorporated herein by reference.
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PATRIOT TAX CREDIT PROPERTIES L.P.
(Registrant)
By: RCC PARTNERS 96, L.L.C.,
General Partner
Date: February 1, 2005
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Member, President and
Chief Executive and
Financial Officer
Date: February 1, 2005
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps
Treasurer and
Chief Accounting Officer
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE
13a-14(a) OR RULE 15d-14(a)
I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of RCC
Partners 96 L.L.C. (the "General Partner"), the General Partner of Patriot Tax
Credit Plus L.P. (the "Partnership"), hereby certify that:
1) I have reviewed this quarterly report on Form 10-Q for the period
ending December 31, 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 December 31, 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: February 1, 2005
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By: /s/ Alan P. Hirmes
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Alan P. Hirmes
Chief Executive Officer and
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
RULE 13a-14(b) OR RULE 15d-14(b) AND
SECTION 1350
OF TITLE 18 OF THE UNITED STATES
CODE (18 U.S.C. 1350)
In connection with the Quarterly Report of Independence Tax Credit Plus L.P. III
(the "Partnership") on Form 10-Q for the period ending December 31, 2003 as
filed with the Securities and Exchange Commission ("SEC") on the date hereof
(the "Report"), I, Alan P. Hirmes, Chief Executive Officer and Chief Financial
Officer of Related Independence Associates III Inc. a general partner of Related
Independence Associates III L.P., the general partner of the Partnership,
certify, pursuant to 18 U.S.C. 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
Chief Executive Officer and
Chief Financial Officer
February 1, 2005