UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2004
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
Commission File Number 33-37704-03
INDEPENDENCE TAX CREDIT PLUS L.P. II
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3646846
- ------------------------------- -------------------
(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. II
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
============ ============
December 31, March 31,
2004 2004
------------ ------------
ASSETS
Property and equipment at cost,
net of accumulated depreciation
of $32,705,192 and $30,145,898,
respectively $ 76,954,845 $ 79,455,298
Cash and cash equivalents 2,288,832 716,058
Cash held in escrow 3,203,020 3,041,671
Deferred costs, net of accumulated
amortization of $195,000 and
$184,082, respectively 200,112 211,030
Other assets 655,528 592,765
------------ ------------
Total assets $ 83,302,337 $ 84,016,822
============ ============
2
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(continued)
============ ============
December 31, March 31,
2004 2004
------------ ------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 58,256,800 $ 57,109,969
Accounts payable and other
liabilities 1,265,594 1,208,552
Accrued interest 14,826,171 13,698,965
Due to local general partners and
affiliates 1,640,681 1,754,760
Due to general partner and
affiliates 4,739,801 4,220,695
------------ ------------
Total liabilities 80,729,047 77,992,941
------------ ------------
Minority interest (460,082) (451,294)
------------ ------------
Commitments and contingencies (Note 3)
Partners' capital (deficit):
Limited partners (58,928 BACs
issued and outstanding) 3,526,988 6,934,373
General partner (493,616) (459,198)
------------ ------------
Total partners' capital (deficit) 3,033,372 6,475,175
------------ ------------
Total liabilities and partners'
capital (deficit) $ 83,302,337 $ 84,016,822
============ ============
See accompanying notes to consolidated financial statements.
3
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
============================ ============================
Three Months Ended Nine Months Ended
December 31, December 31,
---------------------------- ----------------------------
2004 2003 2004 2003
---------------------------- ----------------------------
Revenues
Rental income $ 2,370,249 $ 2,274,211 $ 7,052,589 $ 6,819,913
Other income 46,704 55,126 133,867 142,384
------------ ------------ ------------ ------------
Total revenues 2,416,953 2,329,337 7,186,456 6,962,297
------------ ------------ ------------ ------------
Expenses
General and
administrative 533,813 569,150 1,741,919 1,713,752
General and
administrative-
related parties
(Note 2) 248,130 250,732 753,428 746,885
Repairs and
maintenance 566,921 529,536 1,599,551 1,663,989
Operating 271,613 237,059 895,229 793,302
Taxes 190,984 178,159 554,490 583,640
Insurance 177,378 134,176 546,365 482,455
Financial 867,209 844,483 1,975,853 1,860,184
Depreciation
and amortization 858,052 893,357 2,570,212 2,602,220
------------ ------------ ------------ ------------
Total expenses 3,714,100 3,636,652 10,637,047 10,401,427
------------ ------------ ------------ ------------
Loss before
minority interest (1,297,147) (1,307,315) (3,450,591) (3,439,130)
Minority interest
in loss of subsidiary
partnerships 2,620 3,592 8,788 10,962
------------ ------------ ------------ ------------
Net loss $ (1,294,527) $ (1,303,723) $ (3,441,803) $ (3,428,168)
============ ============ ============ ============
Net loss-limited
partners $ (1,281,582) $ (1,290,685) $ (3,407,385) $ (3,393,886)
============ ============ ============ ============
Number of BACs
outstanding 58,928 58,928 58,928 58,928
============ ============ ============ ============
Net loss per BAC $ (21.75) $ (21.90) $ (57.82) $ (57.59)
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
4
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Statement of Changes in
Partners' Capital (Deficit)
(Unaudited)
=============================================
Limited General
Total Partners Partner
---------------------------------------------
Partners' capital
(deficit) -
April 1, 2004 $ 6,475,175 $ 6,934,373 $ (459,198)
Net loss (3,441,803) (3,407,385) (34,418)
----------- ----------- -----------
Partners' capital
(deficit) -
December 31, 2004 $ 3,033,372 $ 3,526,988 $ (493,616)
=========== =========== ===========
See accompanying notes to consolidated financial statements.
5
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Decrease) Increase in Cash and Cash Equivalents
(Unaudited)
============================
Nine Months Ended
December 31,
----------------------------
2004 2003
----------------------------
Cash flows from operating activities:
Net loss $(3,441,803) $(3,428,168)
----------- -----------
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization 2,570,212 2,602,220
Minority interest in loss of subsidiaries (8,788) (10,962)
(Increase) decrease in cash held in escrow (100,893) 18,118
(Increase) decrease in other assets (62,763) 82,898
Increase in accounts payable
and other liabilities 57,042 4,233
Increase in accrued interest 1,127,206 969,142
Increase in due to local general
partners and affiliates 14,530 32,501
Decrease in due to local general
partners and affiliates (47,973) (14,429)
Increase in due to
general partner and affiliates 519,106 481,138
----------- -----------
Total adjustments 4,067,679 4,164,859
----------- -----------
Net cash provided by operating
activities 625,876 736,691
----------- -----------
Cash flows from investing activities:
Improvements to property and
equipment (58,841) (223,275)
Increase in cash held
in escrow (60,456) (205,789)
Increase in due to local general
partners and affiliates 0 11,355
Decrease in due to local general
partners and affiliates (75,000) (63,925)
----------- -----------
Net cash used in investing activities (194,297) (481,634)
----------- -----------
6
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Decrease) Increase in Cash and Cash Equivalents
(Unaudited)
(continued)
============================
Nine Months Ended
December 31,
----------------------------
2004 2003
----------------------------
Cash flows from financing activities:
Principal payments of mortgage notes (410,780) (401,322)
Proceeds from refinancing of mortgage
notes 1,557,611 0
Decrease in due to local general
partner and affiliates (5,636) (71,616)
Decrease in capitalization of consoli-
dated subsidiaries attributable to
minority interest 0 (51,170)
----------- -----------
Net cash used in financing activities 1,141,195 (524,108)
----------- -----------
Net increase (decrease) in cash and
cash equivalents 1,572,774 (269,051)
Cash and cash equivalents at
beginning of period 716,058 992,367
----------- -----------
Cash and cash equivalents at
end of period $ 2,288,832 $ 723,316
=========== ===========
See accompanying notes to consolidated financial statements.
7
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2004
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Independence Tax
Credit Plus L.P. II (the "Partnership") and 15 other limited partnerships
("subsidiary partnerships", "subsidiaries" or "Local Partnerships") owning
leveraged apartment complexes that are eligible for the low-income housing tax
credit. The general partner of the Partnership is Related Independence
Associates 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 subsidiary partnerships and to approve certain
major operating and financial decisions, the Partnership has a controlling
financial interest in the subsidiary partnerships.
For financial reporting purposes, the Partnership's fiscal quarter ends December
31. The Partnership's fiscal quarter ends December 31 in order to allow adequate
time for the subsidiary partnerships financial statements to be prepared and
consolidated. All subsidiaries have fiscal quarters ending September 30.
Accounts of the subsidiary partnerships have been adjusted for intercompany
transactions from October 1 through December 31.
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 partnership have been charged to the Partnership.
Such losses aggregated approximately $8,000 and $8,000 and $20,000 and $18,000
for the three and nine months ended December 31, 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. Losses
attributable to minority interests which exceed the minority interests'
investment in a subsidiary partnership have been charged to the Partnership. In
consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.
8
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2004
(Unaudited)
Rental income is recognized as rent becomes due and charged to tenants accounts
receivable if not received by the due date. Rental income is typically due the
first day of each month, but can vary by property due to the terms of each
tenants' lease. Rental payments received in advance of the due date are deferred
until earned. Rental subsidiaries are recognized as rental income during the
month in which it is received and applied. The related rental subsidy programs
have expiration dates that terminate upon total disbursement of the assistance
obligation.
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
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 December 31, 2004, the results of operations for the three and
nine months ended December 31, 2004 and 2003 and its cash flows for the nine
months ended December 31, 2004 and 2003, respectively. However, the operating
results for the nine months ended December 31, 2004 may not be indicative of the
results for the year.
9
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2004
(Unaudited)
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 and nine months ended
December 31, 2004 and 2003 were as follows:
Three Months Ended Nine Months Ended
December 31, December 31,
--------------------- ---------------------
2004 2003 2004 2003
--------------------- ---------------------
Partnership management
fees (a) $136,500 $136,500 $409,500 $409,500
Expense reimbursement (b) 29,324 31,036 93,585 87,085
Local administrative fee (c) 8,000 8,000 26,000 24,000
-------- -------- -------- --------
Total general and admini-
strative-General Partner 173,824 175,536 529,085 520,585
-------- -------- -------- --------
Property management fees
incurred to affiliates of
the subsidiary partner-
ships' general partners (d) 74,306 75,196 224,343 226,300
-------- -------- -------- --------
Total general and admini-
strative-related parties $248,130 $250,732 $753,428 $746,885
======== ======== ======== ========
(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 from working capital reserves or to the extent of available funds after
the Partnership has made distributions to the limited partners of sale or
refinancing proceeds equal to their original capital contributions plus a 10%
priority return thereon (to the extent not theretofore paid out of cash flow).
Partnership management fees owed to the General Partner amounting to
approximately $3,748,000 and $3,339,000 were accrued and unpaid as of December
31, 2004 and March 31, 2004, respectively. Without the General Partner's
advances and continued accrual without payment of certain fees and expense
reimbursements, the Partnership will not be in a position to meet its
10
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2004
(Unaudited)
obligations. The General Partner has continued to advance and allow the accrual
without payment of these amounts but is under no obligation to continue to do so
(see Note 2).
(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 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 the Local Partnerships amounted to
$171,983 and $147,213 and $514,240 and $493,095 for the three and nine months
ended December 31, 2004 and 2003, respectively. Of these fees, $74,306 and
$75,196 and $224,343 and $226,300 were incurred to affiliates of the subsidiary
partnerships' general partners.
Note 3 - Commitments and Contingencies
a) Mortgage Notes Payable
Derby Run Associates, L.P. ("Derby Run")
- ----------------------------------------
On December 27, 2004, Derby Run refinanced its existing mortgage indebtedness in
the amount of $4,549,914. The new mortgage in the amount of $6,900,000 bears
interest at the rate of 5.10% annum and matures on January 1, 2012. Financing
costs of approximately $123,000 were incurred, and a replacement reserve of
approximately $52,000 and mortgage insurance and tax reserve of approximately
$42,000 were established. The Partnership received a distribution from the
refinancing of this mortgage note during the third quarter ended December 31,
2004 of approximately $1,558,000.
11
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2004
(Unaudited)
b) Subsidiary Partnerships-Other
Clear Horizons Limited Partnership
- ----------------------------------
At September 30, 2004, Clear Horizons Limited Partnership ("Clear Horizons")
current liabilities exceeded its current assets by $118,850. Although this
condition could raise substantial doubt about Clear Horizons' cash flows, such
doubt is alleviated as follows:
1. Included in current liabilities at September 30, 2004 is $230,616 owed to
related parties who have advised Clear Horizons that they do not intend to
pursue collection beyond Clear Horizons' ability to pay.
2. The Local General Partner of Clear Horizons has agreed to fund operating
deficits up to $250,000.
Accordingly, management believes that Clear Horizons has the ability to meet its
financial obligations for at least one year from September 30, 2004.
12
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 include working capital reserves,
interest earned on working capital reserves and distributions received from the
Local Partnerships. However, none of these sources provides a material amount of
funds.
As of December 31, 2004, the Partnership has invested all of its net proceeds in
fifteen Local Partnerships. Approximately $282,000 of the purchase price remains
to be paid to the Local Partnerships (including approximately $24,000 being held
in escrow at the Partnership level).
For the nine months ended December 31, 2004, cash and cash equivalents of the
Partnership and its fifteen consolidated Local Partnerships increased
approximately $1,573,000. This increase is due to cash provided by operating
activities ($626,000) and proceeds from refinancing of mortgage notes
($1,557,611) which exceeded improvements to property and equipment ($59,000), an
increase in cash held in escrow relating to investing activities ($60,000), a
net decrease in due to local general partners and affiliates relating to
investing and financing activities ($81,000) and principal payments of mortgage
notes ($411,000). Included in the adjustments to reconcile the net loss to net
cash provided by operating activities is depreciation and amortization
($2,570,000).
At December 31, 2004, there was approximately $1,483,000 in the working capital
reserves at the Partnership level. For the nine months ended December 31, 2004,
the Partnership received a cash distribution of approximately $1,558,000 from
the refinancing of a mortgage note at one Local Partnership (see Note 3).
Management anticipates receiving additional distributions in the future,
although not to a level sufficient to permit providing cash distributions to the
BACs holders. These distributions, if any, as well as the working capital
reserves referred to above and the deferral of fees by the General Partner
referred to below, will be used to meet the operating expenses of the
Partnership.
Partnership management fees owed to the General Partner amounting to
approximately $3,748,000 and $3,339,000 were accrued and unpaid as of December
31, 2004 and March 31, 2004, respectively. Without the General Partner's
advances and 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 to advance and allow the accrual
without payment of these amounts but is under no obligation to continue to do so
(see Note 2).
13
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 Local Partnerships, the
resolution of the existing contingencies is not anticipated to impact future
results of operations, liquidity or financial condition in a material way.
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 fully invested the proceeds of its
offering in fifteen 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 the General Partner determined that a sale of the
Partnership's investment in a property is warranted, 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
- ----------------------------
The preparation of consolidated financial statements requires management to make
estimates and assumptions. These estimates and assumptions affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates. The following is a summary of certain
accounting estimates considered critical by the Partnership. 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 of 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, construction period interest
and any other costs incurred in acquiring the properties. The cost of property
14
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
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 and nine months ended
December 31, 2004 and 2003 consisted primarily of the results of the
Partnership's investment in fifteen 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 approximately 4% and 3% for the three and nine months
ended December 31, 2004 as compared to the corresponding periods in 2003,
primarily due to rental rate increases.
Total expenses, excluding operating and insurance, remained fairly consistent,
with a decrease of less than 1% and an increase of approximately 1% for the
three and nine months ended December 31, 2004 as compared to the corresponding
periods in 2003.
Operating expense increased approximately $35,000 and $102,000 for the three and
nine months ended December 31, 2004 as compared to the corresponding periods in
2003, primarily due to increased gas usage and costs at two Local Partnerships,
increased electric costs at a third Local Partnership and increased water costs
at a fourth Local Partnership.
15
Insurance expense increased approximately $43,000 and $64,000 for the three and
nine months ended December 31, 2004 as compared to the corresponding periods in
2003, primarily due to an increase in 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 Chief Executive
Officer and Chief Financial Officer of Related Independence Associates L.P., the
general partner of the Partnership, has evaluated the effectiveness of the
Partnership's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended ("Exchange Act") as of the end of the period covered by this report.
Based on such evaluation, such officer has concluded that, as of the end of such
period, the Partnership's disclosure controls and procedures are effective.
(b) INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not been any changes
in the Partnership's internal control over financial reporting during the fiscal
quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Partnership's internal control over
financial reporting.
16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Unregistered Sales of Equity 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
(3A) Agreement of Limited Partnership of Independence Tax Credit Plus
L.P. II as adopted on February 11, 1992*
(3B) Form of Amended and Restated Agreement of Limited Partnership of
Independence Tax Credit Plus L.P. II, attached to the Prospectus as Exhibit A**
(3C) Certificate of Limited Partnership of Independence Tax Credit
Plus L.P. II as filed on February 11, 1992*
(10A) Form of Subscription Agreement attached to the Prospectus as
Exhibit B**
(10B) Escrow Agreement between Independence Tax Credit Plus L.P. II
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)
17
** 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)
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.
INDEPENDENCE TAX CREDIT PLUS L.P. II
------------------------------------
(Registrant)
By: RELATED INDEPENDENCE
ASSOCIATES L.P., General Partner
By: RELATED INDEPENDENCE
ASSOCIATES INC., General Partner
Date: February 8, 2005
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Director and Senior Vice President
(Chief Executive Officer and Chief Financial
Officer)
Date: February 8, 2005
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(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
Related Independence Associates Inc. ("RIAI") the general partner of Related
Independence Associates L.P. the General Partner of Independence Tax Credit Plus
L.P. II (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.
By: /s/ Alan P. Hirmes
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Alan P. Hirmes
Chief Executive Officer and
Chief Financial Officer
February 8, 2005
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. II
(the "Partnership") on Form 10-Q for the period ending December 31, 2004 as
filed with the Securities and Exchange Commission ("SEC") on the date hereof
(the "Report"), I, Alan P. Hirmes, Chief Executive Officer and Chief Financial
Officer of Related Independence Associates Inc. the general partner of Related
Independence Associates L.P., the General Partner of the Partnership, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Partnership.
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 8, 2005