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EX-32.1 - SECTION 1350 CFO CERTIFICATION - INDEPENDENCE TAX CREDIT PLUS LP IVexhibit32-1.htm
EX-32.2 - SECTION 1350 CEO CERTIFICATION - INDEPENDENCE TAX CREDIT PLUS LP IVexhibit32-2.htm
EX-31.2 - CEO CERTIFICATION - INDEPENDENCE TAX CREDIT PLUS LP IVexhibit31-2.htm
EX-31.1 - CFO CERTIFICATION - INDEPENDENCE TAX CREDIT PLUS LP IVexhibit31-1.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
______________
 
FORM 10-Q
 
______________
(Mark One)

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2010

OR

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
 
to
 


Commission File Number 0-17015


INDEPENDENCE TAX CREDIT PLUS L.P. IV
(Exact name of registrant as specified in its charter)


Delaware
 
13-3809869
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
625 Madison Avenue, New York, New York
 
10022
(Address of principal executive offices)
 
(Zip Code)

(212) 317-5700
Registrant’s telephone number, including area code
 
 
(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.  þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  o Yes    o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o
 
Accelerated filer  o
 
Non-accelerated filer  o  (Do not check if a smaller reporting company)
 
 
Smaller reporting company  þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes   þ No

 
 

 
 
 

 
 

 
PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements.

INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
 
 

   
December 31,
2010
   
March 31,
2010
 
             
             
ASSETS
           
 
Operating assets
           
Property and equipment - (at cost, net of accumulated depreciation of $18,415,279 and $22,949,541, respectively)
  $ 14,170,351     $ 18,938,097  
Cash and cash equivalents
    1,455,931       1,176,371  
Cash held in escrow
    1,886,474       2,053,883  
Deferred costs (net of accumulated amortization of $594,295 and $723,892, respectively)
    468,700       314,520  
Due from local general partners and affiliates (Note 3)
    0       415,917  
Other assets
    407,532       368,261  
 
Total operating assets
    18,388,988       23,267,049  
 
Assets of discontinued operations (Note 7)
               
Property and equipment held for sale, net of accumulated depreciation of $5,355,102 and $0, respectively
    3,967,290       0  
Other assets related to discontinued operations
    851,051       0  
Total discontinued assets
    4,818,341       0  
 
Total assets
  $ 23,207,329     $ 23,267,049  
 
LIABILITIES AND PARTNERS’ DEFICIT
               
 
Operating liabilities
               
Mortgage notes payable
  $ 19,077,499     $ 24,703,113  
Accounts payable and other liabilities
    481,702       554,586  
Accrued interest payable
    2,545,615       6,474,837  
Security deposit payable
    258,759       308,937  
Due to local general partners and affiliates (Note 3)
    1,813,452       1,760,553  
Due to general partners and affiliates (Note 3)
    2,494,485       2,470,084  
 
Total operating liabilities
    26,671,512       36,272,110  
 
Liabilities of discontinued operations (Note 7)
               
Mortgage notes payable of assets held for sale
    6,813,956       0  
Other liabilities related to discontinued operations
    3,835,981       0  
Total discontinued liabilities
    10,649,937       0  
 
Total liabilities
    37,321,449       36,272,110  
 
Commitments and contingencies (Note 8)
               
 
Partners’ capital (deficit)
               
Limited partners – 45,844 Beneficial Assignment Certificates (“BACs”) issued and outstanding
    (14,829,416 )     (13,728,173 )
General partners
    (556,444 )     (545,320 )
 
Independence Tax Credit Plus L.P. IV total
    (15,385,860 )     (14,273,493 )
 
Noncontrolling interests
    1,271,740       1,268,432  
 
Total partners’ capital
    (14,114,120 )     (13,005,061 )
 
Total liabilities and partners’ capital
  $ 23,207,329     $ 23,267,049  
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
 
 
 
 
- 2 -

 
 
 
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)




     
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
     
2010
    2009*    
2010
    2009*  
                                 
Operations:
                               
 
Revenues
                               
Rental income
    $ 1,057,154     $ 1,028,013     $ 3,175,615     $ 3,134,665  
Other
      98,539       40,766       149,008       161,686  
 
Total revenues
      1,155,693       1,068,779       3,324,623       3,296,351  
 
Expenses
                                 
General and administrative
      310,419       286,029       934,669       913,276  
General and administrative-related parties (Note 3)
      147,462       177,323       485,781       501,436  
Repairs and maintenance
      190,361       210,912       531,194       577,402  
Operating and other
      190,515       159,223       533,136       526,951  
Real estate taxes
      21,849       29,955       84,183       91,713  
Insurance
      46,546       49,474       138,510       151,039  
Interest
      248,367       257,748       748,513       774,800  
Depreciation and amortization
      204,934       326,278       624,850       1,016,587  
 
Total expenses from operations
      1,360,453       1,496,942       4,080,836       4,553,204  
 
Loss from operations
      (204,760 )     (428,163 )     (756,213 )     (1,256,853 )
Loss from discontinued operations
      (114,922 )     (124,400 )     (342,013 )     (404,539 )
 
Net loss
      (319,682 )     (552,563 )     (1,098,226 )     (1,661,392 )
 
Net income attributable to noncontrolling interests from operations
      (2,868 )     (2,458 )     (14,516 )     (10,017 )
Net loss attributable to noncontrolling interests from discontinued operations
      127       135       375       441  
 
Net income attributable to noncontrolling interests
      (2,741 )     (2,323 )     (14,141 )     (9,576 )
 
Net loss attributable to Independence Tax Credit Plus L.P. IV
    $ (322,423 )   $ (554,886 )   $ (1,112,367 )   $ (1,670,968 )
 
Loss from operations – limited partners
      (205,552 )     (426,315 )     (763,022 )     (1254,201 )
Loss from discontinued operations – limited partners
      (113,647 )     (123,022 )     (338,221 )     (400,057 )
 
Net loss – limited partners
    $ (319,199 )   $ (549,337 )   $ (1,101,243 )   $ (1,654,258 )
 
Number of BACs outstanding
      45,844       45,844       45,844       45,844  
 
Loss from operations per weighted average BAC
    $ (4.48 )   $ (9.30 )   $ (16.64 )   $ (27.36 )
Loss from discontinued operations per weighted average BAC
      (2.48 )     (2.68 )     (7.38 )     (8.72 )
 
Net loss per weighted average BAC
    $ (6.96 )   $ (11.98 )   $ (24.02 )   $ (36.08 )

 
*   Reclassified for comparative purposes.
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
 
 
 
- 3 -

 
 
 
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Condensed Consolidated Statement of Changes in Partners’ Capital (Deficit)
(Unaudited)




   
Independence Tax Credit Plus L.P. IV
       
   
Total
   

Limited
Partners
   
General
Partner
   
Noncontrolling
Interests
 
 
 
Partners’ capital (deficit) – April 1, 2010
  $ (13,005,061 )   $ (13,728,173 )   $ (545,320 )   $ 1,268,432  
 
Net (loss) income
    (1,098,226 )     (1,101,243 )     (11,124 )     14,141  
 
Distributions
    (10,833 )     0       0       (10,833 )
 
Partners’ capital (deficit) – December 31, 2010
  $ (14,114,120 )   $ (14,829,416 )   $ (556,444 )   $ 1,271,740  
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
 
 
 
 
 
 
- 4 -

 
 
 
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)




   
Nine Months Ended
December 31,
 
   
2010
   
2009
 
             
Cash flows from operating activities:
           
Net loss
  $ (1,098,226 )   $ (1,661,392 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
               
Depreciation and amortization
    838,590       1,289,188  
(Increase) decrease in cash held in escrow
    (28,957 )     253,182  
Increase in other assets
    (163,080 )     (36,393 )
Increase in accounts payable
    12,703       111,286  
(Decrease) increase in accrued interest payable
    (297,504 )     507,982  
Increase in security deposit payable
    2,772       419  
Increase in due from general partner and affiliates
    (23,068 )     (21,913 )
Decrease in due to local general partners and affiliates
    (49,596 )     (95,302 )
Increase in due to general partner and affiliates
    90,127       240,076  
 
Total adjustments
    381,987       2,248,525  
 
Net cash (used in) provided by operating activities
    (716,239 )     587,133  
 
Cash flows from investing activities:
               
Increase in cash held in escrow
    (39,283 )     (14,827 )
Acquisition of property and equipment
    (20,384 )     -  
Net repayments from local general partners and affiliates
    102,495       782  
 
Net cash provided by (used in) investing activities
    42,828       (14,045 )
 
Cash flows from financing activities:
               
Repayments of mortgage notes
    (1,861,658 )     (334,672 )
Proceeds from mortgage notes
    3,050,000       -  
Increase in deferred costs
    (180,557 )     -  
Distributions to noncontrolling interests
    (10,833 )     (209,175 )
 
Net cash provided by (used in) financing activities
    996,952       (543,847 )
 
Net increase in cash and cash equivalents
    323,541       29,241  
Cash and cash equivalents at beginning of period
    1,176,371       1,221,135  
Cash and cash equivalents at end of period*
  $ 1,499,912     $ 1,250,376  
 
*   Cash and cash equivalents at end of period, includes cash and cash equivalents from discontinued operations of $43,981 and $0, respectively.
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
 
 
 
 
- 5 -

 
 
 
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
December 31, 2010
(Unaudited)
 

NOTE 1 – General
 
The condensed consolidated financial statements, as of December 31, 2010, include the accounts of Independence Tax Credit Plus L.P. IV (the “Partnership”) and twelve other limited partnerships (“subsidiary partnerships”, “subsidiaries” or “Local Partnerships”) owning affordable apartment complexes (“Properties”) that are eligible for the low-income housing tax credits.  Some of the Properties may also be eligible for the historic rehabilitation tax credits.  The general partner of the Partnership is Related Independence L.L.C., a Delaware limited liability company (the “General Partner”), which is managed by an affiliate of Centerline Holding Company (“Centerline”), the ultimate parent of the manager of the general partner of 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 (“Local General Partners”) and to approve certain major operating and financial decisions, the Partnership has a controlling financial interest in the subsidiary partnerships.  The Partnership is currently in the process of developing a plan to dispose of all its investments.
 
For financial reporting purposes, the Partnership’s third fiscal quarter ends December 31.  The third quarter for all subsidiaries ends September 30.  Accounts of the subsidiaries have been adjusted for intercompany transactions from October 1 through December 31.  The Partnership’s fiscal quarter ends three months after the subsidiaries in order to allow adequate time for the subsidiaries’ financial statements to be prepared and consolidated.
 
All intercompany accounts and transactions with the subsidiary partnerships have been eliminated in consolidation.
 
In accordance with FASB Accounting Standards Codification (“ASC”) Topic 810, Noncontrolling Interests in Consolidated Financial Statements (“ASC 810”), income attributable to noncontrolling interests amounted to approximately $3,000 and $2,000 and $14,000 and $10,000 for the three and nine months ended December 31, 2010 and 2009, respectively.  The Partnership’s investment in each subsidiary is equal to the respective subsidiary’s partners’ equity less noncontrolling interest capital, if any.
 
Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted or condensed. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2010.
 
The books and records of the Partnership are maintained on the accrual basis of accounting in accordance with GAAP.  In the opinion of the General Partner of the Partnership, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of the Partnership as of December 31, 2010, the results of its operations for the three and nine months ended December 31, 2010 and 2009 and its cash flows for the nine months ended December 31, 2010 and 2009.  However, the operating results and cash flows for the nine months ended December 31, 2010 may not be indicative of the results for the entire year.
 
Property and Equipment/Valuation of Long-Lived Assets
 
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 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 determination of asset impairment is a two-step process.  First, management estimates amounts recoverable through future operations and sale of the property on an undiscounted basis.  If such estimates are below depreciated cost, property investments are reduced to estimated fair value (using estimated future discounted net cash flows) when the property is considered to be impaired and the depreciated cost exceeds estimated fair value.
 
At the time management commits to a plan to dispose of assets, said assets are adjusted to the lower of carrying amount or fair value less costs to sell. These assets are classified as property and equipment-held for sale and are not depreciated. There are two assets classified as property and equipment-held for sale at December 31, 2010 (see Note 6).
 
Use of Estimates
 
The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Estimates are adjusted to reflect actual experience when necessary.  Significant accounting estimates reflected in the Partnership’s unaudited condensed consolidated financial statements include revenue recognition, fair value of financial instruments, and the useful lives of property and equipment.
 
 
 
 
 
 
- 6 -

 
 
 
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
December 31, 2010
(Unaudited)
 

Revenue Recognition
 
Rental income is earned under standard residential operating leases and is typically due the first day of each month, but can vary by property due to the terms of the tenant leases.  Rental income is recognized when earned and charged to tenants’ accounts receivable if not received by the due date.  Rental payments received in advance of the due date are deferred until earned.  Rental subsidies are recognized as rental income during the month in which it is earned.
 
Other revenues are recorded when earned and consist of the following items:  Interest income earned on cash and cash equivalent balances and cash held in escrow balances, income from forfeited security deposits, late charges, laundry and vending income and other rental related items.
 
Income Taxes
 
The Partnership is not a tax paying entity for income tax purposes and, accordingly, no provision has been made for income taxes.  The Partnership may be subject to state and local taxes in jurisdictions in which it operates.
 
 
NOTE 2 – Liquidity
 
At December 31, 2010, the Partnership’s liabilities exceeded assets by $14,114,120 and for the nine months ended December 31, 2010 incurred a net loss of $1,098,226.  While these factors raise substantial doubt about the Partnership’s ability to continue as a going concern, there are mitigating factors. As discussed in Note 3, partnership management fees of approximately $2,068,000 will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all other Partnership liabilities have been made other than those owed to the General Partner and its affiliates.  As such, the General Partner cannot demand payment of these deferred fees beyond the Partnership’s ability to pay them.
 
All of the mortgage payable balance of $25,891,455 and the accrued interest payable balance of $6,177,333 is of a nonrecourse nature and secured by the respective properties.  The Partnership is currently in the process of developing a plan to dispose of all of its investments.  Historically, the mortgage notes and accrued interest thereon have been assumed by the buyer in instances of sales of the Partnership’s interest or have been paid off from sales proceeds in instances of sales of the property.  In most instances when the Partnership’s interest was sold and liabilities were assumed, the Partnership recognized a gain from the sale.  The Partnership owns the limited partner interest in all its investments, and as such, has no financial responsibility to fund operating losses incurred by the Local Partnerships.  The maximum loss the Partnership would incur is its net investment in the respective Local Partnerships and the potential recapture of Tax Credits if the investment is lost before the expiration of the Compliance Period.  Dispositions of any investment in a Local Partnership should not impact the future results of liquidity and financial condition of the Partnership.
 
The Partnership has working capital reserves of approximately $381,000 at December 31, 2010.  Such amount is considered sufficient to cover the Partnership’s day to day operating expenses, excluding fees to the General Partner, for at least the next year.  The Partnership’s operating expenses, excluding the Local Partnerships’ expenses and related party expenses, amounted to approximately $26,000 and $89,000 for the three and nine months ended December 31, 2010.
 
Management believes the above mitigating factors enable the Partnership to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
NOTE 3 – Related Party Transactions
 
Pursuant to the Partnership Agreement and the Local Partnership Agreements, the General Partner, the Local General Partners and their respective affiliates receive their pro-rata share of profits, losses and tax credits.
 
A)
Guarantees
 
The Partnership had negotiated Operating Deficit Guaranty Agreements with the Local Partnerships whereby the Local General Partners of such Local Partnerships and/or their affiliates agreed to fund operating deficits for a specified period of time. The terms of the Operating Deficit Guaranty Agreements vary for each of these Local Partnerships, with maximum dollar amounts to be funded for a specified period of time, generally three years, commencing on the break-even date. As of December 31, 2010 and 2009, Operating Deficit Guarantees aggregate approximately $123,000 and $123,000, respectively.  Amounts funded under such agreements will be treated as non-interest bearing loans, which will be paid only out of 50% of available cash flow or out of available net sale or refinancing proceeds.  As of December 31, 2010 and 2009, there has been no funding under the Operating Deficit Guaranty Agreements.
 
 
 
 
 
 
- 7 -

 
 
 
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
December 31, 2010
(Unaudited)
 

B)
Related Party Expenses
 
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 from operations for the three and nine months ended December 31, 2010 and 2009 were as follows:
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
    2009*     2010     2009*  
 
Partnership management fees (a)
  $ 72,425     $ 73,500     $ 221,925     $ 223,000  
Expense reimbursement (b)
    12,926       46,837       90,476       119,391  
Local administrative fee (c)
    8,500       8,250       25,500       24,750  
 
Total general and administrative-General Partners
    93,851       128,587       337,901       367,141  
Property management fees incurred to affiliates of the subsidiary partnerships’ general partners
    53,611       48,736       147,880       134,295  
 
Total general and administrative-related parties
  $ 147,462     $ 177,323     $ 485,781     $ 501,436  
 
*   Reclassified for comparative purposes.
 

 
The costs incurred to related parties from discontinued operations for the three and nine months ended December 31, 2010 and 2009 were as follows:
 
   
Three Months Ended
December 31
   
Nine Months Ended
December 31,
 
   
2010
    2009*     2010     2009*  
 
Local administrative fee (c)
  $ 1,250     $ 1,250     $ 3,750     $ 3,750  
 
Total general and administrative-related parties
  $ 1,250     $ 1,250     $ 3,750     $ 3,750  
 
*   Reclassified for comparative purposes.
 

 
(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 are accrued without interest and will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all Partnership liabilities have been made other than those owed to the General Partner and its affiliates.  Partnership management fees owed to the General Partner amounting to approximately $2,068,000 and $1,847,000 were accrued and unpaid as of December 31, 2010 and March 31, 2010, respectively.  Current year partnership management fees may be paid out of operating reserves or refinancing and sales proceeds.  However, the General Partner cannot demand payment of the deferred fees beyond the Partnership’s ability to pay them.
 
(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.  Expense reimbursements and asset monitoring fees owed to the General Partner and its affiliates amounting to approximately $32,000 and $86,000 were accrued and unpaid as of December 31, 2010 and March 31, 2010, respectively.  The General Partner does not intend to demand payment of the deferred payables beyond the Partnership’s ability to pay them.  The Partnership anticipates that these will be paid from working capital reserves or future sales proceeds.
 
(c)
Independence SLP IV 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.  Local administrative fees owed to Independence SLP IV L.P. amounting to $204,000 and $279,000 were accrued and unpaid as of December 31, 2010 and March 31, 2010, respectively.  These fees have been deferred in certain cases and the Partnership anticipates that they will be paid from working capital reserves or future sales proceeds.
 
 
 
 
 
 
- 8 -

 
 
 
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
December 31, 2010
(Unaudited)
 

As of December 31, 2010 and March 31, 2010, the Partnership owed the General Partner and its affiliates approximately $256,000 for advances made by the General Partner and its affiliates to two Local Partnerships.  These advances represent historical amounts loaned in conjunction with the initial capital contributions to the Local Partnerships.  Payments of these advances have been deferred and may be paid out of operating reserves or refinancing and sales proceeds.  The General Partner does not intend to demand payment of the deferred advances beyond the Partnership’s ability pay them.
 
C)
Due to/from Local General Partners and Affiliates
 
The amounts due to Local General Partners and affiliates from operating liabilities consist of the following:
 
   
December 31,
2010
   
March 31,
2010
 
             
Development fee payable
  $ 1,552,470     $ 1,586,284  
Construction costs payable
    50,000       50,000  
Operating advances
    207,756       71,447  
Management and other fees
    3,226       52,822  
 
 
  $ 1,813,452     $ 1,760,553  

 
Due from Local General Partners and affiliates from operating assets consists of the following:
 
   
December 31,
2010
   
March 31,
2010
 
             
Local general partner loan receivable
  $ 0     $ 415,917  

 
Due from Local General Partners and affiliates from discontinued assets consist of the following:
 
   
December 31,
2010
   
March 31,
2010
 
             
Local general partner loan receivable
  $ 438,985     $ 0  

 
NOTE 4 – Fair Value of Financial Instruments
 
The following methods and assumptions were used to estimate the fair value of each class of financial instruments (all of which are held for nontrading purposes) for which it is practicable to estimate that value:
 
Cash and Cash Equivalents and Cash Held in Escrow
The carrying amount approximates fair value.
 
Accounts Payable and Other Liabilities
The carrying amount approximates fair value.
 
Mortgage Notes Payable, Accrued Interest and Interest Rate Swap Agreement
The Partnership has categorized its financial assets and liabilities based upon the fair value hierarchy specified by ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures.  This standard does not require any new fair value measurements, but discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).  This standard provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The following is a brief description of those three levels:
 
Level 1:
Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
Level 2:
Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.  These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
 
Level 3:
Unobservable inputs that reflect the Partnership’s own assumptions.
 
 
 
 
 
 
- 9 -

 
 
 
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
December 31, 2010
(Unaudited)
 

Mortgage Notes Payable and Accrued Interest
The estimated fair value of mortgage notes payable and accrued interest has been determined using available market information or other appropriate valuation methodologies.  However, considerable judgment is required in interpreting market data to develop estimates of fair value.  Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.
 
   
At December 31, 2010
   
At March 31, 2010
 
   
Carrying
Amount
   
Fair Value
   
Carrying
Amount
   
Fair Value
 
 
LIABILITIES:
                       
Mortgage notes and accrued interest
  $ 32,068,788     $ 13,320,447     $ 31,177,950     $ 12,763,485  

 
Fair value for the mortgage notes has been estimated using Level 3 inputs.  Fair value for interest rate swaps has been estimated using Level 2 inputs.
 
At December 31, 2010, the total fair value of the interest rate swap was a liability of approximately $6,000, which has not been reflected in the Partnership’s condensed financial statements due to immateriality.
 
For the mortgage notes, fair value is calculated using present value cash flow models based on a discount rate.  It was determined that the Tender Option Bond market, through which these bonds have been securitized in the past, continued to see a dramatic slowdown with limited liquidity and significantly reduced transaction levels.  To assist in valuing these notes, the Partnership held separate discussions with various third party investment banks who are leaders in the municipal bond business.  The discussions produced assumptions that were based on market conditions as well as the credit quality of the underlying property partnerships, which held the mortgage notes, to determine what discount rates to utilize.
 
Interest Rate Swap Agreement
For the interest rate swap, in the absence of readily determinable fair values, the fair value is estimated by the Partnership with the assistance of valuations obtained from the Bank of Hawaii (the “Bank”), at which the swap transaction is held.  The interest rate swap is valued based on the Bank’s estimate of the net present value of the expected cash flows from each transaction subject to the interest rate swap using relevant mid-market data inputs and based on the assumption of no unusual market conditions or forced liquidation.  The preceding method described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Partnership believes its valuation method is appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
 
On August 24, 2010, GP Kaneohe Limited Partnership (“Kaneohe”), a subsidiary partnership, entered into an interest rate swap agreement with the Bank as a prerequisite for obtaining refinancing on its original mortgage note payable in the amount of $2,297,000.  The agreement provides a fixed rate of interest on the notional amount, as provided in the agreement, in exchange for the variable rate.  The swap contract became effective September 1, 2010.  The following are the terms under the swap:
 
Fixed swap – notional amount
 
$
3,050,000
 
Fixed rate
   
4.65
%
Variable rate at December 31, 2010
   
3.75
%
Termination date
September 1, 2015
 

 
Pursuant to ASC Topic 815-10, Derivative Instruments (“ASC 815-10”), derivative instruments not meeting the criteria for hedge accounting (or for which an entity elects not to apply hedge accounting to the derivative in the event that the criteria are met) are recorded at fair value with any change in fair value reflected in the statement of operations in the period of change.
 
Due to General Partner and Affiliates and Due to/from Local General Partners and Affiliates
Management believes it is not practical to estimate the fair value of due to General Partner and affiliates and due to/from Local General Partners and affiliates because market information on such unique obligations are not currently available.
 
 
NOTE 5 – Sale of Properties
 
The Partnership is currently in the process of developing a plan to dispose of all its investments.  It is anticipated that this process will continue to take a number of years.  As of December 31, 2010, the Partnership’s limited partnership interest in one Local Partnership and the property and the related assets and liabilities of one Local Partnership have been sold.  In addition, as of December 31, 2010, the Partnership has entered into an agreement to sell its limited partnership interests in two Local Partnerships (see Note 6).  There can be no assurance as to when the Partnership will dispose of its remaining investments or the amount of proceeds which may be received.  However, based on the historical operating results of the Local Partnerships and the current economic conditions, including changes in tax laws, it is unlikely that the proceeds from such sales received by the Partnership will be sufficient to return to the BACs holders their original investments.  All gains and losses on sales are included in discontinued operations.
 
 
 
 
- 10 -

 
 
 
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
December 31, 2010
(Unaudited)
 

NOTE 6 – Assets Held for Sale
 
On August 23, 2010, the Partnership entered into an assignment and assumption agreement to sell its limited partnership interest in Figueroa Senior Housing Limited Partnership (“Figueroa”) to an unaffiliated third party purchaser for the sale price of $10,000. The sale is expected to occur in 2011.  As of September 30, 2010, Figueroa had property and equipment, with a carrying value of approximately $1,970,000 and mortgage debt of approximately $2,950,000 and accrued interest of approximately $1,529,000.  In addition, the Partnership has a call right to repurchase the interest following its sale for $1.
 
On August 23, 2010, the Partnership entered into an assignment and assumption agreement to sell its limited partnership interest in NNPHI Senior Housing Limited Partnership (“Normandie”) to an unaffiliated third party purchaser for a sales price of $20,000.  The sale is expected to occur in 2011.  As of September 30, 2010, Normandie had property and equipment with a carrying value of approximately $1,732,000, mortgage debt of approximately $3,864,000 and accrued interest of approximately $2,103,000.  In addition, the Partnership has a call right to repurchase the interest following its sale for $1.
 
 
NOTE 7 – Discontinued Operations
 
The following table summarizes the financial position of the Local Partnerships that are classified as discontinued operations because the respective Local Partnerships were classified as assets held for sale.  As of December 31, 2010, Figueroa and Normandie were classified as discontinued operations on the consolidated balance sheets.  As of March 31, 2010, there were no assets classified as discontinued operations on the consolidated balance sheets.
 
Consolidated Balance Sheets:
 
   
December 31,
2010
 
March 31,
2010*
 
 
Assets
         
Property and equipment – less accumulated depreciation of $5,355,102 and $5,141,719, respectively
  $ 3,967,290   $ 4,180,673  
Cash and cash equivalents
    43,981     62,339  
Cash held in escrow
    235,649     207,106  
Due from Local General Partners and affiliates (Note 3)
    438,985     411,985  
Deferred costs, net of accumulated amortization of $147,347 and $146,990, respectively
    8,627     8,984  
Other assets
    123,809     111,140  
Total assets
  $ 4,818,341   $ 4,982,227  
 
Liabilities
             
Mortgage notes payable
  $ 6,813,956   $ 6,829,719  
Accounts payable
    85,587     98,141  
Accrued interest payable
    3,631,718     3,427,835  
Security deposit payable
    52,950     50,389  
Due to general partners and affiliates
    65,726     65,726  
Total liabilities
  $ 10,649,937   $ 10,471,810  
 
*   The balances as of March 31, 2010 above have been presented for comparative purposes and are not classified separately on the balance sheet as discontinued operations.
 

 
 
 
 
 
 
 
 
- 11 -

 
 
 
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
December 31, 2010
(Unaudited)
 

The following table summarizes the results of operations of the Local Partnerships that are classified as discontinued operations.  For the three and nine months ended December 31, 2010, Figueroa and Normandie, which were classified as assets held for sale, were classified as discontinued operations in the consolidated financial statements.  For the three and nine months ended December 31, 2009, Figueroa and Normandie, in order to present comparable results to the three months ended December 31, 2010, were classified as discontinued operations in the consolidated financial statements.
 
Consolidated Statements of Discontinued Operations:
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
    2009* *   2010     2009*  
 
Revenues
                             
 
Rental income
  $ 197,686     $ 191,274     $ 581,894     $ 569,432  
Other
    630       181       1,301       799  
 
Total revenue
    198,316       191,455       583,195       570,231  
 
Expenses
                               
General and administrative
    100,582       60,160       236,549       198,190  
General and administrative-related parties (Note 3)
    1,250       1,250       3,750       3,750  
Repairs and maintenance
    11,141       41,098       95,377       130,714  
Operating and other
    28,708       22,161       68,466       59,699  
Real estate taxes
    0       1,000       4,620       5,620  
Insurance
    9,356       9,392       36,956       37,246  
Interest
    91,466       89,927       265,750       266,950  
Depreciation and amortization
    70,735       90,867       213,740       272,601  
 
Total expenses
    313,238       315,855       925,208       974,770  
 
Loss from discontinued operations
    (114,922 )     (124,400 )     (342,013 )     (404,539 )
 
Noncontrolling interest in loss of subsidiaries from discontinued operations
    127       135       375       441  
 
Loss from discontinues operations – Independence Tax Credit Plus IV
  $ (114,795 )   $ (124,265 )   $ (341,638 )   $ (404,098 )
 
Loss from discontinued operations – limited partners
  $ (113,647 )   $ (123,022 )   $ (338,221 )   $ (400,057 )
 
Number of BACs outstanding
    45,844       45,844       45,844       45,844  
 
Loss from discontinued operations per weighted average BAC
  $ (2.48 )   $ (2.68 )   $ (7.38 )   $ (8.72 )

 
Cash Flows from Discontinued Operations:
 
   
Nine Months Ended
December 31,
 
   
2010
    2009*  
 
Net cash provided by operating activities
  $ 77,095     $ 28,801  
 
Net cash (used in) provided by investing activities
  $ (79,690 )   $ 3,363  
 
Net cash used in financing activities
  $ (15,763 )   $ (14,570 )
 
*   Reclassified for comparative purposes.
 
 
 
 
 
 

 
 
- 12 -

 
 
 
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
December 31, 2010
(Unaudited)
 

NOTE 8 – Commitments and Contingencies
 
There have been no material changes and/or additions to the disclosures regarding the subsidiary partnerships which were included in the Partnership’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010.
 
a)
Property Management Fees
 
The Local Partnerships have entered into management agreements with ten managing agents to manage the Partnership's twelve properties.  Of these, six managing agents are affiliates of the Local General Partner for six properties.  The base management fee percentage ranges between 5% and 10% of all rents collected, and the management agreement for one of the properties (GP Kaneohe Limited Partnership) provides for a monthly payment of $2,024. Property management fees incurred by the Local Partnerships amounted to $85,539 and $83,960 and $251,966 and $248,317 for the three and nine months ended December 31, 2010 and 2009, respectively.  Of these fees, $53,611 and $48,736 and $147,880 and $134,295 were incurred to the Local General Partners for the three and nine months ended December 31, 2010 and 2009, respectively.
 
b)
Other
 
The Partnership is subject to risks incident to potential losses arising from the management and ownership of real estate. The Partnership can also be affected by poor economic conditions generally; however no more than 25% of the properties are located in any single state. The properties are concentrated in New Jersey (25%), Kentucky (17%) and California (17%). There are also substantial risks associated with owning properties receiving government assistance, for example the possibility that Congress may not appropriate funds to enable the U.S. Department of Housing and Urban Development (“HUD”) to make rental assistance payments. HUD also restricts annual cash distributions to partners based on operating results and a percentage of the owners’ equity contribution.  As of December 31, 2010, there were three Local Partnerships subsidized by HUD.  The Partnership cannot sell or substantially liquidate its investments in subsidiary partnerships during the period that the subsidy agreements are in existence without HUD’s approval. Furthermore there may not be market demand for apartments at full market rents when the rental assistance contract expires.
 
The Partnership and BACs holders began to recognize Tax Credits with respect to a Property when the Credit Period for such Property commenced.  As of December 31, 2009, all the Local Partnerships had completed their Credit Periods.  However, each Local Partnership must continue to comply with the Tax Credit requirements until the end of the fifteen year compliance period (“Compliance Period”) in order to avoid recapture of the Tax Credits.  The Compliance Periods will continue through December 31, 2014 with respect to the remaining Properties depending upon when the Compliance Period commenced.
 
Except as described above, 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 affected. However, the geographic diversification of the portfolio may not protect against a general downturn in the national economy.
 
 
 
 
 
 
 
- 13 -

 
 
 
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Liquidity and Capital Resources
 
The Partnership originally invested approximately $37,555,000 (not including acquisition fees of approximately $1,771,000) of net proceeds in fourteen Local Partnerships of which, as of December 31, 2010, approximately $794,000 remains to be paid to the Local Partnerships (including approximately $338,000 being held in escrow) as certain benchmarks, such as occupancy level, must be attained prior to the release of the funds.  During the nine months ended December 31, 2010, payments of approximately $2,000 were made to the Local Partnerships.  The Partnership does not anticipate acquiring additional properties.  During the nine months ended December 31, 2010, the Partnership entered into an agreement to sell its limited partnership interest in two Local Partnerships (see Note 6).
 
Short-Term
 
The Partnership’s primary sources of funds include:  (i) working capital reserves, exclusive of Local Partnerships’ working capital; (ii) interest earned on the working capital reserves; (iii) cash distributions from operations of the Local Partnerships; and (iv) sales and/or refinance proceeds and distributions.  Such funds, although minimal (other than possible sales and/or refinance proceeds and distributions), are available to meet the obligations of the Partnership.  The Partnership does not anticipate providing cash distributions to BACs holders in circumstances other than refinancing or sales.  During the nine months ended December 31, 2010 and 2009, distributions from operations of the Local Partnerships amounted to approximately $2,000 and $0, respectively.  In addition, during the nine months ended December 31, 2010 and 2009, distributions from refinancing proceeds amounted to approximately $518,000 and $0, respectively.
 
For the nine months ended December 31, 2010, cash and cash equivalents of the Partnership and its consolidated Local Partnerships increased approximately $324,000.  This increase was due to proceeds from mortgage notes of approximately $3,050,000 and net payments from local general partners and affiliates of approximately $102,000, which exceeded net cash used in operating activities of approximately $716,000, repayment of mortgage notes of approximately $1,862,000, an increase in deferred costs of approximately $181,000, an increase in cash held in escrow relating to investing activities of approximately $39,000, acquisition of property and equipment of approximately $20,000 and a distribution to noncontrolling interests of approximately $11,000.  Included in the adjustments to reconcile the net loss to net cash used in operating activities is depreciation and amortization in the amount of approximately $839,000.
 
Total expenses from operations for the three and nine months ended December 31, 2010 and 2009, excluding depreciation and amortization, interest and general and administrative-related parties, totaled $759,690 and $735,593 and $2,221,692 and $2,260,381, respectively.
 
Accounts payable from operations totaled $481,702 and $554,586 as of December 31, 2010 and March 31, 2010, respectively.  Accounts payable are short term liabilities which are expected to be paid from operating cash flows, working capital balances at the Local Partnership level, Local General Partner advances and, in certain circumstances, advances from the Partnership.  Accounts payable from discontinued operations totaled $85,587 and $0 as of December 31, 2010 and March 31, 2010, respectively.  Accrued interest payable from operations as of December 31, 2010 and March 31, 2010 was $2,545,615 and $6,474,837, respectively.  Accrued interest payable represents the accrued interest on all mortgage loans, which include primary and secondary loans. Certain secondary loans have provisions such that interest is accrued but not payable until a future date.  Accrued interest payable from discontinued operations totaled $3,631,718 and $0 as of December 31, 2010 and March 31, 2010, respectively.  The Partnership anticipates the payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount and which has been accumulating since the Partnership’s investment in the respective Local Partnership) will be made from future refinancings or sales proceeds of the respective Local Partnerships.  Furthermore, each Local Partnership’s mortgage notes are collateralized by the land and buildings of the respective Local Partnership, and are without further recourse to the Partnership.
 
The Partnership believes it (and the applicable Local Partnerships) has sufficient liquidity and ability to generate cash and to meet existing and known or reasonably likely future cash requirements over both the short and long term not including fees owed to the General Partner.  Assuming the General Partner continues to defer the payment of fees as discussed below and in Note 3 to the Financial Statements, the Partnership believes it has sufficient liquidity and ability to generate cash and to meet existing and known or reasonably likely future cash requirements over both the short and long term.
 
Security deposits payable are offset by cash held in security deposits, which are included in “Cash held in escrow” on the financial statements.
 
At December 31, 2010, there is approximately $381,000 in working capital reserves.  The General Partner believes that these reserves, plus any cash distributions received from the operations of the Local Partnerships, will be sufficient to fund the Partnership’s ongoing operations for the foreseeable future not including fees owed to the General Partner.
 
The Partnership had negotiated Operating Deficit Guaranty Agreements with the Local Partnerships by which the general partners of such Local Partnerships and/or their affiliates agreed to fund operating deficits for a specified period of time. The terms of the Operating Deficit Guaranty Agreements vary for each of these Local Partnerships, with maximum dollar amounts to be funded for a specified period of time, generally three years, commencing on the break-even date.  As of both December 31, 2010 and 2009, the gross amount of the Operating Deficit Guarantees aggregate approximately $123,000 and $123,000, respectively.  As of both December 31, 2010 and 2009, no amounts have been funded under the Operating Deficit Guaranty Agreements.  Amounts funded under such agreements will be treated as non-interest bearing loans, which will be paid only out of 50% of available cash flow or out of available net sale or refinancing proceeds.
 
Long-Term
 
Partnership management fees owed to the General Partner amounting to approximately $2,068,000 and $1,847,000 were accrued and unpaid as of December 31, 2010 and March 31, 2010, respectively, and are included in the line item Due to general partners and affiliates in the consolidated balance sheets.  Unpaid partnership management fees for any year are to be deferred without interest and will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all Partnership liabilities have been made other than to those owed to the General Partner and its affiliates.
 
 
 
 
 
- 14 -

 
 
 
All other payables are expected to be paid, if at all, from working capital reserves.  See Note 3 in Item 1 for further discussion of amounts due to the General Partner and its affiliates.  The General Partner does not anticipate making any future advances of operating funds to any of the Local Partnerships in which the Partnership has invested.  Even if a situation arose where the General Partner and its affiliates needed to but were not able to make operating advances in the future due to lack of funds, the only impact on the Partnership would be that it would lose its investment in that particular Local Partnership.  The Partnership’s ability to continue its operations would not be affected.
 
Based on the foregoing, the Partnership’s liquidity consideration is mitigated by factors as discussed in Note 2 in Item 1.
 
The Local Partnerships are impacted by inflation in several ways.  Inflation allows for increases in rental rates generally to reflect the impact of higher operating and replacement costs. Furthermore, inflation generally does not impact the fixed long-term financing under which real property investments were purchased. Inflation also affects the Local Partnerships adversely by increasing operating costs, such as fuel, utilities, and labor.  Since revenues from sales of assets are driven by market conditions, inflation has little impact on sales.
 
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.  As of December 31, 2009, the Credit Periods have expired.  However, each Local Partnership must continue to comply with the Tax Credit requirements until the end of the Compliance Period in order to avoid recapture of the Tax Credits.  The Compliance Periods expired with respect to the two Properties that have been sold but will continue through December 31, 2014 with respect to the remaining Properties depending upon when the Compliance Period commenced.
 
Off-Balance Sheet Arrangements
 
The Partnership has no off-balance sheet arrangements.
 
Tabular Disclosure of Contractual Obligations
The Partnership disclosed in Item 7 of the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2010, the Partnership’s commitments to make future payments under its debt agreements and other contractual obligations.  There are no material changes to such disclosure or amounts as of December 31, 2010.
 
Critical Accounting Policies and Estimates
 
In preparing the unaudited condensed 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 in Note 1 in Item 1 is the summary of the accounting policies that management believes are critical to the preparation of the condensed consolidated financial statements. The summary should be read in conjunction with the more complete discussion of the Partnership’s accounting policies included in Item 8, Note 2 to the consolidated financial statements which are included in the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2010.
 
Results of Operations
 
The results of operations for the three and nine months ended December 31, 2010 and 2009 continued to be primarily in the form of rental income with corresponding expenses divided among operations, depreciation and mortgage interest.  The following discussion excludes the Partnership’s results of its discontinued operations, which are not reflected below.
 
Rental income increased approximately 3% and 1% for the three and nine months ended December 31, 2010 as compared to the corresponding periods in 2009, primarily due to an increase in tenant assistance payments and rental rates at four Local Partnerships partially offset by an increase in vacancies at two other Local Partnerships.
 
Other income increased approximately $58,000 for the three months ended December 31, 2010 as compared to the corresponding period in 2009, primarily due to a settlement received from a class action suit at one Local Partnership and an increase in other income at a second Local Partnership.
 
Total expenses, excluding general and administrative-related parties, operating and depreciation and amortization remained fairly consistent, with a decrease of approximately 2% and 3% for the three and nine months ended December 31, 2010 as compared to the corresponding periods in 2009.
 
General and administrative-related parties expenses decreased approximately $30,000 for the three months ended December 31, 2010 as compared to the corresponding period in 2009, primarily due to a decrease in expense reimbursements at the Partnership level.
 
Operating expenses increased approximately $31,000 for the three months ended December 31, 2010 as compared to the corresponding period in 2009, primarily due to an overall increase in utility costs at several Local Partnerships.
 
Depreciation and amortization decreased approximately $121,000 and $392,000 for the three and nine months ended December 31, 2010 as compared to the corresponding periods in 2009, primarily due to the reduction in carrying amounts relating to impairment of assets recorded during the year ended March 31, 2010 at four Local Partnerships.
 
Item 3.  Quantitative and Qualitative Disclosures about Market Risk.
 
The Partnership has mortgage notes that are payable in aggregate monthly installments including principal and interest at rates varying from 0% to 8.46% per annum. The Partnership does not believe there is a material risk associated with the various interest rates associated with the mortgage notes as the majority of the Local Partnership mortgage notes have fixed rates.  The Partnership disclosed in Item 8, Note 3 to the consolidated financial statements in the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2010, as well as in Item 2, the fair value of the mortgage notes payable.  There are no material changes to such disclosure amounts as of December 31, 2010.
 
 
 
 
 
 
- 15 -

 
 
 
The Partnership’s investment as a limited partner in the Local Partnerships is subject to the risks of potential losses arising from management and ownership of improved real estate. The Partnership’s investments also could be adversely affected by poor economic conditions generally, which could increase vacancy levels and rental payment defaults and by increased operating expenses, any or all of which could threaten the financial viability of one or more of the Local Partnerships.
 
There also are substantial risks associated with the operation of Apartment Complexes receiving government assistance. These include governmental regulations concerning tenant eligibility, which may make it more difficult to rent apartments in the Apartment Complexes; difficulties in obtaining government approval for rent increases; limitations on the percentage of income which low and moderate income tenants may pay as rent; the possibility that Congress may not appropriate funds to enable HUD to make the rental assistance payments it has contracted to make; and that when the rental assistance contracts expire there may not be market demand for apartments at full market rents in a Local Partnership’s Apartment Complex.
 
The Local Partnerships are impacted by inflation in several ways. Inflation allows for increases in rental rates generally to reflect the impact of higher operating and replacement costs. Furthermore, inflation generally does not impact the fixed long-term financing under which real property investments were purchased.  Inflation also affects the Local Partnerships adversely by increasing operating costs, for example, for such items as fuel, utilities and labor.  However, continued inflation may result in appreciated values of the Local Partnership’s apartment complexes over a period of time as rental revenues and replacement costs continue to increase.
 
The Partnership does not have any other 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 L.L.C, the general partner of the Partnership, have 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 officers have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.
 
(b)           Changes in Internal Controls over Financial Reporting.  During the period ended December 31, 2010, there were no changes in the Partnership’s internal control over financial reporting 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 1A.
Risk Factors. – No changes
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds. – None
   
Item 3.
Defaults upon Senior Securities. – None
   
Item 4.
(Removed and Reserved)
   
Item 5.
Other Information. – None
   
Item 6.
Exhibits.
     
 
(4)
Form of Amended and Restated Agreement of Limited Partnership of the Partnership (attached to the Prospectus as Exhibit A)*
     
 
(10A)
Form of Subscription Agreement (attached to the Prospectus as Exhibit B)*
     
 
(10B)
Form of Escrow Agreement between the Partnership and the Escrow Agent**
     
 
(10C)
Form of Purchase and Sales Agreement pertaining to the Partnership’s acquisition of Local Partnership Interests**
     
 
(10D)
Form of Amended and Restated Agreement of Limited Partnership of Local Partnerships**
     
 
(31.1)+
     
 
(31.2)+
     
 
(32.1)+
     
 
(32.2)+
     
 
*
Incorporated herein by reference to the final Prospectus as filed pursuant to Rule 424 under the Securities Act of 1933.
     
 
**
Filed as an exhibit to the Registration Statement on Form S-11 of the Partnership (File No. 33-89968) and incorporated herein by reference thereto.
     
 
+
Filed herewith.
 
 
 
 
 
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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. IV
(Registrant)



     
By:
RELATED INDEPENDENCE L.L.C.,
       
a General Partner
             
             
             
Date:
February 11, 2011
     
By:
/s/ Robert A. Pace
 
           
Robert A. Pace
 
           
Chief Financial Officer and Principal Accounting Officer
               
               
               
Date:
February 11, 2011
     
By:
/s/ Andrew J. Weil
 
           
Andrew J. Weil
 
           
President and Chief Executive Officer

 
 
 
 
 
 
 
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