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 June 30, 2015

 

OR

 

¨

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.)
1225 17th Street, Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

 

(303) 927-5000

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). þ 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

 

 

Item 1. Financial Statements.

INDEPENDENCE TAX CREDIT PLUS L.P. IV

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

 

		June 30,				March 31,
		2015				2015
		(Unaudited)				(Audited)
ASSETS
Operating assets
Property and equipment - (at cost, net of accumulated depreciation of $9,281,824 and $11,028,981, respectively)		$	234,984			$	1,089,909
Cash and cash equivalents			1,485,380				706,652
Cash held in escrow			726,033				784,111
Deferred costs (net of accumulated amortization of $224,840 and $223,051, respectively)			132,713				240,291
Due from local general partners and affiliates (Note 2)			-				5,795
Other assets			144,523				245,594
Total assets		$	2,723,633			$	3,072,352
LIABILITIES AND PARTNERS’ (DEFICIT) CAPITAL
Operating liabilities
Mortgage notes payable		$	6,327,765			$	9,475,089
Accounts payable			199,086				201,875
Accrued interest payable			122,060				130,061
Security deposits payable			156,683				169,508
Interest rate swap			-				20,000
Due to local general partners and affiliates (Note 2)			844,108				840,182
Due to general partners and affiliates (Note 2)			581,365				2,544,535
Total liabilities			8,231,067				13,381,250
Commitments and contingencies (Note 6)
Partners’ (deficit) capital
Limited partners (45,844 BACs issued and outstanding)			(6,084,957	)			(10,428,532	)
General partners			(451,564	)			(495,438	)
Independence Tax Credit Plus L.P. IV total			(6,536,521	)			(10,923,970	)
Noncontrolling interests			1,029,087				615,072
Total partners’ (deficit) capital			(5,507,434	)			(10,308,898	)
Total liabilities and partners’ (deficit) capital		$	2,723,633			$	3,072,352

 

See accompanying notes to condensed consolidated financial statements.

 

 

INDEPENDENCE TAX CREDIT PLUS L.P. IV

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

 

		Three Months Ended
		June 30,
		2015				2014*
Revenues
Rental income		$	488,386			$	493,511
Other			22,495				22,146
Total revenues			510,881				515,657
Expenses
General and administrative			206,763				197,487
General and administrative-related parties (Note 2)			85,228				114,061
Repairs and maintenance			147,827				104,213
Operating and other			65,351				74,643
Real estate taxes			25,104				26,519
Insurance			19,896				19,411
Interest			64,348				75,230
Depreciation and amortization			10,974				13,460
Total expenses from operations			625,491				625,024
Loss from operations			(114,610	)			(109,367	)
Income from discontinued operations (including gain on sale of property) (Note 5)			4,988,067				(13,541	)
Net income (loss)			4,873,457				(122,908	)
Net loss attributable to noncontrolling interests from operations			343				42
Net income attributable to noncontrolling interests from discontinued operations			(486,351	)			(644	)
Net income attributable to noncontrolling interests			(486,008	)			(602	)
Net income (loss) attributable to Independence Tax Credit Plus L.P. IV		$	4,387,449			$	(123,510	)
Loss from operations – limited partners			(113,124	)			(108,232	)
Income (loss) from discontinued operations – limited partners			4,456,699				(14,043	)
Net income (loss) – limited partners		$	4,343,575			$	(122,275	)
Number of BACs outstanding			45,844				45,844
Loss from operations per weighted average BAC		$	(2.47	)		$	(2.36	)
Income (loss) from discontinued operations per weighted average BAC			97.21				(0.31	)
Net income (loss) per weighted average BAC		$	94.74			$	(2.67	)

 

* Reclassified for comparative purposes.

 

See accompanying notes to condensed consolidated financial statements.

 

 

INDEPENDENCE TAX CREDIT PLUS L.P. IV

AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Partners’ (Deficit) Capital

(Unaudited)

 

						Limited				General				Noncontrolling
		Total				Partners				Partner				Interests
Partners’ (deficit) capital – April 1, 2015		$	(10,308,898	)		$	(10,428,532	)		$	(495,438	)		$	615,072
Net income			4,873,457				4,343,575				43,874				486,008
Distributions			(71,993	)			-				-				(71,993	)
Partners’ (deficit) capital – June 30, 2015		$	(5,507,434	)		$	(6,084,957	)		$	(451,564	)		$	1,029,087

 

See accompanying notes to condensed consolidated financial statements.

 

 

INDEPENDENCE TAX CREDIT PLUS L.P. IV

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		Three Months Ended
		June 30,
		2015				2014
Cash flows from operating activities:
Net income (loss)		$	4,873,457			$	(122,908	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization			11,032				31,493
Gain on sale of property			(4,876,136	)			-
Change in fair value of rate swap			-				(6,000	)
Changes in assets and liabilities:
Increase in cash held in escrow			(33,258	)			(30,047	)
Decrease in due from local general partners and affiliates			427				-
Increase in other assets			(20,941	)			(1,080	)
Increase in accounts payable			35,567				89,741
Increase in accrued interest payable			5,251				38,361
Increase in security deposit payable			3,471				2,614
Increase in due to local general partners and affiliates			3,921				28,313
(Decrease) increase in due to general partner and affiliates			(1,904,796	)			13,423
Total adjustments			(6,775,462	)			166,818
Net cash (used in) provided by operating activities			(1,902,005	)			43,910
Cash flows from investing activities:
Increase in cash held in escrow			(18,952	)			(24,557	)
Acquisition of property and equipment			(3,548	)			(19,994	)
Proceeds from sale of property			2,824,686				-
Costs paid relating to sale of property			(2,723	)			-
Net repayments to local general partners and affiliates			-				(212,445	)
Net cash provided by (used in) investing activities			2,799,463				(256,996	)
Cash flows from financing activities:
Repayments of mortgage notes			(46,737	)			(49,781	)
Distributions to noncontrolling interests			(71,993	)			(40,933	)
Net cash used in financing activities			(118,730	)			(90,714	)
Net increase (decrease) in cash and cash equivalents			778,728				(303,800	)
Cash and cash equivalents at beginning of period			706,652				1,076,241
Cash and cash equivalents at end of period		$	1,485,380			$	772,441
Summarized below are the components of the gain on sale of property:
Proceeds from sale of property		$	(2,824,686	)		$	-
Costs paid relating to sale of property			2,723
Property and equipment, net of accumulated depreciation			849,230				-
Deferred costs			105,789				-
Other assets			122,012				-
Cash held in escrow			110,288				-
Accounts payable			(38,351	)			-
Mortgage payable			(3,100,587	)			-
Accrued interest			(13,252	)			-
Security deposits			(16,296	)			-
Due to local general partners and affiliates			5,368				-
Due to general partners and affiliates			(58,374	)			-
Interest rate swap			(20,000	)			-

 

See accompanying notes to condensed consolidated financial statements.

 

 

INDEPENDENCE TAX CREDIT PLUS L.P. IV

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited)

NOTE 1 – General

 

The condensed consolidated financial statements, as of June 30, 2015, include the accounts of Independence Tax Credit Plus L.P. IV (the “Partnership”) and five other limited partnerships (“subsidiary partnerships”, “subsidiaries” or “Local Partnerships”) owning affordable apartment complexes (“Properties”) that are eligible for the low-income housing tax credits. As of June 30, 2015, the Partnership has ownership interests in three investments. The general partner of the Partnership is Related Independence L.L.C., a Delaware limited liability company (the “General Partner”). Centerline Holding Company (“Centerline”) was the ultimate parent of Centerline Affordable Housing Advisors LLC (“CAHA”), the sole member of the Manager of the General Partner. On April 15, 2015, Alden Torch Financial LLC, a newly formed Delaware limited company (“ATF”), became the indirect owner of 100% of the equity interests in Centerline. Since April 15, 2015, ATF has been the ultimate parent and indirect owner of 100% of the equity interests in CAHA. 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 each of the subsidiary partnerships (each “Local General Partner”) and to approve certain major operating and financial decisions, the Partnership has a controlling financial interest in the subsidiary partnerships.

 

For financial reporting purposes, the Partnership’s fiscal quarter ends June 30^th. The Local Partnerships’ fiscal quarter ends March 31^st. Accounts of the subsidiaries have been adjusted for intercompany transactions from April 1^st through June 30^th. 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.

 

The net (income) loss attributable to noncontrolling interests amounted to approximately ($486,000) and ($600) for the three months ended June 30, 2015 and 2014, 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, 2015.

 

The books and records of the Partnership are maintained on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. In the opinion of the General Partner of the Partnership, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the condensed consolidated financial position of the Partnership as of June 30, 2015 and the results of their operations and their cash flows for the three months ended June 30, 2015 and 2014. However, the operating results and cash flows for the three months ended June 30, 2015 may not be indicative of the results for the entire year.

 

Recently Issued Accounting Pronouncements

 

In February 2015, the Financial Accounting Standards Board issued (“ASU”) 2015-02, Consolidation (Topic 810): Amendments to the consolidation Analysis. The ASU modifies existing consolidation guidance related to (i) limited partnerships and similar legal entities, (ii) the evaluation of variable interests for fees paid to decision makers or service providers, (iii) the effect of fee arrangements and related parties on the primary beneficiary determination, and (iv) certain investment funds. These changes are expected to limit the number of consolidation models and place more emphasis on risk of loss when determining a controlling financial interest. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2015 and early adoption is permitted. The new guidance will not have an impact on the Partnership’s condensed consolidated financial statements.

 

In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. This standard update provides guidance around management’s responsibility to evaluate whether there is a substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosure. The new guidance is effective for all annual and interim periods ending after December 16, 2016. The new guidance will not have an impact on the Partnership’s condensed consolidated financial statements.

 

In May 14, 2014, FASB and IASB issued a new joint revenue recognition standard that supersedes nearly all US GAAP guidance on revenue recognition. The core principal of the standard is that revenue recognition should depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new standard is effective for the Partnership for the fiscal year beginning April 1, 2018 and the effects of the standard on the Partnership’s condensed consolidated financial statements are not known at this time.

 

Use of Estimates

 

The preparation of condensed 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 dates of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

 

 

INDEPENDENCE TAX CREDIT PLUS L.P. IV

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited)

 

NOTE 2 – Related Party Transactions

 

A)

Related Party Expenses

 

An affiliate of the General Partner has a 0.01% interest as a special limited partner in each of the Local Partnerships.

 

The costs incurred to related parties from operations for the three months ended June 30, 2015 and 2014 were as follows:

 

		Three Months Ended
		June 30,
		2015				2014*
Partnership management fees (a)		$	33,396			$	44,000
Expense reimbursement (b)			27,181				43,219
Local administrative fee (c)			2,644				2,396
Total general and administrative-General Partners			63,221				89,615
Property management fees incurred to affiliates of the subsidiary partnerships’ general partners			22,007				24,446
Total general and administrative-related parties		$	85,228			$	114,061

 

* Reclassified for comparative purposes.

 

The costs incurred to related parties from discontinued operations for the three months ended June 30, 2015 and 2014 were as follows:

 

		Three Months Ended
		June 30,
		2015				2014*
Local administrative fee (c)		$	-			$	3,604
Total general and administrative-General Partner			-				3,604
Property management fees incurred to affiliates of the subsidiary partnerships' general partners			6,072				7,120
Total general and administrative-related parties		$	6,072			$	10,724

 

* 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 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 those owed to the General Partner and its affiliates. Partnership management fees owed to the General Partner amounting to approximately $431,300 and $2,296,000 were accrued and unpaid as of June 30, 2015 and March 31, 2015, 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 $7,000 and $51,000 were accrued and unpaid as of June 30, 2015 and March 31, 2015, 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, if at all, from working capital reserves or future sales proceeds.

 

 

INDEPENDENCE TAX CREDIT PLUS L.P. IV

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited)

 

(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 $142,000 and $197,000 were accrued and unpaid as of June 30, 2015 and March 31, 2015, respectively. These fees have been deferred in certain cases and the Partnership anticipates that they will be paid, if at all, from working capital reserves or future sales proceeds.

 

As of June 30, 2015 and March 31, 2015, the Partnership owed $700 and $1,000, respectively, to the General Partner for expenses it paid on its behalf.

 

B) Due to/from Local General Partners and Affiliates

 

The amounts due to Local General Partners and affiliates from operating liabilities consist of the following:

 

		June 30,				March 31,
		2015				2015
Development fee payable		$	481,597			$	481,597
Consulting fee payable			50,000				50,000
Operating advances			312,511				308,585
		$	844,108			$	840,182

 

Due from Local General Partners and affiliates from operating assets consists of the following:

 

		June 30,				March 31,
		2015				2015
Local general partner loan receivable		$	-			$	5,795

 

NOTE 3– 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 amounts approximate fair value due to their short-term nature.

 

Mortgage Notes Payable, Accrued Interest and Interest Rate Swap Agreement

 

The Partnership has categorized the fair value of financial assets and liabilities based upon the fair value hierarchy specified by ASC Topic 820, Fair Value Measurements (“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.

 

The estimated fair value of mortgage notes payable 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. The following are financial instruments for which the Partnership’s estimate of fair value differs from the carrying amounts:

 

 

INDEPENDENCE TAX CREDIT PLUS L.P. IV

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited)

 

		At June 30, 2015								At March 31, 2015
		Carrying								Carrying
		Amount				Fair Value				Amount				Fair Value
LIABILITIES:
Mortgage notes		$	6,327,765			$	5,230,529			$	9,475,089			$	8,224,499

 

For the mortgage notes, fair value is estimated using Level 3 inputs and calculated using present value cash flow models based on a discount rate. The Partnership has not been active in the tender option bond market, through which these bonds have been securitized in the past. 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.

 

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 obligations is not currently available.

 

NOTE 4 – Sale of Properties

 

The Partnership is currently in the process of developing a plan to dispose of all of its investments. It is anticipated that this process will continue to take a number of years. Through June 30, 2015, the Partnership has sold its limited partnership interest in seven Local Partnerships and the property and the related assets and liabilities of four Local Partnerships have been sold. There can be no assurance as to when the Partnership will dispose of its three 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, it is unlikely that the proceeds from such sales received by the Partnership will be sufficient to return to the limited partners their original investments. All gains and losses on sales are included in discontinued operations.

 

On June 1, 2015, the Partnership sold its limited partnership interest in KSD Village Apartments Phase II, Ltd. (“KSD Village”) to an unaffiliated third party purchaser for a sales price of $1.00. The sale resulted in a gain of approximately $290,000 resulting from the write-off of the deficit basis in the Local Partnership of the same amount at the date of the sale, which was recorded during the quarter ended June 30, 2015.

 

On June 15, 2015, the property and the related assets and liabilities of Kaneohe Limited Partnership (“Kaneohe”) were sold to an unaffiliated third party purchaser for a sales price of $10,100,000. The Partnership received $2,825,000 as a distribution from this sale after the repayment of the mortgages, other liabilities and closing costs of approximately $7,275,000. The sale resulted in a gain of approximately $4,587,000 which was recorded during the quarter ended June 30, 2015.

 

On November 5, 2014, the Partnership sold its limited partnership interest in Figueroa Senior Housing Limited Partnership (“Figueroa”) to an unaffiliated third party purchaser for a sales price of $480,000. The sale resulted in a gain of approximately $4,336,000 resulting from the write-off of the deficit basis in the Local Partnership of the same amount at the date of the sale, which was recorded during the quarter ended December 31, 2014. In addition the sale resulted in a noncash distribution to the Local General Partners of approximately $474,000 as a result of the write off of a receivable from the local General Partner. An adjustment to the gain of approximately $441,000 was recorded during the quarter ended March 31, 2015, resulting in an overall gain of approximately $4,777,000.

 

On November 5, 2014, the Partnership sold its limited partnership interest in NNPHI Senior Housing Limited Partnership (“Normandie”) to an unaffiliated third party purchaser for a sales price of $447,000. The sale resulted in a gain of approximately $6,697,000 resulting from the write-off of the deficit basis in the Local Partnership of the same amount at the date of the sale, which was recorded during the quarter ended December 31, 2014. An adjustment to the gain of approximately $57,000 was recorded during the quarter ended March 31, 2015, resulting in an overall gain of approximately $6,754,000.

 

On October 4, 2013, the property and the related assets and liabilities of Guymon Housing Partners, L.P. (“Guymon”) were sold to an affiliate of the Local General Partner for a sales price of $2,200,000. The Partnership received $188,875 as a distribution from this sale after the repayment of the mortgages, other liabilities, closing costs and distributions to other partners of approximately $2,011,000. The sale resulted in a gain of approximately $166,000 which was recorded during the quarter ended December 31, 2013. An adjustment to the gain of approximately $653,000 was recorded during the quarter ended March 31, 2014. An additional adjustment to the gain of approximately $24,000 was recorded during the quarter ended December 31, 2014 due to a final cash distribution sent to the Partnership from Guymon, resulting in an overall gain of approximately $843,000.

 

 

INDEPENDENCE TAX CREDIT PLUS L.P. IV

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited)

 

NOTE 5 – Discontinued Operations

 

The following table summarizes the results of operations of the Local Partnerships that are classified as discontinued operations. For the three months ended June 30, 2015, KSD Village and Kaneohe, which were sold in June 2015, were classified as discontinued operations in the condensed consolidated financial statements. For the three months ended June 30, 2014, KSD Village and Kaneohe, which were sold in June 2015, Figueroa and Normandie, which were sold during the year ending March 31, 2015 and Guymon, which was sold during the year ended March 31, 2014, in order to present comparable results to the three months ended June 30, 2015, were classified as discontinued operations in the condensed consolidated financial statements.

 

Condensed Consolidated Statements of Discontinued Operations:

 

		Three Months Ended
		June 30,
		2015				2014*
Revenues
Rental income		$	234,121			$	394,929
Other			854				(2,051	)
Gain on sale of property (Note 4)			4,876,136				-
Total revenue			5,111,111				392,878
Expenses
General and administrative			35,232				134,245
General and administrative-related parties (Note 2)			6,072				10,724
Repairs and maintenance			9,811				51,463
Operating and other			27,975				52,553
Real estate taxes			-				3,321
Insurance			7,190				18,115
Interest			36,706				117,965
Depreciation and amortization			58				18,033
Total expenses			123,044				406,419
Income (loss) from discontinued operations			4,988,067				(13,541	)
Noncontrolling interest in income of subsidiaries from discontinued operations			(486,351	)			(644	)
Income (loss) from discontinued operations – Independence Tax Credit Plus IV		$	4,501,716			$	(14,185	)
Income (loss) from discontinued operations – limited partners		$	4,456,699			$	(14,043	)
Number of BACs outstanding			45,844				45,844
Income (loss) from discontinued operations per weighted average BAC		$	97.21			$	(0.31	)

 

* Reclassified for comparative purpose.

 

 

INDEPENDENCE TAX CREDIT PLUS L.P. IV

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited)

 

Cash Flows from Discontinued Operations:

 

		Three Months Ended
		June 30,
		2015				2014*
Net cash provided by (used in) operating activities		$	58,575			$	(7,447	)
Net cash provided by (used in) investing activities		$	102,179			$	(2,245	)
Net cash used in financing activities		$	(193,818	)		$	(23,618	)

 

* Reclassified for comparative purposes.

 

NOTE 6 – Commitments and Contingencies

 

a) Liquidity

 

At June 30, 2015, the Partnership’s liabilities exceeded assets by $5,507,434. This factor raises substantial doubt about the Partnership’s ability to continue as a going concern. As discussed in Note 2, partnership management fees of approximately $431,300 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 $6,327,765 and the accrued interest payable balance of $122,060 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 the Tax Credits if the investment is lost before the expiration of the Compliance Period. Dispositions of any investment in a Local Partnership are not anticipated to impact the future results of liquidity or financial condition of the Partnership.

 

The Partnership has unconsolidated cash reserves of approximately $1,338,000 at June 30, 2015. 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 $45,000 for the three months ended June 30, 2015.

 

Management believes the above mitigating factors enable the Partnership to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

b) Uninsured Cash and Cash Equivalents

 

The Partnership maintains its cash and cash equivalents in various banks. The accounts at each bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per entity per institution. At times, the balances exceed the FDIC insurance limit.

 

c) Cash Distributions

 

Cash distributions from the Local Partnerships to the Partnership are restricted by the provisions of the respective agreements of limited partnership of the Local Partnerships and/or the U.S. Department of Housing and Urban Development.

 

d) Property Management Fees

 

Property management fees incurred by the Local Partnerships amounted to $ 34,396 and $46,491 for the three months ended June 30, 2015 and 2014, respectively. Of these fees, $28,079 and $31,566 were incurred to the Local General Partners for the three months ended June 30, 2015 and 2014, respectively, which include $6,072 and $7,120 of fees relating to discontinued operations for the three months ended June 30, 2015 and 2014, respectively.

 

 

INDEPENDENCE TAX CREDIT PLUS L.P. IV

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited)

 

e) Other

 

The Partnership is subject to risks incidental to potential losses arising from the management and ownership of real estate. The Partnership can also be affected by poor economic conditions generally. Of the remaining five properties (33%) are located in Kentucky with others each located in a different state. 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. 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 (generally ten years from the date of investment or, if later, the date the Property is leased to qualified tenants). Because of the time required for the acquisition, completion and rent-up of Properties, the amount of Tax Credits per BAC gradually increased over the first three years of the Partnership. Tax Credits not recognized in the first three years were recognized in the 11th through 13th years. As of December 31, 2012, 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 Compliance Period in order to avoid recapture of the Tax Credits. The Compliance Periods will continue through December 31, 2017 with respect to the Properties depending upon when the Compliance Period commenced.

 

f) Subsequent Events

 

The Partnership evaluated all subsequent events from the date of the condensed consolidated balance sheet through the issuance date of this report and determined that there were no events or transactions occurring during the subsequent event reporting period which require recognition or disclosure in the condensed consolidated financial statements other than the following:

 

On July 27, 2015 the Partnership sold its limited partnership interest in First African Kanisa Apartments (“First African”) to an affiliate of the Local General Partner for a sales price of $1. The sale is expected to result in a gain of approximately $1,385,000 which will be recognized on the Partnership’s Form 10-Q for the Quarter ending September 30, 2015.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Liquidity and Capital Resources

 

The Partnership originally invested all of its net proceeds in fourteen Local Partnerships of which, approximately $123,000 remains to be paid to the Local Partnerships (including approximately $123,000 being held in escrow). The Partnership is currently in the process of developing a plan to dispose of all its investments. Through June 30, 2015, the Partnership has sold its limited partnership interests in seven Local Partnerships and the property and the related assets and liabilities of four Local Partnerships have been sold. There can be no assurance as to when the Partnership will dispose of its three 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, it is unlikely that the proceeds from such sales received by the Partnership will be sufficient to return to the limited partners their original investments. All gains and losses on sales are included in discontinued operations.

 

Short-Term

 

The Partnership’s primary sources of funds include: (i) working capital reserves; (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. During the three months ended June 30, 2015, and 2014, distributions from operations of the Local Partnerships amounted to approximately $0 and $21,000, respectively. In addition, during the three months ended June 30, 2015, and 2014, distributions to the Partnership from sales proceeds amounted to approximately $2,825,000 and $0, respectively. The Partnership does not anticipate providing cash distributions to BACs holders in circumstances other than refinancing or sales.

 

During the three months ended June 30, 2015, cash and cash equivalents of the Partnership and its consolidated Local Partnerships increased approximately $ 779,000. This increase was due to proceeds from sale of properties, net of closing cost of approximately $2,822,000, which exceeded cash used in operating activities of approximately ($1,902,000), a decrease in cash held in escrow relating to investing activities of approximately ($19,000), repayment of mortgage notes of approximately ($47,000), acquisitions of property and equipment of approximately ($3,000) and distributions to noncontrolling interests of approximately ($72,000). Included in the adjustments to reconcile the net income to net cash (used in) provided by operating activities is depreciation and amortization in the amount of approximately $11,000 and a repayment of asset management fees to the general partner and affiliates of approximately $1,900,000.

 

Total expenses from operations for the three months ended June 30, 2015, and 2014, excluding depreciation and amortization, interest, unrealized change in interest rate swap and general and administrative-related parties, totaled $464,941 and $422,273, respectively.

 

Accounts payable from operations as of June 30, 2015 and March 31, 2015 were $199,086 and $201,875, 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. Accrued interest payable from operations as of June 30, 2015 and March 31, 2015 was $122,060 and $130,061, respectively. Such amount 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. 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 have 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. In addition, 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 maximum loss the Partnership would incur is its net investment in the respective Local Partnership.

 

The Partnership has unconsolidated cash reserves of approximately $1,338,000 at June 30, 2015. 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 fiscal year.

 

At June 30, 2015, the Partnership’s liabilities exceeded assets by $5,507,434 and for the three months ended June 30, 2015, the Partnership had a net income of $4,873,457. However, because 1) the provisions of the secondary loans defer the payment of accrued interest of the respective Local Partnerships and will be made from future refinancing or sales proceeds of the respective Local Partnerships, 2) the General Partner continues to defer the payment of fees as discussed below and in Note 2 to the Financial Statements, and 3) the Partnership has sufficient unconsolidated working capital reserves to cover the Partnership’s day to day operating expenses, the Partnership (and the applicable Local Partnerships) 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.

 

Long-Term

 

Partnership management fees owed to the General Partner amounting to approximately $431,300 and $2,296,000 were accrued and unpaid as of June 30, 2015 and March 31, 2015, 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.

 

All other payables are expected to be paid, if at all, from working capital reserves. See Note 2 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.

 

The Partnership’s liquidity considerations are discussed in Note 6a in Item 1.

 

 

Since the maximum loss the Partnership would be liable for is its net investment in the respective subsidiary partnerships, the resolution of any existing contingencies is not anticipated to impact future liquidity or the financial condition of the Partnership in a material way. However, the Partnership’s loss of its investment in a Local Partnership may result in recapture of Tax Credits if the investment is lost before expiration of the Compliance Period.

 

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. Although 33% of the properties are located in Kentucky the portfolio is otherwise 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 had originally invested the proceeds of its Offering in 14 Local Partnerships, all of which had their Tax Credits fully in place during the Credit Periods. As of December 31, 2012, all the Local Partnerships have completed their Credit Periods. 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 will continue through December 31, 2017 with respect to the Properties depending upon when the Compliance Period commenced.

 

Results of Operations

 

The Partnership’s results of operations for the three months ended June 30, 2015 and 2014, consisted primarily of the results of the Partnership’s investment in Local Partnerships. The following discussion excludes the Partnership’s results of its discontinued operations, which are not reflected below.

 

Rental income decreased approximately 1% for the three months ended June 30, 2015, as compared to the corresponding period ended June 30, 2014, primarily due to a slight decrease in occupancy at its three remaining Local Partnerships.

 

Total expenses, excluding general and administrative, repairs and maintenance, depreciation and amortization and unrealized loss on interest rate swap decreased approximately 10% for the three months ended June 30, 2015, as compared to the corresponding period ended June 30, 2014, primarily due to a decrease in interest expense resulted from the pay down of the first mortgage at one Local Partnership.

 

General and administrative expenses increased approximately $9,000 for the three months ended June 30, 2015, as compared to the corresponding period ended June 30, 2014, primarily due to an increase in salaries and benefits expenses at two Local Partnership, an increase in program management expense at one Local Partnership, and an increase in audit fees and software consulting fees at the Partnership level.

 

General and administrative-related parties’ expenses decreased approximately $29,000 for the three months ended June 30, 2015, as compared to the corresponding period ended June 30, 2014, primarily due to a decrease in partnership management fees and expense reimbursements resulting from the sale of properties at the Partnership level.

 

Repairs and maintenance expense increased approximately $43,000 for the three ended June 30, 2015, as compared to the corresponding period ended June 30, 2014, primarily due to an increase in major repairs expenses and turnover supplies expenses at one Local Partnership.

 

Depreciation and amortization decreased approximately $2,000 for three months ended June 30, 2015, as compared to the corresponding period ended June 30, 2014, primarily due to reduction of the property and equipment as a result of the sale of properties.

 

Off-Balance Sheet Arrangements

 

The Partnership has no off-balance sheet arrangements.

 

Fair Value Measurements

 

See Note 3 in Item 1 for methods and assumptions 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.

 

Critical Accounting Policies and Estimates

 

The preparation of condensed 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 condensed 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 Item 8, Note 2 to the consolidated financial statements in the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2015.

 

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 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 ASC 360, Property, Plant and Equipment. 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 (using the fair market value based on comparative sales) 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 a specific asset, said asset is 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. Property and equipment that are held for sale are included in discontinued operations. There are no assets classified as property and equipment-held for sale as of June 30, 2015.

 

During the three months ended June 30, 2015, the Partnership has not recorded any loss on impairment of assets. Through June 30, 2015, the Partnership has recorded approximately $35,686,000 as an aggregate loss on impairment of property.

 

Revenue Recognition

 

Rental income is earned primarily 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 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’s year end is December 31.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

(a)   Evaluation of Disclosure Controls and Procedures. The President (Principal 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 June 30, 2015, 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.

 

 

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.	Mine Safety Disclosures. – None
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)+	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
	(31.2)+	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
	(32.1)+	Certification Pursuant to Section 1350 of Title 18 of the United States Code (18 U.S.C. 1350)
	(32.2)+	Certification Pursuant to Section 1350 of Title 18 of the United States Code (18 U.S.C. 1350)
	101+	The following items from this Quarterly Report on Form 10-Q formatted in Extensible Business Reporting Language:
		(i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statement of Operations (unaudited), (iii) Consolidated Statement of Changes in Partner's (Deficit) Capital (unaudited), (iv) Consolidated Statement of Cash Flows (unaudited), and (v) Notes to the Consolidated Financial Statements.
	*	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.

 

 

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.,
		General Partner
	By:	CENTERLINE MANAGER LLC,
		Manager
	By:	CENTERLINE AFFORDABLE HOUSING ADVISORS LLC,
		Sole Member
	By:	CENTERLINE CAPITAL GROUP LLC,
		Sole Member

 

Date:	August 14, 2015				By:	/s/ Mark B. Hattier
						Mark B. Hattier
						Chief Financial Officer
Date:	August 14, 2015				By:	/s/ Alan T. Fair
						Alan T. Fair
						President (Principal Executive Officer)