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 September 30, 2014
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.) | |
| 1225 17th Street, Denver, Colorado | 80202 | |
| (Address of principal executive offices) | (Zip Code) |
| (303) 927-5000 |
| Registrant’s telephone number, including area code |
| 100 Church Street, New York, New York |
| (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
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
| September 30, | March 31, | |||||||
| 2014 | 2014 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Operating assets | ||||||||
| Property and equipment - (at cost, net of accumulated depreciation of $16,851,682 and $16,801,559, respectively) | $ | 1,352,439 | $ | 1,374,070 | ||||
| Cash and cash equivalents | 690,180 | 1,076,241 | ||||||
| Cash held in escrow | 1,138,450 | 1,068,337 | ||||||
| Deferred costs (net of accumulated amortization of $305,214 and $291,252, respectively) | 284,851 | 298,813 | ||||||
| Due from local general partners and affiliates (Note 2) | 670,998 | 670,998 | ||||||
| Other assets | 301,901 | 307,060 | ||||||
| Total assets | $ | 4,438,819 | $ | 4,795,519 | ||||
| LIABILITIES AND PARTNERS’ DEFICIT | ||||||||
| Operating liabilities | ||||||||
| Mortgage notes payable | $ | 16,302,172 | $ | 16,456,014 | ||||
| Accounts payable | 391,319 | 392,721 | ||||||
| Accrued interest payable | 4,808,120 | 4,626,937 | ||||||
| Security deposits payable | 230,913 | 220,634 | ||||||
| Interest rate swap (Note 3) | 32,500 | 44,000 | ||||||
| Due to local general partners and affiliates (Note 2) | 1,632,334 | 1,851,647 | ||||||
| Due to general partners and affiliates (Note 2) | 3,200,931 | 3,094,505 | ||||||
| Total liabilities | 26,598,289 | 26,686,458 | ||||||
| Commitments and contingencies (Note 6) | ||||||||
| Partners’ deficit | ||||||||
| Limited partners (45,844 BACs issued and outstanding) | (21,278,964 | ) | (21,079,183 | ) | ||||
| General partners | (605,039 | ) | (603,021 | ) | ||||
| Independence Tax Credit Plus L.P. IV total | (21,884,003 | ) | (21,682,204 | ) | ||||
| Noncontrolling interests | (275,467 | ) | (208,735 | ) | ||||
| Total partners’ deficit | (22,159,470 | ) | (21,890,939 | ) | ||||
| Total liabilities and partners’ deficit | $ | 4,438,819 | $ | 4,795,519 | ||||
See accompanying notes to condensed consolidated financial statements.
| - 2 - |
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2014 | 2013 * | 2014 | 2013 * | |||||||||||||
| Revenues | ||||||||||||||||
| Rental income | $ | 879,787 | $ | 883,347 | $ | 1,768,227 | $ | 1,743,438 | ||||||||
| Other | 27,429 | 18,969 | 47,524 | 28,554 | ||||||||||||
| Total revenues | 907,216 | 902,316 | 1,815,751 | 1,771,992 | ||||||||||||
| Expenses | ||||||||||||||||
| General and administrative | 323,490 | 373,970 | 655,222 | 674,099 | ||||||||||||
| General and administrative-related parties (Note 2) | 117,627 | 130,322 | 242,412 | 265,670 | ||||||||||||
| Repairs and maintenance | 137,542 | 113,616 | 293,218 | 301,205 | ||||||||||||
| Operating and other | 112,653 | 113,449 | 239,849 | 239,873 | ||||||||||||
| Real estate taxes | 29,129 | 22,574 | 58,969 | 50,421 | ||||||||||||
| Insurance | 38,607 | 31,912 | 76,133 | 65,607 | ||||||||||||
| Interest | 198,695 | 203,522 | 397,890 | 406,637 | ||||||||||||
| Change in fair value of interest rate swap (Note 3) | (5,500 | ) | (8,000 | ) | (11,500 | ) | (15,000 | ) | ||||||||
| Depreciation and amortization | 32,592 | 50,800 | 64,085 | 118,521 | ||||||||||||
| Total expenses from operations | 984,835 | 1,032,165 | 2,016,278 | 2,107,033 | ||||||||||||
| Loss from operations | (77,619 | ) | (129,849 | ) | (200,527 | ) | (335,041 | ) | ||||||||
| Income from discontinued operations (including gain on sale of property) (Note 5) | - | 26,463 | - | 45,944 | ||||||||||||
| Net loss | (77,619 | ) | (103,386 | ) | (200,527 | ) | (289,097 | ) | ||||||||
| Net income attributable to noncontrolling interests from operations | (670 | ) | (499 | ) | (1,272 | ) | (75 | ) | ||||||||
| Net income attributable to noncontrolling interests from discontinued operations | - | (5 | ) | - | (9 | ) | ||||||||||
| Net income attributable to noncontrolling interests | (670 | ) | (504 | ) | (1,272 | ) | (84 | ) | ||||||||
| Net loss attributable to Independence Tax Credit Plus L.P. IV | $ | (78,289 | ) | $ | (103,890 | ) | $ | (201,799 | ) | $ | (289,181 | ) | ||||
| Loss from operations – limited partners | (77,506 | ) | (129,045 | ) | (199,781 | ) | (331,766 | ) | ||||||||
| Income from discontinued operations – limited partners | - | 26,193 | - | 45,476 | ||||||||||||
| Net loss – limited partners | $ | (77,506 | ) | $ | (102,852 | ) | $ | (199,781 | ) | $ | (286,290 | ) | ||||
| Number of BACs outstanding | 45,844 | 45,844 | 45,844 | 45,844 | ||||||||||||
| Loss from operations per weighted average BAC | $ | (1.69 | ) | $ | (2.81 | ) | $ | (4.36 | ) | $ | (7.23 | ) | ||||
| Income from discontinued operations per weighted average BAC | - | 0.57 | - | 0.99 | ||||||||||||
| Net loss per weighted average BAC | $ | (1.69 | ) | $ | (2.24 | ) | $ | (4.36 | ) | $ | (6.24 | ) | ||||
| * Reclassified for comparative purposes. | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| - 3 - |
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Condensed Consolidated Statement of Changes in Partners’ Deficit
(Unaudited)
| Limited | General | Noncontrolling | ||||||||||||||
| Total | Partners | Partner | Interests | |||||||||||||
| Partners’ deficit – April 1, 2014 | $ | (21,890,939 | ) | $ | (21,079,183 | ) | $ | (603,021 | ) | $ | (208,735 | ) | ||||
| Net (loss) income | (200,527 | ) | (199,781 | ) | (2,018 | ) | 1,272 | |||||||||
| Distributions | (68,004 | ) | - | - | (68,004 | ) | ||||||||||
| Partners’ deficit – September 30, 2014 | $ | (22,159,470 | ) | $ | (21,278,964 | ) | $ | (605,039 | ) | $ | (275,467 | ) | ||||
See accompanying notes to condensed consolidated financial statements.
| - 4 - |
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended | ||||||||
| September 30, | ||||||||
| 2014 | 2013 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (200,527 | ) | $ | (289,097 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 64,085 | 171,940 | ||||||
| Change in fair value of rate swap | (11,500 | ) | (15,000 | ) | ||||
| Changes in assets and liabilities: | ||||||||
| Increase in cash held in escrow | (44,793 | ) | (60,284 | ) | ||||
| Increase in due from local general partners and affiliates | - | (3,000 | ) | |||||
| Decrease (increase) in other assets | 5,159 | (143,113 | ) | |||||
| (Decrease) increase in accounts payable | (1,402 | ) | 54,751 | |||||
| Increase in accrued interest payable | 181,183 | 142,388 | ||||||
| Increase in security deposit payable | 10,279 | 14,320 | ||||||
| Decrease in due to local general partners and affiliates | - | (4,395 | ) | |||||
| Increase in due to general partner and affiliates | 106,426 | 215,295 | ||||||
| Total adjustments | 309,437 | 372,902 | ||||||
| Net cash provided by operating activities | 108,910 | 83,805 | ||||||
| Cash flows from investing activities: | ||||||||
| (Increase) decrease in cash held in escrow | (25,320 | ) | 34,842 | |||||
| Acquisition of property and equipment | (28,492 | ) | - | |||||
| Repayments to local general partners and affiliates | (219,313 | ) | (13,024 | ) | ||||
| Net cash (used in) provided by investing activities | (273,125 | ) | 21,818 | |||||
| Cash flows from financing activities: | ||||||||
| Repayments of mortgage notes | (153,842 | ) | (187,257 | ) | ||||
| Distributions to noncontrolling interests | (68,004 | ) | (30,807 | ) | ||||
| Net cash used in financing activities | (221,846 | ) | (218,064 | ) | ||||
| Net decrease in cash and cash equivalents | (386,061 | ) | (112,441 | ) | ||||
| Cash and cash equivalents at beginning of period | 1,076,241 | 1,117,442 | ||||||
| Cash and cash equivalents at end of period* | $ | 690,180 | $ | 1,005,001 | ||||
* Cash and cash equivalents at end of period, includes cash and cash equivalents from discontinued operations of $0 and $51,338, respectively.
See accompanying notes to condensed consolidated financial statements.
| - 5 - |
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2014
(Unaudited)
NOTE 1 – General
The condensed consolidated financial statements, as of September 30, 2014, include the accounts of Independence Tax Credit Plus L.P. IV (the “Partnership”) and seven 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”). Centerline Holding Company (“Centerline”) was the ultimate parent of Centerline Affordable Housing Advisors LLC (“CAHA”), the managing member of the General Partner. On June 12, 2013, Centerline and an affiliate of Hunt Companies, Inc. (“Hunt”) entered into an agreement and plan of merger. On November 14, 2013, the shareholders of Centerline approved the acquisition of Centerline by an affiliate of Hunt Capital Partners, LLC, the affordable housing division affiliate of Hunt. Since November 14, 2013, Hunt has been the ultimate parent of CAHA. For information on Hunt, see www.huntcompanies.com. The information contained on, or connected to, Hunt’s website is not incorporated by reference into this Form 10-Q. 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.
For financial reporting purposes, the Partnership’s second fiscal quarter ends September 30th. The second quarter for all subsidiaries ends June 30th. Accounts of the subsidiaries have been adjusted for intercompany transactions from July 1st through September 30th. 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) attributable to noncontrolling interests amounted to approximately ($700) and ($500) and ($1,300) and ($100) for the three and six months ended September 30, 2014 and 2013, 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, 2014.
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 September 30, 2014 and the results of their operations and their cash flows for the six months ended September 30, 2014 and 2013. However, the operating results and cash flows for the six months ended September 30, 2014 may not be indicative of the results for the entire year.
Recently Issued Accounting Pronouncements
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08 “Reporting Discontinued Operations and Disclosures of Disposal of Components of an Entity.” ASU 2014-08 provides a narrower definition of discontinued operations than under existing GAAP. The standard update requires that only disposals of components of an entity (or groups of components) that represent a strategic shift that has or will have a major effect on the reporting entity’s operations are reported in the financial statements as discontinued operations. The standard also provides guidance on the financial statement presentations and disclosures of discontinued operations. The ASU is effective prospectively for disposals (or classifications of businesses as held-for-sale) of components or an entity that occur in an annual or interim periods beginning after December 15, 2014.
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, 2017 and the effects of the standard on the Partnership’s consolidated financial statements are not known at this time.
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 consolidated financial statements.
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 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.
| - 6 - |
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2014
(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 and six months ended September 30, 2014 and 2013 were as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2014 | 2013 * | 2014 | 2013 * | |||||||||||||
| Partnership management fees (a) | $ | 44,000 | $ | 47,000 | $ | 88,000 | $ | 94,000 | ||||||||
| Expense reimbursement (b) | 42,451 | 47,637 | 85,670 | 105,581 | ||||||||||||
| Local administrative fee (c) | 7,000 | 8,000 | 13,000 | 10,508 | ||||||||||||
| Total general and administrative-General Partners | 93,451 | 102,637 | 186,670 | 210,089 | ||||||||||||
| Property management fees incurred to affiliates of the subsidiary partnerships’ general partners | 24,176 | 27,685 | 55,742 | 55,581 | ||||||||||||
| Total general and administrative-related parties | $ | 117,627 | $ | 130,322 | $ | 242,412 | $ | 265,670 | ||||||||
* Reclassified for comparative purposes.
The costs incurred to related parties from discontinued operations for the three and six months ended September 30, 2014 and 2013 were as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2014 | 2013 * | 2014 | 2013 * | |||||||||||||
| Local administrative fee (c) | $ | - | $ | 708 | $ | - | $ | 6,200 | ||||||||
| Total general and administrative-General Partner | - | 708 | - | 6,200 | ||||||||||||
| Property management fees incurred to affiliates of the subsidiary partnerships' general partners | - | 9,160 | - | 18,388 | ||||||||||||
| Total general and administrative-related parties | $ | - | $ | 9,868 | $ | - | $ | 24,588 | ||||||||
* 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 $2,807,000 and $2,719,000 were accrued and unpaid as of September 30, 2014 and March 31, 2014, 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. |
| - 7 - |
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2014
(Unaudited)
| (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 $169,000 and $83,000 were accrued and unpaid as of September 30, 2014 and March 31, 2014, 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. |
| (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 $224,000 and $291,000 were accrued and unpaid as of September 30, 2014 and March 31, 2014, 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 September 30, 2014 and March 31, 2014, the Partnership owed $1,000 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:
| September 30, | March 31, | |||||||
| 2014 | 2014 | |||||||
| (Unaudited) | (Audited) | |||||||
| Development fee payable | $ | 1,297,912 | $ | 1,467,646 | ||||
| Consulting fee payable | 50,000 | 50,000 | ||||||
| Operating advances | 284,422 | 333,821 | ||||||
| Management and other fees | - | 180 | ||||||
| $ | 1,632,334 | $ | 1,851,647 | |||||
Due from Local General Partners and affiliates from operating assets consists of the following:
| September 30, | March 31, | |||||||
| 2014 | 2014 | |||||||
| (Unaudited) | (Audited) | |||||||
| Local general partner loan receivable | $ | 670,998 | $ | 670,998 | ||||
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. |
| - 8 - |
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2014
(Unaudited)
| 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:
| At September 30, 2014 | At March 31, 2014 | |||||||||||||||
| Carrying | Carrying | |||||||||||||||
| Amount | Fair Value | Amount | Fair Value | |||||||||||||
| LIABILITIES: | ||||||||||||||||
| Mortgage notes | $ | 16,302,172 | $ | 9,429,589 | $ | 16,456,014 | $ | 9,463,292 | ||||||||
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.
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 – initial notional amount | $ | 3,050,000 | ||
| Fixed swap – current notional amount | 2,859,800 | |||
| Fixed rate | 4.65 | % | ||
| Variable rate at June 30, 2014 | 3.75 | % | ||
| Termination date | September 1, 2015 |
Fair value for the interest rate swap is estimated using Level 2 inputs. At June 30, 2014 and March 31, 2014, the fair value of the interest rate swap was approximately $32,500 and $44,000, respectively.
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 condensed 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 obligations is not currently available.
| - 9 - |
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2014
(Unaudited)
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 September 30, 2014, the Partnership has sold its limited partnership interest in four Local Partnerships and the property and the related assets and liabilities of three Local Partnerships have been sold. There can be no assurance as to when the Partnership will dispose of its seven 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 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, resulting in an overall gain of approximately $819,000.
| - 10 - |
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2014
(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 and six months ended September 30, 2014, there were no properties classified as discontinued operations in the condensed consolidated financial statements. For the three and six months ended September 30, 2013, Guymon, which was sold during the year ended March 31, 2014, in order to present comparable results to the three and six months ended September 30, 2014, was classified as discontinued operations in the condensed consolidated financial statements.
Condensed Consolidated Statements of Discontinued Operations:
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2014 | 2013 * | 2014 | 2013 * | |||||||||||||
| Revenues | ||||||||||||||||
| Rental income | $ | - | $ | 186,961 | $ | - | $ | 374,454 | ||||||||
| Other | - | (1,459 | ) | - | (5,421 | ) | ||||||||||
| Total revenue | - | 185,502 | - | 369,033 | ||||||||||||
| Expenses | ||||||||||||||||
| General and administrative | - | 32,885 | - | 57,138 | ||||||||||||
| General and administrative-related parties (Note 2) | - | 9,868 | - | 24,588 | ||||||||||||
| Repairs and maintenance | - | 8,042 | - | 23,426 | ||||||||||||
| Operating and other | - | 48,682 | - | 99,389 | ||||||||||||
| Real estate taxes | - | 3,438 | - | 6,875 | ||||||||||||
| Insurance | - | 6,763 | - | 13,079 | ||||||||||||
| Interest | - | 22,651 | - | 45,175 | ||||||||||||
| Depreciation and amortization | - | 26,710 | - | 53,419 | ||||||||||||
| Total expenses | - | 159,039 | - | 323,089 | ||||||||||||
| Income from discontinued operations | - | 26,463 | - | 45,944 | ||||||||||||
| Noncontrolling interest in income of subsidiaries from discontinued operations | - | (5 | ) | - | (9 | ) | ||||||||||
| Income from discontinued operations – Independence Tax Credit Plus IV | $ | - | $ | 26,458 | $ | - | $ | 45,935 | ||||||||
| Income from discontinued operations – limited partners | $ | - | $ | 26,193 | $ | - | $ | 45,476 | ||||||||
| Number of BACs outstanding | 45,844 | 45,844 | 45,844 | 45,844 | ||||||||||||
| Income from discontinued operations– limited partners- per weighted average BAC | $ | - | $ | 0.57 | $ | - | $ | 0.99 | ||||||||
* Reclassified for comparative purpose.
| - 11 - |
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2014
(Unaudited)
Cash Flows from Discontinued Operations:
| Six Months Ended | ||||||||
| September 30, | ||||||||
| 2014 | 2013* | |||||||
| Net cash provided by operating activities | $ | - | $ | 60,083 | ||||
| Net cash provided by investing activities | $ | - | $ | 9,718 | ||||
| Net cash used in financing activities | $ | - | $ | (44,007 | ) | |||
* Reclassified for comparative purposes.
NOTE 6 – Commitments and Contingencies
a) Liquidity
At September 30, 2014, the Partnership’s liabilities exceeded assets by $22,159,470 and for the six months ended September 30, 2014, the Partnership had net loss of $200,527. These factors raise substantial doubt about the Partnership’s ability to continue as a going concern. As discussed in Note 2, partnership management fees of approximately $2,807,000 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 $16,302,172 and the accrued interest payable balance of $4,808,120 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 $455,000 at September 30, 2014. 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 $93,000 for the six months ended September 30, 2014.
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) Leases
Certain subsidiary partnerships have land lease arrangements whereby they are obligated to pay $1 per annum through June 2054.
d) 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.
e) Property Management Fees
Property management fees incurred by the Local Partnerships amounted to $44,538 and $57,542 and $91,029 and $116,461 for the three and six months ended September 30, 2014 and 2013, respectively. Of these fees, $24,176 and $36,845 and $55,742 and $73,969 were incurred to the Local General Partners for the three and six months ended September 30, 2014 and 2013, respectively, which include $0 and $9,160 and $0 and $18,388 of fees relating to discontinued operations for the three and six months ended September 30, 2014 and 2013, respectively.
| - 12 - |
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2014
(Unaudited)
f) 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; however no more than (29%) of the properties are located in any single 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 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.
g) 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 November 5, 2014, the Partnership entered into assignment and assumption agreements to sell its limited partnership interest in (i) Figueroa Senior Housing Limited Partnership (“Figueroa”) and (ii) NNPHI Senior Housing Limited Partnership to unaffiliated third parties for $480,036 and $447,439, respectively. The sales are expected to be consummated during the quarter ending December 31, 2014.
| - 13 - |
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 $148,000 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 September 30, 2014, the Partnership has sold its limited partnership interests in four Local Partnerships and the property and the related assets and liabilities of three Local Partnerships have been sold. There can be no assurance as to when the Partnership will dispose of its seven 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 six months ended September 30, 2014, and 2013, distributions from operations of the Local Partnerships amounted to approximately $21,000 and $21,000, respectively. The Partnership does not anticipate providing cash distributions to BACs holders in circumstances other than refinancing or sales.
During the six months ended September 30, 2014, cash and cash equivalents of the Partnership and its consolidated Local Partnerships decreased approximately $386,000. This decrease was due to repayment of mortgage notes ($154,000), repayments to local general partners and affiliates ($219,000), an increase in cash held in escrow relating to investing activities ($25,000), acquisitions of property and equipment ($29,000) and distributions to noncontrolling interests ($68,000), which exceeded a net cash provided by operating activities $109,000. Included in the adjustments to reconcile the net loss to net cash provided by operating activities is depreciation and amortization in the amount of approximately $64,000 and a change from interest rate swap of approximately ($11,500).
Total expenses from operations for the three and six months ended September 30, 2014, and 2013, excluding depreciation and amortization, interest, unrealized change in interest rate swap and general and administrative-related parties, totaled $641,421 and $655,521 and $1,323,391 and $1,331,205, respectively.
Accounts payable from operations as of September 30, 2014 and March 31, 2014 were $391,319 and $392,721, 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 September 30, 2014 and March 31, 2014 was $4,808,120 and $4,626,937, 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 $455,000 at September 30, 2014. 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 September 30, 2014, the Partnership’s liabilities exceeded assets by $22,159,470 and for the six months ended September 30, 2014, the Partnership had a net loss of $200,527. 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 $2,807,000 and $2,719,000 were accrued and unpaid as of September 30, 2014 and March 31, 2014, 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.
| - 14 - |
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. The portfolio is diversified by the location of the Properties around the United States so that if one area of the country is experiencing downturns in the economy, the remaining Properties in the portfolio may be experiencing upswings. However the geographic diversification of the portfolio may not protect against a general downturn in the national economy. The Partnership 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.
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, 2014.
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 September 30, 2014.
During the six months ended September 30, 2014, the Partnership has not recorded any loss on impairment of assets. Through September 30, 2014, 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 has a fiscal year ending December 31.
| - 15 - |
Results of Operations
The Partnership’s results of operations for the three and six months ended September 30, 2014 and 2013, 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 less than 1% for the three months ended September 30, 2014 and increased approximately 1% for the three and six months ended September 30, 2014, respectively, as compared to the corresponding period in 2013, primarily due to an increase in occupancy at one Local Partnership offset by an increase in vacancy losses and rent concessions at a second Local Partnership.
Total expenses, excluding general and administrative, repairs and maintenance, depreciation and amortization and unrealized loss on interest rate swap remained fairly consistent, with a decrease of approximately 1% for the three and six months ended September 30, 2014, respectively, as compared to the corresponding period in 2013.
General and administrative expenses decreased approximately $50,000 and $20,000 for the three and six months ended September 30, 2014, respectively, as compared to the corresponding period in 2013, primarily due to a decrease in legal fees offset by salaries increases at one Local Partnership and a decrease in audit fees and software consulting fees at the Partnership level.
General and administrative-related parties’ expenses decreased approximately $13,000 and $23,000 for the three and six months ended September 30, 2014, respectively, as compared to the corresponding period in 2013, 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 $24,000 and decreased approximately $8,000 for the three and six months ended September 30, 2014, respectively, as compared to the corresponding period in 2013, primarily due to an increase in painting, decorating and snow removal expenses at one Local Partnership, an increase in fire and security monitory services at a second Local Partnership offset by a decrease in major repairs and parking lot improvements at two other Local Partnerships.
Depreciation and amortization decreased approximately $18,000 and $54,000 for three and six months ended September 30, 2014, respectively, as compared to the corresponding period in 2013, primarily due to reduction of the property and equipment as a result of a loss on impairment of assets recorded during the year ended March 31, 2014 at two Local Partnerships.
Change in fair value of interest rate swap decreased approximately $2,500 and $3,500 for the three and six months ended September 30, 2014 and 2013, respectively, primarily due to change in fair value of the interest rate swap agreement at one Local Partnership.
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 September 30, 2014, 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. | 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) | |
| * | 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. |
| - 17 - |
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: | November 18, 2014 | By: | /s/ Mark B. Hattier | ||||
| Mark B. Hattier | |||||||
| Chief Financial Officer | |||||||
| Date: | November 18, 2014 | By: | /s/ Alan T. Fair | ||||
| Alan T. Fair | |||||||
| President (Principal Executive Officer) | |||||||
| - 18 - |
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE
13a-14(a) OR RULE 15d-14(a)
I, Mark B. Hattier, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2014, of Independence Tax Credit Plus L.P. IV; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | November 18, 2014 | By: | /s/ Mark B. Hattier | ||
| Mark B. Hattier | |||||
| Chief Financial Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE
13a-14(a) OR RULE 15d-14(a)
I, Alan T. Fair, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2014, of Independence Tax Credit Plus L.P. IV; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | November 18, 2014 | By: | /s/ Alan T. Fair | ||
| Alan T. Fair | |||||
| President (Principal Executive Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT
TO SECTION 1350 OF TITLE 18
OF THE UNITED STATES CODE (18 U.S.C. 1350)
In connection with the Quarterly Report of Independence Tax Credit Plus L.P. IV on Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission (“SEC”) on the date hereof (the “Report”), I, Mark B. Hattier, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the registrant.
A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the SEC or its staff upon request.
| By: | /s/ Mark B. Hattier | |
| Mark B. Hattier | ||
| Chief Financial Officer | ||
| November 18, 2014 |
Exhibit 32.2
CERTIFICATION PURSUANT
TO SECTION 1350 OF TITLE 18
OF THE UNITED STATES CODE (18 U.S.C. 1350)
In connection with the Quarterly Report of Independence Tax Credit Plus L.P. IV on Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission (“SEC”) on the date hereof (the “Report”), I, Alan T. Fair, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the registrant.
A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the SEC or its staff upon request.
| By: | /s/ Alan T. Fair | |
| Alan T. Fair | ||
| President (Principal Executive Officer) | ||
| November 18, 2014 |