UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- - ------- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- - ------- EXCHANGE ACT OF 1934
Commission File Number 0-24650
INDEPENDENCE TAX CREDIT PLUS L.P. III
-------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3746339
- - ------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
- - ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)421-5333
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
=========== ===========
June 30, March 31,
1998 1998
----------- -----------
<S> <C> <C>
ASSETS
Property and equipment - at cost,
less accumulated depreciation
of $4,310,999 and $3,800,117,
respectively $64,607,874 $65,105,052
Construction in progress 6,985,776 5,419,271
Cash and cash equivalents 5,768,711 7,157,348
Investments available for sale 500,000 0
Cash held in escrow 5,203,148 5,331,779
Deferred costs, less accumulated
amortization of $268,906
and $243,170, respectively 1,050,562 1,076,148
Other assets 925,664 987,717
----------- -----------
Total assets $85,041,735 $85,077,315
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable $30,083,014 $29,673,823
Construction loan payable 7,621,533 7,080,766
Accounts payable and other
liabilities 2,924,814 3,322,397
Due to local general partners and
affiliates 5,841,269 5,986,326
Due to general partner and affiliates 723,064 614,979
----------- -----------
Total liabilities 47,193,694 46,678,291
----------- -----------
Minority interest 3,512,177 3,511,585
----------- -----------
Commitments and contingencies (Note 3)
Partners' capital:
Limited partners (43,440 BACs
issued and outstanding) 34,378,633 34,924,692
General partner (42,769) (37,253)
----------- -----------
Total partners' capital 34,335,864 34,887,439
----------- -----------
Total liabilities and partners'
capital $85,041,735 $85,077,315
=========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
2
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
===============================
Three Months Ended
June 30,
------------------------------
1998 1997
------------------------------
<S> <C> <C>
Revenues
Rental income $ 1,210,930 $ 781,870
Other income 81,730 128,699
----------- -----------
Total revenues 1,292,660 910,569
----------- -----------
Expenses
General and administrative 371,299 282,684
General and administrative-
related parties (Note 2) 175,923 103,697
Repairs and maintenance 166,174 77,628
Operating 153,166 128,619
Taxes 48,487 38,129
Insurance 93,397 73,393
Financial, principally interest 291,509 215,097
Depreciation and amortization 536,618 383,154
----------- -----------
Total expenses 1,836,573 1,302,401
----------- -----------
Net loss before minority interest (543,913) (391,832)
Minority interest in (income)
loss of subsidiary partnerships (7,662) 313
----------- -----------
Net loss $ (551,575) $ (391,519)
=========== ===========
Net loss -limited partners $ (546,059) $ (387,604)
=========== ===========
Number of BACs outstanding 43,440 43,440
=========== ===========
Net loss per BAC $ (12.57) $ (8.92)
=========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
Consolidated Statement of Changes in Partners' Capital
(Unaudited)
<TABLE>
<CAPTION>
===============================================
Limited General
Total Partners Partner
-----------------------------------------------
<S> <C> <C> <C>
Partners' capital -
April 1, 1998 $34,887,439 $34,924,692 $(37,253)
Net loss (551,575) (546,059) (5,516)
----------- ----------- --------
Partners' capital -
June 30, 1998 $34,335,864 $34,378,633 $(42,769)
=========== =========== ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
4
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
<TABLE>
<CAPTION>
===============================
Three Months Ended
June 30,
------------------------------
1998 1997
------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (551,575) $ (391,519)
----------- -----------
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 536,618 383,154
Minority interest in income
(loss) of subsidiaries 7,662 (313)
(Decrease) increase in accounts
payable and other liabilities (136,112) 75,205
Increase in cash held in escrow (221,273) (525,542)
Increase (decrease) in other assets 62,053 (22,060)
Increase in due to local general
partners and affiliates 95,343 5,926
Decrease in due to local general
partners and affiliates (89,488) (34,672)
Increase in due to
general partner and affiliates 108,085 17,318
----------- -----------
Total adjustments 362,888 (100,984)
----------- -----------
Net cash used in operating activities (188,687) (492,503)
----------- -----------
Cash flows from investing activities:
Increase in property and equipment (13,704) (2,859,421)
(Increase) decrease in investments
available for sale (500,000) 500,000
Increase in construction in progress (1,566,505) (2,077,831)
Decrease (increase) in
cash held in escrow 349,904 (689,195)
Decrease in deferred costs 0 13,818
(Decrease) increase in accounts
payable and other liabilities (261,471) 44,618
Increase in due to local general
partners and affiliates 163,893 2,257,696
Decrease in due to local general
partners and affiliates (281,748) (225,410)
----------- -----------
Net cash used in
investing activities (2,109,631) (3,035,725)
----------- -----------
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
5
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(continued)
(Unaudited)
<TABLE>
<CAPTION>
===============================
Three Months Ended
June 30,
------------------------------
1998 1997
------------------------------
<S> <C> <C>
Cash flows from financing activities:
Proceeds from mortgage notes 434,507 676,744
Repayments of mortgage notes (25,316) (26,442)
Proceeds from construction loans 540,767 274,470
Increase in deferred costs (150) (4,356)
Decrease in due to
local general partners and affiliates (33,057) 0
Increase in capitalization
of consolidated subsidiaries
attributable to minority interest (7,070) 89,519
----------- -----------
Net cash provided by financing
activities 909,681 1,009,935
----------- -----------
Net decrease in cash and
cash equivalents (1,388,637) (2,518,293)
Cash and cash equivalents at
beginning of period 7,157,348 7,573,213
----------- -----------
Cash and cash equivalents at
end of period $ 5,768,711 $ 5,054,920
=========== ===========
Supplemental disclosures of noncash
investing and financing activities:
Capitalization of deferred
acquisition costs 0 189,135
Conversion of construction notes
payable to mortgage notes payable 0 1,450,000
Consolidation of investment in
subsidiary partnership:*
Decrease in property and
equipment 0 1,577,356
Increase in construction in
progress 0 1,577,356
</TABLE>
*Prior to consolidation, investments in subsidiary partnerships are included
in property and equipment.
See Accompanying Notes to Consolidated Financial Statements.
6
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1998
(Unaudited)
Note 1 - General
Independence Tax Credit Plus L.P. III (a Delaware limited partnership) (the
"Partnership") was organized on December 23, 1993, and commenced the public
offering on June 7, 1994. The general partner of the Partnership is Related
Independence Associates III L.P., a Delaware limited partnership (the "General
Partner").
The Partnership's business is to invest in other partnerships ("Local
Partnerships", "subsidiaries" or "subsidiary partnerships") owning apartment
complexes that are eligible for the low-income housing tax credit ("Housing Tax
Credit") enacted in the Tax Reform Act of 1986, some of which complexes were
also eligible for the historic rehabilitation tax credit ("Historic Tax Credit";
together with Housing Tax Credits, "Tax Credits").
As of June 30, 1998, the Partnership has acquired limited partnership interests
in twenty subsidiary partnerships. Through the rights of the Partnership and/or
an affiliate of the General Partner, which affiliate has a contractual
obligation to act on behalf of the Partnership, to remove the general partner of
the subsidiary partnerships and to approve certain major operating and financial
decisions, the Partnership has a controlling financial interest in the
subsidiary partnerships.
For financial reporting purposes, the Partnership's fiscal quarter ends June 30.
All subsidiaries have fiscal quarters ending March 31. Accounts of the
subsidiaries have been adjusted for intercompany transactions from April 1
through June 30. The Partnership's fiscal quarter ends June 30 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.
Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arise from cash contributions from and cash
distributions to the minority interest partners.
7
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1998
(Unaudited)
Losses attributable to minority interests which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. Such losses
aggregated approximately $3,300 and $3,200 for the three months ended June 30,
1998 and 1997, respectively. The Partnership's investment in each subsidiary is
equal to the respective subsidiary's partners' equity less minority interest
capital, if any. In consolidation, all subsidiary partnership losses are
included in the Partnership's capital account except for losses allocated to
minority interest capital.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted or condensed. These condensed financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K for the period ended March 31,
1998.
The books and records of the Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting principles. In the
opinion of the General Partner of the Partnership, the accompanying unaudited
financial statements contain all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the financial position of the
Partnership as of June 30, 1998 and the results of operations and cash flows for
the three months ended June 30, 1998 and 1997. However, the operating results
for the three months ended June 30, 1998 may not be indicative of the results
for the year.
8
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1998
(Unaudited)
Note 2 - Related Party Transactions
An affiliate of the General Partner has a .01% interest as a special limited
partner, in each of the Local Partnerships.
The costs incurred to related parties for the three months ended June 30, 1998
and 1997 were as follows:
A) Other Related Party Expenses
The costs incurred to related parties for the three months ended June 30, 1998
and 1997 were as follows:
<TABLE>
<CAPTION>
Three Months Ended
June 30,
-------------------------
1998 1997
-------------------------
<S> <C> <C>
Partnership management fees (a) $ 80,000 $ 12,500
Expense reimbursement (b) 37,484 45,452
Property management fees (c) 47,439 39,745
Local administrative fee (d) 11,000 6,000
-------- --------
$175,923 $103,697
======== ========
</TABLE>
(a) The General Partner is entitled to receive a partnership management fee,
after payment of all Partnership expenses, which together with the annual local
administrative fees will not exceed a maximum of 0.5% per annum of invested
assets (as defined in the Partnership Agreement), for administering the affairs
of the Partnership. Subject to the foregoing limitation, the partnership
management fee will be determined by the General Partner in its sole discretion
based upon its review of the Partnership's investments. Unpaid partnership
management fees for any year will be accrued without interest and will be
payable from working capital reserves or to the extent of available funds after
the Partnership has made distributions to the limited partners of sale or
refinancing proceeds equal to their original capital contributions plus a 10%
priority return thereon (to the extent not theretofore paid out of cash flow).
Partnership management fees owed to the General Partner amounting to
approximately $280,000 and $200,000 were accrued and unpaid as of June 30, 1998
and March 31, 1998, respectively.
9
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. III
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1998
(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.
(c) Property management fees incurred by Local Partnerships amounted to $83,353
and $52,946 for the three months ended June 30, 1998 and 1997, respectively. Of
these fees $47,439 and $39,745 were incurred to affiliates of the subsidiary
partnerships' general partners.
(d) Independence SLP III 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.
Note 3 - Commitments and Contingencies
There were no material changes and/or additions to disclosures regarding the
subsidiary partnerships which were included in the Partnership's Annual Report
on Form 10-K for the period ended March 31, 1998.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership's primary source of funds include (i) interest earned on Gross
Proceeds which are invested in tax-exempt money market instruments pending final
payments to Local Partnerships and (ii) working capital reserves and interest
earned thereon. All these sources of funds are available to meet obligations of
the Partnership.
As of June 30, 1998, the Partnership has invested approximately $35,000,000
(including approximately $3,142,000 classified as loans repayable from
sale/refinancing proceeds in accordance with the Local Partnership Contribution
Agreement and not including acquisition fees of approximately $2,510,000) of net
proceeds in twenty Local Partnerships of which approximately $3,749,000 remains
to be paid to the Local Partnerships (not including approximately $2,399,000
being held in escrow) as certain benchmarks, such as occupancy level, must be
attained prior to the release of the funds. The Partnership does not intend to
acquire additional properties. During the three months ended June 30, 1998,
approximately $432,000 was paid to Local Partnerships, including purchase price
adjustments (of which approximately none was released from escrow). Although the
Partnership will not be acquiring additional properties, the Partnership may be
required to fund potential purchase price adjustments based on tax credit
adjustor clauses. Such adjustments resulted in a net increase in purchase price
of approximately $80,000 during the year ended June 30, 1998.
For the three months ended June 30, 1998, cash and cash equivalents of the
Partnership and its twenty consolidated Local Partnerships decreased
approximately $1,389,000 primarily due to cash used in operating activities
($189,000), an increase in construction in progress ($1,567,000), a decrease in
investments available for sale ($500,000), a net decrease in due to local
general partners and affiliates relating to investing and financing activities
($151,000) an increase in property and equipment ($14,000) and a decrease in
accounts payable and other liabilities relating to investing activities
($261,000) which exceeded net proceeds from mortgage and construction loans
($950,000) and a decrease in cash held in escrow relating to investing
activities ($350,000). Included in the adjustments to reconcile the net loss to
cash used in operating
11
<PAGE>
activities is depreciation and amortization in the amount of approximately
$537,000.
The working capital reserve at June 30, 1998 and March 31, 1998 was
approximately $336,000 and $792,000 , respectively, which includes amounts which
may be required for potential purchase price adjustments based on tax credit
adjustor clauses. The General Partner believes that these reserves, plus any
cash distributions received from the operations of the Local Partnerships will
be sufficient to fund the Partnership's ongoing operations for the foreseeable
future. During the three months ended June 30, 1998 and 1997, the Partnership
received cash flow distributions from operations of the Local Partnerships
amounting to approximately $9,000 and $4,000, respectively. Management
anticipates continuing to receive distributions in the future, although not to a
level sufficient to permit providing cash distributions to the BACs holders.
Partnership management fees owed to the General Partner amounting to
approximately $280,000 and $200,000 were accrued and unpaid as of June 30, 1998
and March 31, 1998, respectively (see Note 2).
The Partnership has negotiated development deficit guarantees with the Local
Partnerships in which it has invested. The Local General Partners have agreed to
fund development deficits through the breakeven dates of each of the Local
Partnerships.
The Partnership has negotiated Operating Deficit Guaranty Agreements with all
Local Partnerships by which the general partners of the Local Partnerships have
agreed to fund operating deficits for a specified period of time. The terms of
the Operating Deficit Guaranty Agreements vary for each Local Partnership, with
maximum dollar amounts to be funded for a specified period of time, generally
three years, commencing on the break-even date. As of June 30, 1998 and March
31, 1998, the gross amount of the Operating Deficit Guarantees aggregates
approximately $5,255,000 and $4,597,000, respectively.
The Partnership has also negotiated rent-up guaranty agreements in which the
Local General Partners agreed to pay a liquidated damage if predetermined
occupancy rates are not achieved.
The development deficit, operating deficit and the rent-up guaranty agreements
were negotiated to protect the Partnership's in-
12
<PAGE>
terest in the Local Partnerships and to provide incentive to the Local General
Partners to generate positive cash flow.
For a discussion of contingencies affecting certain Local Partnerships, see Note
3 to the financial statements. Since the maximum loss the Partnership would be
liable for is its net investment in the respective subsidiary partnerships, the
resolution of the existing contingencies is not anticipated to impact future
results of operations, liquidity or financial condition in a material way.
However, the Partnership's loss of its investment in a Local Partnership will
eliminate the ability to generate future tax credits from such Local Partnership
and may also result in recapture of tax credits if the investment is lost before
the expiration of the compliance period.
Management is not aware of any trends or events, commitments or uncertainties
which have not otherwise been disclosed that will or are likely to impact
liquidity in a material way. Management believes the only impact would be from
laws that have not yet been adopted. The portfolio is diversified by the
location of the properties around the United States so that if one area of the
country is experiencing downturns in the economy, the remaining properties in
the portfolio may be experiencing upswings. However, the geographic
diversification of the portfolio may not protect against a general downturn in
the national economy. The Partnership has invested the proceeds of its offering
in twenty Local Partnerships, all of which fully have their tax credits in
place. The tax credits are attached to the project for a period of ten years,
and are transferable with the property during the remainder of such ten year
period. If the General Partner determined that a sale of a property is
warranted, the remaining tax credits would transfer to the new owner, thereby
adding value to the property on the market, which are not included in the
financial statement carrying amount.
Results of Operations
As of June 30, 1998 and 1997, the Partnership had acquired an interest in twenty
and eighteen Local Partnerships, twenty and seventeen of which were
consolidated, respectively. The Partnership does not intend to acquire
additional interests in Local Partnerships.
The Partnership's results of operations for the three months ended June 30, 1998
and 1997 consisted primarily of (1) approximately $39,000 and $94,000,
respectively, of tax-exempt interest income earned on funds not currently
invested in Local Partnerships and
13
<PAGE>
(2) the results of the Partnership's investment in twenty of twenty and fourteen
of seventeen consolidated Local Partnerships, respectively.
For the three months ended June 30, 1998 as compared to 1997, rental income and
all categories of expenses increased and the results of operations are not
comparable due to the continued acquisition, construction and rent up of
properties, and are not reflective of future operations of the Partnership due
to uncompleted property construction, rent up of properties and the continued
utilization of the net proceeds of the offering to invest in Local Partnerships.
In addition, interest income will decrease in future periods since a substantial
portion of the proceeds from the Offering are invested in Local Partnerships.
Other income decreased approximately $47,000 for the three months ended June 30,
1998 as compared to 1997 primarily due to a decrease in interest income as a
result of the acquisition of and the release of proceeds to the Local
Partnerships.
For the three months ended June 30, 1998 and 1997, zero and zero of the
Partnership's twenty and seventeen consolidated properties, respectively,
completed construction, and were in various stages of rent up. In addition, zero
and two of the properties, respectively, had completed construction in a
previous fiscal year, but were in various stages of rent up for the three
months. Also, for the three months ended June 30, 1998 and 1997, seventeen and
twelve of the properties had completed construction and were rented up in a
previous fiscal year. As of the end of the three months ended June 30, 1998 and
1997, three and three of the Partnership's twenty and seventeen consolidated
properties, respectively, were still under construction and three and three of
the properties, respectively, had construction loans with commitments for
permanent financing.
Year 2000 Compliance
As the year 2000 approaches, an issue has emerged regarding how existing
application software programs and operating systems can accommodate this date
value. Failure to adequately address this issue could have potentially serious
repercussions. The General Partner is in the process of working with the
Partnership's service providers to prepare for the year 2000. Based on
information currently available, the Partnership does not expect that it will
incur significant operating expenses or be required to incur material costs to
be year 2000 compliant.
14
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(3A) Agreement of Limited Partnership of Independence Tax Credit
Plus L.P. III as adopted on December 23, 1993*
(3B) Form of Amended and Restated Agreement of Limited
Partnership of Independence Tax Credit Plus L.P. III, attached to the
Prospectus as Exhibit A**
(3C) Certificate of Limited Partnership of Independence Tax
Credit Plus L.P. III as filed on December 23, 1993*
(10A) Form of Subscription Agreement attached to the Prospectus
as Exhibit B**
(10B) Escrow Agreement between Independence Tax Credit Plus L.P.
III and Bankers Trust Company*
(10C) Form of Purchase and Sales Agreement pertaining to the
Partnership's acquisition of Local Partnership Interests*
(10D) Form of Amended and Restated Agreement of Limited
Partnership of Local Partnerships*
(27) Financial Data Schedule (filed herewith)
*Incorporated herein as an exhibit by reference to exhibits filed
with Post-Effective Amendment No. 4 to the Registration Statement on Form S-11
{Registration No. 33-37704}
15
<PAGE>
**Incorporated herein as an exhibit by reference to exhibits
filed with Post-Effective Amendment No. 8 to the Registration Statement on Form
S-11 {Registration No. 33-37704}
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during this quarter.
16
<PAGE>
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. III
(Registrant)
By: RELATED INDEPENDENCE
ASSOCIATES III L.P., General Partner
By: RELATED INDEPENDENCE
ASSOCIATES III INC., General Partner
Date: August 10, 1998
By: /s/ Alan P. Hirmes
-------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: August 10, 1998
By: /s/ Glenn F. Hopps
-------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for Independence Tax Credit Plus L.P.
III and is qualified in its entirety by reference
to such financial statements
</LEGEND>
<CIK> 0000924124
<NAME> Independence Tax Credit Plus L.P. III
<MULTIPLIER> 1
<CURRENCY> U.S Dollars
<S> <C>
<PERIOD-TYPE> 3-Mos
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-1-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 10,971,859
<SECURITIES> 500,000
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,976,226
<PP&E> 75,904,649
<DEPRECIATION> 4,310,999
<TOTAL-ASSETS> 85,041,735
<CURRENT-LIABILITIES> 9,489,147
<BONDS> 37,704,547
0
0
<COMMON> 0
<OTHER-SE> 37,848,041
<TOTAL-LIABILITY-AND-EQUITY> 85,041,735
<SALES> 0
<TOTAL-REVENUES> 1,292,660
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,545,064
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 291,509
<INCOME-PRETAX> (543,913)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (543,913)
<EPS-PRIMARY> (12.57)
<EPS-DILUTED> 0
</TABLE>
