<PAGE>
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 September 30, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR
----- 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-89968
INDEPENDENCE TAX CREDIT PLUS L.P. IV
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3809869
------------------------------ -------------------
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. IV
AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
<TABLE>
<CAPTION>
============== ===========
September 30, March 31,
2000 2000
-------------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Property and equipment at cost,
net of accumulated depreciation
of $5,794,990 and $4,577,654,
respectively $73,259,005 $74,451,342
Cash and cash equivalents 5,092,439 4,384,477
Investments available for sale 0 3,100,000
Cash held in escrow 2,114,159 1,670,171
Deferred costs, net of accumulated
amortization of $190,661 and $133,414,
respectively 1,951,362 2,008,609
Other assets 514,933 772,771
---------- ------------
Total assets $82,931,898 $86,387,370
========== ==========
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INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(continued)
<CAPTION>
============== ===========
September 30, March 31,
2000 2000
-------------- -----------
(Unaudited)
<S> <C> <C>
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $36,668,954 $35,515,034
Construction loans payable 599,426 3,243,234
Accounts payable and other
liabilities 5,440,635 4,942,532
Due to local general partners and
affiliates 3,321,048 3,822,627
Due to general partner and affiliates 968,591 790,655
---------- ------------
Total liabilities 46,998,654 48,314,082
---------- ----------
Minority interest 1,960,993 1,998,515
---------- ------------
Partners' capital (deficit):
Limited partners (45,844 BACs
issued and outstanding) 34,040,061 36,121,558
General partner (67,810) (46,785)
---------- ----------
Total partners' capital (deficit) 33,972,251 36,074,773
---------- ----------
Total liabilities and partners'
capital (deficit) $82,931,898 $86,387,370
========== ==========
See Accompanying Notes to Consolidated Financial Statements.
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<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited)
================== ====================
Three Months Ended Six Months Ended
September 30, September 30,
------------------ --------------------
2000 1999 2000 1999
------------------ --------------------
<S> <C> <C> <C> <C>
Revenues
Rental income $1,280,858 $ 953,906 $ 2,526,564 $1,758,825
Other income
(principally
interest
on capital
contributions) 116,170 151,738 214,055 301,118
--------- --------- ---------- ---------
Total revenues 1,397,028 1,105,644 2,740,619 2,059,943
--------- --------- ---------- ---------
Expenses
General and
administrative 494,527 391,356 963,693 644,549
General and
administrative-
related parties 159,522 122,838 310,268 254,623
Repairs and
maintenance 220,598 140,157 415,842 273,046
Operating 146,442 104,955 308,194 184,870
Taxes 67,737 65,870 163,322 84,637
Insurance 53,289 43,724 120,886 81,495
Interest 634,420 286,266 1,291,648 548,115
Depreciation and
amortization 643,630 473,155 1,276,208 964,606
--------- --------- ---------- ---------
Total expenses 2,420,165 1,628,321 4,850,061 3,035,941
--------- --------- ---------- ---------
Loss before
minority
interest (1,023,137) (522,677) (2,109,442) (975,998)
Minority interest in
(income) loss of
subsidiary
partnerships (3,300) 13,469 6,920 17,989
--------- --------- ---------- ---------
Net loss $(1,026,437) $ (509,208) $(2,102,522) $ (958,009)
========= ========= ========== =========
Net loss - limited
partners $(1,016,173) $ (504,116) $(2,081,497) $ (948,429)
========= ========= ========== =========
Number of BACs
outstanding 45,844 45,844 45,844 45,844
========= ========= ========== =========
Net loss per BAC $ (22.16) $ (11.00) $ (45.40) $ (20.69)
========= ========= ========== =========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
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<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Consolidated Condensed Statement of Changes in Partners' Capital (Deficit)
(Unaudited)
<TABLE>
<CAPTION>
=======================================
Limited General
Total Partners Partner
---------------------------------------
<S> <C> <C> <C>
Partners' capital
(deficit) -
April 1, 2000 $36,074,773 $36,121,558 $(46,785)
Net loss (2,102,522) (2,081,497) (21,025)
----------- ----------- -------
Partners' capital
(deficit)-
September 30,
2000 $33,972,251 $34,040,061 $(67,810)
========== ========== =======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
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<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
============================
Six Months Ended
September 30,
----------------------------
2000 1999
----------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,102,522) $ (958,009)
--------- ----------
Adjustments to reconcile net loss
to net cash (used in) provided by
operating activities:
Depreciation and amortization 1,276,208 964,606
Minority interest in loss
of subsidiary properties (6,920) (17,989)
Increase in cash held in escrow (443,988) (645,613)
Decrease (increase) in other assets 257,838 (53,440)
Increase in accounts payable
and other liabilities 661,702 1,163,561
Increase in due to local general
partners and affiliates 51,750 170,233
Decrease in due to local general
partners and affiliates (553,329) (11,483)
Increase in due to general
partner and affiliates 177,936 79,047
--------- ----------
Total adjustments 1,421,197 1,648,922
--------- ----------
Net cash (used in) provided by
operating activities (681,325) 690,913
--------- ----------
</TABLE>
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<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(continued)
<TABLE>
<CAPTION>
============================
Six Months Ended
September 30,
----------------------------
2000 1999
----------------------------
<S> <C> <C>
Cash flows from investing activities:
Increase in property and equipment (24,999) (5,496,320)
Increase in construction in progress 0 (2,136,945)
Decrease in cash held in escrow 0 187,324
Decrease in accounts payable and
other liabilities (163,599) 0
Decrease in due to local general
partners and affiliates 0 (2,666,762)
Decrease in investments
available for sale 3,100,000 5,850,000
Increase in deferred costs 0 (26,286)
--------- ----------
Net cash provided by (used in)
investing activities 2,911,402 (4,288,989)
--------- ----------
Cash flows from financing activities:
Proceeds from mortgage notes 58,140 0
Repayments of mortgage notes (50,919) (40,665)
Proceeds from construction loans 0 3,742,845
Repayments of construction loans (1,497,109) 0
Increase in deferred costs (1,625) (280,043)
(Decrease) increase in capitalization
of consolidated subsidiaries
attributable to minority interest (30,602) 127,527
--------- ----------
Net cash (used in) provided by
financing activities (1,522,115) 3,549,664
--------- ----------
Net increase (decrease) in cash
and cash equivalents 707,962 (48,412)
Cash and cash equivalents at
beginning of period 4,384,477 3,438,165
--------- ----------
Cash and cash equivalents at
end of period $5,092,439 $ 3,389,753
========= ==========
</TABLE>
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<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(continued)
<TABLE>
<CAPTION>
============================
Six Months Ended
September 30,
----------------------------
2000 1999
----------------------------
<S> <C> <C>
Supplemental disclosures of
noncash investing and financing
activities:
Reclassification of construction in
progress to property and
equipment $ 0 $ (949,200)
Decrease in construction
in progress 0 949,200
Property and equipment
reclassified from construction
in progress 0 11,273,436
Conversion of construction loans
to mortgage notes 1,146,699 2,500,000
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-8-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Financial Statements
September 30, 2000
(Unaudited)
Note 1 - General
Independence Tax Credit Plus L.P. IV (a Delaware limited partnership) (the
"Partnership") was organized on February 22, 1995, and commenced the public
offering on July 6, 1995. The general partner of the Partnership is Related
Independence L.L.C., a Delaware limited liability company (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 may also
be eligible for the historic rehabilitation tax credit ("Historic Tax Credit";
together with Housing Tax Credits, "Tax Credits").
As of September 30, 2000, the Partnership has acquired a limited partnership
interest in fourteen subsidiary partnerships, all of which have been
consolidated. The Partnership does not anticipate acquiring limited partnership
interests in any additional subsidiary partnerships. The Partnership's
investment in each Local Partnership represents from 98.99% to 99.98% with one
Local Partnership at 58.12% of the partnership interests in the Local
Partnership. 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 partnership.
For financial reporting purposes, the Partnership's fiscal quarter ends
September 30. All subsidiaries have fiscal quarters ending June 30. Accounts of
the subsidiaries have been adjusted for intercompany transactions from July 1
through September 30. The Partnership's fiscal quarter ends September 30 in
order to allow adequate time for the subsidiaries financial statements to be
prepared and consolidated.
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<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Financial Statements
September 30, 2000
(Unaudited)
All intercompany accounts and transactions with the subsidiary partnerships have
been eliminated in consolidation.
Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arise from cash contributions from and cash
distributions to the minority interest partners.
Losses attributable to minority interest which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. Such losses
aggregated approximately $3,000 and $0 and $6,000 and $0 for the three and six
months ended September 30, 2000 and 1999, 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,
2000.
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 September 30, 2000, the results of operations for the three
and six months ended September 30, 2000 and 1999 and its cash flows for the six
months ended September 30, 2000 and 1999. However, the operating results for the
six months ended September 30, 2000 may not be indicative of the results for the
year.
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<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Financial Statements
September 30, 2000
(Unaudited)
Note 2 - Related Party Transactions
An affiliate of the General Partner has a .01% interest as a special limited
partner in each of the Local Partnerships.
The costs incurred to related parties for the three and six months ended
September 30, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
------------------- -------------------
2000 1999 2000 1999
------------------- -------------------
<S> <C> <C> <C> <C>
Partnership manage-
ment fees (a) $ 82,400 $ 75,292 $164,799 $ 144,661
Expense reimburse-
ment (b) 42,465 17,000 71,296 57,845
Local administrative
fee (c) 9,500 5,000 19,000 10,000
------- -------- ------- --------
Total general and
administrative-
General Partner 134,365 97,292 255,095 212,506
------- -------- ------- --------
Property manage-
ment fees incurred
to affiliates of the
subsidiary
partnerships'
general
partners (d) 25,157 25,546 55,173 42,117
------- -------- ------- --------
Total general and
administrative-
related parties $159,522 $ 122,838 $310,268 $ 254,623
======= ======== ======= ========
</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
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<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. IV
AND SUBSIDIARIES
Notes to Financial Statements
September 30, 2000
(Unaudited)
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 $555,000 and $415,000 were accrued and unpaid as of September 30,
2000 and March 31, 2000, respectively.
(b) The Partnership reimburses the General Partner and its affiliates for actual
Partnership operating expenses incurred by the General Partner and its
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. Another
affiliate of the General Partner performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance.
(c) Independence SLP 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.
(d) Property management fees incurred by the Local Partnerships amounted to
$83,362 and $74,831 and $168,435 and $129,592 for the three and six months ended
September 30, 2000 and 1999, respectively. Of these fees $25,157 and $25,546 and
$55,173 and $42,117 were incurred to affiliates of the subsidiary partnerships'
general partners.
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<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 September 30, 2000, the Partnership has invested approximately $37,669,000
(including approximately $1,161,000 classified as a loan repayable from
sale/refinancing proceeds in accordance with the Contribution Agreement and not
including acquisition fees of approximately $1,771,000) of net proceeds in
fourteen Local Partnerships of which approximately $2,910,000 remains to be paid
to the Local Partnerships (including approximately $629,000 being held in
escrow) as certain benchmarks, such as occupancy level, must be attained prior
to the release of the funds. During the six months ended September 30, 2000,
approximately $852,000 was paid to Local Partnerships (none of which was
released from escrow). The Partnership has completed acquiring additional
properties, but the Partnership may be required to fund potential purchase price
adjustments based on tax credit adjustor clauses. There were no increases in
purchase price adjustments during the six months ended September 30, 2000.
For the six months ended September 30, 2000, cash and cash equivalents of the
Partnership and its fourteen consolidated Local Partnerships increased
approximately $708,000 primarily due to a decrease in investments available for
sale ($3,100,000) which exceeded cash used in operating activities ($681,000), a
decrease in accounts payable and other liabilities relating to investing
activities ($164,000), an increase in property and equipment ($25,000), net
repayments of mortgage notes and construction loans ($1,490,000) and a decrease
in capitalization of consolidated subsidiaries attributable to minority interest
($31,000). Included in the adjustments to reconcile the net loss to cash used in
operations is depreciation and amortization of approximately $1,276,000.
A working capital reserve has been established from the Partnership's funds
available for investment, which includes amounts which may be required for
potential purchase price adjustments
-13-
<PAGE>
based on tax credit adjustor clauses. At September 30, 2000, there is
approximately $1,026,000 in the working capital reserves. The General Partner
believes that these reserves, plus any cash distributions received from the
operations of the Local Partnerships, will be sufficient to fund the
Partnership's ongoing operations for the foreseeable future. Cash distributions
from the Local Partnership will be relatively immaterial. During the six months
ended September 30, 2000, there has been no cash distributions from the Local
Partnerships.
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 will be 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 tax credits will be attached to the project for a
period of ten years, and will be 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 September 30, 2000 and 1999, the Partnership had acquired an interest in
fourteen and twelve Local Partnerships, fourteen and eleven of which were
consolidated at September 30, 2000 and 1999, respectively. The Partnership does
not intend to acquire any additional interests in Local Partnerships.
The Partnership's results of operations for the three and six months ended
September 30, 2000 and 1999 consisted primarily of (1) approximately $30,000 and
$94,000 and $69,000 and $214,000, respectively, of tax-exempt interest income
earned on funds not currently invested in Local Partnerships and (2) the results
of the Partnership's investment in fourteen of fourteen and eleven of twelve
consolidated Local Partnerships, respectively.
For the three and six months ended September 30, 2000 as compared to the
corresponding period in 1999, rental income and all
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<PAGE>
categories of expenses increased and the results of operations are not
comparable due to the acquisition, construction and rent up of properties, and
are not reflective of future operations of the Partnership due to uncompleted
property construction and rent up of properties. In addition, interest income
will continue to decrease in future periods since a substantial portion of the
proceeds from the Offering will be included in or released to Local
Partnerships. Other income decreased approximately $36,000 and $87,000 for the
three and six months ended September 30, 2000 as compared to the corresponding
periods in 1999 primarily due to a decrease in interest income as a result of
the acquisition of and the release of proceeds to the Local Partnerships.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None
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<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
(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**
(27) Financial Data Schedule (filed herewith)
* 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.
(b) Reports on Form 8-K - No reports on Form 8-K were filed during the
quarter.
-16-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
INDEPENDENCE TAX CREDIT PLUS L.P. IV
(Registrant)
By: RELATED INDEPENDENCE L.L.C.,
General Partner
Date: October 31, 2000
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
President and Member
(principal executive and financial officer)
Date: October 31, 2000
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
