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 15, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-17015
LIBERTY TAX CREDIT PLUS L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3446500
------------------------------- -----------------------------
(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
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
============= =============
June 15, March 15,
1997 1997
------------- -------------
<S> <C> <C>
ASSETS
Property and equipment, at cost,
net of accumulated depreciation
of $74,188,290 and $72,046,250,
respectively $ 180,849,407 $ 182,767,711
Cash and cash equivalents 2,387,859 2,918,344
Cash held in escrow 9,493,185 9,258,938
Accounts receivable - tenants 723,390 612,022
Deferred costs - net of accumulated
amortization of $3,766,067
and $3,694,780, respectively 3,765,530 3,836,817
Other assets 1,524,587 1,404,120
------------- -------------
Total assets $ 198,743,958 $ 200,797,952
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable $ 157,071,372 $ 157,643,066
Accounts payable and other
liabilities 8,243,914 7,954,170
Due to local general partners and
affiliates 14,406,311 14,161,748
Due to general partners and
affiliates 3,319,023 2,987,268
Due to selling partners 923,385 980,913
------------- -------------
Total liabilities 183,964,005 183,727,165
============= =============
Minority interest 5,976,920 6,124,180
------------- -------------
Commitments and contingencies (Note 3)
Partners' capital:
Limited partners (15,987.5 BACs
issued and outstanding) 9,444,847 11,566,985
General partners (641,814) (620,378)
------------- -------------
Total partners' capital 8,803,033 10,946,607
------------- -------------
Total liabilities and partners'
capital $ 198,743,958 $ 200,797,952
============= =============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
2
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
============================
Three Months Ended
June 15,
============================
1997 1996
----------------------------
<S> <C> <C>
Revenues
Rental income $ 8,348,040 $ 8,341,970
Other income 279,544 294,371
------------- -------------
Total revenues 8,627,584 8,636,341
============= =============
Expenses
General and administrative 1,449,958 1,374,500
General and administrative-
related parties (Note 2) 657,165 417,574
Repairs and maintenance 1,402,811 1,553,783
Operating and other 1,233,813 1,108,648
Taxes 367,455 363,138
Insurance 336,683 336,916
Interest 3,203,371 3,345,000
Depreciation and amortization 2,213,327 2,291,735
------------- -------------
Total expenses 10,864,583 10,791,294
============= =============
Minority interest in loss
of subsidiaries 93,425 86,011
------------- -------------
Net loss $ (2,143,574) $ (2,068,942)
============= =============
Net loss-limited partners $ (2,122,138) $ (2,048,253)
============= =============
Number of BACs outstanding 15,987.5 15,987.5
============= =============
Net loss per BAC $ (132.74) $ (128.12)
============= =============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
3
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statement of Changes in Partners' Capital
(Unaudited)
<TABLE>
<CAPTION>
==========================================
Limited General
Total Partners Partners
------------------------------------------
<S> <C> <C> <C>
Partners' capital -
March 16, 1997 $ 10,946,607 $ 11,566,985 $ (620,378)
Net loss, three
months ended
June 15, 1997 (2,143,574) (2,122,138) (21,436)
------------ ------------ ----------
Partners' capital -
June 15, 1997 $ 8,803,033 $ 9,444,847 $ (641,814)
============ ============ ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
4
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Statements of Cash Flows
Decrease in Cash and Cash Equivalents
(Unaudited)
<TABLE>
<CAPTION>
============================
Three Months Ended
June 15,
============================
1997 1996
----------------------------
<S> <C> <C>
Cash flows provided by (used in)
operating activities:
Net loss $ (2,143,574) $ (2,068,942)
Adjustments to reconcile net loss
to net cash provided by (used
in) operating activities:
Depreciation and amortization 2,213,327 2,291,735
Minority interest in loss of
subsidiaries (93,425) (86,011)
Increase in accounts
receivable-tenants (111,368) (87,196)
Increase in other assets (120,467) (3,241)
Increase in accounts payable and
other liabilities 289,744 315,124
Increase (decrease) in due to
general partners and affiliates 331,755 (635,579)
Decrease in cash held in escrow 220,115 247,999
------------- -------------
Net cash provided by (used in)
operating activities 586,107 (26,111)
------------- -------------
Cash flows used in investing activities:
(Increase) decrease in cash held
in escrow (454,362) 48,767
Acquisition of property and
equipment (223,736) (284,972)
------------- -------------
Net cash used in investing activities (678,098) (236,205)
------------- -------------
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
5
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Statements of Cash Flows
Decrease in Cash and Cash Equivalents
(continued)
(Unaudited)
<TABLE>
<CAPTION>
============================
Three Months Ended
June 15,
============================
1997 1996
----------------------------
<S> <C> <C>
Cash flows (used in) provided by
financing activities:
Increase in deferred costs 0 (195,239)
Decrease in due to selling partners (57,528) (72,560)
Proceeds from mortgage notes 0 4,480,000
Repayments of mortgage notes (571,694) (4,088,083)
Increase in due to local general
partners and affiliates 251,259 269,104
Decrease in due to local general
partners and affiliates (6,696) (100,522)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (53,835) (137,162)
------------- -------------
Net cash (used in) provided by
financing activities (438,494) 155,538
------------- -------------
Net decrease in cash and
cash equivalents (530,485) (106,778)
Cash and cash equivalents at
beginning of period 2,918,344 2,780,280
------------- -------------
Cash and cash equivalents at
end of period $ 2,387,859 $ 2,673,502
============= =============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
6
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 15, 1997
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of the Partnership
and 31 subsidiary partnerships ("subsidiary partnerships" or Local Partnerships)
in which the Partnership is a limited partner. Through the rights of the
Partnership and/or a General Partner, which General Partner 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. All intercompany accounts and transactions with the
subsidiary partnerships have been eliminated in consolidation.
The Partnership's fiscal quarter ends on June 15. All subsidiary partnerships
have fiscal quarters ending March 31. Accounts of the subsidiary partnerships
have been adjusted for intercompany transactions from April 1 through June 15.
In the opinion of the general partners 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 15, 1997 and the results of operations and cash
flows for the three months ended June 15, 1997 and 1996. However, the operating
results for the three months ended June 15, 1997 may not be indicative of the
results for the year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principals
have been omitted or condensed. These consolidated 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 15,
1997.
Increases (decreases) in the capitalization of consolidated subsidiary
partnerships attributable to minority interest arises from cash contributions
and from cash distributions to the minority interest partners.
Losses attributable to minority interests which exceed the minority interests'
investment in subsidiary partnerships have been charged to the Partnership. Such
losses aggregated $51,000 and $67,000, for the three months ended June 15, 1997
and 1996, respectively. The Partnership's investment in each subsidiary part-
7
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 15, 1997
(Unaudited)
Note 1 - General (continued)
nership is equal to the respective subsidiary partnership'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.
Note 2 - Related Party Transactions
One of the General Partners also has a 1% interest as a special limited partner,
in each of the subsidiary partnerships. An affiliate of the General Partners
also has a minority interest in certain subsidiary partnerships.
The General Partners and their affiliates perform services for the Partnership.
The costs incurred for the three months ended June 15, 1997 and 1996 are as
follows:
<TABLE>
<CAPTION>
Three Months Ended
June 15,
----------------------------
1997 1996
----------------------------
<S> <C> <C>
Partnership management
fees (a) $ 284,500 $ 50,000
Expense reimbursement (b) 45,713 47,325
Property management fees (c) 307,952 300,249
Local administrative fee (d) 19,000 20,000
------------- -------------
$ 657,165 $ 417,574
============= =============
</TABLE>
(a) The General Partners are entitled to receive a partnership management fee,
after payment of all Partnership expenses, which together with the local annual
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. The partnership management fee, subject to the foregoing
limitation, will be determined by the general partners in their sole discretion
based upon their review of the Partnership's investments. Partnership management
fees owed to the General Partners amounting to approximately $2,272,000 and
$1,988,000 were accrued and unpaid as of June 15, 1997 and March 15, 1997,
respectively.
8
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 15, 1997
(Unaudited)
Note 2 - Related Party Transactions (continued)
(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
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 Partners 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 Related General Partner amounting to approximately $339,000 and $293,000
were accrued and unpaid as of June 15, 1997 and March 15, 1997, respectively.
The General Partners have continued advancing and allowing the accrual without
payment of the amounts set forth in (a) and (b) but are under no obligation to
do so.
(c) Property management fees incurred by subsidiary partnerships amounted to
$454,972 and $460,386 for the three months ended June 15, 1997 and 1996,
respectively. Of these fees $286,800 and $280,122 were incurred to affiliates of
the subsidiary partnerships' general partners. In addition, $21,152 and $20,127
were incurred to affiliates of the Partnership.
(d) Liberty Associates III L.P., the special limited partner of the subsidiary
partnerships, is entitled to receive a local administrative fee of up to $2,500
per year from each subsidiary partnership.
Note 3 - Commitments and Contingencies
The following disclosure includes changes and/or additions to the disclosures
regarding the subsidiary partnerships which were included in the Partnership's
Annual Report on Form 10-K for the period ended March 15, 1997.
Regent Street Associates, L.P.
Regent Street Associates, L.P. ("Regent Street") has received from the Internal
Revenue Service a Notice of Final Partnership Administrative Adjustment.
Pursuant to the notice, the Internal Revenue Service has challenged the method
in which Regent Street has allocated the below-market federal financing to its
properties, which challenge, if successful, would result in Regent Street only
being able to claim a 4% Low Income Housing Tax Credit rather
9
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 15, 1997
(Unaudited)
Note 3 - Commitments and Contingencies (continued)
than a 9% Low Income Housing Tax Credit. The Internal Revenue Service has also
challenged the inclusion of a portion of the developer's fee and legal costs in
qualified expenditures for the purpose of determining Low Income Housing and
Historic Rehabilitation Tax Credits and depreciable basis. The general partners
of the Regent Street subsidiary partnership have filed a petition in the United
States Tax Court for readjustment challenging each of the positions taken by the
Internal Revenue Service. The case is currently set for trial in the Tax Court
at the session beginning on October 14, 1997. The Partnership's investment in
Regent Street at June 15, 1997 and March 15, 1997 was approximately $857,000 and
$919,000, respectively, and the minority interest balance was zero at each date.
Regent Street's net loss after minority interest amounted to approximately
$62,000 and $53,000 for the three months ended June 15, 1997 and 1996,
respectively.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
The Partnership's capital has been invested in 31 Local Partnerships.
The Partnership's primary sources of funds are the cash distributions from
operations of the Local Partnerships in which the Partnership has invested.
These sources are available to meet obligations of the Partnership. However, the
cash distributions received from the Local Partnerships to date have not been
sufficient to meet all such obligations of the Partnership. During the three
months ended June 15, 1997 and 1996 such distributions amounted to approximately
$14,000 and $32,000 respectively. Accordingly, the Related General Partner and
affiliates advanced funds totaling approximately $119,000 and $118,000 at June
15, 1997 and March 15, 1997 respectively, to meet the Partnership's third party
obligations. In addition, certain fees and expense reimbursements owed to the
General Partners amounting to approximately $2,611,000 and $2,281,000 were
accrued and unpaid as of June 15, 1997 and March 15, 1997, respectively. Without
the General Partner's advances and continued accrual without payment of certain
fees and expense reimbursements, the Partnership will not be in a position to
meet its obligations. The General Partners have continued advancing and allowing
the accrual without payment of these amounts but are under no obligation to do
so.
For the three months ended June 15, 1997, cash and cash equivalents of the
Partnership and its 31 consolidated subsidiary partnerships decreased
approximately $530,000. This decrease is attributable to an increase in property
and equipment ($224,000), an increase in cash held in escrow for investing
activities ($454,000), a decrease in due to selling partners ($58,000),
repayments of mortgage notes ($572,000) and a decrease in capitalization of
consolidated subsidiaries attributable to minority interest ($54,000) which
exceeded cash provided by operating activities ($586,000) and a net increase in
due to local general partners and affiliates ($245,000). Included in the
adjustments to reconcile the net loss to cash provided by operating activities
is depreciation and amortization ($2,213,000).
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 Local 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
11
<PAGE>
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.
Except as described above, management is not aware of any other trends or
events, commitments or uncertainties that will 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 diversifications of the portfolio
may not protect against a general downturn in the national economy. The
Partnership has fully invested the proceeds of its offerings in 31 Local
Partnerships, all of which fully have their tax credits in place (see Note 3 to
the financial statements with respect to Regent Street Associates L.P.). 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 Partners determined that a sale of a property is warranted, the
remaining tax credits would transfer to the new owner, thereby adding
significant value to the property on the market, which are not included in the
financial statement carrying amount.
Results of Operations
Results of operations for the three months ended June 15, 1997 and 1996
consisted primarily of the results of the Partnership's investment in the
consolidated Local Partnerships.
Rental income increased less than 1% for the three months ended June 15, 1997 as
compared to the corresponding period in 1996 primarily due to rental rate
increases.
Total expenses excluding general and administrative-related parties and
operating and other remained fairly consistent with a decrease of approximately
3% for the three months ended June 15, 1997 as compared to 1996.
General and administrative-related parties increased approximately $240,000 for
the three months ended June 15, 1997 as compared to the corresponding period in
1996 primarily due to an increase in partnership management fees payable to the
General Partners.
Operating and other expenses increased approximately $125,000 for the three
months ended June 15, 1997 as compared to the corresponding period in 1996
primarily due to an increase in utilities at four Local Partnerships.
12
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The litigation described in Note 3 to the financial statements contained in
Part 1, Item I is incorporated herein by reference.
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:
27 Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K - No reports on Form 8-K were filed during the
quarter.
13
<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.
LIBERTY TAX CREDIT PLUS L.P.
----------------------------
(Registrant)
By: RELATED CREDIT PROPERTIES L.P.,
a General Partner
By: RELATED CREDIT PROPERTIES INC.,
General Partner
Date: July 29, 1997
By:/s/ Alan P. Hirmes
----------------------------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: July 29, 1997
By:/s/ Richard A. Palermo
----------------------------------------
Richard A. Palermo,
Treasurer
(principal accounting officer)
By: LIBERTY G.P. INC.,
a General Partner
Date: July 29, 1997
By:/s/ Paul L. Abbott
----------------------------------------
Paul L. Abbott,
Chairman of the Board, President,
Chief Operating Officer and Director
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted from the financial
statements for Liberty Tax Credit Plus L.P. and is qualified in its entirety by
reference to such financial statements
</LEGEND>
<CIK> 0000818020
<NAME> Liberty Tax Credit Plus L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-15-1998
<PERIOD-START> MAR-16-1997
<PERIOD-END> JUN-15-1997
<CASH> 11,881,004
<SECURITIES> 0
<RECEIVABLES> 723,390
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,524,587
<PP&E> 255,037,697
<DEPRECIATION> 74,188,290
<TOTAL-ASSETS> 198,743,958
<CURRENT-LIABILITIES> 25,969,248
<BONDS> 157,994,757
0
0
<COMMON> 0
<OTHER-SE> 8,803,033
<TOTAL-LIABILITY-AND-EQUITY> 198,743,958
<SALES> 0
<TOTAL-REVENUES> 8,627,584
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,661,212
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,203,371
<INCOME-PRETAX> (2,236,999)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,236,999)
<EPS-PRIMARY> (132.74)
<EPS-DILUTED> 0
</TABLE>
