UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 15, 1999
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
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Beneficial Assignment Certificates and Limited Partnership
Interests
(Title of Class)
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 re-
quirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowl-
edge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
DOCUMENTS INCORPORATED BY REFERENCE
None
Index to exhibits may be found on page 117
Page 1 of 129
<PAGE>
PART I
Item 1. Business.
General
Liberty Tax Credit Plus L.P. (the "Partnership") is a limited
partnership which was formed under the laws of the State of
Delaware on June 26, 1987. Since November 25, 1997, the general
partners of the Partnership have been Related Credit Properties
L.P., a Delaware limited partnership (the "Related General Part-
ner") and Liberty Associates III L.P., a Delaware limited part-
nership ("Liberty Associates", and together with the Related
General Partner the "General Partners"). The Related General
Partner is also the special limited partner of the Partnership.
The general partner of the Related General Partner is Related
Credit Properties Inc., a Delaware corporation. The general
partner of Liberty Associates is the Related General Partner.
On November 25, 1997, affiliates of the Related General Partner
and Liberty GP Inc. ("LGP"), then the general partners of the
Partnership, entered into a Purchase Agreement pursuant to which
the Related General Partner purchased LGP's general partner in-
terest in the Partnership (the "Transfer"). In addition to the
Transfer, the Related General Partner also acquired LGP's spe-
cial limited partner interest in the Partnership and its general
partner interest in Liberty Associates. Prior to the Transfer,
Liberty Associates was an affiliate of Lehman Brothers.
On November 20, 1987, the Partnership commenced a public offer-
ing (the "Offering") of Beneficial Assignment Certificates
("BACs") representing assignments of limited partnership inter-
ests in the Partnership ("Limited Partnership Interests"), pur-
suant to a prospectus dated November 20, 1987, as supplemented
by the supplements thereto dated January 14, 1988 and March 14,
1988 (as so supplemented the, "Prospectus"). As of April 4,
1988 (the date on which the Partnership held the final closing
of the sale of BACs and on which the Offering was terminated),
the Partnership had received $79,937,500 of gross proceeds of
the Offering from 5,525 investors.
The Partnership was formed to invest, as a limited partner, in
other limited partnerships (referred to herein as "Local Part-
nerships", "subsidiaries" or "subsidiary partnerships") which
own leveraged low and moderate-income multifamily residential
complexes ("Apartment Complexes" or "Properties") that are eli-
gible for the low-income housing tax credit ("Tax Credit") en-
acted in the Tax Reform Act of 1986, and to a lesser extent in
Local Partnerships owning Properties ("Rehabilitation Projects")
that are eligible for the historic rehabilitation tax credit
(together with Housing Tax Credits, "Tax Credits"). The Part-
nership's investment in each Local Partnership represents a 20%
to 98% interest in each of the Local Partnerships. As of March
15, 1999, the Partnership had acquired interests in 31 Local
Partnerships and does not anticipate making any additional in-
vestments. See Item 2, Properties, below.
Liberty Associates is the Special Limited Partner in all 31 Lo-
cal Partnerships, as well as a general partner of the Partner-
ship. Liberty Associates has certain rights and obligations in
its role as Special Limited Partner, which permit this affiliate
of the Partnership to exercise control over the management and
policies of the Local Partnerships.
The investment objectives of the Partnership are to:
1. Entitle qualified BACs holders to substantial low-income Tax
Credits (and potentially rehabilitation tax credits) over the
period of the Partnership's entitlement to claim Tax Credits
(for each Property, ten years from the date of investment or, if
later, the date the Property is placed in service.)
2. Participate in any capital appreciation in the value of the
Properties and provide distributions of sale or refinancing pro-
ceeds upon the disposition of the Properties.
3. Preserve and protect the Partnership's capital.
4. Provide cash distributions when available from the opera-
tions of Apartment Complexes and Rehabilitation Projects.
5. Allocate passive losses to individual BACs holders to offset
passive income that they may realize from rental real estate in-
vestments and other passive activities, and allocate passive
losses to corporate BACs holders to offset active business in-
come.
One of the Partnership's objectives is to entitle qualified BACs
holders to Tax Credits over the period of the Partnership's en-
titlement to claim Tax Credits (for each Property, generally ten
years from the date of investment or, if later, the date the
Property is leased to qualified tenants; referred to herein as
the "Tax Credit Period"). Each of the Local Partnerships in
which the Partnership has acquired an interest has been allo-
cated by respective state credit agencies the authority to rec-
ognize Tax Credits during the Tax Credit Period provided that
the Local Partnership satisfies the rent restriction, minimum
set-aside and other requirements for recognition of the Tax
Credits at all times during the 15-year period commencing at the
beginning of the Credit Period. Once a Local Partnership has
become eligible to recognize Tax Credits or historic rehabilita-
tion tax credits, it may lose such eligibility and suffer an
event of "recapture" if its Property fails to remain in compli-
ance with the Tax Credit requirements. None of the Local Part-
nerships in which the Partnership has acquired an interest has
suffered an event of recapture.
As of March 15, 1999, the Partnership has not met its investment
objective of providing cash distributions from the operations of
the Properties. Cash distributions received from the Local
Partnerships have been relatively immaterial. The Partnership
does not anticipate providing cash distributions to BACs holders
in circumstances other than refinancings or sales. Accordingly,
at this time there can be no assurance that the Partnership will
achieve each of its investment objectives.
The Partnership is subject to the risks incident to potential
losses arising from the management and ownership of improved
real estate. The Partnership can also be affected by poor eco-
nomic conditions generally. However no more than 20% of the
Properties are located in any single state. There are also sub-
stantial risks associated with owning properties receiving gov-
ernment assistance, for example the possibility that Congress
may not appropriate funds to enable HUD to make rental assis-
tance payments. HUD also restricts annual cash distributions to
partners based on operating results and a percentage of the own-
ers' equity contribution. The Partnership cannot sell or sub-
stantially 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 as-
sistance contracts expire.
Competition
The real estate business is highly competitive and substantially
all of the Properties acquired by the Partnership are subject to
active competition from similar properties in their respective
vicinities. In addition, various other limited partnerships
may, in the future, be formed by the General Partners and/or
their affiliates to engage in businesses which may be competi-
tive with the Partnership.
Employees
The Partnership does not have any direct employees. All serv-
ices are performed for the Partnership by its General Partners
and their affiliates. The General Partners receive compensation
in connection with such activities as set forth in Items 11 and
13. In addition, the Partnership reimburses the General Part-
ners and certain of their affiliates for expenses incurred in
connection with the performance by their employees of services
for the Partnership in accordance with the Partnership's Amended
and Restated Agreement of Limited Partnership (the "Partnership
Agreement").
Item 2. Properties.
The Partnership has acquired an interest as a limited partner in
31 Local Partnerships. Set forth below is a schedule of these
Local Partnerships including certain information concerning the
properties (the "Local Partnership Schedule"). Further informa-
tion concerning those Local Partnerships and their Properties,
including any encumbrances affecting the Properties, may be
found in Item 14, Schedule III.
Except for the seven Local Partnerships listed below, the fol-
lowing is the allocation of ownership percentage for each of the
Local Partnerships:
General Partner 1%
Special Limited Partner 1%
Limited Partner - Liberty Tax Credit Plus L.P. 98%
<TABLE>
<CAPTION>
General Special Liberty Tax *Other
Partner(s) Limited Partners Credit Plus L.P. Limited Partners
<S> <C> <C> <C> <C>
Shiloh Grove 5% 1% 94% 0%
Concourse Artists 1% 1% 79% 19%
Grand Concourse 1% 1% 79% 19%
Robin Housing 1% 1% 79% 19%
Willoughby - Wyckoff 1% 1% 79% 19%
Penn Alto 1% 1% 19.60% 78.40%
Sartain 1% 1% 71.54% 26.46%
*Affiliate of the Partnership with same management
</TABLE>
<TABLE>
Local Partnership Schedule
<CAPTION>
Name and Location % of Units Occupied at May 1,
(Number of Units) Date Acquired 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
B & C Housing
Associates, L.P. December 1987 91 93 86 89 87
Tulsa, OK (220)
State Street 86
Associates, L.P. February 1988 97 99 98 98 100
Camden, NJ (200)
Fox Glenn
Investors, L.P. March 1988 97 94 96 98 97
Seat Pleasant, MD (172)
Shiloh-Grove L.P.
(Mt. Vernon) February 1988 97 96 93 97 97
Columbus, OH (394)
Silver Blue Lake
Apartments, LTD. February 1988 92 99 98 98 100
Miami, FL (123)
Lancaster Towers
Associates, LTD. May 1988 99 100 100 100 100
Lancaster, NY (157)
West Kinney
Associates, L.P. June 1988 98 99 97 98 98
Newark, NJ (114)
Autumn Park
Associates, L.P. June 1988 83 88 96 97 93
Wilsonville, OR (144)
Regent Street
Associates, L.P. June 1988 89 90 100 98 99
Philadelphia, PA (80)
Magnolia Arms
Associates, LTD. July 1988 94 89 96 97 84
Jacksonville, FL (232)
Greenleaf
Associates, L.P. July 1988 97 97 95 97 98
Kansas City, Mo (195)
Alameda Towers
Associates, L.P. July 1988 96 99 99 100 98
San Juan, PR (150)
Dixie Apartment
Associates, LTD. July 1988 100 100 100 93 100
Miami, FL (29)
Ludlam Gardens
Apartments, LTD. July 1988 97 100 100 99 99
Miami, FL (90)
Grove Parc
Associates, L.P.
(Woodlawn) July 1988 98 98 98 99 98
Chicago, IL (504)
2108 Bolton Drive
Associates, L.P. July 1988 100 96 99 95 100
Atlanta, GA (358)
Apple Creek Housing
Associates, LTD. June 1988 90 98 98 96 99
Arvado, CO (195)
Redwood Villa
Associates September 1988 98 96 98 100 96
San Diego, CA (92)
Charles Drew Court
Associates, L.P. September 1988 100 99 95 89 100
Atlantic City, NJ (38)
Walnut Park Plaza
Associates, L.P. September 1988 86 87 88 89 92
Philadelphia, PA (227)
Bayridge
Associates, L.P. December 1988 96 94 93 97 97
Beaverton, OR (246)
United-Pennsylvanian,
L.P. December 1988 98 100 96 98 100
Erie, PA (112)
2051 Grand Concourse
Associates, L.P. November 1988 98 94 97 97 98
Bronx, NY (63)
Concourse Artists Housing
Associates, L.P. November 1988 96 91 96 96 100
Bronx, NY (23)
Willoughby/Wycoff Housing
Associates, L.P. November 1988 93 91 93 97 88
Bronx, NY (68)
Robin Housing
Associates, L.P. November 1988 98 95 99 97 92
Bronx, NY (100)
Lund Hill
Associates, L.P. January 1989 100 100 100 100 100
Superior, WI (150)
Tanglewood
Apartments, L.P. October 1988 89 78 85 100 100
Joplin, MO (176)
Quality Hill Historic District-
Phase II-A, L.P. March 1989 100 97 98 94 85
Kansas City, MO (49)
Penn Alto
Associates, L.P. June 1989 89 87 81 87 81
Altoona, PA (150)
Sartain School
Venture, L.P. August 1990 91 100 100 89 100
Philadelphia, PA (35)
</TABLE>
The general partners of the Local Partnerships in which the
Partnership invests ("Local General Partners") were generally
required, pursuant to a Development Deficit Guaranty Agreement,
to fund deficits incurred during the development stage of the
Local Partnerships and/or to undertake to repurchase the Part-
nership's interest in the Local Partnership if construction was
not completed substantially on time and on budget. A develop-
ment deficit is incurred when costs to rehabilitate, finance and
pay all other operating expenses of a Local Partnership exceed
the proceeds of the mortgage note, capital contribution and
rental receipts prior to completion of the development of the
Local Partnership. Development deficit payments were made with-
out right of repayment.
The General Partners generally required that the Local General
Partners undertake an obligation, pursuant to an Operating Defi-
cit Guaranty Agreement, to fund operating deficits (up to a
stated maximum amount) of the Local Partnership during a limited
period of time (generally three years) following the Partner-
ship's investment. In each case, the operating deficits were
funded by Operating Loans which bore interest and which could be
repaid only out of 50% of available cash flow or out of avail-
able net sale or refinancing proceeds.
Additionally, the Local General Partners were generally required
to enter into a Rent-Up Guaranty Agreement, whereby the Local
General Partner agreed to pay liquidated damages if predeter-
mined occupancy rates were not achieved. These payments were to
be made without right of repayment. In most instances, if
rental achievement was not met by a specified date, the Local
General Partner was also required to pay to the Local Partner-
ship, a return of capital, and interest thereon, as stated in
the Local Partnership's partnership agreement. Security for
these agreements was generally provided in the form of letters
of credit and/or escrow deposits provided by the Local General
Partner.
All development deficit, rent-up and operating deficit guaran-
tees with respect to the Properties have expired.
Tax Credits with respect to a given Property are available for a
ten-year Tax Credit Period that commences when the property is
leased to qualified tenants. However, the annual Tax Credits
available in the year in which the Apartment Complex is placed
in service must be prorated based upon the months remaining in
the year. The amount of the annual Tax Credits not available in
the first year will be available in the eleventh year. In cer-
tain cases, the Partnership acquired its interest in a Local
Partnership after the Local Partnership had placed its Apartment
Complex in service. In these cases, the Partnership may be al-
located Tax Credits only beginning in the month following the
month in which it acquired its interest and Tax Credits allo-
cated in any prior period would not be available to the Partner-
ship.
All leases are generally for periods not greater than one to two
years and no tenant occupies more than 10% of the rentable
square footage.
Commercial tenants (to which average rental per square foot ap-
plies) comprise less than 5% of the rental revenues of the Local
Partnership. Maximum rents for the residential units are deter-
mined annually by HUD and reflect increases/decreases in con-
sumer price indices in various geographic areas. Market condi-
tions, however, determine the amount of rent actually charged.
Management continuously reviews the physical state of the Prop-
erties and budgets improvements when required, which are gener-
ally funded from cash flow from operations or release of re-
placement reserve escrows.
Management continuously reviews the insurance coverage of the
Properties and believes such coverage is adequate.
See Item 1. Business, above for the general competitive condi-
tions to which the Properties described above are subject.
Real estate taxes are calculated using rates and assessed valua-
tions determined by the township or city in which the property
is located. Such taxes have approximated 1% of the aggregate
cost of the properties as shown in Schedule III to the financial
statements included herein.
Item 3. Legal Proceedings.
This information is incorporated by reference to the discussions
of Regent Street and Robin Housing in the Results of Operations
of Certain Local Partnerships contained in Item 7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Security Holder Matters.
The Partnership has issued 15,987.5 Limited Partnership Inter-
ests, each representing a $5,000 capital contribution to the
Partnership, for aggregate Gross Proceeds of $79,937,500. All
of the issued and outstanding Limited Partnership Interests have
been issued to Liberty Credit Assignor Inc. (the "Assignor Lim-
ited Partner"), which has in turn issued BACs to the purchasers
thereof for an aggregate purchase price of $79,937,500. Each
BAC represents all of the economic and virtually all of the own-
ership rights attributable to a Limited Partnership Interest
held by the Assignor Limited Partner. BACs may be converted
into Limited Partnership Interests at no cost to the holder
(other than the payment of transfer costs not to exceed $100),
but Limited Partnership Interests so acquired are not thereafter
convertible into BACs.
Neither the BACs nor the Limited Partnership Interests are
traded on any established public trading market. Because of the
provisions of the Revenue Act of 1987, unless there are further
changes in such law, the Partnership does not intend to include
the BACs for quotation on NASDAQ or for listing on any national
or regional stock exchange or any other established securities
market. The Revenue Act of 1987 contained provisions which have
an adverse impact on investors in "publicly traded partner-
ships." Accordingly, the General Partners have imposed limited
restrictions on the transferability of the BACs and the Limited
Partnership Interests in secondary market transactions. The re-
strictions should prevent a public trading market from develop-
ing and may adversely affect the ability of an investor to liq-
uidate his or her investment quickly. It is expected that such
procedures will remain in effect until such time, if ever, as
further revision of the Revenue Act of 1987 may permit the Part-
nership to lessen the scope of the restrictions.
The Partnership has 5,525 registered holders of an aggregate of
15,987.5 BACs, as of June 1, 1999.
All of the Partnership's general partnership interests, repre-
senting an aggregate capital contribution of $2,000, are held by
the two General Partners.
Certain Local Partnerships are subject to HUD restrictions which
limit annual cash distributions to partners and restrict the Lo-
cal Partnerships from selling or otherwise liquidating their as-
sets, without HUD's approval, during the period that the agree-
ment with HUD is in existence.
There are no material legal restrictions in the Partnership
Agreement on the ability to make distributions.
The Partnership has made no distributions to the BAC holders as
of March 15, 1999. The Partnership does not anticipate provid-
ing cash distributions to its Limited Partners in circumstances
other than refinancing or sales proceeds.
There continues to be a number of requests for the list of BAC
holders of limited partners such as BAC holders of the Partner-
ship. Often these requests are made by a person who, only a
short time before making the request, acquired merely a small
number of BACs in the Partnership and seeks the list for an im-
proper purpose, a purpose that is not in the best interest of
the Partnership or is harmful to the Partnership. In order to
best serve and protect the interests of the Partnership and all
of its investors, the General Partners of the Partnership have
adopted a policy with respect to requests for the Partnership's
list of BAC holders. This policy is intended to protect inves-
tors from unsolicited and coercive offers to acquire BAC hold-
ers' interests and does not limit any other rights the General
Partners may have under the Partnership Agreement or applicable
law.
<TABLE>
Item 6. Selected Financial Data.
The information set forth below presents selected financial data
of the Partnership. Additional financial information is set
forth in the audited financial statements in Item 8 hereof.
<CAPTION>
For the Year Ended March 15,
OPERATIONS 1999 1998 1997 1996 1995*
<S> <C> <C> <C> <C> <C>
Revenues $36,007,881 $35,350,849 $35,324,316 $35,455,255 $34,345,754
Operating
expenses (44,080,952)(42,873,491) (43,324,501) (42,396,512) (44,104,158)
Loss before
minority interest
and extraordinary
item (8,073,071) (7,522,642) (8,000,185) (6,941,257) (9,758,404)
Minority interest
in loss of
subsidiaries 344,685 347,557 382,054 483,863 367,308
Loss before
extraordinary
item (7,728,386)(7,175,085)(7,618,131) (6,457,394) (9,391,096)
Extraordinary
item (530,379) 0 0 0 9,335,750
Net loss $(8,258,765) $(7,175,085) $(7,618,131) $(6,457,394) $(55,346)
Loss before
extra-ordinary
item per
BAC $ (478.57) $ (444.31) $ (471.74) $ (399.86) $(581.53)
Extraordinary item per
BAC (32.84) 0 0 0 578.10
Net loss per weighted average
BAC $ (511.41) $ (444.31) $ (471.74) $ (399.86) $ (3.43)
*Reclassified for comparative purposes
<CAPTION>
March 15,
FINANCIAL POSITION 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Total
assets $186,633,608 $193,686,678 $200,797,952 $208,338,218 $216,196,946
Total
liabilities $(187,558,858) $(183,787,909)$(183,727,165) $(182,639,668)$(183,414,534)
Minority
interest $(3,561,993) $(6,127,247) $(6,124,180) $(7,133,812) $(7,760,280)
Total partners'
(deficit)
capital $(4,487,243) $3,771,522 $10,946,607 $18,564,738 $25,022,132
</TABLE>
During the years ended March 15, 1995 through 1999, total assets
decreased primarily due to depreciation, partially offset by net
additions to property and equipment.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Con-
dition and Results of Operations.
Liquidity and Capital Resources
The Partnership's primary sources of funds are the cash distri-
butions from operations of the Local Partnerships in which the
Partnership has invested. These sources are available to meet
obligations of the Partnership. During the years ended March
15, 1999, 1998 and 1997, such distributions amounted to approxi-
mately $2,141,000, $132,000 and $208,000, respectively. To
date, the General Partners and their affiliates have advanced
funds totaling approximately $9,000, $119,000 and $118,000 at
March 15, 1999, 1998 and 1997, respectively, to meet the Part-
nership's third party obligations. In addition, certain fees
and expense reimbursements owed to the General Partners amount-
ing to approximately $4,089,000, $3,553,000 and $2,281,000 were
accrued and unpaid as of March 15, 1999, 1998 and 1997, respec-
tively. In particular partnership management fees owed to the
General Partners amounting to approximately $4,014,000 and
$3,126,000 were accrued and unpaid as of March 15, 1999 and
March 15, 1998, respectively. Furthermore expense reimburse-
ments and asset monitoring fees owed to the General Partners
amounting to approximately $75,000 and $404,000 were accrued and
unpaid as of March 15, 1999 and March 15, 1998, respectively.
The General Partners have continued advancing and allowing the
accrual without payment of these amounts but are under no obli-
gation to do so. The Partnership used a portion of the refi-
nancing proceeds received from the Bayridge Associates, L.P.
mortgage refinancing (see below) to pay down some of the out-
standing amounts owed to the General Partners. The General
Partners believe the remaining proceeds will be adequate for the
Partnership's current operating needs and plan to invest the re-
serves in short-term investments.
During the year ended March 15, 1999, cash and cash equivalents
of the Partnership increased approximately $972,000. This in-
crease was primarily due to cash provided by operating activi-
ties ($2,868,000), a net increase in due to Local General Part-
ners and affiliates from financing activities ($626,000) and net
proceeds from mortgage notes ($1,706,000) which exceeded an in-
crease in cash held in escrow for investing activities
($880,000), improvements to property and equipment ($1,014,000),
an increase in deferred costs ($135,000) and a decrease in capi-
talization of consolidated subsidiaries attributable to minority
interest ($2,221,000). Included in the adjustments to reconcile
the net loss to cash provided by operating activities is depre-
ciation and amortization ($9,693,000).
A working capital reserve of approximately $1,364,000 and
$32,000 remained unused at March 15, 1999 and 1998, respec-
tively.
In April 1998, Bayridge Associates, L.P. ("Bayridge") refinanced
its mortgage note payable of $6,150,000. The new mortgage note
in the amount of $10,600,000 paid off the former mortgage note
and paid a cash flow distribution from refinancing proceeds of
approximately $1,904,000 to the Partnership. In order to repay
the mortgage loan due to Travelers prior to its maturity date,
Bayridge was obligated to pay a prepayment penalty to Travelers,
in the amount of $510,075. This amount, along with the remain-
ing unamortized deferred loan costs relating to that loan, was
charged to operations in 1998 and is reflected in the accompany-
ing statements of operations as an extraordinary loss from re-
tirement of debt (see Note 10). The new mortgage bears interest
at the rate of 6.96% per annum and is payable in monthly in-
stallments of $70,238 which includes principal and interest. Any
remaining principal and interest shall be due and payable May 1,
2008.
The Partnership is not expected to have access to additional
sources of financing.
In September 1997, Congress enacted the Multi-Family Assisted
Housing Reform and Affordability Act of 1997 ("MAHRA") which
provides for the renewal of Section 8 Housing Assistance Pay-
ments Contracts ("Section 8 Contracts") to be based upon market
rentals instead of the above-market rentals which is generally
the case under existing Section 8 Contracts. As a result, Sec-
tion 8 Contracts that are renewed in the future in projects in-
sured by the Federal Housing Administration ("FHA") may not pro-
vide sufficient cash flow to permit owners of properties to meet
the debt service requirements of these existing FHA-insured
mortgages. MAHRA also provides for the restructuring of these
mortgage loans so that the annual debt service on the restruc-
tured loan (or loans) can be supported by Section 8 rents estab-
lished at the market rents. The restructured loans will be held
by the current lender or another lender. There can be no assur-
ance that a property owner will be permitted to restructure its
mortgage indebtedness pursuant to the new rules implementing
MAHRA or that an owner, or the holder of the mortgage, would
choose to restructure the mortgage if it were able to partici-
pate. MAHRA went into effect on September 11, 1998 when interim
regulations implementing the program were published. It should
be noted that there are many uncertainties as to the economic
and tax impact on a property owner because of the combination of
the reduced Section 8 contract rents and the restructuring of
the existing FHA-insured mortgage loan under MAHRA.
On October 21, 1998, President Clinton signed the fiscal year
1999 Departments of Veteran Affairs, Housing and Urban Develop-
ment and Independent Agencies Appropriation Legislation into
law. The bill provides, among other things, that owners of a
property that was eligible for prepayment had to give notice of
such prepayment to HUD tenants and to the chief executive of the
state or local government for the jurisdiction in which the
housing is located. The notice must be provided not less than
150 days, but not more than 270 days, before such payment.
Moreover, the owner may not increase the rent charged to tenants
for a period of 60 days following such prepayment. The bill
also provides for tenant-based vouchers for eligible tenants
(generally below 80% of area median income) at the true compara-
ble market rents for unassisted units in order to protect cur-
rent residents from substantial increases in rent.
For a discussion of contingencies affecting certain Local Part-
nerships, see Results of Operations of Certain Local Partner-
ships below. Since the maximum loss the Partnership would be
liable for is its net investment in the respective Local Part-
nerships, 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 Partner-
ship's loss of its investment in a Local Partnership will elimi-
nate 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 expiration of the credit 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 diversi-
fied 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 fully invested the
proceeds of the Offering in 31 Local Partnerships, all of which
fully have their Tax Credits in place. The Tax Credits are at-
tached to the property for a period of ten years and are trans-
ferable with the property during the remainder of such ten year
period. If the General Partners determined that a sale of the
Partnership's interest in a property was warranted, the remain-
ing Tax Credits would transfer to the new owner, thereby adding
significant value to the property on the market, which is not
included in the financial statement carrying amount.
Results of Operations
Property and equipment to be held and used are carried at cost
which includes the purchase price, acquisition fees and ex-
penses, construction period interest and any other costs in-
curred 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 renew-
als and betterments are capitalized. At the time property and
equipment are retired or otherwise disposed of, the cost and ac-
cumulated depreciation are eliminated from the assets and accu-
mulated depreciation accounts and the profit or loss on such
disposition is reflected in earnings. A loss on impairment of
assets is recorded when management estimates amounts recoverable
through future operations and sale of the property on an undis-
counted basis are below depreciated cost. At that time property
investments themselves are reduced to estimated fair value (gen-
erally using discounted cash flows) when the property is consid-
ered to be impaired and the depreciated cost exceeds estimated
fair value.
At the time management commits to a plan to dispose of assets,
said assets are adjusted to the lower of carrying amount or fair
value less costs to sell. These assets are classified as prop-
erty and equipment-held for sale and are not depreciated.
Through March 15, 1999, the Partnership has not recorded any
loss on impairment of assets or reduction to estimated fair
value.
The following is a summary of the results of operations of the
Partnership for the years ended March 15, 1999, 1998 and 1997
(the 1998, 1997 and 1996 Fiscal Years, respectively).
The Partnership's revenues continue to consist primarily of the
results of the Partnership's investment in consolidated Local
Partnerships. Twenty one of the Local Partnerships receive HUD
Section 8 subsidies which serve to stabilize the revenues of
these Local Partnerships. The majority of the Local Partnership
income continues to be in the form of rental income with the
corresponding expenses being divided among operations, deprecia-
tion, and mortgage interest.
The net loss for the 1998, 1997 and 1996 Fiscal Years totaled
$8,258,765 and $7,175,085 and $7,618,131, respectively. The
1998 Fiscal Year is net of extraordinary loss of $530,379.
The Partnership continues to meet the investment objective of
generating Housing Tax Credits to qualified BACs holders. To
date all of the Local Partnerships have remained in compliance
with the Tax Credit requirements, and therefore none has suf-
fered an event of recapture of Tax Credits. The Partnership
generated $7,723,298, $11,058,148 and $11,001,671 in Tax Credits
during the 1998, 1997 and 1996 Fiscal Years, respectively.
1998 vs. 1997
Rental income increased approximately 1% for the 1998 Fiscal
Year as compared to the corresponding period in 1997 primarily
due to annual rental rate increases.
Other income increased approximately $177,000 for the 1998 Fis-
cal Year as compared to the corresponding period in 1997 primar-
ily due to fire insurance proceeds received by one Local Part-
nership as well as an increase in interest income from higher
cash and cash equivalent balances at the Partnership due to a
distribution received from the Bayridge refinancing in April
1998 which was invested in short-term investments.
Total expenses remained fairly consistent for the 1998 Fiscal
Year as compared to the corresponding period in 1997 with an in-
crease of approximately 3%.
An extraordinary loss from retirement of debt was recorded in
the 1998 Fiscal Year (see Note 10).
1997 vs. 1996
Rental income increased approximately 1% for the 1997 Fiscal
Year as compared to the corresponding period in 1996 primarily
due to annual rental rate increases.
Other income decreased approximately $355,000 for the 1997 Fis-
cal Year as compared to the corresponding period in 1996 primar-
ily due to a refund of overpaid property taxes at Bayridge Asso-
ciates in the 1996 Fiscal Year and a HUD reimbursement for va-
cancy losses at Shiloh Grove in the 1996 Fiscal Year.
Total expenses remained fairly consistent for the 1997 Fiscal
Year as compared to the corresponding period in 1996 with a de-
crease of approximately 1%.
Results of Operations of Certain Local Partnerships
Redwood Villa Associates, L.P.
Redwood Villa Associates ("Redwood") has sustained operating
losses since its inception. For the 1998 Fiscal Year, Redwood
experienced a loss of $234,467, including $219,563 of deprecia-
tion and $4,553 of amortization and at December 31, 1998 had a
working capital deficiency of $595,115 and a deficit in part-
ners' equity of $734,151. These conditions raise substantial
doubt about Redwood's ability to continue as a going concern.
Redwood's continuation as a going concern is dependent upon its
ability to achieve profitable operations or obtain future capi-
tal contributions from the partners. Management, whenever pos-
sible, plans to reduce operating costs to achieve profitable op-
erations. The financial statements for the 1998, 1997 and 1996
Fiscal Years for Redwood have been prepared assuming that Red-
wood will continue as a going concern. The Partnership's in-
vestment in Redwood at March 15, 1999 and 1998 was reduced to
zero by prior years' losses and the minority interest balance
was approximately $406,000 and $408,000, respectively. Red-
wood's net loss after minority interest amounted to approxi-
mately $233,000, $226,000 and $203,000 for the 1998, 1997 and
1996 Fiscal Years, respectively.
Walnut Park Plaza Associates
Walnut Park Plaza Associates ("Walnut Park") has sustained re-
curring losses from operations. At December 31, 1997, Walnut
Park had not made certain payments required under the terms of
the Bond Indenture and, as a result, is in default. On April 9,
1996, Walnut Park entered into an interim agreement with
E.A.Moos ("Moos"), Walnut Park's bondholders, which expired Oc-
tober 15, 1996 subject to certain defined extension and termina-
tion provisions. Moos and Walnut Park continued to operate un-
der the terms of the interim agreement until the bonds were sold
on October 31, 1997 to Municipal Capital Appreciation Partners,
ILP ("MCAPI"), at which time the interim agreement expired. The
interim agreement primarily allowed Moos to select an interim
and permanent replacement property manager, to formulate a pro-
posal to replace the general partner, and to possibly restruc-
ture the indebtedness of the project. On April 29, 1997, an
agreement was signed which provides for, among other things, the
transfer of the general partner interest to RCC Partners '96 LLC
("RCC"), an affiliate of the General Partners. Upon transfer of
the general partner interest to RCC, amounts due to the former
general partner and its affiliates totaling $693,340 were for-
given, resulting in a contribution to the subsidiary partners'
capital. 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 approve certain major oper-
ating and financial decisions, the Partnership continues to have
a controlling financial interest in Walnut Park. Walnut Park's
continued existence is dependent on improving the financial op-
erations of Walnut Park, the ultimate resolution of the default
of certain obligations under the terms of the Bond Indenture, or
the refinancing of the Bond Indenture. Contingent upon the out-
come of the aforementioned items, Walnut Park may be unable to
continue as a going concern in its present form. The Partner-
ship's investment in Walnut Park at March 15, 1999 and March 15,
1998 was reduced to zero by prior years' losses and the minority
interest balance amounted to approximately $1,122,000 and
$1,125,000, respectively. Walnut Park's net loss after minority
interest amounted to approximately $312,000, $511,000 and
$541,000 for the 1998, 1997 and 1996 Fiscal Years, respectively.
Robin Housing Associates
Robin Housing Associates ("Robin Housing") is a defendant in a
personal injury lawsuit. Robin Housing's insurance carrier in-
tends to defend Robin Housing vigorously. Management believes
that the insurance coverage is adequate to cover any liability
arising from this action. Since it is too premature to make an
evaluation of the amount or range of Robin Housing's potential
loss, it is management's opinion that no accrual for potential
losses is currently warranted in the financial statements. The
maximum loss which the Partnership would be liable for is its
net investment in Robin Housing amounting to approximately
$453,000. The Partnership's investment in Robin Housing was ap-
proximately $453,000 and $577,000 at March 15, 1999 and 1998,
respectively, and the minority interest balance was approxi-
mately $0 and $68,000, respectively. Robin Housing's net loss
after minority interest amounted to approximately $115,000,
$91,000 and $115,000 for the 1998, 1997 and 1996 Fiscal Years,
respectively.
Willoughby-Wyckoff Housing Associates
The financial statements for Willoughby-Wyckoff Housing Associ-
ates ("Willoughby") have been prepared on the basis that it will
continue as a going concern, which contemplates continuity of
operations, realization of assets and liquidation of liabilities
in the ordinary course of business. There are certain condi-
tions that raise substantial doubt about Willoughby's ability to
continue as a going concern. Willoughby has had operating
losses, operating cash flow deficiencies, and equity deficien-
cies. Management plans to continue to minimize costs within its
control and seek additional funding sources to supplement proj-
ect operations. Continuance of Willoughby as a going concern is
dependent upon Willoughby's ability to obtain additional funding
to supplement project operations and enable Willoughby to meet
its obligations as they become due. The financial statements do
not include any adjustments that might result from the outcome
of these uncertainties. The Partnership's investment in Wil-
loughby at March 15, 1999 and 1998 was reduced to zero by prior
years' losses and the minority interest balance was approxi-
mately $274,000 and $276,000 respectively. Willoughby's net
loss after minority interest amounted to approximately $220,000,
$141,000 and $276,000 for the 1998, 1997 and 1996 Fiscal Years.
Year 2000 Compliance
The Partnership utilizes the computer services of affiliates of
the General Partners. The affiliates of the General Partners
have upgraded their computer information systems to be year 2000
compliant. The year 2000 compliance issue concerns the inabil-
ity of a computerized system to accurately record dates after
December 31, 1999. The affiliates of the General Partners re-
cently underwent a conversion of their financial systems appli-
cations and upgraded all of their non-compliant in-house soft-
ware and hardware inventory. The work stations that experienced
problems from the testing process were corrected with an upgrade
patch. The costs incurred by the affiliates of the General
Partners are not being charged to the Partnership. The most
likely worst case scenario that the General Partners face is
that computer operations will be suspended for a few days to a
week commencing on January 1, 2000. The Partnership contingency
plan is to have (i) a complete backup done on December 31, 1999
and (ii) both electronic and printed reports generated for all
critical data up to and including December 31, 1999.
In regard to third parties, the General Partner is in the proc-
ess of evaluating the potential adverse impact that could result
from the failure of material service providers to be year 2000
compliant. A detailed survey and assessment was sent to mate-
rial third parties in the fourth quarter of 1998. The Partner-
ship has received assurances from a majority of the material
service providers with which it interacts that they have ad-
dressed the year 2000 issues and is evaluating these assurances
for their adequacy and accuracy. In cases where the Partnership
has not received assurances from third parties, it is initiating
further mail and/or phone correspondence. The Partnership re-
lies heavily on third parties and is vulnerable to the failures
of third parties to address their year 2000 issues. There can
be no assurance given that the third parties will adequately ad-
dress their issues.
Other
There continues to be a number of requests for the list of lim-
ited partners such as BAC holders of the Partnership. Often
these requests are made by a person who, only a short time be-
fore making the request, acquired merely a small number of BACs
in the Partnership and seeks the list for an improper purpose, a
purpose that is not in the best interest of the Partnership or
is harmful to the Partnership. In order to best serve and pro-
tect the interests of the Partnership and all of its investors,
the General Partners of the Partnership have adopted a policy
with respect to requests for the Partnership's list of BAC hold-
ers. This policy is intended to protect investors from unsolic-
ited and coercive offers to acquire BAC holders' interests and
does not limit any other rights the General Partners may have
under the Partnership Agreement or applicable law.
Item 7A. Quantitative and Qualitative Disclosure About Market
Risk.
Not applicable.
<PAGE>
Item 8. Financial Statements and Supplementary Data.
Sequential
Page
(a) 1. Consolidated Financial Statements
Independent Auditors' Report 18
Consolidated Balance Sheets at
March 15, 1999 and 1998 95
Consolidated Statements of Operations
for the Years Ended
March 15, 1999, 1998 and 1997 96
Consolidated Statements of
Changes in Partners' (Deficit)
Capital for the Years Ended
March 15, 1999, 1998 and
1997 97
Consolidated Statements of Cash Flows
for the Years Ended
March 15, 1999, 1998 and 1997 98
Notes to Consolidated Financial Statements 100
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Liberty Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)
We have audited the consolidated balance sheets of Liberty Tax
Credit Plus L.P. (A Delaware Limited Partnership) and Subsidiar-
ies as of March 15, 1999 and 1998, and the related consolidated
statements of operations, changes in partners' (deficit) capi-
tal, and cash flows for the years ended March 15, 1999, 1998 and
1997 (the 1998, 1997 and 1996 Fiscal Years, respectively).
These financial statements are the responsibility of the Part-
nership's management. Our responsibility is to express an opin-
ion on these financial statements based on our audits. We did
not audit the financial statements for 30 (Fiscal 1998, 1997 and
1996) subsidiary partnerships whose losses aggregated $6,144,896
(Fiscal 1998), $7,098,332 (Fiscal 1997) and $5,837,225 (Fiscal
1996) and whose assets constituted 93% and 95% of the Partner-
ship's assets at March 15, 1999 and 1998, respectively, pre-
sented in the accompanying consolidated financial statements.
The financial statements for these subsidiary partnerships were
audited by other auditors whose reports thereon have been fur-
nished to us and our opinion expressed herein, insofar as it re-
lates to the amounts included for these subsidiary partnerships,
is based solely upon the reports of the other auditors.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, based upon our audits, and the reports of the
other auditors referred to above, the accompanying consolidated
financial statements referred to in the first paragraph present
fairly, in all material respects, the financial position of Lib-
erty Tax Credit Plus L.P. and Subsidiaries at March 15, 1999 and
1998 and the results of their operations and their cash flows
for the years ended March 15, 1999, 1998 and 1997, in conformity
with generally accepted accounting principles.
As discussed in Note 11(a), the consolidated financial state-
ments include the financial statements of three subsidiary part-
nerships with significant contingencies and uncertainties re-
garding their continuing operations. During the 1998 Fiscal
Year, these subsidiary partnerships incurred significant operat-
ing losses and one is in default on its mortgage obligation.
These conditions raise substantial doubt about the subsidiary
partnerships' abilities to continue as going concerns. The fi-
nancial statements of these three subsidiary partnerships were
prepared assuming that each will continue as a going concern.
The three subsidiary partnerships' losses aggregated $771,697
(Fiscal 1998), $887,146 (Fiscal 1997) and $1,027,546 (Fiscal
1996) and their assets aggregated $16,073,230 and $16,967,227 at
March 15, 1999 and 1998, respectively. Management's plans re-
garding these matters are also discussed in Note 11(a). The ac-
companying consolidated financial statements do not include any
adjustments that might result from the outcome of these uncer-
tainties.
TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI, LLP
New York, New York
May 25, 1999
<PAGE>
<TABLE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<CAPTION>
March 15,
1999 1998
<S> <C> <C>
Property and equipment,
at cost, less accumulated
depreciation
(Notes 2, 4, 7 and 11) $167,048,236 $175,421,110
Cash and cash equivalents
(Notes 2, 3 and 11) 3,824,051 2,852,210
Cash held in escrow
(Notes 3 and 5) 10,347,465 10,072,081
Accounts receivable -
tenants 797,885 602,311
Deferred costs, less
accumulated amortization
(Notes 2 and 6) 3,382,601 3,551,003
Other assets 1,233,370 1,187,963
Total assets $186,633,608 $193,686,678
LIABILITIES AND PARTNERS' (DEFICIT) CAPITAL
Liabilities
Mortgage notes payable
(Notes 3 and 7) $158,224,324 $155,846,595
Accounts payable
and other
liabilities 8,922,248 8,530,428
Due to local
general partners
and affiliates
(Note 8) 14,835,837 14,186,745
Due to general partners
and affiliates
(Note 8) 4,567,075 4,236,430
Due to selling
partners 1,009,374 987,711
187,558,858 183,787,909
Minority interests
(Note 2) 3,561,993 6,127,247
Commitments and contingencies
(Notes 7, 8 and 11)
Partners' capital (deficit)
Limited partners
15,987.5 BACs
issued and
outstanding)
(Note 1) (3,712,526) 4,463,651
General partners (774,717) (692,129)
Total partners'
(deficit)
capital (4,487,243) 3,771,522
Total liabilities
and partners'
(deficit)
capital $186,633,608 $193,686,678
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
Year Ended March 15,
1999 1998* 1997*
<S> <C> <C> <C>
Revenues
Rental income $34,276,146 $33,795,715 $33,414,089
Other
(Notes 7 and 11) 1,731,735 1,555,134 1,910,227
Total Revenues 36,007,881 35,350,849 35,324,316
Expenses
General and
administrative 5,763,911 5,365,940 5,415,260
General and administrative-
related parties 2,746,326 2,573,776 2,677,535
Repairs and maintenance 5,914,903 6,015,119 6,224,008
Operating 3,931,861 3,857,090 4,001,390
Taxes 1,716,507 1,670,113 1,618,529
Insurance 1,288,252 1,411,082 1,424,458
Interest 13,026,531 12,866,925 13,089,519
Depreciation and
amortization 9,692,661 9,113,446 8,873,802
44,080,952 42,873,491 43,324,501
Loss before minority
interest and
extraordinary
item (8,073,071) (7,522,642) (8,000,185)
Minority interest
in loss of
subsidiaries 344,685 347,557 382,054
Loss before
extraordinary
item (7,728,386) (7,175,085) (7,618,131)
Extraordinary item-
loss from retirement
of debt
(Note 10) (530,379) 0 0
Net loss $ (8,258,765) $ (7,175,085) $ (7,618,131)
Number of BACs
outstanding 15,987.5 15,987.5 15,987.5
Loss before
extraordinary item-
limited partners (7,651,102) (7,103,334) (7,541,950)
Extraordinary item-
limited partners (525,075) 0 0
Net Loss-limited
partners $ (8,176,177) $ (7,103,334) $ (7,541,950)
Loss before
extraordinary item
per BAC $ (478.57) $ (444.31) $ (471.74)
Extraordinary item
per BAC (32.84) 0 0
Net loss per BAC $ (511.41) $ (444.31) $ (471.74)
*Reclassified for comparative purposes
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT)
CAPITAL
<CAPTION>
Limited General
Total Partners Partners
<S> <C> <C> <C>
Partners' capital
(deficit)-
March 16, 1996 $18,564,738 $19,108,935 $(544,197)
Net loss, year
ended March 15, 1997 (7,618,131) (7,541,950) (76,181)
Partners' capital
(deficit)-
March 15, 1997 10,946,607 11,566,985 (620,378)
Net loss, year ended
March 15, 1998 (7,175,085) (7,103,334) (71,751)
Partners' capital
(deficit)-
March 15, 1998 3,771,522 4,463,651 (692,129)
Net loss, year ended
March 15, 1999 (8,258,765) (8,176,177) (82,588)
Partners' deficit-
March 15, 1999 $ (4,487,243) $ (3,712,526) $(774,717)
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<CAPTION>
Year Ended March 15,
1999 1998 1997
<S> <C> <C> <C>
Cash flows from
operating activities:
Net loss $(8,258,765) $(7,175,085) $(7,618,131)
Adjustments to reconcile
net loss to net cash
provided by
operating activities:
Extraordinary item-
loss from
retirement of debt 530,379 0 0
Operating expenses
paid from debt
refinancing proceeds 85,672 0 0
Cancellation of
indebtedness
income (68,571) (68,571) (68,571)
Accrued interest
added to principal
of mortgage
note payable 144,178 139,676 131,713
Depreciation and
amortization 9,692,661 9,113,446 8,873,802
Loss on sale of
property and equipment 0 0 49,189
(Increase) decrease in assets
Cash held in escrow 604,727 (34,147) 157,260
Accounts receivable -
tenants (195,574) 9,711 (84,509)
Other assets (45,407) 153,164 203,350
Increase (decrease) in
liabilities
Accounts payable and
other liabilities 392,628 367,540 540,196
Due to General Partners
and affiliates 330,645 1,249,162 605,714
Minority interest in loss of
subsidiaries (344,685) (347,557) (382,054)
Total adjustments 11,126,653 10,582,424 10,026,090
Net cash provided by
operating activities 2,867,888 3,407,339 2,407,959
Cash flows from
investing activities:
(Increase) decrease in
cash held in escrow (880,111) (778,996) 77,754
Improvements to property
and equipment (1,013,948) (1,209,320) (1,274,858)
Net cash used in
investing activities (1,894,059) (1,988,316) (1,197,104)
Cash flows from
financing activities:
Increase in deferred costs (135,490) 0 (323,658)
Increase in due to
Local General
Partners and affiliates 1,088,961 892,814 971,417
Decrease in due to
Local General
Partners and affiliates (462,828) (174,477) (268,416)
Increase (decrease) in
due to selling partners 21,663 6,798 (13,670)
Proceeds from mortgage
notes 10,600,000 0 4,480,000
Repayment of mortgage notes (8,893,725) (1,867,576) (5,290,887)
Decrease in capitalization
of consolidated
subsidiaries attributable
to minority interest (2,220,569) (342,716) (627,577)
Net cash used in
financing activities (1,988) (1,485,157) (1,072,791)
Net increase (decrease)
in cash and cash equivalents 971,841 (66,134) 138,064
Cash and cash equivalents,
beginning of year 2,852,210 2,918,344 2,780,280
Cash and cash equivalents,
end of year $ 3,824,051 $ 2,852,210 $ 2,918,344
Supplemental disclosure
of cash flows information:
Cash paid during the year
for interest $10,702,969 $10,554,123 $10,384,244
Supplemental disclosures
of noncash activities:
Increase in accounts
payable and other
liabilities
for property and
equipment additions $ 22,151 $ 208,718 $ 0
Increase in due to
local general partners
and affiliates for
accounts payable and other
liabilities 22,959 0 0
Decrease in other
assets for
property and equipment
additions 0 62,993 0
Reclassification due to
local general partner
and affiliates, to
contribution by minority
interest shareholders 0 693,340 0
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 1999
NOTE 1 - General
Liberty Tax Credit Plus L.P., a Delaware limited partnership
(the "Partnership"), was organized on June 26, 1987, but had no
activity until October 1, 1987 (which date is considered to be
inception for financial accounting purposes). The Partnership
had no operations until commencement of the public offering on
November 20, 1987.
The Partnership's business is to invest as a limited partner in
other limited partnerships ("Local Partnerships" or "subsidiar-
ies" or "subsidiary partnerships") owning leveraged apartment
complexes that are eligible for the low-income housing tax
credit ("Tax Credit") enacted in the Tax Reform Act of 1986, and
to a lesser extent in Local Partnerships owning properties that
are eligible for the historic rehabilitation tax credit. As of
March 15, 1999, the Partnership has invested in 31 subsidiary
partnerships and does not anticipate making any additional in-
vestments.
Since November 25, 1997, the general partners of the Partnership
have been Related Credit Properties L.P., a Delaware limited
partnership (the "Related General Partner") and Liberty Associ-
ates III L.P., a Delaware limited partnership ("Liberty Associ-
ates"), and together with the Related General Partner (the "Gen-
eral Partners"). The Related General Partner is also the spe-
cial limited partner of the Partnership. The general partner of
the Related General Partner is Related Credit Properties Inc., a
Delaware corporation. The general partner of Liberty Associates
is the Related General Partner. On November 25, 1997, affili-
ates of the Related General Partner and Liberty GP Inc. ("LGP"),
then the general partners of the Partnership, entered into a
Purchase Agreement pursuant to which the Related General Partner
purchased LGP's general partner interest in the Partnership (the
"Transfer"). In addition to the Transfer, the Related General
Partner also acquired LGP's special limited partner interest in
the Partnership and its general partner interest in Liberty As-
sociates. Prior to the Transfer, Liberty Associates was an af-
filiate of Lehman Brothers.
The terms of the Partnership's Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement") provide, among
other things, that net profits or losses and distributions of
cash flow are, in general, allocated 99% to the limited partners
and BACs holders and 1% to the General Partners.
NOTE 2 - Summary of Significant Accounting Policies
a) Basis of Consolidation
The consolidated financial statements include the accounts of
the Partnership and 31 subsidiary 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 subsidi-
ary partnerships. All intercompany accounts and transactions
with the subsidiary partnerships have been eliminated in con-
solidation.
For financial reporting purposes the Partnership's fiscal year
ends on March 15. The Partnership's fiscal year ends on March
15, in order to allow adequate time for the subsidiaries finan-
cial statements to be prepared and consolidated. The books and
records of the Partnership are maintained on the accrual basis
of accounting, in accordance with generally accepted accounting
principles ("GAAP"). All subsidiaries have calendar year ends.
Accounts of the subsidiary partnerships have been adjusted for
intercompany transactions from January 1 through March 15.
Increases (decreases) in the capitalization of consolidated sub-
sidiary partnerships attributable to minority interest arise
from cash contributions from and cash distributions to the mi-
nority interest partners.
The Partnership's investment in each subsidiary partnership is
equal to the respective subsidiary partnership's partners' eq-
uity less minority interest capital, if any. Losses attribut-
able to minority interests which exceed the minority interests'
investment in subsidiary partnerships have been charged to the
Partnership. Such losses aggregated approximately $226,000,
$147,000 and $157,000 for the years ended March 15, 1999, 1998
and 1997, respectively. In consolidation, all subsidiary part-
nership losses are included in the Partnership's capital account
except for losses allocated to minority interest capital.
b) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in banks,
and investments in short-term highly liquid instruments pur-
chased with original maturities of three months or less.
c) Property and Equipment
Property and equipment to be held and used are carried at cost
which includes the purchase price, acquisition fees and ex-
penses, construction period interest and any other costs in-
curred 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 renew-
als and betterments are capitalized. At the time property and
equipment are retired or otherwise disposed of, the cost and ac-
cumulated depreciation are eliminated from the assets and accu-
mulated depreciation accounts and the profit or loss on such
disposition is reflected in earnings. A loss on impairment of
assets is recorded when management estimates amounts recoverable
through future operations and sale of the property on an undis-
counted basis are below depreciated cost. At that time property
investments themselves are reduced to estimated fair value (gen-
erally using discounted cash flows) when the property is consid-
ered to be impaired and the depreciated cost exceeds estimated
fair value.
At the time management commits to a plan to dispose of assets,
said assets are adjusted to the lower of carrying amount or fair
value less costs to sell. These assets are classified as prop-
erty and equipment-held for sale and are not depreciated.
Through March 15, 1999, the Partnership has not recorded any
loss on impairment of assets or reduction to estimated fair
value.
d) Organization and Offering Costs
Costs incurred to organize the Partnership including but not
limited to legal, accounting, and registration fees are consid-
ered deferred organization expenses. These costs have been
capitalized and are being amortized over a 60-month period.
Costs incurred to sell BACs, including brokerage and the nonac-
countable expense allowance, are considered selling and offering
expenses. These costs are charged directly to limited partners'
capital (Note 8).
e) Income Taxes
The Partnership is not required to provide for, or pay, any fed-
eral income taxes. Net income or loss generated by the Partner-
ship is passed through to the partners and is required to be re-
ported by them. The Partnership may be subject to state and lo-
cal taxes in jurisdictions in which it operates. For income tax
purposes, the Partnership has a fiscal year ending December 31
(Note 9).
f) Loss Contingencies
The Partnership records loss contingencies as a charge to income
when information becomes available which indicates that it is
probable that an asset has been impaired or a liability has been
incurred as of the date of the financial statements and the
amount of loss can be reasonably estimated.
g) Use of Estimates
The preparation of financial statements in conformity with gen-
erally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly actual results could dif-
fer from those estimates.
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 non-trading 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.
Mortgage Notes Payable
The fair value of mortgage notes payable is estimated, where
practicable, based on the borrowing rate currently available for
similar loans.
<TABLE>
The estimated fair values of the Partnership's mortgage notes
payable are as follows:
<CAPTION>
March 15, 1999 March 15, 1998
Carrying Carrying
Amount Fair Value Amount Fair Value
<S> <C> <C> <C> <C>
Mortgage notes payable for
which it is:
Practicable to
estimate fair value $82,001,187 $79,879,067 $62,496,416 $60,476,749
Not Practicable $76,253,137 (*) $93,350,179 (*)
</TABLE>
(*) Management believes it is not practical to estimate the
fair value of the mortgage notes payable because mortgage pro-
grams with similar characteristics are not currently available
to the partnerships.
The carrying amount of other financial instruments that require
such disclosure approximates fair value.
<TABLE>
NOTE 4 - Property and Equipment
The components of property and equipment are as follows:
<CAPTION>
Estimated
March 15, Useful Lives
1999 1998 (Years)
<S> <C> <C> <C>
Land $ 11,804,469 $ 11,804,469 -
Buildings and improvements 240,233,744 239,504,907 15 to 40
Other 5,292,878 4,985,616 3 to 20
257,331,091 256,294,992
Less: Accumulated
depreciation (90,282,855) (80,873,882)
$167,048,236 $175,421,110
</TABLE>
Included in property and equipment are $6,859,371 of acquisition
fees paid to the general partners and $952,737 of acquisition
expenses. In addition, as of March 15, 1999, buildings and im-
provements include $2,870,719 of capitalized interest.
In connection with the development or rehabilitation of the
properties, the subsidiary partnerships have incurred devel-
oper's fees of $23,360,275 to the local general partners and af-
filiates. Such fees have been included in the cost of property
and equipment.
Depreciation expense for the years ended March 15, 1999, 1998
and 1997 amounted to $9,408,973, $8,827,632 and $8,575,413, re-
spectively.
During the year ended March 15, 1997, accumulated depreciation
on dispositions amounting to $122,314 was written off.
<TABLE>
NOTE 5 - Cash Held in Escrow
Cash held in escrow consists of the following:
<CAPTION>
March 15,
1999 1998
<S> <C> <C>
Real estate taxes,
insurance, and other $ 1,843,819 $ 2,422,142
Reserve for replacements 7,614,415 6,734,304
Other 889,231 915,635
$10,347,465 $10,072,081
</TABLE>
<TABLE>
NOTE 6 - Deferred Costs
The components of other deferred costs and their periods of am-
ortization are as follows:
<CAPTION>
March 15, Period
1999 1998 (Months)
<S> <C> <C> <C>
Operating guarantee fee $ 510,443 $ 510,443 60
Financing expenses 4,703,749 4,683,188 *
Organization expenses 1,437,489 1,452,489 60
Supervisory salaries 783,020 795,609 60
Other 48,518 48,518 Various
7,483,219 7,490,247
Less: Accumulated
amortization (4,100,618) (3,939,244)
$ 3,382,601 $ 3,551,003
*Over the life of the respective mortgages.
</TABLE>
Amortization of deferred costs for the years ended March 15,
1999, 1998 and 1997 amounted to $283,688, $285,814 and $298,389,
respectively.
During the years ended March 15, 1999 and 1998, deferred costs
of $142,821 and $41,350 and accumulated amortization of $122,314
and $41,350 were written off.
NOTE 7 - Mortgage Notes Payable
The mortgage notes are payable in aggregate monthly installments
of approximately $1,014,000 including principal and interest at
rates varying from 1% to 12% per annum, through 2029. Each sub-
sidiary partnership's mortgage note payable is collateralized by
the land and buildings of the respective subsidiary partnership
and the assignment of certain subsidiary partnership's rents and
leases and is without further recourse.
Annual principal payment requirements as of March 15, 1999 for
each of the next five fiscal years and thereafter are as fol-
lows:
Fiscal Year Ending Amount
1999 $ 2,985,052
2000 3,279,078
2001 3,565,542
2002 9,802,223
2003 5,154,055
Thereafter 133,438,374
$158,224,324
See Note 11 for other subsidiary partnerships' financing activi-
ties.
NOTE 8 - Related Party Transactions
An affiliate of the General Partners has a 1% interest as a spe-
cial limited partner, in each of the subsidiary partnerships.
An affiliate of the General Partners also has a minority inter-
est in certain subsidiary partnerships.
The costs incurred to related parties for the years ended March
15, 1999, 1998 and 1997 were as follows:
<TABLE>
A) Related Party Fees
<CAPTION>
Year Ended March 15,
1999 1998 1997
<S> <C> <C> <C>
Partnership management
fees (a) $1,138,000 $1,138,000 $1,138,000
Expense
reimbursement (b) 153,615 119,379 117,130
Property management
fees incurred
to affiliates of the
General Partners (c) 1,289,487 1,160,288 1,265,395
Local administrative
fee (d) 74,000 71,500 76,500
Total general and
administrative-
General Partners 2,655,102 2,489,167 2,597,025
Property management
fees incurred
To affiliates of the
subsidiary partnerships'
General partners (c) 91,224 84,609 80,510
Total general and
administrative-
related parties $2,746,326 $2,573,776 $2,677,535
</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 ex-
ceed 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 Partner-
ship's investments. Partnership management fees owed to the
General Partners amounting to approximately $4,014,000 and
$3,126,000 were accrued and unpaid as of March 15, 1999 and
March 15, 1998, respectively.
(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 evalua-
tions of the subsidiary partnerships' performance. Expense re-
imbursements and asset monitoring fees owed to Related Credit
Properties L.P. amounting to approximately $75,000 and $404,000
were accrued and unpaid as of March 15, 1999 and March 15, 1998,
respectively.
The General Partners have continued advancing funds and allowing
for 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 partner-
ships amounted to $1,883,977, $1,815,645 and $1,851,991 for the
years ended March 15, 1999, 1998 and 1997, respectively. Of
these fees $1,289,487, $1,160,288 and $1,265,395 were incurred
to affiliates of the subsidiary partnerships' general partners.
In addition, $91,224, $84,609 and $80,510 was incurred to af-
filiates of the Partnership.
(d) Liberty Associates III L.P., the special limited partner of
the subsidiary partnerships, is entitled to receive a local ad-
ministrative fee of up to $2,500 per year from each subsidiary
partnership.
The General Partners of the Partnership were allocated approxi-
mately $83,000, $71,000 and $69,000 of passive losses for the
years ended March 15, 1999, 1998 and 1997, respectively.
(e) Liberty Associates III L.P. received cash distributions of
approximately $2,000, $3,500 and $1,900 during the years ended
March 15, 1999, 1998 and 1997, respectively.
Liberty Associates III L.P. was allocated Low-Income Housing Tax
Credits of approximately $2,200, for each of the taxable years
ended March 15, 1999, 1998 and 1997, respectively.
<TABLE>
(f) Due to local general partners and affiliates at March 15,
1999 and 1998 consists of the following:
<CAPTION>
March 15,
1999 1998
<S> <C> <C>
Operating deficit
advances $ 123,055 $ 123,055
Operating advances 1,278,072 1,259,814
Development fee payable 141,258 231,500
Residual loan payable 52,500 52,500
Interest (g) 5,855,028 5,071,288
Long-term notes
payable (g) 5,550,981 5,725,981
Management and other
fees 1,834,943 1,722,607
$14,835,837 $14,186,745
</TABLE>
<TABLE>
(g) Long term notes payable consist of the fol-
lowing:
<CAPTION>
March 15,
1999 1998
<S> <C> <C>
Grove Parc Assoc. L.P.
This note bears interest at 7.39% compounded an-
nually on May 1 of each year. The note is se-
cured by a mortgage subordinate in rights to
mortgages securing the building loan. Both
principal and interest on the loan are due and
payable in full out of residual receipts on
April 29, 2010, or are immediately due and pay-
able upon refinancing or sale of the project. $5,040,000 $5,040,000
Dixie Apartment Assoc. LTD
This promissory note bears interest at 11% with
a maturity date of June 1, 2002. (Note 10) 105,187 105,187
Ludlam Gardens Apartments LTD
This promissory note bears interest at 11% with
a maturity date of June 1, 2000. (Note 10) 266,124 441,124
B & C Housing Associates
This promissory note bears interest on the un-
paid principal balance with interest at prime
plus 2% per annum payable along with principal
as and when permitted by the partnership agree-
ment and payable only from surplus cash. 139,670 139,670
$5,550,981 $5,725,981
</TABLE>
B) Guarantees
The general partners of Bayridge Associates Limited Partnership
("Bayridge"), a subsidiary partnership, agreed to provide guar-
antees of up to $1,000,000 to fund debt service deficiencies in
the event certain debt coverage and debt service ratios were not
met for specified periods of time. As of March 15, 1999, no
guarantees have been funded. The Debt Coverage Guaranty Agree-
ment provides for the security to be reduced to a $100,000 let-
ter of credit provided by the Bayridge general partners.
<TABLE>
NOTE 9 - Income Taxes
A reconciliation of the financial statement net loss to the in-
come tax loss for the Partnership and its consolidated subsidi-
aries is as follows:
<CAPTION>
Year Ended December 31,
1998 1997 1996
<S> <C> <C> <C>
Financial statement
Net loss $(8,258,765) $(7,175,085) $(7,618,131)
Difference between depreciation and
amortization expense recorded
for financial reporting purposes
and the accelerated cost recov-
ery system utilized for income
tax purposes 784,113 514,650 60,188
Difference resulting from parent
company having a different fis-
cal year for income tax and
financial reporting purposes (22,165) (687,409) 900,555
Tax basis forgiveness of debt 0 693,340 (89,648)
Differences resulting principally
from rental income recognized
for income tax purposes and deferred
for financial reporting pur-
poses and interest and other
operating expenses deducted for fi-
nancial reporting purposes not
deducted for income tax purposes (137,972) (87,919) (119,017)
Net loss as shown on the
income tax return for the
calendar year
ended $(7,634,789) $(6,742,423) $(6,866,053)
</TABLE>
NOTE 10 - Extraordinary item
In April 1998, Bayridge refinanced its mortgage note payable of
$6,150,000. The new mortgage note in the amount of $10,600,000
paid off the former mortgage note and paid a cash flow distribu-
tion from refinancing proceeds of approximately $1,904,000 to
the Partnership. In order to repay the mortgage loan due to
Travelers prior to its maturity date, Bayridge was obligated to
pay a prepayment penalty to Travelers, in the amount of
$510,075. This amount, along with the remaining unamortized de-
ferred loan costs relating to that loan, was charged to opera-
tions in 1998 and is reflected in the accompanying statements of
operations as an extraordinary loss from retirement of debt.
The new mortgage bears interest at the rate of 6.96% per annum
and is payable in monthly installments of $70,238 which includes
principal and interest. Any remaining principal and interest
shall be due and payable May 1, 2008.
NOTE 11 - Commitments and Contingencies
a) Subsidiary Partnership - Going Concern
Three subsidiary partnerships, Redwood Villa Associates, Wil-
loughby-Wyckoff Housing Associates and Walnut Park Plaza Associ-
ates have significant contingencies and uncertainties regarding
their continuing operations which raise substantial doubt about
their abilities to continue as going concerns. The financial
statements of these three subsidiary partnerships were prepared
assuming that each will continue as a going concern.
Redwood Villa Associates, L.P.
Redwood Villa Associates ("Redwood") has sustained operating
losses since its inception. For the 1998 Fiscal Year, Redwood
experienced a loss of $234,467, including $219,563 of deprecia-
tion and $4,553 of amortization and at December 31, 1998 had a
working capital deficiency of $595,115 and a deficit in part-
ners' equity of $734,151. These conditions raise substantial
doubt about Redwood's ability to continue as a going concern.
Redwood's continuation as a going concern is dependent upon its
ability to achieve profitable operations or obtain future capi-
tal contributions from the partners. Management, whenever pos-
sible, plans to reduce operating costs to achieve profitable op-
erations. The financial statements for the 1998, 1997 and 1996
Fiscal Years for Redwood have been prepared assuming that Red-
wood will continue as a going concern. The Partnership's in-
vestment in Redwood at March 15, 1999 and 1998 was reduced to
zero by prior years' losses and the minority interest balance
was approximately $406,000 and $408,000, respectively. Red-
wood's net loss after minority interest amounted to approxi-
mately $233,000, $226,000 and $203,000 for the 1998, 1997 and
1996 Fiscal Years, respectively.
Willoughby-Wyckoff Housing Associates
The financial statements for Willoughby-Wyckoff Housing Associ-
ates ("Willoughby") have been prepared on the basis that it will
continue as a going concern, which contemplates continuity of
operations, realization of assets and liquidation of liabilities
in the ordinary course of business. There are certain condi-
tions that raise substantial doubt about Willoughby's ability to
continue as a going concern. Willoughby has had operating
losses, operating cash flow deficiencies, and equity deficien-
cies. Management plans to continue to minimize costs within
their control and seek additional funding sources to supplement
project operations. Continuance of Willoughby as a going con-
cern is dependent upon Willoughby's ability to obtain additional
funding to supplement project operations and enable Willoughby
to meet its obligations as they become due. The financial
statements do not include any adjustments that might result from
the outcome of these uncertainties. The Partnership's invest-
ment in Willoughby at March 15, 1999 and 1998 was reduced to
zero by prior years' losses and the minority interest balance
was approximately $274,000 and $276,000 respectively. Wil-
loughby's net loss after minority interest amounted to approxi-
mately $220,000, $141,000 and $276,000 for the 1998, 1997 and
1996 Fiscal Years.
Walnut Park Plaza Associates
Walnut Park Plaza Associates ("Walnut Park") has sustained re-
curring losses from operations. At December 31, 1997, Walnut
Park had not made certain payments required under the terms of
the Bond Indenture and, as a result, is in default. On April 9,
1996, Walnut Park entered into an interim agreement with
E.A.Moos ("Moos"), Walnut Park's bondholders, which expired Oc-
tober 15, 1996 subject to certain defined extension and termina-
tion provisions. Moos and Walnut Park continued to operate un-
der the terms of the interim agreement until the bonds were sold
on October 31, 1997 to Municipal Capital Appreciation Partners,
ILP ("MCAPI"), at which time the interim agreement expired. The
interim agreement primarily allowed Moos to select an interim
and permanent replacement property manager, to formulate a pro-
posal to replace the general partner, and to possibly restruc-
ture the indebtedness of the project. On April 29, 1997, an
agreement was signed which provides for, among other things, the
transfer of the general partner interest to RCC Partners '96 LLC
("RCC"), an affiliate of the General Partners. Upon transfer of
the general partner interest to RCC, amounts due to the former
general partner and its affiliates totaling $693,340 were for-
given, resulting in a contribution to the subsidiary partners'
capital. 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 approve certain major oper-
ating and financial decisions, the Partnership continues to have
a controlling financial interest in Walnut Park. Walnut Park's
continued existence is dependent on improving the financial op-
erations of Walnut Park, the ultimate resolution of the default
of certain obligations under the terms of the Bond Indenture, or
the refinancing of the Bond Indenture. Contingent upon the out-
come of the aforementioned items, Walnut Park may be unable to
continue as a going concern in its present form. The Partner-
ship's investment in Walnut Park at March 15, 1999 and March 15,
1998 was reduced to zero by prior years' losses and the minority
interest balance amounted to approximately $1,122,000 and
$1,125,000, respectively. Walnut Park's net loss after minority
interest amounted to approximately $312,000, $511,000 and
$541,000 for the 1998, 1997 and 1996 Fiscal Years, respectively.
b) Subsidiary Partnership - Other
Robin Housing Associates
Robin Housing Associates ("Robin Housing") is a defendant in a
personal injury lawsuit. Robin Housing's insurance carrier in-
tends to defend Robin Housing vigorously. Management believes
that the insurance coverage is adequate to cover any liability
arising from this action. Since it is too premature to make an
evaluation of the amount or range of Robin Housing's potential
loss, it is management's opinion that no accrual for potential
losses is currently warranted in the financial statements. The
maximum loss which the Partnership would be liable for is its
net investment in Robin Housing amounting to approximately
$453,000. The Partnership's investment in Robin Housing was ap-
proximately $453,000 and $577,000 at March 15, 1999 and 1998,
respectively, and the minority interest balance was approxi-
mately $0 and $68,000, respectively. Robin Housing's net loss
after minority interest amounted to approximately $115,000,
$91,000 and $115,000 for the 1998, 1997 and 1996 Fiscal Years,
respectively.
c) Lease Commitment
One of the subsidiary partnerships entered into a forty-year
ground lease for the land on which the building is built. As
stipulated in the lease, the subsidiary partnership agrees to
pay all real estate taxes, license and permit fees, among other
charges that may be assessed upon the land or improvements. At
December 31, 1998, the subsidiary partnership was committed to
minimum future rentals on the noncancellable lease in the amount
of $60,000 a year through 2028. The lease payments are payable
from available cash and at December 31, 1998, the subsidiary
partnership has accrued lease payments of $304,647.
d) Uninsured Cash and Cash Equivalents
The Partnership maintains its cash and cash equivalents in vari-
ous banks. Accounts at each bank are guaranteed by the Federal
Deposit Insurance Corporation (FDIC) up to $100,000. As of
March 15, 1999, uninsured cash and cash equivalents approximated
$1,820,000.
e) Letter of Credit
One subsidiary partnership was contingently liable at December
31, 1998 for the following open letter of credit:
Debt service $600,000
f) Year 2000 Compliance
The Partnership utilizes the computer services of affiliates of
the General Partners. The affiliates of the General Partners
have upgraded their computer information systems to be year 2000
compliant. The year 2000 compliance issue concerns the inabil-
ity of a computerized system to accurately record dates after
December 31, 1999. The affiliates of the General Partners re-
cently underwent a conversion of their financial systems appli-
cations and upgraded all of their non-compliant in-house soft-
ware and hardware inventory. The work stations that experienced
problems from the testing process were corrected with an upgrade
patch. The costs incurred by the affiliates of the General
Partners are not being charged to the Partnership. The most
likely worst case scenario that the General Partners face is
that computer operations will be suspended for a few days to a
week commencing on January 1, 2000. The Partnership contingency
plan is to have (i) a complete backup done on December 31, 1999
and (ii) both electronic and printed reports generated for all
critical data up to and including December 31, 1999.
In regard to third parties, the General Partner is in the proc-
ess of evaluating the potential adverse impact that could result
from the failure of material service providers to be year 2000
compliant. A detailed survey and assessment was sent to mate-
rial third parties in the fourth quarter of 1998. The Partner-
ship has received assurances from a majority of the material
service providers with which it interacts that they have ad-
dressed the year 2000 issues and is evaluating these assurances
for their adequacy and accuracy. In cases where the Partnership
has not received assurances from third parties, it is initiating
further mail and/or phone correspondence. The Partnership re-
lies heavily on third parties and is vulnerable to the failures
of third parties to address their year 2000 issues. There can
be no assurance given that the third parties will adequately ad-
dress their issues.
g) Other
The Partnership is subject to the risks incident to potential
losses arising from the management and ownership of improved
real estate. The Partnership can also be affected by poor eco-
nomic conditions generally, however no more than 20% of the
properties are located in any single state. There are also sub-
stantial risks associated with owning properties receiving gov-
ernment assistance, for example the possibility that Congress
may not appropriate funds to enable HUD to make rental assis-
tance payments. HUD also restricts annual cash distributions to
partners based on operating results and a percentage of the own-
ers' equity contribution. The Partnership cannot sell or sub-
stantially 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 as-
sistance contracts expire.
h) Tax Credits
The Partnership and BAC holders began recognizing Tax Credits
with respect to the Properties when the Credit Period for such
Property commenced. Because of the time required for the acqui-
sition, completion and rent-up of Properties, the amount of Tax
Credits per BAC gradually increases over the first three years
of the Partnership. Tax Credits not recognized in the first
three years will be recognized in the 11th through 13th years.
For the 1998, 1997 and 1996 tax years, Tax Credits of
$7,723,298, $11,058,148 and $11,001,671 were generated.
A portion of the Tax Credits could be subject to recapture in
future years if (i) a Local Partnership ceases to meet qualifi-
cation requirements, (ii) there is a decrease in the qualified
basis of the Projects, or (iii) there is a greater than one-
third reduction in the taxpayer's interest in the Project at any
time during the 15-year Compliance Period that began with the
first tax year of the Credit Period.
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Ac-
counting and Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership has no directors or officers. The Partnership's
affairs are managed and controlled by the General Partners.
Certain information concerning the directors and executive offi-
cers of Related Credit Properties, Inc., the general partner of
the Related General Partner (which, in turn, is the general
partner of Liberty Associates), who may be deemed directors or
executive officers of the Partnership is set forth below.
Related Credit Properties Inc.
Name Position
Stephen M. Ross Director
J. Michael Fried President and Director
Alan P. Hirmes Senior Vice President
Stuart J. Boesky Vice President
Glenn F. Hopps Treasurer
Teresa Wicelinski Secretary
STEPHEN M. ROSS, 59, is President, Director and shareholder of
The Related Realty Group, Inc., the general partner of The Re-
lated Companies, L.P. He graduated from the University of
Michigan School of Business Administration with a Bachelor of
Science degree and from Wayne State University School of Law
with a Juris Doctor degree. Mr. Ross then received a Master of
Laws degree in taxation from New York University School of Law.
He joined the accounting firm of Coopers & Lybrand in Detroit as
a tax specialist and later moved to New York, where he worked
for two large Wall Street investment banking firms in their real
estate and corporate finance departments. Mr. Ross formed the
predecessor of The Related Companies, L.P. in 1972 to develop,
manage, finance and acquire subsidized and conventional apart-
ment developments.
J. MICHAEL FRIED, 55, is the sole shareholder of one of the gen-
eral partners of Related Capital Company ("Capital"), a real es-
tate finance and acquisition affiliate of Related. In that ca-
pacity, he is responsible for all of Capital's syndication, fi-
nance, acquisition and investor reporting activities. Mr. Fried
practiced corporate law in New York City with the law firm of
Proskauer Rose Goetz & Mendelsohn from 1974 until he joined
Capital in 1979. Mr. Fried graduated from Brooklyn Law School
with a Juris Doctor degree, magna cum laude; from Long Island
University Graduate School with a Master of Science degree in
Psychology; and from Michigan State University with a Bachelor
of Arts degree in History.
ALAN P. HIRMES, 44, has been a Certified Public Accountant in
New York since 1978. Prior to joining Capital in October 1983,
Mr. Hirmes was employed by Weiner & Co., Certified Public Ac-
countants. Mr. Hirmes is also a Vice President of Capital. Mr.
Hirmes graduated from Hofstra University with a Bachelor of Arts
degree.
STUART J. BOESKY, 43, practiced real estate and tax law in New
York City with the law firm of Shipley & Rothstein from 1984 un-
til February 1986 when he joined Capital. From 1983 to 1984 Mr.
Boesky practiced law with the Boston law firm of Kaye, Fialkow,
Richard & Rothstein and from 1978 to 1980 was a consultant spe-
cializing in real estate at the accounting firm of Laventhol &
Horwath. Mr. Boesky graduated from Michigan State University
with a Bachelor of Arts degree and from Wayne State School of
Law with a Juris Doctor degree. He then received a Master of
Laws degree in Taxation from Boston University School of Law.
GLENN F. HOPPS, 36, joined Related in December, 1990, and prior
to that date was employed by Marks Shron & Company and Weiss-
barth, Altman and Michaelson, certified public accountants. Mr.
Hopps graduated from New York State University at Albany with a
Bachelor of Science Degree in Accounting.
TERESA WICELINSKI, 33, joined Related in June 1992, and prior to
that date was employed by Friedman, Alpren & Green, certified
public accountants. Ms. Wicelinski graduated from Pace Univer-
sity with a Bachelor of Arts Degree in Accounting.
Item 11. Executive Compensation.
The Partnership has no officers or directors. The Partnership
does not pay or accrue any fees, salaries or other forms of com-
pensation to directors or executive officers of the General
Partners for their services. However, under the terms of the
Amended and Restated Agreement of Limited Partnership of the
Partnership, the Partnership has entered into certain arrange-
ments with the General Partners and their affiliates, which pro-
vide for compensation to be paid to the General Partners and
their affiliates. Such arrangements include (but are not lim-
ited to) agreements to pay nonrecurring Acquisition Fees, a non-
accountable Acquisition Expense allowance, a partnership manage-
ment fee and an accountable expense reimbursement. The General
Partners are entitled, in the aggregate, to 1% of all cash dis-
tributions and an additional 15% of distributions from net sale
or refinancing proceeds after the BACs holders have received
distributions of such proceeds equal to their original capital
contributions plus a 10% return thereon (to the extent not pre-
viously paid out of cash flow). Certain directors and executive
officers of the General Partners receive compensation from the
General Partners and their affiliates for services performed for
various affiliated entities which may include services performed
for the Partnership. Such compensation may be based in part of
the performance of the Partnership. See also Note 8 to the Fi-
nancial Statements, which is incorporated in this Item 11 by
reference thereto.
Tabular information concerning salaries, bonuses and other types
of compensation payable to executive officers has not been in-
cluded in this annual report. As noted above, the Partnership
has no executive officers. The levels of compensation payable
to the General Partners and/or their affiliates is limited by
the terms of the Partnership Agreement and may not be increased
therefrom on a discretionary basis.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
<TABLE>
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
<CAPTION>
Name and Address of Amount and Nature of Percentage
Title of Class Beneficial Ownership Beneficial Ownership of Class
<S> <C> <C> <C> <C>
General Partnership Related Credit $1,000 capital contribution 98%
Interest in the Properties L.P. - directly owned
Partnership 625 Madison Avenue
New York, NY 10022
Liberty Associates III L.P. $1,000 capital contribution 2%
625 Madison Avenue - directly owned
New York, NY 10022
</TABLE>
Liberty Associates III L.P. holds a 1% limited partnership in-
terest in each Local Partnership.
No person is known by the Partnership to be the beneficial owner
of more than 5% percent of the Limited Partnership Interests
and/or the BACs; and none of the General Partners nor any direc-
tor or executive officer of any of the General Partners owns any
Limited Partnership Interests or BACs.
On November 25, 1997, affiliates of the Related General Partner
and LGP, then the general partners of the Partnership, entered
into a Purchase Agreement pursuant to which the Transfer was ef-
fected. In addition to the Transfer, the Related General Part-
ner also acquired LGP's special limited partner interest in the
Partnership and its general partner interest in Liberty Associ-
ates. Prior to the Transfer, Liberty Associates was an affili-
ate of Lehman Brothers.
Item 13. Certain Relationships and Related Transactions.
The Partnership has and will continue to have certain relation-
ships with the General Partners and their affiliates, as dis-
cussed in Item 11 and also Note 8 to the Financial Statements in
Item 8 above, which is incorporated herein by reference thereto
and as set forth above. However, there have been no direct fi-
nancial transactions between the Partnership and the directors
and executive officers of the General Partners.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
Sequential
Page
(a) 1. Financial Statements
Independent Auditors' Report 18
Consolidated Balance Sheets at March 15, 1999 and 1998 95
Consolidated Statements of Operations for the Years Ended
March 15, 1999, 1998 and 1997 96
Consolidated Statements of Changes in Partners' (Deficit)
Capital for the Years Ended
March 15, 1999, 1998 and 1997 97
Consolidated Statements of Cash Flows for the Years Ended
March 15, 1999, 1998 and 1997 98
Notes to Consolidated Financial Statements 100
(a) 2. Financial Statement Schedules
Independent Auditors' Report 121
Schedule I - Condensed Financial Information of
Registrant 122
Schedule III - Real Estate and Accumulated
Depreciation 125
All other schedules have been omitted because the required
information is included in the financial statements and
notes thereto or they are not applicable or not required.
(a) 3. Exhibits
(21) Subsidiaries of the Registrant - the Local Part-
nerships set forth in Item 2 may be considered subsidiar-
ies of the Registrant 118
(27) Financial Data Schedule (filed herewith) 128
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K. (continued)
Jurisdiction
(c) Subsidiaries of the Registrant (Exhibit 21) of Organization
B & C Housing Associates, L.P. OK
State Street 86 Associates, L.P. DE
Fox Glenn Investors, L.P. PA
Shiloh-Grove L.P. (Mt. Vernon) OH
Silver Blue Lake Apartments, LTD. FL
Lancaster Towers Associates, LTD. DE
West Kinney Associates, L.P. NJ
Autumn Park Associates, L.P. OR
Regent Street Associates, L.P. PA
Magnolia Arms Associates, L.P. FL
Greenleaf Associates, L.P. MS
Alameda Towers Associates, L.P. PR
Dixie Apartment Associates, LTD. FL
Ludlam Gardens Apartments, LTD. FL
Grove Parc Associates, L.P. (Woodlawn) IL
2108 Bolton Drive Associates, L.P. DE
Apple Creek Housing Associates, LTD. CO
Redwood Villa Associates CA
Charles Drew Court Associates, L.P. NJ
Walnut Park Plaza Associates, L.P. PA
Bayridge Associates, L.P. OR
United-Pennsylvanian, L.P. PA
2051 Grand Concourse Associates, L.P. NY
Concourse Artists Housing Associates, L.P. NY
Willoughby/Wycoff Housing Associates, L.P. NY
Robin Housing Associates, L.P. NY
Lund Hill Associates, L.P. DE
Tanglewood Apartments, L.P. MS
Quality Hill Historic District-Phase II-A, L.P. MS
Penn Alto Associates, L.P. PA
Sartain School Venture, L.P. PA
(d) Not applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Secu-
rities 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.,
its General Partner
Date: June 7, 1999
By: /s/ J. Michael Fried
J. Michael Fried
President, Chief Executive Officer
and Director
(Principal Executive Officer)
By: LIBERTY ASSOCIATES III, L.P.,
a General Partner
By: Related Credit Properties L.P.,
its General Partner
By: Related Credit Properties Inc.,
its General Partner
Date: June 7, 1999
By: /s/ J. Michael Fried
J. Michael Fried
President, Chief Executive Officer
and Director
(Principal Executive Officer)
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated:
Signature
Title Date
President, Chief Executive Officer
(principal executive officer) and
Director of Related Credit
Properties Inc., general partner of
Related Credit Properties L.P.
(a General Partner of Registrant)
which is also the general partner of
/s/ J. Michael Fried Liberty Associates III, L.P.
J. Michael Fried (a General Partner of Registrant) June 7, 1999
Senior Vice President, (principal
financial officer) of Related Credit
Properties Inc., general partner of
Related Credit Properties L.P.
(a General Partner of Registrant)
which is also the general partner of
/s/ Alan P. Hirmes Liberty Associates III, L.P.
Alan P. Hirmes (a General Partner of Registrant) June 7, 1999
Treasurer (principal accounting
officer) of Related Credit
Properties Inc., general partner of
Related Credit Properties L.P.
(a General Partner of Registrant)
which is also the general partner of
/s/ Glenn F. Hopps Liberty Associates III, L.P.
Glenn F. Hopps (a General Partner of Registrant) June 7, 1999
Director of Related Credit
Properties Inc., a general partner of
Related Credit Properties L.P.
(a General Partner of Registrant)
which is also the general partner of
/s/ Stephen M. Ross Liberty Associates III, L.P.
Stephen M. Ross (a General Partner of Registrant) June 7, 1999
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Liberty Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)
In connection with our audits of the consolidated financial
statements of Liberty Tax Credit Plus L.P. and Subsidiaries in-
cluded in the Form 10-K as presented in our opinion dated May
25, 1999 on page 18 based on the reports of other auditors, we
have also audited supporting Schedule I for the 1998, 1997 and
1996 Fiscal Years and Schedule III at March 15, 1999. In our
opinion, and based on the reports of the other auditors (certain
of which were modified due to the uncertainty of these subsidi-
ary partnerships' abilities to continue in existence), these
consolidated schedules present fairly, when read in conjunction
with the related consolidated financial statements, the finan-
cial data required to be set forth therein.
As discussed in Note 11(a), the consolidated financial state-
ments include the financial statements of three subsidiary part-
nerships with significant contingencies and uncertainties re-
garding their continuing operations. During the 1998 Fiscal
Year, these subsidiary partnerships incurred significant operat-
ing losses and one is in default on its mortgage obligation.
These conditions raise substantial doubt about the subsidiary
partnerships' abilities to continue as going concerns. The fi-
nancial statements of these three subsidiary partnerships were
prepared assuming that each will continue as a going concern.
The three subsidiary partnerships' losses aggregated $771,697
(Fiscal 1998), $887,146 (Fiscal 1997) and $1,027,546 (Fiscal
1996) and their assets aggregated $16,073,230 and $16,967,227 at
March 15, 1999 and 1998, respectively. Management's plans re-
garding these matters are also discussed in Note 11(a). The ac-
companying consolidated financial statements do not include any
adjustments that might result from the outcome of these uncer-
tainties.
TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI, LLP
New York, New York
May 25, 1999
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Summarized condensed financial information of registrant (not
including consolidated subsidiary partnerships):
<TABLE>
LIBERTY TAX CREDIT PLUS L.P.
CONDENSED BALANCE SHEETS
ASSETS
<CAPTION>
March 15,
1999 1998
<S> <C> <C>
Cash and cash equivalents $ 1,363,687 $ 32,291
Investment in subsidiary partnerships 20,411,237 25,151,487
Advances to subsidiary partnership 944,070 1,109,070
Other assets 200,497 231,051
Total assets $22,919,491 $26,523,899
LIABILITIES AND PARTNERS' EQUITY
Due to general partner and affiliates $ 4,089,452 $ 3,636,125
Total liabilities 4,089,452 3,636,125
Partners' equity 18,830,039 22,887,774
Total liabilities and partners' equity $22,919,491 $26,523,899
Investments in subsidiary partnerships are recorded in accordance
with the equity method of accounting, wherein the investments are
not reduced below zero. Accordingly, partners' equity on the
consolidated balance sheet will differ from partners' equity
shown above.
</TABLE>
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
<TABLE>
LIBERTY TAX CREDIT PLUS L.P.
CONDENSED STATEMENTS OF OPERATIONS
<CAPTION>
Year Ended March 15,
1999 1998 1997
<S> <C> <C> <C>
Revenues $ 29,150 $ 1,050 $ 1,150
Expenses
Administrative and
management 195,875 185,619 233,068
Administrative and
management-related
arties 1,291,615 1,257,379 1,255,130
Total expenses 1,487,490 1,442,998 1,488,198
Loss from operations (1,458,340) (1,441,948) (1,487,048)
Equity in loss of subsidiary
partnerships (2,599,395) (2,078,777) (2,692,365)
Net loss $(4,057,735) $(3,520,725) $(4,179,413)
</TABLE>
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
<TABLE>
LIBERTY TAX CREDIT PLUS L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
<CAPTION>
Year Ended March 15,
1999 1998 1997
<S> <C> <C> <C>
Cash flows from
operating activities:
Net loss $(4,057,735) $(3,520,725) $(4,179,413)
Adjustments to reconcile
net loss to net cash
used in operating activities:
Equity in loss of subsidiary
partnerships 2,599,395 2,078,777 2,692,365
Decrease in other assets 30,554 22,448 24,371
Proceeds from advances in
subsidiary partnership 165,000 0 0
Increase (decrease) in liabilities
Due to general partners
and affiliates 453,327 1,236,970 1,318,074
Total adjustments 3,248,276 3,338,195 4,034,810
Net cash used in operating
activities (809,459) (182,530) (144,603)
Net cash provided by investing activities:
Distributions from
subsidiaries 2,140,855 131,859 208,195
Net increase (decrease) in
cash and cash equivalents 1,331,396 (50,671) 63,592
Cash and cash equivalents,
beginning of year 32,291 82,962 19,370
Cash and cash equivalents,
end of year $1,363,687 $ 32,291 $ 82,962
</TABLE>
<PAGE>
<TABLE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 15, 1999
<CAPTION>
Cost Capitalized
Initial Cost to Partnership Subsequent to
Subsidiary Partnership's Buildings and Acquisition:
Residential Property Encumbrances Land Improvements Improvements
<S> <C> <C> <C> <C>
B & C Housing Associates, L.P.
Tulsa, OK $5,589,004 $ 727,300 $ 5,420,791 $2,528,565
State Street 86 Associates, L.P.
Camden, NJ 8,088,774 861,947 12,460,882 372,500
Fox Glenn Investors, L.P.
Seat Pleasant, MD 5,910,492 491,209 6,548,849 465,926
Shiloh Grove L.P. (Mt Vernon)
Columbus, OH 13,348,735 764,874 16,618,743 489,506
Silver Blue Lake Apartments Ltd.
Miami, FL 3,682,500 537,204 4,755,176 55,766
Lancaster Towers Associates, Ltd.
Lancaster, NY 2,545,179 147,000 3,673,921 816,625
West Kinney Associates, L.P.
Newark, NJ 4,512,190 262,466 6,072,924 474,088
Autumn Park Associates, L.P.
Wilsonville, OR 3,889,219 369,932 2,251,887 3,564,042
Regent Street Associates, L.P.
Philadelphia, PA 4,374,218 40,000 7,387,283 231,242
Magnolia Arms Associates, Ltd.
Jacksonville, FL 6,943,164 125,000 8,165,738 556,651
Greenleaf Associates L.P.
Kansas City, MO 4,394,994 695,000 5,125,103 262,810
Alameda Towers, Associates L.P.
San Juan, PR 8,593,880 644,000 15,157,047 482,554
Dixie Apartment Associates, Ltd.
Miami, FL 942,383 194,480 1,354,562 53,230
Ludlam Gardens Apartments, Ltd.
Miami, FL 2,638,671 755,057 3,943,234 47,692
Grove Park Associates, L.P. (Woodlawn)
Chicago, IL 4,905,907 600,000 9,386,536 7,961,516
2108 Bolton Drive Associates, L.P.
Atlanta, GA 4,341,980 835,000 6,599,896 6,026,455
Apple Creek Housing Associates, Ltd.
Arvada, CO 11,485,261 618,136 10,973,665 630,613
Redwood Villa Associates
San Diego, CA 3,981,206 0 5,931,183 90,564
Charles Drew Court Associates, L.P.
Atlantic City, NJ 4,283,719 100 7,893,416 364,030
Walnut Park Plaza Associates, L.P.
Philadelphia, PA 7,470,000 454,707 7,690,675 2,347,518
Bayridge Associates, L.P.
Beaverton, OR 10,537,671 917,682 488,333 11,041,119
United-Pennsylvanian, L.P.
Erie, PA 3,551,471 217,000 4,191,327 823,420
2051 Grand Concourse Associates, L.P.
Bronx, NY 3,963,581 31,500 5,221,117 47,691
Concourse Artists Housing Associates, L.P.
Bronx, NY 1,564,285 5,750 16,100 2,278,151
Willoughby-Wycoff Housing Associates, L.P.
Bronx, NY 4,206,264 17,000 47,600 6,126,180
Robin Housing
Bronx, NY 5,384,484 26,750 70,700 8,163,046
Lund Hill Associates, L.P.
Superior, WI 3,596,304 205,000 4,877,828 578,808
Tanglewood Apartments, L.P.
Joplin, MO 3,299,384 114,932 5,233,022 87,367
Quality Hill Historic District-Phase II-A, L.P.
Kansas City, MO 3,358,149 215,181 6,403,141 204,016
Penn Alto Associates, L.P.
Altoona, PA 4,899,450 60,000 2,731,082 8,904,567
Sartain School Venture, L.P.
Philadelphia, PA 1,941,805 3,883 3,486,875 138,107
$158,224,324 $10,938,090 $180,178,636 $66,214,365
<CAPTION>
Gross Amount at which Carried At Close of Period
Subsidiary Buildings and
Partnership's Residential Property Land Improvements Total
<S> <C> <C> <C>
B & C Housing Associates, L.P.
Tulsa, OK $ 729,685 $ 7,946,971 $ 8,676,656
State Street 86 Associates, L.P.
Camden, NJ 864,332 12,830,997 13,695,329
Fox Glenn Investors, L.P.
Seat Pleasant, MD 493,594 7,012,390 7,505,984
Shiloh Grove L.P. (Mt Vernon)
Columbus, OH 767,259 17,105,864 17,873,123
Silver Blue Lake Apartments Ltd.
Miami, FL 539,589 4,808,557 5,348,146
Lancaster Towers Associates, Ltd.
Lancaster, NY 149,385 4,488,161 4,637,546
West Kinney Associates, L.P.
Newark, NJ 264,850 6,544,628 6,809,478
Autumn Park Associates, L.P.
Wilsonville, OR 938,336 5,247,525 6,185,861
Regent Street Associates, L.P.
Philadelphia, PA 42,384 7,616,141 7,658,525
Magnolia Arms Associates, Ltd.
Jacksonville, FL 127,384 8,720,005 8,847,389
Greenleaf Associates L.P.
Kansas City, MO 697,384 5,385,529 6,082,913
Alameda Towers, Associates L.P.
San Juan, PR 646,384 15,637,217 16,283,601
Dixie Apartment Associates, Ltd.
Miami, FL 196,864 1,405,408 1,602,272
Ludlam Gardens Apartments, Ltd.
Miami, FL 757,441 3,988,542 4,745,983
Grove Park Associates, L.P. (Woodlawn)
Chicago, IL 602,384 17,345,668 17,948,052
2108 Bolton Drive Associates, L.P.
Atlanta, GA 837,384 12,623,967 13,461,351
Apple Creek Housing Associates, Ltd.
Arvada, CO 620,520 11,601,894 12,222,414
Redwood Villa Associates
San Diego, CA 2,384 6,019,363 6,021,747
Charles Drew Court Associates, L.P.
Atlantic City, NJ 143,846 8,113,700 8,257,546
Walnut Park Plaza Associates, L.P.
Philadelphia, PA 457,091 10,035,809 10,492,900
Bayridge Associates, L.P.
Beaverton, OR 920,066 11,527,068 12,447,134
United-Pennsylvanian, L.P.
Erie, PA 219,385 5,012,362 5,231,747
2051 Grand Concourse Associates, L.P.
Bronx, NY 33,885 5,266,423 5,300,308
Concourse Artists Housing Associates, L.P.
Bronx, NY 8,135 2,291,866 2,300,001
Willoughby-Wycoff Housing Associates, L.P.
Bronx, NY 19,386 6,171,394 6,190,780
Robin Housing
Bronx, NY 29,136 8,231,360 8,260,496
Lund Hill Associates, L.P.
Superior, WI 207,900 5,453,736 5,661,636
Tanglewood Apartments, L.P.
Joplin, MO 117,832 5,317,489 5,435,321
Quality Hill Historic District-Phase II-A, L.P.
Kansas City, MO 267,233 6,555,105 6,822,338
Penn Alto Associates, L.P.
Altoona, PA 93,905 11,601,744 11,695,649
Sartain School Venture, L.P.
Philadelphia, PA 9,126 3,619,739 3,628,865
$11,804,469 $245,526,622 $257,331,091
<CAPTION>
Life on which
Depreciation in
Year of Latest Income
Subsidiary Accumulated Construction/ Date Statement is
Partnership's Residential Property Depreciation Renovation Acquired Computed (a) (b)
<S> <C> <C> <C> <C>
B & C Housing Associates, L.P.
Tulsa, OK $ 3,072,994 1987 Dec. 1987 27.5 years
State Street 86 Associates, L.P.
Camden, NJ 5,536,862 1987 Feb. 1988 27.5 years
Fox Glenn Investors, L.P.
Seat Pleasant, MD 2,799,560 1987 Mar. 1988 15 to 27.5 years
Shiloh Grove L.P. (Mt Vernon)
Columbus, OH 6,728,342 1987 Feb. 1988 27.5 years
Silver Blue Lake Apartments Ltd.
Miami, FL 1,900,894 1987 Feb. 1988 27.5 years
Lancaster Towers Associates, Ltd.
Lancaster, NY 1,737,425 1987 May 1988 27.5 years
West Kinney Associates, L.P.
Newark, NJ 2,430,143 1983 June 1988 27.5 years
Autumn Park Associates, L.P.
Wilsonville, OR 2,243,802 1988 June 1988 15 to 27.5 years
Regent Street Associates, L.P.
Philadelphia, PA 2,954,491 1987 June 1988 27.5 years
Magnolia Arms Associates, Ltd.
Jacksonville, FL 3,758,877 1987 July 1988 27.5 years
Greenleaf Associates L.P.
Kansas City, MO 2,512,857 1987 July 1988 27.5 years
Alameda Towers, Associates L.P.
San Juan, PR 3,884,823 1987 July 1988 40 years
Dixie Apartment Associates, Ltd.
Miami, FL 532,637 1987 July 1988 27.5 years
Ludlam Gardens Apartments, Ltd.
Miami, FL 1,512,002 1987 July 1988 27.5 years
Grove Park Associates, L.P. (Woodlawn)
Chicago, IL 6,227,385 1988 July 1988 27.5 to 31.5 years
2108 Bolton Drive Associates, L.P.
Atlanta, GA 5,564,264 1988 July 1988 15 to 27.5 years
Apple Creek Housing Associates, Ltd.
Arvada, CO 4,458,045 1988 June 1988 28 years
Redwood Villa Associates
San Diego, CA 2,213,620 1988 Sept. 1988 27.5 years
Charles Drew Court Associates, L.P.
Atlantic City, NJ 3,319,645 1987 Sept. 1988 27.5 years
Walnut Park Plaza Associates, L.P.
Philadelphia, PA 2,921,909 1988 Sept. 1988 35 years
Bayridge Associates, L.P.
Beaverton, OR 13,868,819 1988 Dec. 1988 15 to 27.5 years
United-Pennsylvanian, L.P.
Erie, PA 2,888,764 1988 Dec. 1988 15 to 25 years
2051 Grand Concourse Associates, L.P.
Bronx, NY 1,954,610 1986 Nov. 1988 27.5 years
Concourse Artists Housing Associates, L.P.
Bronx, NY 853,960 1986 Nov. 1988 27.5 years
Willoughby-Wycoff Housing Associates, L.P.
Bronx, NY 2,286,674 1987 Nov. 1988 27.5 years
Robin Housing
Bronx, NY 3,044,192 1986 Nov. 1988 27.5 years
Lund Hill Associates, L.P.
Superior, WI 1,352,755 1988 Jan. 1989 20 to 40 years
Tanglewood Apartments, L.P.
Joplin, MO 2,002,123 1988 Oct. 1988 27.5 years
Quality Hill Historic District-Phase II-A, L.P.
Kansas City, MO 1,571,070 1988 Mar. 1989 20 to 40 years
Penn Alto Associates, L.P.
Altoona, PA 3,375,633 1989 June 1989 27.5 years
Sartain School Venture, L.P.
Philadelphia, PA 773,678 1989 Aug. 1990 15 to 40 years
$90,282,855
(a) Since all properties were acquired as operating properties, depreciation is computed
using primarily the straight line method over the estimated useful lives determined by the
Partnership date of acquisition.
(b) Furniture and fixtures, included in buildings and improvements, are depreciated pri-
marily by the straight line method over their estimated useful lives ranging from 3 to 20
years.
<CAPTION>
Cost of Property and Equipment
Year Ended March 15,
1999 1998 1997
<S> <C> <C> <C>
Balance at beginning of period $256,294,992 $254,813,961 $253,602,442
Additions during period:
Improvements 1,036,099 1,481,031 1,274,858
Depreciation expense
Reductions during period:
Dispositions 0 0 (63,339)
Balance at end of period $257,331,091 $256,294,992 $254,813,961
<CAPTION>
Accumulated Depreciation
Year Ended March 15,
1999 1998 1997
<S> <C> <C> <C>
Balance at beginning of period $80,873,882 $72,046,250 $63,484,987
Additions during period:
Improvements
Depreciation expense 9,408,973 8,827,632 8,575,413
Reductions during period:
Dispositions 0 0 (14,150)
Balance at end of period $90,282,855 $80,873,882 $72,046,250
At the time the local partnerships were acquired by Liberty Tax Credit Plus Limited Partner-
ship, the entire purchase price paid by Liberty Tax Credit Plus Limited Partnership was
pushed down to the local partnerships as property and equipment with an offsetting credit to
capital. Since the projects were in the construction phase at the time of acquisition, the
capital accounts were insignificant at the time of purchase. Therefore, there are no mate-
rial differences between the original cost basis for tax and GAAP.
</TABLE>
<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> 12-MOS
<FISCAL-YEAR-END> MAR-15-1999
<PERIOD-START> MAR-16-1998
<PERIOD-END> MAR-15-1999
<CASH> 14,171,516
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,031,255
<PP&E> 257,331,091
<DEPRECIATION> 90,282,855
<TOTAL-ASSETS> 186,633,608
<CURRENT-LIABILITIES> 28,325,160
<BONDS> 159,233,698
0
0
<COMMON> 0
<OTHER-SE> (925,250)
<TOTAL-LIABILITY-AND-EQUITY> 186,633,608
<SALES> 0
<TOTAL-REVENUES> 36,007,881
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 31,054,421
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,026,531
<INCOME-PRETAX> (8,073,071)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (530,379)
<CHANGES> 0
<NET-INCOME> (8,603,450)
<EPS-BASIC> (511.41)
<EPS-DILUTED> 0
</TABLE>
