UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 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
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securi-
ties Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No ____
<PAGE>
<TABLE>
PART I - Financial Information
Item 1. Financial Statements
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<CAPTION>
December 15, March 15,
1999 1999
<S> <C> <C>
ASSETS
Property and equipment, at cost,
net of accumulated depreciation
of $96,910,767 and $90,282,855
respectively $161,206,585 $167,048,236
Cash and cash equivalents 2,712,743 3,824,051
Cash held in escrow 11,390,056 10,347,465
Accounts receivable - tenants 759,554 797,885
Deferred costs - net of accumulated
amortization of $4,313,422
and $4,100,618, respectively 3,169,797 3,382,601
Other assets 1,435,749 1,233,370
Total assets $180,674,484 $186,633,608
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Mortgage notes payable $156,095,358 $158,224,324
Accounts payable and other
liabilities 10,830,353 8,922,248
Due to local general partners and
affiliates 15,220,007 14,835,837
Due to general partners and
affiliates 4,763,780 4,567,075
Due to selling partners 981,509 1,009,374
Total liabilities 187,891,007 187,558,858
Minority interest 3,153,669 3,561,993
Commitments and contingencies (Note 3)
Partners' deficit:
Limited partners (15,987.5 BACs
issued and outstanding) (9,536,646) (3,712,526)
General partners (833,546) (774,717)
Total partners' deficit (10,370,192) (4,487,243)
Total liabilities and partners' deficit $180,674,484 $186,633,608
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
December 15, December 15,
1999* 1998* 1999 1998*
<S> <C> <C> <C> <C>
Revenues
Rental income $ 8,674,593 $ 8,588,504 $25,869,736 $25,607,164
Other 337,940 375,534 868,039 912,177
9,012,533 8,964,038 26,737,775 26,519,341
Expenses
General and
administrative 1,420,618 1,301,892 4,329,943 3,993,261
General and
administrative-
related parties
(Note 2) 717,185 680,821 2,061,583 1,988,566
Repairs and
maintenance 1,882,678 1,658,457 4,739,471 4,355,221
Operating and
other 897,699 798,195 3,021,591 3,056,606
Taxes 545,500 520,755 1,383,625 1,340,863
Insurance 358,003 349,540 1,005,025 1,006,531
Financial 3,243,754 3,265,822 9,566,139 10,119,738
Depreciation and
amortization 2,289,390 2,355,621 6,840,716 6,890,925
Total expenses 11,354,827 10,931,103 32,948,093 32,751,711
Loss before
minority
interest (2,342,294) (1,967,065) (6,210,318) (6,232,370)
Minority interest
in loss of
subsidiaries 123,458 78,944 327,369 241,829
Net loss $(2,218,836) $(1,888,121) $(5,882,949) $(5,990,541)
Net loss-limited
partners $(2,196,648) $(1,869,240) $(5,824,120) $(5,930,636)
Number of BACs
outstanding 15,987.5 15,987.5 15,987.5 15,987.5
Net loss per BAC $ (137.40) $ (116.92) $ (364.29) $ (370.95)
*Reclassified for comparative purposes.
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statement of Changes in Partners' Deficit
(Unaudited)
<CAPTION>
Limited General
Total Partners Partners
<S> <C> <C> <C>
Partners' deficit -
March 16, 1999 $ (4,487,243) $(3,712,526) $(774,717)
Net loss (5,882,949) (5,824,120) (58,829)
Partners' deficit -
December 15, 1999 $(10,370,192) $(9,536,646) $(833,546)
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
(Unaudited)
<CAPTION>
Nine Months Ended
December 15,
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net loss $(5,882,949) $(5,990,541)
Adjustments to reconcile net loss
to net cash provided
by operating activities:
Depreciation and amortization 6,840,716 6,890,925
Minority interest in loss of
subsidiaries (327,369) (241,829)
(Decrease) increase in accounts
receivable-tenants 38,331 (3,235)
Increase in other assets (202,379) (198,029)
Increase in accounts payable and
other liabilities 1,908,105 1,488,682
Increase in due to general partners
and affiliates 196,705 458,391
(Increase) decrease in cash held
in escrow (892,678) 11,825
Net cash provided by operating activities 1,678,482 2,416,189
Cash flows from investing activities:
Increase in cash held in escrow (149,913) (1,056,977)
Improvements to property and equipment (786,261) (630,079)
Net cash used in investing activities (936,174) (1,687,056)
Cash flows from financing activities:
Increase in deferred costs 0 (103,664)
Decrease in due to selling partners (27,865) (44,094)
Proceeds from mortgage notes 0 10,600,000
Repayments of mortgage notes (2,128,966) (8,007,992)
Increase in due to local general
partners and affiliates 684,859 743,511
Decrease in due to local general
partners and affiliates (300,689) (282,497)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (80,955) (2,195,884)
Net cash (used in) provided by
financing activities (1,853,616) 709,380
Net (decrease) increase in cash and cash
equivalents (1,111,308) 1,438,513
Cash and cash equivalents at
beginning of period 3,824,051 2,852,210
Cash and cash equivalents at
end of period $ 2,712,743 $ 4,290,723
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 15, 1999
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of
Liberty Tax Credit Plus L.P. (the "Partnership") and 31 subsidiary
partnerships ("subsidiary partnerships" or Local Partnerships) in
which the Partnership is a limited partner. Through the rights of
the Partnership and/or a general partner of the Partnership ("Gen-
eral Partner"), which General Partner has a contractual obligation
to act on behalf of the Partnership, to remove the local general
partner of the subsidiary partnerships and to approve certain ma-
jor operating and financial decisions, the Partnership has a con-
trolling financial interest in the subsidiary partnerships. All inter-
company accounts and transactions with the subsidiary partner-
ships have been eliminated in consolidation.
For financial reporting purposes the Partnership's fiscal quarter
ends on December 15. All subsidiary partnerships have fiscal
quarters ending September 30. Accounts of the subsidiary part-
nerships have been adjusted for intercompany transactions from
October 1 through December 15. The Partnership's quarter ends
on December 15, in order to allow adequate time for the subsidi-
ary partnerships financial statements to be prepared and consoli-
dated. The books and records of the Partnership are maintained
on the accrual basis of accounting, in accordance with generally
accepted accounting principles ("GAAP").
In the opinion of the General Partners, the accompanying unau-
dited financial statements contain all adjustments (consisting only
of normal recurring adjustments) necessary to present fairly the
financial position of the Partnership as of December 15, 1999, the
results of operations for the three and nine months ended Decem-
ber 15, 1999 and 1998 and cash flows for the nine months ended
December 15, 1999 and 1998. However, the operating results for
the nine months ended December 15, 1999 may not be indicative
of the results for the year.
Certain information and note disclosures normally included in
financial statements prepared in accordance with generally ac-
cepted accounting principals have been omitted or condensed.
These consolidated financial statements should be read in conjunc-
tion with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K for the period
ended March 15, 1999.
Increases (decreases) in the capitalization of consolidated subsidi-
ary partnerships attributable to minority interest arise from cash
contributions from and cash distributions to the minority interest
partners.
The Partnership's investment in each subsidiary partnership is
equal to the respective subsidiary partnership's partners' equity
less minority interest capital, if any. Losses attributable to minor-
ity interests which exceed the minority interests' investment in
subsidiary partnerships have been charged to the Partnership.
Such losses aggregated $64,000 and $47,000 and $177,000 and
$151,000 for the three and nine months ended December 15, 1999
and 1998, respectively. In consolidation, all subsidiary partner-
ship losses are included in the Partnership's capital account except
for losses allocated to minority interest capital.
Note 2 - Related Party Transactions
An affiliate of the General Partners has a 1% interest as a special
limited partner, in each of the subsidiary partnerships. An affiliate
of the General Partners also has a minority interest in certain sub-
sidiary partnerships.
<TABLE>
The costs incurred to related parties for the three and nine months
ended December 15, 1999 and 1998 were as follows:
<CAPTION>
Three Months Ended Nine Months Ended
December 15, December 15,
1999 1998* 1999 1998*
<S> <C> <C> <C> <C>
Partnership manage-
ment fees (a) $ 284,500 $ 284,500 $ 853,500 $ 853,500
Expense reimburse-
ment (b) 79,774 55,419 151,430 131,183
Property manage-
ment fees incurred
to affiliates of
the General
Partners (c) 24,113 22,805 72,340 68,418
Local administra-
tive fee (d) 19,000 16,000 56,000 54,000
Total general and
administrative-
General Partners 407,387 378,724 1,133,270 1,107,101
Property manage-
ment fees incurred to
affiliates of the
subsidiary
partnerships'
general
partners (c) 309,798 302,097 928,313 881,465
Total general and
administrative-
related parties $ 717,185 $ 680,821 $2,061,583 $1,988,566
*Reclassified for comparative purposes
</TABLE>
(a) The General Partners are entitled to receive a partnership
management fee, after payment of all Partnership expenses, which
together with the local annual administrative fees will not exceed
a maximum of 0.5% per annum of invested assets (as defined in
the Partnership Agreement), for administering the affairs of the
Partnership. The partnership management fee, subject to the fore-
going limitation, will be determined by the General Partners in
their sole discretion based upon their review of the Partnership's
investments. Partnership management fees owed to the General
Partners amounting to approximately $4,217,000 and $4,014,000
were accrued and unpaid as of December 15, 1999 and March 15,
1999, 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 Partner-
ship. These services include site visits and evaluations of the sub-
sidiary partnerships' performance. Expense reimbursements and
asset monitoring fees owed to Related Credit Properties L.P.
amounting to approximately $73,000 and $75,000 were accrued
and unpaid as of December 15, 1999 and March 15, 1999, respec-
tively.
The General Partners have continued advancing and allowing the
accrual without payment of the amounts set forth in (a) and (b)
but are under no obligation to do so.
(c) Property management fees incurred by subsidiary partnerships
amounted to $471,745 and $469,299 and $1,423,428 and $1,373,317
for the three and nine months ended December 15, 1999 and 1998,
respectively. Of these fees $309,798 and $302,097 and $928,313
and $881,465 were incurred to affiliates of the subsidiary partner-
ships' general partners. In addition, $24,113 and $22,805 and
$72,340 and $68,418 were incurred to affiliates of the General
Partners.
(d) Liberty Associates III L.P., the special limited partner of the
subsidiary partnerships, is entitled to receive a local administra-
tive fee of up to $2,500 per year from each subsidiary partnership.
Note 3 - Commitments and Contingencies
There have not been any material changes and/or additions to the
disclosures regarding the subsidiary partnerships which were
included in the Partnership's Annual Report on Form 10-K for the
fiscal year ended March 15, 1999.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Con-
dition and Results of Operations
Liquidity and Capital Resources
The Partnership's capital has been invested in 31 Local Partner-
ships.
The Partnership's primary sources of funds are the cash distribu-
tions from operations of the Local Partnerships in which the Part-
nership has invested. These sources are available to meet obliga-
tions of the Partnership. During the nine months ended December
15, 1999 and 1998 such distributions amounted to approximately
$86,000 and $2,006,000, respectively. In addition, certain fees and
expense reimbursements owed to the General Partners amounting
to approximately $4,290,000 and $4,089,000 were accrued and
unpaid as of December 15, 1999 and March 15, 1999, respectively.
Without the General Partners' continued accrual without payment
of certain fees and expense reimbursements, the Partnership will
not be in a position to meet its obligations. The General Partners
have continued allowing the accrual without payment of these
amounts but are under no obligation to continue to do so.
For the nine months ended December 15, 1999, cash and cash
equivalents of the Partnership and its 31 subsidiary partnerships
decreased approximately $1,111,000. This decrease is attributable
to an increase in property and equipment ($786,000), an increase
in cash held in escrow for investing activities ($150,000), repay-
ments of mortgage notes ($2,129,000), a decrease in due to selling
partners ($28,000) and a decrease in capitalization of consolidated
subsidiaries attributable to minority interest ($81,000) which ex-
ceeded cash provided by operating activities ($1,678,000) and a net
increase in due to local general partners and affiliates ($384,000).
Included in adjustments to reconcile the net loss to cash provided
by operating activities is depreciation and amortization of ap-
proximately $6,841,000.
For a discussion of contingencies affecting certain Local Partner-
ships, see Note 3 to the financial statements. Since the maximum
loss the Partnership would be liable for is its net investment in the
respective Local Partnerships, the resolution of the existing con-
tingencies is not anticipated to impact future results of operations,
liquidity or financial condition in a material way. However, the
Partnership's loss of its investment in a Local Partnership will
eliminate the ability to generate future tax credits from such Local
Partnership and may also result in recapture of tax credits if the
investment is lost before the expiration of the compliance period.
Management is not aware of any trends or events, commitments
or uncertainties which have not otherwise been disclosed that will,
or are likely to impact liquidity in a material way. Management
believes the only impact would be from laws that have not yet
been adopted. The portfolio is diversified by the location of the
properties around the United States so that if one area of the coun-
try is experiencing downturns in the economy, the remaining
properties in the portfolio may be experiencing upswings. How-
ever, the geographic diversifications of the portfolio may not pro-
tect against a general downturn in the national economy.
All 31 Local Partnerships fully have or had their tax credits in
place. The tax credits are attached to the project for a period of ten
years and are transferable with the property during the remainder
of such ten year period. If the General Partners determined that a
sale of a property is warranted, the remaining tax credits would
transfer to the new owner, thereby adding significant value to the
property on the market, which are not included in the financial
statement carrying amount. The Local Partnership's tax credits
will expire over the next two years.
Results of Operations
Results of operations for the three and nine months ended Decem-
ber 15, 1999 and 1998 consisted primarily of the results of the
Partnership's investment in the consolidated Local Partnerships.
Rental income increased approximately 1% for both the three and
nine months ended December 15, 1999 as compared to the corre-
sponding periods in 1998 primarily due to rental rate increases.
Total expenses excluding repairs and maintenance and operating
remained fairly consistent with an increase of approximately 1%
and a decrease of approximately 1% for the three and nine months
ended December 15, 1999 as compared to the corresponding peri-
ods in 1998.
Repairs and maintenance increased approximately $224,000 for
the three months ended December 15, 1999 as compared to the
corresponding period in 1998 primarily due to an increase due to a
change in the security agency at one Local Partnership and carpet
replacement, new appliances and roof repairs at a second Local
Partnership.
Operating expenses increased approximately $100,000 for the
three months ended December 15, 1999 as compared to the corre-
sponding period in 1998 primarily due to a 1997 credit for over-
billing being applied against the 1998 expense at one Local Part-
nership.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K - None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
LIBERTY TAX CREDIT PLUS L.P.
(Registrant)
By: RELATED CREDIT PROPERTIES L.P.,
a General Partner
By: Related Credit Properties Inc.,
its General Partner
Date: January 24, 2000
By: /s/ Alan P. Hirmes
Alan P. Hirmes,
Vice President
(Principal Financial Officer)
Date: January 24, 2000
By: /s/ Glenn F. Hopps
Glenn F. Hopps,
Treasurer
(Principal Accounting 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: January 24, 2000
By: /s/ Alan P. Hirmes
Alan P. Hirmes,
Vice President
(Principal Financial Officer)
Date: January 24, 2000
By: /s/ Glenn F. Hopps
Glenn F. Hopps,
Treasurer
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted
from the financial statements for 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> 9-MOS
<FISCAL-YEAR-END> MAR-15-2000
<PERIOD-START> MAR-16-1999
<PERIOD-END> DEC-15-1999
<CASH> 14,102,799
<SECURITIES> 0
<RECEIVABLES> 759,554
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,435,749
<PP&E> 258,117,352
<DEPRECIATION> 96,910,767
<TOTAL-ASSETS> 180,674,484
<CURRENT-LIABILITIES> 30,814,140
<BONDS> 157,076,867
0
0
<COMMON> 0
<OTHER-SE> (7,216,523)
<TOTAL-LIABILITY-AND-EQUITY> 180,674,484
<SALES> 0
<TOTAL-REVENUES> 26,737,775
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 23,381,954
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,566,139
<INCOME-PRETAX> 0
<INCOME-TAX> (6,210,318)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,882,949)
<EPS-BASIC> (364.29)
<EPS-DILUTED> 0
</TABLE>
