LIBERTY TAX CREDIT PLUS II L P
10-Q, 1997-08-19
REAL ESTATE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)


_X_  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934



For the quarterly period ended June 30, 1997


                                       OR


___  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934



                         Commission File Number 0-24660



                         LIBERTY TAX CREDIT PLUS II L.P.
             (Exact name of registrant as specified in its charter)



          Delaware                                              13-3458180
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)


625 Madison Avenue, New York, New York                                 10022
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code (212)421-5333


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_  No ___



<PAGE>



                         PART I - Financial Information


Item 1. Financial Statements

                         LIBERTY TAX CREDIT PLUS II L.P.
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (Unaudited)

                                               =============      =============
                                                  June 30,         March 31,
                                                    1997              1997
                                               -------------      -------------
ASSETS
Property and equipment, net of
   accumulated depreciation
   of $58,261,166 and $56,299,580,
   respectively                                $ 178,701,656      $ 180,610,721
Cash and cash equivalents                          5,668,922          4,956,628
Cash held in escrow                                6,341,099          6,304,514
Deferred costs, net of accumulated
   amortization of $3,012,810
   and $2,966,900, respectively                    4,227,229          4,273,139
Other assets                                       4,503,844          4,124,261
                                               -------------      -------------

   Total assets                                $ 199,442,750      $ 200,269,263
                                               =============      =============

LIABILITIES AND PARTNERS' CAPITAL

   Mortgage notes payable                      $ 118,478,946      $ 118,783,431
   Accounts payable and other
    liabilities                                    9,230,267          9,331,939
   Due to local general partners and
    affiliates                                    11,129,036         10,926,397
   Due to general partners and
    affiliates                                     3,158,670          2,785,541
   Due to selling partners                         3,431,738          3,429,863
                                               -------------      -------------

   Total liabilities                             145,428,657        145,257,171
                                               -------------      -------------

Minority interest                                  4,508,951          3,297,946
                                               -------------      -------------
Commitments and contingencies
   (Note 4)

Partners' capital

   Limited partners (115,917.5 BACs
    issued and outstanding)                       50,040,774         52,227,688
   General partners                                 (535,632)          (513,542)
                                               -------------      -------------

   Total partners' capital                        49,505,142         51,714,146
                                               -------------      -------------

   Total liabilities and partners'
    capital                                    $ 199,442,750      $ 200,269,263
                                               =============      =============
 

See Accompanying Notes to Consolidated Financial Statements


                                        2


<PAGE>



                         LIBERTY TAX CREDIT PLUS II L.P.
                                AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                 ==============================
                                                      Three Months Ended
                                                            June 30,
                                                 ------------------------------
                                                     1997               1996
                                                 ------------------------------
               
Revenues
   Rentals, net                                  $ 6,324,952        $ 6,096,423
   Other                                             121,882            165,546
   Gain on sale of investment
    in subsidiary partnerships
    (Note 3)                                         154,577                  0
                                                 -----------        -----------
                                                   6,601,411          6,261,969
                                                 -----------        -----------
Expenses
   General and administrative                      1,670,137          1,507,154
   General and administrative-
    related parties (Note 2)                         633,970            246,834
   Repairs and maintenance                           921,941            816,532
   Operating                                         983,862            923,554
   Taxes                                             294,661            251,845
   Insurance                                         285,517            290,403
   Interest                                        2,051,249          2,085,135
   Depreciation and amortization                   2,007,496          2,035,385
                                                 -----------        -----------
                                                   8,848,833          8,156,842
                                                 -----------        -----------

Minority interest in loss of
   subsidiaries                                       38,418             60,740
                                                 -----------        -----------
Net loss                                         $(2,209,004)       $(1,834,133)
                                                 ===========        ===========
Net loss-limited partners                        $(2,186,914)       $(1,815,792)
                                                 ===========        ===========
Number of BACs
   outstanding                                     115,917.5          115,917.5
                                                 ===========        ===========
Net loss per BAC                                 $    (18.87)       $    (15.66)
                                                 ===========        ===========


See Accompanying Notes to Consolidated Financial Statements


                                        3


<PAGE>



                         LIBERTY TAX CREDIT PLUS II L.P.
                                AND SUBSIDIARIES
             Consolidated Statement of Changes in Partners' Capital
                                   (Unaudited)

                               ================================================
                                                   Limited           General
                                   Total           Partners          Partners
                               ------------------------------------------------

Partners' capital -
 April 1, 1997                 $ 51,714,146      $ 52,227,688      $   (513,542)
Net loss                         (2,209,004)       (2,186,914)          (22,090)
                               ------------      ------------      ------------
Partners' capital -
 June 30, 1997                 $ 49,505,142      $ 50,040,774      $   (535,632)
                               ============      ============      ============



See Accompanying Notes to Consolidated Financial Statements


                                        4


<PAGE>



                         LIBERTY TAX CREDIT PLUS II L.P.
                                AND SUBSIDIARIES
                            Statements of Cash Flows
                Increase (Decrease) in Cash and Cash Equivalents
                                   (Unaudited)


                                                   =============================
                                                        Three Months Ended
                                                             June 30,
                                                   ----------------------------
                                                       1997            1996
                                                   ----------------------------

Cash flows from
  operating activities:

   Net loss                                        $(2,209,004)     $(1,834,133)
                                                   ===========      ===========

   Adjustments to reconcile net loss
    to net cash (used in) provided by
    operating activities:
   Gain on sale of investment in
    subsidiary partnerships (Note 3)                  (154,577)               0
   Depreciation and amortization                     2,007,496        2,035,385
   Minority interest in loss of
    subsidiaries                                       (38,418)         (60,740)
   (Increase) decrease in other assets                (379,583)         220,762
   Increase in cash held
    in escrow                                         (102,828)        (199,435)
   (Decrease) increase in accounts
    payable and other liabilities                     (101,672)         524,954
   Increase in due to general partners
    and affiliates                                     373,129           44,298
   Increase in due to local general
    partners and affiliates                            244,019          193,928
   Decrease in due to local general
    partners and affiliates                            (41,380)         (46,075)
                                                   -----------      -----------

    Total adjustments                                1,806,186        2,713,077
                                                   -----------      -----------

   Net cash (used in) provided by
    operating activities                              (402,818)         878,944
                                                   -----------      -----------

Cash flows from
  investing activities:

   Proceeds from sale
    of investment in
    subsidiary partnerships                          1,400,000                0
   Improvements to property and
    equipment                                          (52,521)        (801,099)
   Decrease in cash held
    in escrow                                           66,243           17,283
                                                   -----------      -----------

   Net cash provided by (used in)
    investing activities                             1,413,722         (783,816)
                                                   -----------      -----------


See Accompanying Notes to Consolidated Financial Statements


                                        5
<PAGE>



                         LIBERTY TAX CREDIT PLUS II L.P.
                                AND SUBSIDIARIES
                            Statements of Cash Flows
                Increase (Decrease) in Cash and Cash Equivalents
                                   (continued)
                                   (Unaudited)


                                                   =============================
                                                        Three Months Ended
                                                             June 30,
                                                   ----------------------------
                                                       1997            1996
                                                   ----------------------------

Cash flows from
   financing activities:

   Repayments of mortgage notes                       (304,485)        (478,779)
   Increase in due to selling partners                   1,875            1,875
   Increase (decrease) in capitalization
    of consolidated subsidiaries
    attributable to minority
    interest                                             4,000         (106,152)
                                                   -----------      -----------

   Net cash used in
    financing activities                              (298,610)        (583,056)
                                                   -----------      -----------

Net increase (decrease) in cash and
   cash equivalents                                    712,294         (487,928)

Cash and cash equivalents at
   beginning of period                               4,956,628        4,498,565
                                                   -----------      -----------

Cash and cash equivalents at
   end of period                                   $ 5,668,922      $ 4,010,637
                                                   ===========      ===========

Components of sale of
   investment in subsidiary
   partnerships:

   Increase in capitalization
    of consolidated subsidiaries
    attributable to minority
    interest                                       $ 1,245,423      $         0


See Accompanying Notes to Consolidated Financial Statements


                                        6


<PAGE>



                         LIBERTY TAX CREDIT PLUS II L.P.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)


Note 1 - General

The consolidated financial statements include the accounts of Liberty Tax Credit
Plus  II  (the  "Partnership")  and  27  subsidiary  partnerships   ("subsidiary
partnerships"  or" Local  Partnerships") in which the Partnership is the limited
partner.  Through the rights of the Partnership and/or a General Partner,  which
General  Partner  has  a  contractual   obligation  to  act  on  behalf  of  the
Partnership, to remove the general partner of the subsidiary partnerships and to
approve certain major operating and financial  decisions,  the Partnership has a
controlling financial interest in the subsidiary partnerships.

The Partnership's fiscal quarter ends June 30. All subsidiary  partnerships have
fiscal quarters ending March 31.  Accounts of the subsidiary  partnerships  have
been adjusted for intercompany transactions from April 1 through June 30.

All   intercompany   accounts  and   transactions   have  been   eliminated   in
consolidation.

Increases   (decreases)  in  the   capitalization  of  consolidated   subsidiary
partnerships  attributable  to minority  interest arise from cash  contributions
from and cash distributions to the minority interest partners.

Losses  attributable to minority interests which exceed the minority  interests'
investment  in a subsidiary  partnership  have been charged to the  Partnership.
Such losses aggregated $131,000 and $130,000 for the three months ended June 30,
1997 and 1996,  respectively.  The  Partnership's  investment in each subsidiary
partnership is equal to the respective subsidiary partnership's partners' equity
less  minority  interest  capital,  if any.  In  consolidation,  all  subsidiary
partnership losses are included in the Partnership's  capital account except for
losses allocated to minority interest capital.

The books and records of the  Partnership are maintained on the accrual basis in
accordance with generally accepted accounting principles.  In the opinion of the
general partners of the Partnership (the "General  Partners"),  the accompanying
unaudited  finan-          


                                        7
<PAGE>


                         LIBERTY TAX CREDIT PLUS II L.P.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)


Note 1 - General (continued)

cial statements  contain all adjustments  (consisting  only of normal  recurring
adjustments)   necessary  to  present  fairly  the  financial  position  of  the
Partnership as of June 30, 1997 and the results of operations and cash flows for
the three months ended June 30, 1997 and 1996.  However,  the operating  results
for the three  months ended June 30, 1997 may not be  indicative  of the results
for the year.

Certain  information  and  note  disclosures   normally  included  in  financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted or condensed.  These consolidated  financial statements should
be read in conjunction with the financial  statements and notes thereto included
in the  Partnership's  Annual  Report on Form 10-K for the year ended  March 31,
1997.

Note 2 - Related Party Transactions

One 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 subsidiary partnerships.

The costs  incurred to related  parties for the three months ended June 30, 1997
and 1996 were as follows:


                                                          Three Months Ended
                                                                June 30,     
                                                       -------------------------
                                                         1997             1996 
                                                       -------------------------
Partnership management fees (a)                        $374,000         $ 50,000
Expense reimbursement (b)                                45,341           31,878
Property management fees (c)                            201,629          152,956
Local administrative fee (d)                             13,000           12,000
                                                       --------         --------

                                                       $633,970         $246,834
                                                       ========         ========
                    
(a) The General  Partners are entitled to receive a partnership  management fee,
after payment of all Partnership expenses,  which together with the annual local
administrative  fees  will not  exceed a maximum  of 0.5% per annum of  invested
assets (as defined in the Partnership Agreement),  for administering the affairs
of the  Partnership.  The partnership  management fee,  subject to the foregoing
limitation,  will be determined by the General Partners in


                                        8
<PAGE>



                         LIBERTY TAX CREDIT PLUS II L.P.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)


Note 2 - Related Party Transactions (continued)

their sole discretion based upon their review of the Partnership's  investments.
Partnership   management  fees  owed  to  the  General  Partners   amounting  to
approximately  $2,752,000 and $2,378,000  were accrued and unpaid as of June 30,
1997 and March 31, 1997, 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 Related  General  Partner  performs  asset  monitoring  for the
Partnership.   These  services  include  site  visits  and  evaluations  of  the
subsidiary partnerships' performance.

(c) Property  management  fees incurred by subsidiary  partnerships  amounted to
$341,308  and  $373,692  for the  three  months  ended  June 30,  1997 and 1996,
respectively. Of these fees $201,629 and $152,956 were incurred to affiliates of
the subsidiary  partnerships' general partners.  Included in amounts incurred to
affiliates  of the  subsidiary  partnerships'  general  partners are $69,295 and
$18,399 for the three months ended June 30, 1997 and 1996,  respectively,  which
were also incurred to affiliates of the Partnership.

(d) Liberty  Associates  II L.P., a special  limited  partner of the  subsidiary
partnerships,  is entitled to receive a local administrative fee of up to $2,500
per year from each subsidiary partnership.

Note 3 - Sale of Investment in Subsidiary Partnerships

Campeche Isle Apartments,  L.P.  ("Campeche")  filed a voluntary  petition under
Chapter 11 during  March 1996.  Although  current on its debt  service up to and
including the January 1, 1996 payment, the property was unable to fully fund all
operating  expenses  plus debt  service  following a 1% increase in the interest
rate on the  property's  mortgage  in June of 1994.  Debt  service had been kept
current through advances by the subsidiary  partnership's  general partner,  RCC
Pineview,  Inc., and the Partnership  totaling $302,222 as of December 31, 1996.
In addition,  Campeche has not paid its managing  agent in excess of $100,000 of
management fees.

In an effort to reduce the property's debt service burden, negotiations with the
holder of the property's first mortgage, Sun America Life Insurance Company (the
"Mortgagee") had been ongoing during


                                        9
<PAGE>



                         LIBERTY TAX CREDIT PLUS II L.P.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)


Note 3 - Sale of Investment in Subsidiary Partnerships (continued)



January and February of 1996. The Mortgagee  rejected  Campeche's  proposals and
commenced a foreclosure  action during the latter part of February.  In order to
preserve  Campeche's  ownership  of the  property,  a Chapter 11 filing was made
during  March  1996  and the  Mortgagee  was  stayed  from  proceeding  with its
foreclosure.  Campeche had presented a Plan of  Reorganization to the Bankruptcy
Court and the property was being operated under a Cash  Collateral  order issued
by the Court.  On June 19,  1997,  Campeche  completed  a  restructuring  of its
mortgage debt wherein the mortgage debt was settled for $4,200,000,  through the
following  transactions:  Bank of Boston made a $4,000,000  loan to Campeche and
the  Partnership  as  co-borrowers.  Such loan is secured by a first mortgage on
Campeche Isle Apartments, a pledge of the Partnership's interest in Spring Creek
and recourse guarantees of the Partnership, Campeche, Campeche's general partner
and one of the General  Partners.  In addition to paying off the  mortgage,  the
restructuring  agreement  required  Campeche to make  approximately  $800,000 of
required repairs to the project. The Partnership raised approximately $1,400,000
by selling a portion  of its  limited  partnership  interest  in two  subsidiary
partnerships  to  Related  Glenport  Associates,  an  affiliate  of the  General
Partner.  The  Partnership  sold 24.99% of its limited  partnership  interest in
United-Glenarden  I Limited  Partnership  for  $600,000  resulting  in a gain of
$224,482  and sold  32.32%  of its  limited  partnership  interest  in  Property
Development  Associates,  L.P.  for $800,000  resulting in a loss of $69,905.  A
portion of the proceeds were used to repay the  Mortgagee,  pay closing costs on
the new loan and to fund debt service and an escrow account for repairs. Monthly
debt  service on the new loan will be paid by the net income of Campeche and the
balance by the  Partnership.  In  addition,  any  distributions  received by the
Partnership  from Spring  Creek must be placed in escrow at Bank of Boston.  The
new loan matures on December  31,  1998.  On or prior to the maturity of the new
loan a  refinancing  will be completed  which will have a term at least equal to
the remaining  compliance  period of the project which ends in 2004. On July 24,
1997 the Chapter 11 filing was dismissed. As of June 30, 1997, total advances to
Campeche from the Partnership totaled approximately $1,328,000.

Note 4 - Commitments and Contingencies

The  following  disclosure  includes  changes  and/or  additions to  disclosures
regarding the subsidiary  partnerships  which were


                                       10


<PAGE>



                         LIBERTY TAX CREDIT PLUS II L.P.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)


Note 4 - Commitments and Contingencies (continued)

included in the  Partnership's  Annual  Report on Form 10-K for the period ended
March 31,  1997 (see  Notes 5 and 3 for  discussions  of the  resolution  of the
contingencies  regarding  Williamsburg  Residential,   L.P.  and  Campeche  Isle
Apartments, L.P., respectively.)

Santa Juanita II Limited Partnership

A bank  filed a suit  against  Santa  Juanita  II  Limited  Partnership  ("Santa
Juanita")  for  non-payment  of the  monthly  installments  required by a second
mortgage loan  agreement.  During  February  1994,  the court issued a judgement
against Santa Juanita  demanding  immediate  payment of the second mortgage note
with an outstanding  principal  balance of $474,656,  plus accrued  interest and
legal expenses.  A significant  portion of Santa Juanita's  operating  assets is
pledged as collateral for this note and  foreclosure by the bank would seriously
impair Santa  Juanita's  continued  existence.  In May 1996, the special limited
partner of Santa Juanita  instituted  proceedings to formally remove the general
partner of Santa Juanita and in June 1996, the general  partner of Santa Juanita
filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code
("Chapter 11"). In June 1997 the court ordered that Santa Juanita's  Amended and
Restated Agreement of Limited Partnership and Management Agreement should not be
part of the general partner's bankruptcy. As such, the court ordered the general
partner  to  surrender  the  books  and  records  of Santa  Juanita  to  Liberty
Associates  II L.P.,  the  special  limited  partner  and in July,  the case was
dismissed in the  Bankruptcy  Court.  Liberty  Associates II L.P.  amended Santa
Juanita's  Amended and Restated  Agreement of Limited  Partnership which removed
the former general partner as general partner and management  agent and admitted
a new general  partner and  management  agent.  Management  of Santa  Juanita is
currently  pursuing a workout  agreement  with the lenders with respect to Santa
Juanita's  mortgage debt. The Partnership's  investment in Santa Juanita at June
30,  1997  and  March  31,  1997  was   approximately   $460,000  and  $478,000,
respectively,  and the minority  interest  balance was zero at each date.  Santa
Juanita's net loss after minority interest amounted to approximately $23,000 and
$23,000 for the three months ended June 30, 1997 and 1996, respectively.


                                       11
<PAGE>



                         LIBERTY TAX CREDIT PLUS II L.P.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)


Note 5 - Subsequent Event


In  November  1996,  the  general  partner  of  Williamsburg  Residential,  L.P.
("Williamsburg")  stopped making the mortgage note payments which constituted an
event of default.  The general partner also communicated to the limited partners
its desire to withdraw as general  partner and property  manager in an effort to
eliminate the need for it to further secure loans from its  affiliated  entities
to keep the project going.  The limited  partners  retained a national  property
management firm to operate the property  effective  January 1, 1997 and replaced
the general partner effective January 16, 1997.

The new general  partner,  which is an affiliate of the Related General Partner,
has been in contact  with the  lender,  Federal  National  Mortgage  Association
("FNMA"),  since  shortly  after  the  default.   Williamsburg  entered  into  a
Forbearance  Agreement with FNMA on January 27, 1997.  The agreement  called for
back  payments to be made and provided  Williamsburg  60 days to work out a loan
agreement.  A subsequent extension of the forbearance agreement ran through July
25, 1997 at which time the loan was modified.  The general framework of the loan
modification   agreement  calls  for:  1.  Williamsburg  to  deposit  an  amount
approximately  equal to $165,000 into a debt service  escrow fund to be utilized
as needed;  2.  Payments  of  interest  only on the loan for 36  months;  3. The
waiving of  replacement  reserve  escrow  payments  during  1997;  4. Excess net
operating income to be turned over to the loan servicer monthly. FNMA's standard
modification  documentation was used and FNMA will not exercise further remedies
relating to the default.


                                       12
<PAGE>




Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Liquidity and Capital Resources

The Partnership's  primary source of funds include (i) working capital reserves,
(ii)  interest   earned  on  the  working   capital   reserves  and  (iii)  cash
distributions from the operations of the Local  Partnerships.  All these sources
of funds are available to meet obligations of the Partnership.

As of June 30, 1997 the  Partnership  has  invested  all of the net  proceeds in
twenty-seven Local  Partnerships.  Approximately  $434,000 of the purchase price
remains  to be paid (none of which is being  held in  escrow).  During the three
months ended June 30, 1997, $5,000 was paid.

During the three months ended June 30, 1997,  cash and cash  equivalents  of the
Partnership and its 27 consolidated Local Partnerships  increased  approximately
$712,000. This increase was primarily due to proceeds from sale of investment in
subsidiary  partnerships  ($1,400,000) and a decrease in cash held in escrow for
investing  activities ($66,000) which exceeded cash used in operating activities
($403,000),  improvements  to property and equipment  ($53,000) and repayment of
mortgage notes ($304,000).  Included in adjustments to reconcile the net loss to
cash used in operating activities is depreciation and amortization in the amount
of approximately $2,007,000.

The  Partnership   established  a  working  capital  reserve  of   approximately
$3,500,000  (3% of gross  equity  raised) of which  approximately  $376,000  and
$520,000  was  unused at June 30,  1997 and March 31,  1997,  respectively.  The
General  Partners  believe  that  these  reserves,  plus any cash  distributions
received  from the  operations of the Local  Partnerships  will be sufficient to
fund the Partnership's ongoing operations for the foreseeable future. During the
three months ended June 30, 1997 and 1996  respectively,  amounts  received from
operations  of  the  Local  Partnerships  were  approximately   $7,910  and  $0,
respectively.

For a discussion of contingencies affecting certain Local Partnerships, see Note
4 to the financial  statements.  Since the maximum loss the Partnership would be
liable for is its net  investment  in the  respective  Local  Partnerships,  the
resolution of the existing  contingencies  is not  anticipated  to impact future
results of  operations,  liquidity  or financial  condition  in a material  way.
However,  the  Partnership's  loss of its investment in a Local Partnership will
eliminate the ability to generate future tax credits from such Local


                                       13
<PAGE>



Partnership and may also result in recapture of tax credits if the investment is
lost before the expiration of the compliance period.

Management is not aware of any trends or events,  commitments  or  uncertainties
which  have not  otherwise  been  disclosed,  that will or are  likely to impact
liquidity in a material way.  Management  believes the only impact would be from
laws  that  have not yet been  adopted.  The  portfolio  is  diversified  by the
location of the  properties  around the United States so that if one area of the
country is experiencing  downturns in the economy,  the remaining  properties in
the  portfolio  may  be   experiencing   upswings.   However,   the   geographic
diversifications  of the portfolio may not protect against a general downturn in
the national  economy.  The  Partnership  has fully invested the proceeds of its
offerings in 27 Local Partnerships, all of which fully have their tax credits in
place. The tax credits are attached to the project for a period of ten years and
are transferable with the property during the remainder of such ten year period.
If the General Partners  determined that a sale of a property is warranted,  the
remaining tax credits would  transfer to the new owner,  thereby adding value to
the property on the market,  which are not included in the  financial  statement
carrying amount.

Results of Operations

Results  of  operations  for the three  months  ended  June 30,  1997  consisted
primarily of the results of the Partnership's  investment in twenty-seven  Local
Partnerships.

Rental  income  increased  approximately  4% for the three months ended June 30,
1997 as compared to the corresponding period in 1996 primarily due to the merger
of Spring Creek Retail Associates, L.P. ("Retail") with Spring Creek Associates,
L.P.  ("Spring Creek")  effective August 16, 1996, which resulted in an increase
of approximately  1% and an increase in occupancy at another Local  Partnership,
which  resulted  in an  increase  of  approximately  1%.  Before such merger the
commercial  rent was  accrued  by  Spring  Creek on the  basis of cash flow from
Retail's operations,  pursuant to the terms of a net lease agreement.  Excluding
these two Local Partnerships,  rental income increased  approximately 2% for the
three months ended June 30, 1997 as compared to the corresponding period in 1996
primarily due to rental rate increases.

Other income decreased approximately $44,000 for the three months ended June 30,
1997 as  compared  to the  corresponding  period  in 1996  primarily  due to the
receipt  of a real  estate  tax  refund  at one Local  Partnership  in the first
quarter of 1996.

Total   expenses   excluding   general   and    administrative,    general   and
administrative-related parties, repairs and maintenance and taxes


                                       14
<PAGE>



decreased  less than 1% for the three  months ended June 30, 1997 as compared to
the corresponding in 1996.

General and administrative increased approximately $163,000 for the three months
ended June 30, 1997 as compared to the  corresponding  period in 1996  primarily
due to an  increase  in  legal  fees due to a  bankruptcy  filing  at one  Local
Partnership.

General and administrative-related  parties increased approximately $387,000 for
the three months ended June 30, 1997 as compared to the corresponding  period in
1996 primarily due to an increase in partnership  management fees payable to the
General Partners and an increase in property  management fees resulting from the
change at two Local  Partnerships  from an unaffiliated  property manager to one
which is an affiliate.

Repairs and maintenance  increased  approximately  $105,000 for the three months
ended June 30, 1997 as compared to the  corresponding  period in 1996  primarily
due to roof  repairs,  parking lot  repaving,  as well as painting  and retiling
expenses at two Local Partnerships.

Taxes increased  approximately  $43,000 for the three months ended June 30, 1997
as compared to the corresponding  period in 1996 primarily due to an increase in
real estate taxes at one Local  Partnership  and  underaccrual  in 1996 at three
Local Partnerships.


                                       15
<PAGE>



                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     The litigation  described Note 4 to the financial  statements  contained in
Part I, Item 1 is incorporated herein by reference.

Item 2. Changes in Securities - None

Item 3. Defaults Upon Senior Securities - None

Item 4. Submission of Matters to a Vote of Security Holders - None

Item 5. Other Information - None

Item 6. Exhibits and Reports on Form 8-K - None

     (a) Exhibits

          27 Financial Data Schedule (filed herewith)

     (b)  Reports  on Form 8K - No  reports  on Form 8-K were  filed  during the
quarter.


                                       16


<PAGE>




                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                         LIBERTY TAX CREDIT PLUS II L.P.
                         -------------------------------
                                  (Registrant)


                              By:  RELATED CREDIT PROPERTIES II L.P.,
                                   a General Partner

                              By:  RELATED CREDIT PROPERTIES II INC.,
                                   General Partner

Date: August 13, 1997

                                   By:  /s/ Alan P. Hirmes
                                        ------------------
                                        Alan P. Hirmes,
                                        Vice President
                                        (principal financial officer)

Date: August 13, 1997

                                   By:  /s/ Richard A. Palermo
                                        ----------------------
                                        Richard A. Palermo,
                                        Treasurer
                                        (principal accounting officer)


               By:  LIBERTY G.P. II INC.,
                    General Partner

Date:  August 13, 1997

                    By:  /s/ Paul L. Abbott
                         -------------------
                         Paul L. Abbott,
                         Chairman of the Board, President,
                         Chief Operating Officer and Director


                                       18



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     The Schedule  contains summary  financial  information  extracted 
     from the financial  statements  for Liberty Tax Credit Plus II L. 
     P.  and is  qualified  in  its  entirety  by  reference  to  such 
     financial statements                                              
</LEGEND>
<CIK>                                          0000832141
<NAME>                                         Liberty Tax Credit Plus II L.P.
<MULTIPLIER>                                   1
       
<S>                           <C>
<PERIOD-TYPE>                 3-MOS
<FISCAL-YEAR-END>                              MAR-31-1998 
<PERIOD-START>                                 APR-01-1997
<PERIOD-END>                                   JUN-30-1997
<CASH>                                          12,012,101
<SECURITIES>                                             0
<RECEIVABLES>                                            0
<ALLOWANCES>                                             0
<INVENTORY>                                              0
<CURRENT-ASSETS>                                 8,731,073
<PP&E>                                         236,962,822
<DEPRECIATION>                                  58,261,166
<TOTAL-ASSETS>                                 199,442,750
<CURRENT-LIABILITIES>                           23,517,973
<BONDS>                                        121,910,684
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                      54,014,093
<TOTAL-LIABILITY-AND-EQUITY>                   199,442,750
<SALES>                                                  0
<TOTAL-REVENUES>                                 6,601,411
<CGS>                                                    0
<TOTAL-COSTS>                                            0
<OTHER-EXPENSES>                                 6,797,584
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                               2,051,249
<INCOME-PRETAX>                                 (2,247,422)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                      0
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                    (2,247,422)
<EPS-PRIMARY>                                       (18.87)
<EPS-DILUTED>                                            0
                                               


</TABLE>


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