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, 1998
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)
<TABLE>
<CAPTION>
June 30, March 31,
1998 1998
------------ ------------
<S> <C> <C>
ASSETS
Property and equipment, net of
accumulated depreciation
of $66,463,151 and $64,545,022,
respectively $171,807,007 $173,036,778
Construction in progress 0 604,411
Cash and cash equivalents 3,446,338 4,177,583
Cash held in escrow 7,206,825 6,823,943
Deferred costs, net of accumulated
amortization of $3,338,411
and $3,267,108, respectively 4,049,735 4,121,038
Other assets 4,003,704 4,086,783
------------ ------------
Total assets $190,513,609 $192,850,536
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Mortgage notes payable $116,952,660 $117,331,318
Accounts payable and other
liabilities 8,655,950 9,339,821
Due to local general partners and
affiliates 10,824,297 10,135,658
Due to general partners and affiliates 5,429,963 4,957,989
Due to selling partners 3,503,564 3,501,689
------------ ------------
Total liabilities 145,366,434 145,266,475
------------ ------------
Minority interest 4,445,520 4,700,747
------------ ------------
Commitments and contingencies (Note 4)
Partners' capital
Limited partners (115,917.5 BACs
issued and outstanding) 41,325,322 43,485,164
General partners (623,667) (601,850)
------------ ------------
Total partners' capital 40,701,655 42,883,314
------------ ------------
Total liabilities and partners'
capital $190,513,609 $192,850,536
============ ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-2-
<PAGE>
LIBERTY TAX CREDIT PLUS II L.P.
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1998 1997
----------- -----------
<S> <C> <C>
Revenues
Rentals, net $ 6,356,013 $ 6,324,952
Other 123,442 121,882
Gain on partial sale of investment in
subsidiary partnerships (Note 3) 0 154,577
----------- -----------
6,479,455 6,601,411
Expenses
General and administrative 1,600,705 1,670,137
General and administrative-
related parties (Note 2) 652,200 633,970
Repairs and maintenance 1,130,801 921,941
Operating 905,625 983,862
Taxes 287,259 294,661
Insurance 283,812 285,517
Interest 1,955,007 2,051,249
Depreciation and amortization 1,989,432 2,007,496
----------- -----------
Total Expenses 8,804,841 8,848,833
----------- -----------
Loss before minority interest (2,325,386) (2,247,422)
Minority interest in loss of subsidiaries 143,727 38,418
----------- -----------
Net loss $(2,181,659) $(2,209,004)
=========== ===========
Net loss-limited partners $(2,159,842) $(2,186,914)
=========== ===========
Number of BACs outstanding 115,917.5 115,917.5
=========== ===========
Net loss per BAC $ (18.63) $ (18.87)
=========== ===========
</TABLE>
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)
<TABLE>
<CAPTION>
Limited General
Total Partners Partners
----------- ----------- ---------
<S> <C> <C> <C>
Partners' capital -
April 1, 1998 $42,883,314 $43,485,164 $(601,850)
Net loss (2,181,659) (2,159,842) (21,817)
----------- ----------- ---------
Partners' capital -
June 30, 1998 $40,701,655 $41,325,322 $(623,667)
=========== =========== =========
</TABLE>
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)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,181,659) $(2,209,004)
=========== ===========
Adjustments to reconcile net loss
to net cash used in
operating activities:
Gain on partial sale of investment in
subsidiary partnerships (Note 3) 0 (154,577)
Depreciation and amortization 1,989,432 2,007,496
Minority interest in loss of
subsidiaries (143,727) (38,418)
Decrease (increase) in other assets 83,079 (379,583)
Increase in cash held
in escrow (311,997) (102,828)
Decrease in accounts
payable and other liabilities (683,871) (101,672)
Increase in due to general partners
and affiliates 471,974 373,129
Increase in due to local general
partners and affiliates 732,462 244,019
Decrease in due to local general
partners and affiliates (43,823) (41,380)
----------- -----------
Total adjustments 2,093,529 1,806,186
----------- -----------
Net cash used in operating activities (88,130) (402,818)
----------- -----------
Cash flows from investing activities:
Proceeds from partial sale of
investment in subsidiary
partnerships 0 1,400,000
Acquisitions of property and
equipment (83,947) (52,521)
(Increase) decrease in cash held
in escrow (70,885) 66,243
----------- -----------
Net cash (used in) provided by
investing activities (154,832) 1,413,722
----------- -----------
</TABLE>
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)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from financing activities:
Repayments of mortgage notes (378,658) (304,485)
Increase in due to selling partners 1,875 1,875
Decrease in capitalization
of consolidated subsidiaries
attributable to minority
interest (111,500) 4,000
---------- ----------
Net cash used in decrease
financing activities (488,283) (298,610)
---------- ----------
Net (decrease) increase in cash and
cash equivalents (731,245) 712,294
Cash and cash equivalents at
beginning of period 4,177,583 4,956,628
---------- ----------
Cash and cash equivalents at
end of period $3,446,338 $5,668,922
========== ==========
Components of partial sale of
investment in subsidiary
partnerships:
Increase in capitalization of
consolidated subsidiaries
attributable to minority
interest $ 0 $1,245,423
</TABLE>
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, 1998
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Liberty Tax Credit
Plus II L.P. (the "Partnership") and 27 subsidiary partnerships ("subsidiaries",
"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.
For financial reporting purposes, the Partnership's fiscal quarter ends June 30.
The Partnership's fiscal quarter ends June 30 in order to allow adequate time
for the subsidiaries' financial statements to be prepared and consolidated. 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 $132,000 and $131,000 for the three months ended June 30,
1998 and 1997, 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.
-7-
<PAGE>
LIBERTY TAX CREDIT PLUS II L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1998
(Unaudited)
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 financial statements contain all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly the financial position
of the Partnership as of June 30, 1998 and the results of operations and cash
flows for the three months ended June 30, 1998 and 1997. However, the operating
results for the three months ended June 30, 1998 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,
1998.
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.
-8-
<PAGE>
LIBERTY TAX CREDIT PLUS II L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1998
(Unaudited)
The costs incurred to related parties for the three months ended June 30, 1998
and 1997 were as follows:
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1998 1997
---------- ----------
<S> <C> <C>
Partnership management fees (a) $ 374,000 $ 374,000
Expense reimbursement (b) 44,976 45,341
Property management fees (c) 220,224 201,629
Local administrative fee (d) 13,000 13,000
---------- ----------
$ 652,200 $ 633,970
========== ==========
</TABLE>
(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 their sole discretion
based upon their review of the Partnership's investments. Partnership management
fees owed to the General Partners amounting to approximately $4,248,000 and
$3,874,000 were accrued and unpaid as of June 30, 1998 and March 31, 1998,
respectively. Without the General Partner's continued accrual without payment,
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 do so.
(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. Another
affiliate of the General Partners performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance.
-9-
<PAGE>
LIBERTY TAX CREDIT PLUS II L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1998
(Unaudited)
(c) Property management fees incurred by subsidiary partnerships amounted to
$405,770 and $341,308 for the three months ended June 30, 1998 and 1997,
respectively. Of these fees $220,224 and $201,629 were incurred to affiliates of
the subsidiary partnerships' general partners. Included in amounts incurred to
affiliates of the subsidiary partnerships' general partners are $87,586 and
$69,295 for the three months ended June 30, 1998 and 1997, 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 - Partial sale of Investment in Subsidiary Partnerships
Campeche Isle Apartments, L.P.
In June 1997, Campeche Isle Apartments Limited Partnership ("Campeche")
restructured its mortgage debt 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 and one of its General Partners, Campeche, and Campeche's Local
General Partner. The restructuring agreement required Campeche to make
approximately $800,000 of required repairs to the project. The Partnership
raised approximately $1,400,000 in June 1997 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 24.98% 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,
-10-
<PAGE>
LIBERTY TAX CREDIT PLUS II L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1998
(Unaudited)
1998. On or prior to the maturity of the new loan a refinancing will be
completed which will have a term of at least equal to the remaining compliance
period of the project which ends 2004. As of March 31, 1998, total advances to
Campeche from the Partnership totaled approximately $1,735,000.
Note 4 - Commitments and Contingencies
There were no material changes and/or additions to disclosures regarding the
subsidiary partnerships which were included in the Partnership's Annual Report
on Form 10-K for the period ended March 31, 1998.
-11-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership's primary sources of funds are rental revenues which are fully
utilized at the property level and cash distributions from the operations of the
Local Partnerships in which the Partnership has invested. These sources of funds
are available to meet obligations of the Partnership. During the three months
ended June 30, 1998 and 1997 respectively, distributions received from
operations of the Local Partnerships were approximately $0 and $8,000,
respectively.
As of June 30, 1998 the Partnership has invested all of the net proceeds in
twenty-seven Local Partnerships. Approximately $400,000 of the purchase price
remains to be paid (none of which is being held in escrow).
During the three months ended June 30, 1998, cash and cash equivalents of the
Partnership and its 27 consolidated Local Partnerships decreased approximately
$731,000. This decrease was primarily due to cash used in operating activities
($88,000), acquisitions of property and equipment ($84,000), repayments of
mortgage notes ($379,000), a decrease in capitalization of consolidated
subsidiaries attributable to minority interest ($112,000) and an increase in
cash held in escrow relating to investing activities ($71,000). Included in the
adjustments to reconcile the net loss to cash used in operating activities is
depreciation and amortization ($1,989,000).
Partnership management fees owed to the General Partners amounting to
approximately $4,248,000 and $3,874,000 were accrued and unpaid as of June 30,
1998 and March 31, 1998, respectively. Without the General Partners's continued
accrual without payment, 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.
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-
-12-
<PAGE>
try 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 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, 1998 consisted
primarily of the results of the Partnership's investment in twenty-seven Local
Partnerships.
Rental income increased less than 1% for the three months ended June 30, 1998 as
compared to the corresponding period in 1997 primarily due to rental rate
increases.
Total expenses, excluding repairs and maintenance, remained fairly consistent
with a decrease of approximately 3% for the three months ended June 30, 1998 as
compared to the corresponding period in 1997.
Repairs and maintenance increased approximately $209,000 for the three months
ended June 30, 1998 as compared to the corresponding period in 1997 primarily
due to an increase in repairs required by a loan agreement at one Local
Partnership as well as exterior painting of the building at a second Local
Partnership.
A gain on partial sale of investment in subsidiary partnerships in the amount of
approximately $155,000 was recorded for the three months ended June 30, 1997
(see Note 3 to the financial statements).
Year 2000 Compliance
As the year 2000 approaches, an issue has emerged regarding how existing
application software programs and operating systems can accommodate this date.
Failure to adequately address this issue could have potentially serious
repercussions. The General Part-
-13-
<PAGE>
ners are in the process of working with the Partnership's service providers to
prepare for the year 2000. Based on information currently available, the
Partnership does not expect that it will incur significant operating expenses or
be required to incur material costs to be year 2000 compliant.
-14-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceeding
The litigation described in Note 4 to the financial statements
contained in Part I, Item 1 of this quarterly report on Form 10-Q is
incorporated herein by reference.
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K - No reports on Form 8-K were filed during the
quarter.
-15-
<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.,
its General Partner
Date: August 11, 1998
By: /s/ Alan P. Hirmes,
----------------------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: August 11, 1998
By: /s/ Glenn F. Hopps,
----------------------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
and
By: LIBERTY GP II INC.,
a General Partner
Date: August 11, 1998
By: /s/ Alan P. Hirmes,
----------------------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: August 11, 1998
By: /s/ Glenn F. Hopps,
----------------------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
<PAGE>
and
By: LIBERTY ASSOCIATES II, L.P.
a General Partner
By: Related Credit Properties II, Inc.,
its General Partner
Date: August 11, 1998
By: /s/ Alan P. Hirmes,
----------------------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: August 11, 1998
By: /s/ Glenn F. Hopps,
----------------------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
and
By: LIBERTY GP II INC.,
a General Partner
Date: August 11, 1998
By: /s/ Alan P. Hirmes,
----------------------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: August 11, 1998
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 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-31-1999
<PERIOD-START> APR-1-1998
<PERIOD-END> JUN-30-1998
<CASH> 10,653,163
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,003,704
<PP&E> 238,270,158
<DEPRECIATION> 66,463,151
<TOTAL-ASSETS> 190,513,609
<CURRENT-LIABILITIES> 24,910,210
<BONDS> 120,456,224
0
0
<COMMON> 0
<OTHER-SE> 45,147,175
<TOTAL-LIABILITY-AND-EQUITY> 190,513,609
<SALES> 0
<TOTAL-REVENUES> 6,479,455
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,849,834
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,955,007
<INCOME-PRETAX> (2,325,386)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,325,386)
<EPS-PRIMARY> (18.63)
<EPS-DILUTED> 0
</TABLE>
