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 0-24652
FREEDOM TAX CREDIT PLUS L.P.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3533987
- - ------------------------------- -------------------
(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
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Consolidated Balance Sheets
<TABLE>
<CAPTION>
============ ============
June 15, March 15,
1998 1998
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Property and equipment - (at cost,
net of accumulated depreciation
of $35,820,737 and $34,548,717,
respectively) $106,425,001 $107,652,755
Cash and cash equivalents 1,369,519 1,656,414
Investment in marketable securities 155,657 154,184
Cash held in escrow 4,140,568 3,875,424
Deferred costs (net of accumulated
amortization of $1,368,046
and $1,323,459, respectively) 2,040,545 2,085,132
Other assets 1,138,031 915,131
------------ ------------
Total Assets $115,269,321 $116,339,040
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable $ 70,953,575 $ 71,068,616
Accounts payable and other
liabilities 2,980,358 2,820,787
Due to local general partners and
affiliates 3,159,593 3,259,448
Due to general partners and affiliates 2,603,527 2,399,496
------------ ------------
Total Liabilities 79,697,053 79,548,347
------------ ------------
Minority interests 7,629,109 7,657,057
------------ ------------
Partners' Capital:
Limited partners (72,896 BACs
issued and outstanding) 28,333,648 29,513,678
General partners (401,322) (389,402)
Accumulated other comprehensive
income
Unrealized gain on marketable
securities 10,833 9,360
------------ ------------
Total Partners' Capital 27,943,159 29,133,636
------------ ------------
Total Liabilities and Partners'
Capital $115,269,321 $116,339,040
============ ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
2
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
=============================
Three Months Ended
June 30,
-----------------------------
1998 1997
-----------------------------
<S> <C> <C>
Revenues
Rental income $ 3,114,908 $ 3,047,493
Other 324,977 313,940
----------- -----------
3,439,885 3,361,433
----------- -----------
Expenses
General and administrative 588,210 567,896
General and administrative-
related parties (Note 2) 367,867 380,479
Operating and other 330,968 338,643
Repairs and maintenance 482,080 453,658
Real estate taxes 236,622 232,552
Insurance 105,084 112,913
Financial, principally interest 1,217,902 1,229,866
Depreciation and amortization 1,316,607 1,335,262
----------- -----------
4,645,340 4,651,269
----------- -----------
Loss before minority interest (1,205,455) (1,289,836)
Minority interest in loss of
subsidiary partnerships 13,505 14,498
----------- -----------
Net loss $(1,191,950) $(1,275,338)
=========== ===========
Net loss - limited partners $(1,180,031) $(1,262,585)
=========== ===========
Number of BACs outstanding 72,896 72,896
=========== ===========
Basic net loss per BAC $ (16.19) $ (17.32)
=========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Consolidated Statement of Changes in Partners' Capital
(Unaudited)
<TABLE>
<CAPTION>
Net
Unrealized
Gain on
Limited General Marketable
Total Partners Partners Securities
----------- ----------- --------- -------
<S> <C> <C> <C> <C>
Partners' capital-
April 1, 1998 $29,133,636 $29,513,678 $(389,402) $ 9,360
Net loss (1,191,950) (1,180,030) (11,920) 0
Change in net
unrealized gain
on marketable
securities 1,473 0 0 1,473
----------- ----------- --------- -------
Partners' capital-
June 30, 1998 $27,943,159 $28,333,648 $(401,322) $10,833
=========== =========== ========= =======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
4
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
============================
Three Months Ended
June 30,
----------------------------
1998 1997
----------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,191,950) $(1,275,338)
----------- -----------
Adjustments to reconcile net loss
to net cash used in
operating activities:
Depreciation and amortization 1,316,607 1,335,262
Minority interest in loss of
subsidiaries (13,505) (14,498)
Increase in other assets (222,900) (95,693)
Increase (decrease) in accounts payable
and other liabilities 159,571 (278,027)
Increase in cash held in escrow (265,144) (171,413)
Increase in due to general partners
and affiliates 204,031 181,683
Increase in due to local general
partners and affiliates 4,743 2,501
Decrease in due to local general
partners and affiliates (104,598) (105,738)
----------- -----------
Net cash used in
operating activities (113,145) (421,261)
----------- -----------
Cash flows from investing activities:
Acquisition of property and
equipment (44,266) (64,231)
Increase in marketable securities 0 (39,964)
----------- -----------
Net cash used in investing
activities (44,266) (104,195)
----------- -----------
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
5
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Consolidated Statements of Cash Flows
(continued)
(Unaudited)
<TABLE>
<CAPTION>
===========================
Three Months Ended
June 30,
---------------------------
1998 1997
---------------------------
<S> <C> <C>
Cash flows from financing activities:
Repayments of mortgage notes (115,041) (136,855)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (14,443) (9,699)
---------- ----------
Net cash used in financing
activities (129,484) (146,554)
---------- ----------
Net decrease in cash and cash
equivalents (286,895) (672,010)
Cash and cash equivalents at
beginning of period 1,656,414 1,925,081
---------- ----------
Cash and cash equivalents at
end of period $1,369,519 $1,253,071
========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
6
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Notes to Consolidated Financial Statements
June 30, 1998
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Freedom Tax Credit
Plus L.P. ("the Partnership") and 42 subsidiary partnerships ("subsidiaries",
"subsidiary partnerships" or "Local Partnerships") in which the Partnership is a
limited partner. Through the rights of the Partnership and/or an affiliate of a
General Partner, which affiliate has a contractual obligation to act on behalf
of the Partnership, to remove the general partner of the subsidiary local
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 subsidiaries have fiscal
quarters ending March 31. Accounts of the subsidiaries have been adjusted for
intercompany transactions from April 1 through 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 intercompany accounts and transactions have been eliminated in
consolidation.
Increases (decreases) in the capitalization of consolidated subsidiaries
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 have been charged to the Partnership. Such losses
aggregated approximately $14,000 for both the three months ended June 30, 1998
and 1997, respectively. The Partnership's investment in each subsidiary is
generally equal to the respective subsidiary's partners' equity less minority
interest capital, if any.
The books and records of the Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting principles. In the
opinion of the general partners of the Partnership, the accompanying unaudited
financial statements
7
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Notes to Consolidated Financial Statements
June 30, 1998
(Unaudited)
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 disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted or condensed. These condensed financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K for the period ended March 31,
1998.
The Partnership adopted SFAS No. 130, Reporting Comprehensive Income on April 1,
1998. SFAS No. 130 establishes standards for reporting and displaying
comprehensive income and its components in a financial statement that is
displayed with the same prominence as other financial statements.
Reclassification of financial statements for earlier periods, provided for
comparative purposes, is required. The statement also requires the accumulated
balance of other comprehensive income to be displayed separately from retained
earnings and additional paid-in capital in the equity section of the balance
sheet. Total comprehensive income (loss) for the three months ended June 30,
1998 and 1997 was $1,473 and $(2,675), respectively.
The Partnership adopted SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information. SFAS No. 131 establishes standards for
reporting information about operating segments in annual and interim financial
statements. Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated regularly by
the chief operating decision maker in deciding how to allocate resources and in
assessing performance. Categories required to be reported as well as reconciled
to the financial statements are segment profit or loss, certain specific revenue
and expense items, and segment assets. The Partnership operates in one
8
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Notes to Consolidated Financial Statements
June 30, 1998
(Unaudited)
segment, investments in limited partnerships which own residential complexes
that are eligible for low income housing tax credits.
Note 2 - Related Party Transactions
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) $169,000 $169,000
Expense reimbursement (b) 44,000 57,563
Property management fees (c) 142,867 136,916
Local administrative fee (d) 12,000 17,000
-------- --------
$367,867 $380,479
======== ========
</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. Subject to the foregoing limitation, the partnership
management fee will be determined by the General Partners in their sole
discretion based upon their review of the Partnership's investment. Unpaid
partnership management fees for any year will be accrued without interest and
will be payable from working capital reserves or to the extent of available
funds after the Partnership has made distributions to the Limited Partners and
BACs holders of sale or refinancing proceeds equal to their original capital
contributions plus a 10% priority return thereon (to the extent not theretofore
paid out of Cash Flow). Partnership management fees owed to the General Partners
amounting to approximately $2,371,000 and $2,202,000 were accrued and unpaid as
of June 30, 1998 and March 31, 1998, respectively. The General Partners have
continued allowing the accrual without payment of these amounts, but are under
no obligation to continue to do so.
9
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Notes to Consolidated Financial Statements
June 30, 1998
(Unaudited)
(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
$216,433 and $218,738 for the three months ended June 30, 1998 and 1997,
respectively. Of these fees $142,867 and $136,916, respectively, were incurred
to affiliates of the subsidiary partnership for the three months ended June 30,
1998 and 1997, respectively.
(d) Freedom SLP L.P., a special limited partner of the subsidiary partnerships
is entitled to receive an annual local administrative fee of up to $2,500 per
year from each subsidiary partnership.
Note 3 - Commitments and Contingencies
There were no material changes and/or additions to the disclosure regarding the
subsidiary partnership which was included in the Partnership's Annual Report on
Form 10-K for the period ended March 31, 1998.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
The Partnership's sources of funds during the three months ended June 30, 1998,
include working capital reserves, interest earned on working capital reserves
and distributions received from the Local Partnerships.
A working capital reserve of approximately $373,000 remains as of June 30, 1998.
During the three months ended June 30, 1998 and 1997, the distributions received
from the Local Partnerships approximated $14,000 and $3,000, respectively. Cash
distributions from Local Partnerships are not expected to reach a level
sufficient to permit cash distributions to BACs holders. These distributions as
well as the working capital reserves referred to in the preceding paragraph will
be used to meet the operating expenses of the Partnership.
During the three months ended June 30, 1998, cash and cash equivalents of the
Partnership and its forty-two consolidated Local Partnerships decreased
approximately $287,000 primarily due to cash used in operating activities
($113,000), acquisitions of property and equipment ($44,000) and repayments of
mortgage loans ($115,000). Included in the adjustments to reconcile the net loss
to cash used in operating activities is depreciation and amortization
($1,317,000).
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 not be experiencing downswings. 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
offering in 42 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
11
<PAGE>
sale of 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
The results of operations for the three months ended June 30, 1998 continues to
be in the form of rental income with corresponding expenses divided among
operations, depreciation and mortgage interest.
Rental income remained fairly consistent with an increase of approximately 2%
for the three months ended June 30, 1998 as compared to the corresponding period
in 1997, primarily due to rental rate increases.
Total expenses remained fairly consistent with a decrease of less than 1% for
the three months ended June 30, 1998 as compared to the corresponding period in
1997.
Accounting Standards Issued but not yet Adopted
- - -----------------------------------------------
In June, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133") "Accounting for Derivative
Instruments and Hedging Activities". The Statement establishes accounting and
reporting standards for derivative instruments and hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. If certain conditions are met, a derivative may be specifically
designated as (a) a hedge of the exposure to changes in the fair value of a
recognized asset or liability or an unrecognized firm commitment, (b) a hedge of
the exposure to variable cash flows of a forecasted transaction, or (c) a hedge
of foreign currency exposure of a net investment in a foreign operation, an
unrecognized firm commitment, an available-for-sale security or a
foreign-currency-denominated forecasted transaction. This Statement is effective
for all fiscal quarters of fiscal years beginning after June 15, 1999. The
adoption of SFAS 133 is not expected to have any impact on the financial
position or results of operations of the Partnership.
12
<PAGE>
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 Partners 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.
Quantitative and Qualitative Disclosures about Market Risk.
- - -----------------------------------------------------------
Not applicable for fiscal year 1999
13
<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
No reports on Form 8-K were filed during the quarter.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FREEDOM TAX CREDIT PLUS L.P.
(Registrant)
By: RELATED FREEDOM ASSOCIATES L.P.,
a General Partner
By: RELATED FREEDOM ASSOCIATES INC.,
General Partner
Date: August 4, 1998
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes, Vice President
(Principal Financial Officer)
Date: August 4, 1998
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps, Treasurer
(Principal Accounting Officer)
and
By: FREEDOM GP INC.,
a General Partner
Date: August 4, 1998
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes, Vice President
(Principal Financial Officer)
Date: August 4, 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 Freedom
Tax Credit Plus L.P. and is qualified
in its entirety by reference to such
financial statements
</LEGEND>
<CIK> 0000854926
<NAME> Freedom Tax Credit Plus L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 5,510,087
<SECURITIES> 155,657
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,138,031
<PP&E> 142,245,738
<DEPRECIATION> 35,820,737
<TOTAL-ASSETS> 115,269,321
<CURRENT-LIABILITIES> 79,697,053
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 35,572,268
<TOTAL-LIABILITY-AND-EQUITY> 115,269,321
<SALES> 0
<TOTAL-REVENUES> 3,439,885
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,427,438
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,217,902
<INCOME-PRETAX> (1,205,455)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,205,455)
<EPS-PRIMARY> (16.19)
<EPS-DILUTED> 0
</TABLE>
