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 September 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>
============ ============
September 30, March 31,
1998 1998
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Property and equipment - (at cost,
net of accumulated depreciation
of $37,072,919 and $34,548,717,
respectively) $105,256,720 $107,652,755
Cash and cash equivalents 1,217,724 1,656,414
Investment in marketable securities 157,673 154,184
Cash held in escrow 4,463,006 3,875,424
Deferred costs (net of accumulated
amortization of $1,412,528
and $1,323,459, respectively) 1,996,063 2,085,132
Other assets 1,216,698 915,131
------------ ------------
Total Assets $114,307,884 $116,339,040
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable $ 70,749,027 $ 71,068,616
Accounts payable and other
liabilities 3,265,179 2,820,787
Due to local general partners and
affiliates 3,163,967 3,259,448
Due to general partners and affiliates 2,791,592 2,399,496
------------ ------------
Total Liabilities 79,969,765 79,548,347
------------ ------------
Minority interests 7,604,209 7,657,057
------------ ------------
Partners' Capital:
Limited partners (72,896 BACs
issued and outstanding) 27,134,495 29,513,678
General partners (413,434) (389,402)
Accumulated other comprehensive
income
Unrealized gain on marketable
securities 12,849 9,360
------------ ------------
Total Partners' Capital 26,733,910 29,133,636
------------ ------------
Total Liabilities and Partners'
Capital $114,307,884 $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 Six Months Ended
September 30, September 30,
-------------------------- --------------------------
1998 1997 1998 1997
-------------------------- --------------------------
<S> <C> <C> <C> <C>
Revenues
Rental income $ 3,141,224 $ 3,012,960 $ 6,256,132 $ 6,060,453
Other 360,135 349,677 685,112 663,617
----------- ----------- ----------- -----------
3,501,359 3,362,637 6,941,244 6,724,070
----------- ----------- ----------- -----------
Expenses
General and
administrative 549,814 517,049 1,138,024 1,084,945
General and
administrative-
related parties
(Note 2) 423,665 369,927 791,532 750,406
Operating and
other 324,893 328,193 655,861 666,836
Repairs and
maintenance 554,020 526,570 1,036,100 980,228
Real estate taxes 235,818 216,925 472,440 449,477
Insurance 117,435 109,186 222,519 222,099
Financial,
principally
interest 1,223,008 1,207,778 2,440,910 2,437,644
Depreciation and
amortization 1,296,664 1,339,165 2,613,271 2,674,427
----------- ----------- ----------- -----------
4,725,317 4,614,793 9,370,657 9,266,062
----------- ----------- ----------- -----------
Loss before minority
interest (1,223,958) (1,252,156) (2,429,413) (2,541,992)
Minority interest in
loss of subsidiary
partnerships 12,693 13,934 26,198 28,432
----------- ----------- ----------- -----------
Net loss $(1,211,265) $(1,238,222) $(2,403,215) $(2,513,560)
=========== =========== =========== ===========
Net loss - limited
partners $(1,199,152) $(1,225,839) $(2,379,183) $(2,488,424)
=========== =========== =========== ===========
Number of BACs
outstanding 72,896 72,896 72,896 72,896
=========== =========== =========== ===========
Basic net loss
per BAC $ (16.45) $ (16.82) $ (32.64) $ (34.14)
=========== =========== =========== ===========
</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 (2,403,215) (2,379,183) (24,032) 0
Change in net
unrealized gain
on marketable
securities 3,489 0 0 3,489
----------- ----------- --------- -------
Partners' capital-
September 30, 1998 $26,733,910 $27,134,495 $(413,434) $12,849
=========== =========== ========= =======
</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>
============================
Six Months Ended
September 30,
----------------------------
1998 1997
----------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,403,215) $(2,513,560)
----------- -----------
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation and amortization 2,613,271 2,674,427
Minority interest in loss of
subsidiaries (26,198) (28,432)
Increase in other assets (301,567) (218,281)
Increase in accounts payable
and other liabilities 444,392 303,396
Increase in cash held in escrow (587,582) (390,929)
Increase in due to general partners
and affiliates 392,096 335,229
Increase in due to local general
partners and affiliates 5,987 11,568
Decrease in due to local general
partners and affiliates (101,468) (174,859)
----------- -----------
Net cash provided by (used in)
operating activities 35,716 (1,441)
----------- -----------
Cash flows from investing activities:
Acquisition of property and
equipment (128,167) (92,221)
Increase in marketable securities 0 (39,963)
----------- -----------
Net cash used in investing
activities (128,167) (132,184)
----------- -----------
</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>
============================
Six Months Ended
September 30,
----------------------------
1998 1997
----------------------------
<S> <C> <C>
Cash flows from financing activities:
Repayments of mortgage notes (319,589) (292,417)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (26,650) (9,699)
---------- ----------
Net cash used in financing
activities (346,239) (302,116)
---------- ----------
Net decrease in cash and cash
equivalents (438,690) (435,741)
Cash and cash equivalents at
beginning of period 1,656,414 1,925,081
---------- ----------
Cash and cash equivalents at
end of period $1,217,724 $1,489,340
========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
6
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Notes to Consolidated Financial Statements
September 30, 1998
(Unaudited)
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 September 30. All subsidiaries have fiscal
quarters ending June 30. Accounts of the subsidiaries have been adjusted for
intercompany transactions from July 1 through September 30. The Partnership's
fiscal quarter ends September 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 $13,000 and $14,000 and $26,000 and $28,000 for the
three and six months ended September 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
7
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Notes to Consolidated Financial Statements
September 30, 1998
(Unaudited)
the Partnership, 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 September 30,
1998, the results of operations for the three and six months ended September 30,
1998 and 1997 and cash flows for the six months ended September 30, 1998 and
1997. However, the operating results for the six months ended September 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 loss for the three and six months ended September 30,
1998 and 1997 was $1,209,249 and $1,234,707 and $2,399,726 and $2,512,720,
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 state-
8
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Notes to Consolidated Financial Statements
September 30, 1998
(Unaudited)
ments are segment profit or loss, certain specific revenue and expense items,
and segment assets. The Partnership operates in one 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 and six months ended
September 30, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
-------------------- --------------------
1998 1997 1998 1997
-------------------- --------------------
<S> <C> <C> <C> <C>
Partnership manage-
ment fees (a) $169,000 $169,000 $338,000 $338,000
Expense reimburse-
ment (b) 62,206 20,589 106,206 78,152
Local administra-
tive fee (d) 12,000 17,000 24,000 34,000
-------- -------- -------- --------
243,206 206,589 468,206 450,152
-------- -------- -------- --------
Property manage-
ment fees incurred
to affiliates of
the subsidiary
partnerships'
general partners (c) 180,459 163,338 323,326 300,254
-------- -------- -------- --------
Total general and
administrative-
related parties $423,665 $369,927 $791,532 $750,406
======== ======== ======== ========
</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
9
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Notes to Consolidated Financial Statements
September 30, 1998
(Unaudited)
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 $2,490,000 and $2,202,000 were accrued and unpaid as
of September 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.
(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.
(c) Property management fees incurred by subsidiary partnerships amounted to
$241,873 and $213,391 and $458,306 and $432,129 for the three and six months
ended September 30, 1998 and 1997, respectively. Of these fees $180,459 and
$163,338 and $323,326 and $300,254, respectively, were incurred to affiliates of
the subsidiary partnerships for the three and six months ended September 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.
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 six months ended September 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 $278,000 remains as of September 30,
1998.
During the six months ended September 30, 1998 and 1997, the distributions
received from the Local Partnerships approximated $14,000 and $11,000,
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 and the continued deferral by the General Partners of fees
owed to them will be used to meet the operating expenses of the Partnership.
Partnership management fees owed to the General Partners amounting to
approximately $2,490,000 and $2,202,000 were accrued and unpaid as of September
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.
During the six months ended September 30, 1998, cash and cash equivalents of the
Partnership and its forty-two consolidated Local Partnerships decreased
approximately $439,000 due to acquisitions of property and equipment ($128,000),
a decrease in capitalization of consolidated subsidiaries attributable to
minority interest ($27,000), and repayments of mortgage loans ($320,000) which
exceeded cash provided by operating activities ($36,000). Included in the
adjustments to reconcile the net loss to cash provided by operating activities
is depreciation and amortization ($2,613,000).
Management has been in contact with all the Local Partnerships in the southeast
region and does not anticipate any significant increases to repairs and
maintenance due to the effect of Hurricane Georges on the portfolio.
Management is not aware of any trends or events, commitments or uncertainties,
which have not otherwise been disclosed, that
11
<PAGE>
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 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 and six months ended September 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 4%
and 3% for the three and six months ended September 30, 1998 as compared to the
corresponding periods in 1997, primarily due to rental rate increases.
Total expenses excluding general and administrative related parties remained
fairly consistent with increases of approximately 1% for both the three and six
months ended September 30, 1998 as compared to the corresponding periods in
1997.
General and administrative-related parties expense increased approximately
$54,000 and $41,000 for the three and six months ended September 30, 1998 as
compared to the corresponding periods in 1997 primarily due to an increase in
expense reimbursements payable to the General Partners and an increase in
property management fees at one Local Partnership.
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")
12
<PAGE>
"Accounting for Derivative Instruments and Hedging Activities". The Statement
establishes accounting and reporting standards for derivative instruments and
hedging activities. 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.
Year 2000 Compliance
- - --------------------
The Partnership utilizes the computer services of an affiliate of the General
Partners. The affiliate of the General Partners is in the process of upgrading
its computer information systems to be year 2000 compliant and beyond. The Year
2000 compliance issue concerns the inability of a computerized system to
accurately record dates after 1999. The affiliate of the General Partners
recently underwent a conversion of its financial systems applications and is in
the process of upgrading and testing the in house software and hardware
inventory. The workstations that experienced problems from this process were
corrected with an upgrade patch. The affiliate of the General Partners have
incurred costs of approximately $1,000,000 to date and estimates the total costs
to be approximately $2,000,000. These costs are not being charged to the
Partnership. In regard to third parties, the Partnership's General Partners are
in the process of evaluating the potential adverse impact that could result from
the failure of material service providers to be year 2000 compliant. A detailed
survey and assessment of third party readiness will be sent to material third
parties in the fourth quarter of 1998. The results of the surveys will be
compiled in early 1999. No estimate can be made at this time as to the impact of
the readiness of such third parties. The Partnership's General Partners plan to
have these issues fully assessed by early 1999, at which time the risks will be
addressed and a contingency plan will be implemented if necessary.
Quantitative and Qualitative Disclosures about Market Risk.
- - -----------------------------------------------------------
Not applicable for fiscal year ended March 31, 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: November 13, 1998
By:/s/ Alan P. Hirmes
Alan P. Hirmes, Vice President
------------------------------
(Principal Financial Officer)
Date: November 13, 1998
By:/s/ Glenn F. Hopps
------------------------------
Glenn F. Hopps, Treasurer
(Principal Accounting Officer)
and
By: FREEDOM GP INC.,
a General Partner
Date: November 13, 1998
By:/s/ Alan P. Hirmes
------------------------------
Alan P. Hirmes, Vice President
(Principal Financial Officer)
Date: November 13, 1998
By:/s/ Glenn F. Hopps
------------------------------
Glenn F. Hopps, Treasurer
(Principal Accounting Officer)
15
<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> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-1-1998
<PERIOD-END> SEP-30-1998
<CASH> 5,680,730
<SECURITIES> 157,673
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,216,698
<PP&E> 142,329,639
<DEPRECIATION> 37,072,919
<TOTAL-ASSETS> 114,307,884
<CURRENT-LIABILITIES> 79,969,765
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 34,338,119
<TOTAL-LIABILITY-AND-EQUITY> 114,307,884
<SALES> 0
<TOTAL-REVENUES> 6,941,244
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,929,747
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,440,910
<INCOME-PRETAX> (2,429,413)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,403,215)
<EPS-PRIMARY> (32.64)
<EPS-DILUTED> 0
</TABLE>
