SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- - ------ EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 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>
<TABLE>
<CAPTION>
PART I - Financial Information
Item 1. Financial Statements
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Consolidated Balance Sheets
============ =============
December 31, March 31,
1998 1998
----------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Property and equipment - (at cost,
net of accumulated depreciation
of $38,326,161 and $34,548,717,
respectively) $104,116,665 $107,652,755
Cash and cash equivalents 1,191,603 1,656,414
Investment in marketable securities 154,106 154,184
Cash held in escrow 4,583,033 3,875,424
Deferred costs (net of accumulated
amortization of $1,457,805
and $1,323,459, respectively) 1,950,786 2,085,132
Other assets 1,345,409 915,131
------------ ------------
Total Assets $113,341,602 $116,339,040
============ ============
3
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Consolidated Balance Sheets
(continued)
============ =============
December 31, March 31,
1998 1998
----------- -------------
(Unaudited)
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable $ 70,582,714 $ 71,068,616
Accounts payable and other
liabilities 3,721,838 2,820,787
Due to local general partners and
affiliates 3,121,180 3,259,448
Due to general partners and affiliates 2,925,413 2,399,496
------------ ------------
Total Liabilities 80,351,145 79,548,347
------------ ------------
Minority interests 7,596,587 7,657,057
------------ ------------
Partners' Capital:
Limited partners (72,896 BACs
issued and outstanding) 25,811,387 29,513,678
General partners (426,799) (389,402)
Accumulated other comprehensive
income:
Unrealized gain on marketable
securities 9,282 9,360
------------ ------------
Total Partners' Capital 25,393,870 29,133,636
------------ ------------
Total Liabilities and Partners'
Capital $113,341,602 $116,339,040
============ ============
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
4
<PAGE>
<TABLE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
========================= ==========================
Three Months Ended Nine Months Ended
December 31, December 31,
------------------------- --------------------------
1998 1997 1998 1997
------------------------- --------------------------
<S> <C> <C> <C> <C>
Revenues
Rental income $ 3,079,076 $ 3,067,935 $ 9,335,208 $ 9,128,388
Other 350,854 331,391 1,035,966 995,008
----------- ----------- ------------ ------------
3,429,930 3,399,326 10,371,174 10,123,396
----------- ----------- ------------ ------------
Expenses
General and
administrative 567,993 484,733 1,706,017 1,569,678
General and
administrative-
related parties
(Note 2) 367,202 380,635 1,158,734 1,131,041
Operating and
other 318,197 297,477 974,058 964,313
Repairs and
maintenance 668,863 540,135 1,704,963 1,520,363
Real estate taxes 228,033 229,949 700,473 679,426
Insurance 106,708 103,118 329,227 325,217
Financial 1,225,251 1,235,825 3,666,161 3,673,469
Depreciation and
amortization 1,298,519 1,302,814 3,911,790 3,977,241
----------- ----------- ------------ ------------
4,780,766 4,574,686 14,151,423 13,840,748
----------- ----------- ------------ ------------
Loss before minority
interest (1,350,836) (1,175,360) (3,780,249) (3,717,352)
Minority interest in
loss of subsidiary
partnerships 14,363 12,748 40,561 41,180
----------- ----------- ------------ ------------
Net loss $(1,336,473) $(1,162,612) $(3,739,688) $(3,676,172)
=========== =========== =========== ===========
Net loss - limited
partners $(1,323,108) $(1,150,986) $(3,702,291) $(3,639,410)
=========== =========== =========== ===========
Number of BACs
outstanding 72,896 72,896 72,896 72,896
=========== =========== =========== ===========
Basic net loss
per BAC $ (18.15) $ (15.79) $ (50.79) $ (49.93)
=========== =========== =========== ===========
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
5
<PAGE>
<TABLE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Consolidated Statement of Changes in Partners' Capital
(Unaudited)
<CAPTION>
Net
Unrealized
Gain
(Loss) 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 (3,739,688) (3,702,291) (37,397) 0
Change in net
unrealized gain
on marketable
securities (78) 0 0 (78)
----------- ----------- --------- --------
Partners' capital-
December 31,
1998 $25,393,870 $25,811,387 $(426,799) $ 9,282
=========== =========== ========= =======
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
6
<PAGE>
<TABLE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
================================
Nine Months Ended
December 31,
--------------------------------
1998 1997
--------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(3,739,688) $(3,676,172)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 3,911,790 3,977,241
Minority interest in loss of
subsidiaries (40,561) (41,180)
Increase in other assets (430,278) (76,254)
Increase in accounts payable
and other liabilities 901,051 520,127
Increase in cash held in escrow (707,609) (478,678)
Increase in due to general partners
and affiliates 525,917 500,307
Increase in due to local general
partners and affiliates 8,489 18,024
Decrease in due to local general
partners and affiliates (146,757) (175,436)
----------- -----------
Net cash provided by
operating activities 282,354 567,979
----------- -----------
Cash flows from investing activities:
Acquisition of property and
equipment (241,354) (214,302)
Increase in marketable securities 0 (39,964)
----------- -----------
Net cash used in investing
activities (241,354) (254,266)
----------- -----------
7
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Consolidated Statements of Cash Flows
(continued)
(Unaudited)
<CAPTION>
================================
Nine Months Ended
December 31,
--------------------------------
1998 1997
--------------------------------
<S> <C> <C>
Cash flows from financing activities:
Repayments of mortgage notes (485,902) (441,248)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (19,909) (21,342)
----------- -----------
Net cash used in financing
activities (505,811) (462,590)
----------- -----------
Net decrease in cash and cash
equivalents (464,811) (148,877)
Cash and cash equivalents at
beginning of period 1,656,414 1,925,081
----------- -----------
Cash and cash equivalents at
end of period $ 1,191,603 $ 1,776,204
=========== ===========
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
8
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Notes to Consolidated Financial Statements
December 31, 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 December 31. All subsidiaries have fiscal
quarters ending September 30. Accounts of the subsidiaries have been adjusted
for intercompany transactions from October 1 through December 31. The
Partnership's fiscal quarter ends December 31, 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 aggregated approximately $14,000 and
$13,000 and $41,000 and $41,000 for the three and nine months ended December 31,
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 contain all adjustments (consisting only of normal
recurring ad-
9
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Notes to Consolidated Financial Statements
December 31, 1998
(Unaudited)
justments) necessary to present fairly the financial position of the Partnership
as of December 31, 1998, the results of operations for the three and nine months
ended December 31, 1998 and 1997 and cash flows for the nine months ended
December 31, 1998 and 1997. However, the operating results for the nine months
ended December 31, 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 nine months ended December 31,
1998 and 1997 was $1,340,040 and $1,161,847 and $3,739,766 and $3,674,567,
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
10
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Notes to Consolidated Financial Statements
December 31, 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
<TABLE>
The costs incurred to related parties for the three and nine months ended
December 31, 1998 and 1997 were as follows:
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
-------------------------------------------------------
1998 1997 1998 1997
-------------------------------------------------------
<S> <C> <C> <C> <C>
Partnership manage-
ment fees (a) $169,000 $169,000 $ 507,000 $ 507,000
Expense reimburse-
ment (b) 30,500 41,500 136,706 119,652
Local administra-
tive fee (d) 12,000 17,000 36,000 51,000
-------- -------- ---------- ----------
Total general and
administrative-
General Partners 211,500 227,500 679,706 677,652
-------- -------- ---------- ----------
Property manage-
ment fees incurred
to affiliates of
the subsidiary
partnerships'
general partners (c) 155,702 153,135 479,028 453,389
-------- -------- ---------- ----------
Total general and
administrative-
related parties $367,202 $380,635 $1,158,734 $1,131,041
======== ======== ========== ==========
</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
11
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
Notes to Consolidated Financial Statements
December 31, 1998
(Unaudited)
not theretofore paid out of Cash Flow). Partnership management fees owed to the
General Partners amounting to approximately $2,659,000 and $2,202,000 were
accrued and unpaid as of December 31, 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
$236,216 and $225,246 and $694,522 and $657,375 for the three and nine months
ended December 31, 1998 and 1997, respectively. Of these fees $155,702 and
$153,135 and $479,028 and $453,389, respectively, were incurred to affiliates of
the subsidiary partnerships general partners for the three and nine months ended
December 31, 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.
12
<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 nine months ended December 31,
1998, include working capital reserves, interest earned on working capital
reserves and distributions received from the Local Partnerships.
A working capital reserve of approximately $184,000 remains as of December 31,
1998.
During the nine months ended December 31, 1998 and 1997, the distributions
received from the Local Partnerships approximated $15,000 and $12,000 ,
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 $2,659,000 and $2,202,000 were accrued and unpaid as of December
31, 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 nine months ended December 31, 1998, cash and cash equivalents of the
Partnership and its forty-two consolidated Local Partnerships decreased
approximately $465,000 due to acquisitions of property and equipment ($241,000),
a decrease in capitalization of consolidated subsidiaries attributable to
minority interest ($20,000) and repayments of mortgage loans ($486,000) which
exceeded cash provided by operating activities ($282,000). Included in the
adjustments to reconcile the net loss to cash provided by operating activities
is depreciation and amortization ($3,912,000).
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
13
<PAGE>
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 nine months ended December 31, 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 less than 1% and
approximately 2% for the three and nine months ended December 31, 1998 as
compared to the corresponding periods in 1997, primarily due to rental rate
increases.
Total expenses excluding general and administrative and repairs and maintenance
remained fairly consistent with decreases of less than 1% for both the three and
nine months ended December 31, 1998 as compared to the corresponding periods in
1997.
General and administrative expense increased approximately $83,000 for the three
months ended December 31, 1998 as compared to the corresponding period in 1997
primarily due to an incentive management fee paid at one Local Partnership, an
increase in salaries and advertising at a second Local Partnership, as well as
small increases at a third and fourth Local Partnership.
Repairs and maintenance expense increased approximately $129,000 and $185,000
for the three and nine months ended December 31, 1998 as compared to the
corresponding periods in 1997 primarily due to an increase in landscaping and
repair contracts at one Local Partnership, exterior painting of the building and
roof and carpet repairs at a second Local Partnership, as well as small
increases in four other Local Partnerships.
14
<PAGE>
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. 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 costs incurred by the General Partners 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 was 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
15
<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.
16
<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: January 27, 1999
By: /s/ Alan P. Hirmes
-------------------------------
Alan P. Hirmes, Vice President
(Principal Financial Officer)
Date: January 27, 1999
By: /s/ Glenn F. Hopps
-------------------------------
Glenn F. Hopps, Treasurer
(Principal Accounting Officer)
and
By: FREEDOM GP INC.,
a General Partner
Date: January 27, 1999
By: /s/ Alan P. Hirmes
-------------------------------
Alan P. Hirmes, Vice President
(Principal Financial Officer)
Date: January 27, 1999
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> Independence Tax Credit Plus L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 5,774,636
<SECURITIES> 154,106
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,345,409
<PP&E> 142,442,826
<DEPRECIATION> 38,326,161
<TOTAL-ASSETS> 113,341,602
<CURRENT-LIABILITIES> 80,351,145
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 32,990,457
<TOTAL-LIABILITY-AND-EQUITY> 113,341,602
<SALES> 0
<TOTAL-REVENUES> 10,371,174
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,485,262
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,666,161
<INCOME-PRETAX> (3,780,249)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,739,688)
<EPS-PRIMARY> (50.79)
<EPS-DILUTED> 0
</TABLE>
