UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1999
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-20476
INDEPENDENCE TAX CREDIT PLUS L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3589920
(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
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Beneficial Assignment Certificates (including underlying Limited Partner-
ship Interests)
(Title of Class)
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 reg-
istrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be con-
tained, to the best of registrant's knowledge, in definitive proxy or infor-
mation statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [X]
DOCUMENTS INCORPORATED BY REFERENCE
None
Index to exhibits may be found on page 108
Page 1 of 122
<PAGE>
PART I
Item 1. Business.
General
Independence Tax Credit Plus L.P. (the "Partnership") is a limited partner-
ship which was formed under the laws of the State of Delaware on November 7,
1990. The general partner of the Partnership is Related Independence Associ-
ates L.P., a Delaware limited partnership (the "General Partner"). The gen-
eral partner of the General Partner is Related Independence Associates Inc.,
a Delaware corporation.
On July 1, 1991, the Partnership commenced a public offering (the "Offering")
of Beneficial Assignment Certificates ("BACs") representing assignments of
limited partnership interests in the Partnership ("Limited Partnership Inter-
ests"), managed by Related Equities Corporation (the "Dealer Manager"), pur-
suant to a prospectus dated July 1, 1991, as supplemented by Master Supple-
ment No. 1a thereto dated April 28, 1992 and Master Supplement No. 2a thereto
dated November 3, 1992 (as so supplemented, the "Prospectus").
The Partnership received $76,786,000 of Gross Proceeds from the Offering from
5,351 investors and no further issuance of BACs is anticipated.
The Partnership's was formed to invest in other partnerships ("Local Partner-
ships") owning apartment complexes ("Apartment Complexes" or "Properties")
that are eligible for the low-income housing tax credit ("Housing Tax
Credit") enacted in the Tax Reform Act of 1986, some of which may also be
eligible for the historic rehabilitation tax credit ("Historic Tax Credit"
and together with Housing Tax Credits, "Tax Credits"). The partnership in-
vestment in each Local Partnership represents from 98% to 98.99% of the Part-
nership's interests in the Local Partnership. As of March 31, 1999, the
Partnership had acquired interests in twenty-eight Local Partnerships. As of
March 31, 1999, approximately $59,700,000 (not including acquisition fees of
approximately $4,500,000) of net proceeds have been invested in Local Part-
nerships of which approximately $297,000 remains to be paid to the Local
Partnerships, as certain benchmarks such as occupancy levels must be attained
prior to the release of the funds. The Partnership does not intend to ac-
quire additional properties. See Item 2, Properties, below.
The investment objectives of the Partnership are to:
1. Entitle qualified BACs holders to Tax Credits over the period of the
Partnership's entitlement to claim Tax Credits (for each Property, generally
ten years from the date of investment or, if later, the date the Property is
placed in service; referred to herein as the "Credit Period") with respect to
each Apartment Complex.
2. Preserve and protect the Partnership's capital.
3. Participate in any capital appreciation in the value of the Properties
and provide distributions of Sale or Refinancing Proceeds upon the disposi-
tion of the Properties.
4. Allocate passive losses to individual BACs holders to offset passive in-
come that they may realize from rental real estate investments and other pas-
sive activities, and allocate passive losses to corporate BACs holders to
offset business income.
One of the Partnership's objectives is to entitle qualified BACs holders to
Tax Credits over the Credit Period. Each of the Local Partnerships in which
the Partnership has acquired an interest has been allocated by the relevant
state credit agencies the authority to recognize Tax Credits during the
Credit Period provided that the Local Partnership satisfies the rent restric-
tion, minimum set-aside and other requirements for recognition of the Tax
Credits at all times during such period. Once a Local Partnership has become
eligible to recognize Tax Credits, it may lose such eligibility and suffer an
event of "recapture" if its Property fails to remain in compliance with the
Tax Credit requirements. None of the Local Partnerships in which the Part-
nership has acquired an interest has suffered an event of recapture.
There can be no assurance that the Partnership will achieve its investment
objectives as described above.
The Partnership is subject to the risks incident to potential losses arising
from the management and ownership of improved real estate. The Partnership
can also be affected by poor economic conditions generally, however no more
than 21% of the properties are located in any single state. There are also
substantial risks associated with owning properties receiving government as-
sistance, for example the possibility that Congress may not appropriate funds
to enable HUD to make rental assistance payments. HUD also restricts annual
cash distributions to partners based on operating results and a percentage of
the owner's equity contribution. The Partnership cannot sell or substan-
tially liquidate its investments in subsidiary partnerships during the period
that the subsidy agreements are in existence, without HUD's approval. Fur-
thermore, there may not be market demand for apartments at full market rents
when the rental assistance contracts expire.
Competition
The real estate business is highly competitive and substantially all of the
properties acquired by the Partnership are subject to active competition from
similar properties in their respective vicinities. In addition, various
other limited partnerships may, in the future, be formed by the General Part-
ner and/or its affiliates to engage in businesses which may be competitive
with the Partnership.
Employees
The Partnership does not have any direct employees. All services are per-
formed for the Partnership by its General Partner and its affiliates. The
General Partner receives compensation in connection with such activities as
set forth in Items 11 and 13. In addition, the Partnership reimburses the
General Partner and certain of its affiliates for expenses incurred in con-
nection with the performance by their employees of services for the Partner-
ship in accordance with the Partnership's Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement").
<TABLE>
Item 2. Properties.
The Partnership holds a 98.99% limited partnership interest in twenty-seven
and a 98% limited partnership interest in one Local Partnership as of March
31, 1999. Set forth below is a schedule of the Local Partnerships including
certain information concerning their respective Apartment Complexes (the "Lo-
cal Partnership Schedule"). Further information concerning these Local Part-
nerships and their properties, including any encumbrances affecting the prop-
erties, may be found in Item 14, Schedule III.
Local Partnership Schedule
<CAPTION>
Name and Location % of Units Occupied at May 1,
(Number of Units) Date Acquired 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
Harbor Court
Limited Partnership December 1991 95% 93% 98% 100% 88%
Staten Island, NY (40)
Old Public
Limited Partnership December 1991 87% 80% 76% 77% 93%
Lawrenceburg, TN (30)
Lancaster Terrace
Limited Partnership February 1992 99% 97% 98% 99% 99%
Salem, OR (104)
655 North Street
Limited Partnership March 1992 74% 81% 84% 83% 89%
Baton Rouge, LA (195)
Landreth Venture March 1992 90% 94% 94% 96% 95%
Philadelphia, PA (47)
Homestead Apartments
Associates Ltd. March 1992 94% 91% 94% 93% 95%
Homestead, FL (123)
Bethel Villa
Associates, L.P. April 1992 100% 100% 100% 100% 100%
Wilmington, DE (150)
West Diamond Street
Associates May 1992 93% 100% 89% 96% 96%
Philadelphia, PA (28)
Susquehanna
Partners May 1992 87% 94% 96% 100% 96%
Philadelphia, PA (47)
Boston Bay
Limited Partnership August 1992 98% 98% 99% 100% 99%
Boston, MA (130)
Morrant Bay
Limited Partnership August 1992 99% 97% 100% 97% 100%
Boston, MA (130)
Hope Bay
Limited Partnership August 1992 98% 100% 98% 98% 100%
Boston, MA (45)
Lares Apartments
Limited Partnership August 1992 100% 100% 100% 100% 100%
Lares, PR (102)
Lajas Apartments
Limited Partnership August 1992 100% 100% 100% 100% 100%
Lajas, PR (99)
Arlington-Rodeo
Properties August 1992 100% 100% 100% 100% 93%
Los Angeles, CA (29)
Conifer Bateman
Associates August 1992 92% 88% 100% 100% 100%
Lowville, NY (24)
Hampden Hall
Associates, L.P. September 1992 93% 97% 100% 99% 89%
St. Louis, MO (75)
Chester Renaissance
Associates September 1992 100% 100% 100% 100% 96%
Chester, PA (20)
Homestead Apts.
II LTD. October 1992 94% 94% 95% 92% 95%
Homestead, FL (112)
P.S. 157
Associates, L.P. November 1992 100% 99% 100% 96% 98%
New York, NY (73)
Cloisters Limited
Partnership II November 1992 100% 94% 100% 94% 97%
Philadelphia, PA (65)
Creative Choice
Homes II, LTD. December 1992 98% 98% 99% 99% 100%
Opa-Locka, FL (328)
Milford Crossing
Associates L.P. December 1992 99% 95% 99% 96% 96%
Milford, DE (73)
BX-7F
Associates, L.P. January 1993 99% 94% 95% 98% 98%
Bronx, NY (85)
Los Angeles
Limited Partnership May 1993 100% 100% 100% 98% 99%
Rio Piedras, PR (124)
Christine
Apartments, L.P. June 1993 94% 97% 97% 100% 100%
Buffalo, NY (32)
Plainsboro Housing
Partners, L.P. July 1993 98% 99% 100% 98% 99%
Plainsboro, NJ (126)
Rolling Green
Associates, L.P. October 1993 92% 96% 91% 97% 90%
Syracuse, NY (395)
</TABLE>
All leases are generally for periods not exceeding one to two years and no
tenant occupies more than 10% of the rentable square footage.
Rents from commercial tenants (to which average rental per square foot ap-
plies) comprise less than 5% of the rental revenues of the Partnership.
Maximum rents for the residential units are determined annually by HUD and
reflect increases/decreases in consumer price indices in various geographic
areas. Market conditions, however, determine the amount of rent actually
charged.
Management continuously reviews the physical state of the properties and sug-
gests to the respective Local General Partners budget improvements, which are
generally funded from cash flow from operations or release of replacement re-
serve escrows.
Management annually reviews the insurance coverage of the properties and be-
lieves such coverage is adequate.
See Item 1, Business, above, for the general competitive conditions to which
the properties described above are subject.
Real estate taxes are calculated using rates and assessed valuations deter-
mined by the township or city in which the property is located. Such taxes
have approximated 1% of the aggregate cost of the properties as shown in
Schedule III to the financial statements included herein.
Tax Credits with respect to a given Apartment Complex are available for a
ten-year period that commences when the property is placed into service.
However, the annual Tax Credits available in the year in which the Apartment
Complex is placed in service must be prorated based upon the months remaining
in the year. The amount of the annual Tax Credit not available in the first
year will be available in the eleventh year. In certain cases, the Partner-
ship acquired its interest in a Local Partnership after the Local Partnership
had placed its Apartment Complex in service. In these cases, the Partnership
may be allocated Tax Credits only beginning in the month following the month
in which it acquired its interest and Tax Credits allocated in any prior pe-
riod are not available to the Partnership.
Item 3. Legal Proceedings.
This information is incorporated by reference to the discussion of Old Public
in the Results of Operations of Certain Local Partnerships contained in Item
7, Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for the Registrant's Common Equity and Related Security
Holder Matters.
As of March 31, 1999, the Partnership had issued and outstanding 76,786 Lim-
ited Partnership Interests, each representing a $1,000 capital contribution
to the Partnership, or an aggregate capital contribution of $76,786,000. All
of the issued and outstanding Limited Partnership Interests have been issued
to Independence Assignor Inc. (the "Assignor Limited Partner"), which has in
turn issued 76,786 BACs to the purchasers thereof for an aggregate purchase
price of $76,786,000. Each BAC represents all of the economic and virtually
all of the ownership rights attributable to a Limited Partnership Interest
held by the Assignor Limited Partner. BACs may be converted into Limited
Partnership Interests at no cost to the holder (other than the payment of
transfer costs not to exceed $100), but Limited Partnership Interests so ac-
quired are not thereafter convertible into BACs.
Neither the BACs nor the Limited Partnership Interests are traded on any es-
tablished trading market. The Partnership does not intend to include the
BACs for quotation on NASDAQ or for listing on any national or regional stock
exchange or any other established securities market. The Revenue Act of 1987
contained provisions which have an adverse impact on investors in "publicly
traded partnerships." Accordingly, the General Partner has imposed limited
restrictions on the transferability of the BACs and the Limited Partnership
Interests in secondary market transactions. These restrictions should prevent
a public trading market from developing but may adversely affect the ability
of an investor to liquidate his or her investment quickly. It is expected
that such procedures will remain in effect until such time, if ever, as fur-
ther revision of the Revenue Act of 1987 may permit the Partnership to lessen
the scope of the restrictions.
There continues to be a number of requests for the list of BACs holders of
limited partnerships such as the Partnership. Often these requests are made
by a person who, only a short time before making the request, acquired merely
a small number of BACs in the Partnership and seeks the list for an improper
purpose, a purpose that is not in the best interest of the Partnership or is
harmful to the Partnership. In order to best serve and protect the interests
of the Partnership and all of its investors, the General Partner of the Part-
nership has adopted a policy with respect to requests for the Partnership's
list of BACs holders. This policy is intended to protect investors from un-
solicited and coercive offers to acquire BACs holders' interests and does not
limit any other rights the General Partner may have under the Partnership
Agreement or applicable law.
As of May 6, 1999, the Partnership has approximately 4,668 registered holders
of an aggregate of 76,786 BACs.
All of the Partnership's general partnership interests, representing an ag-
gregate capital contribution of $1,000, are held by the General Partner.
There are no material legal restrictions in the Partnership Agreement on the
ability of the Partnership to make distributions. The Partnership has made
no distributions to the BACs holders as of March 31, 1999. The Partnership
does not anticipate providing cash distributions to its BACs holders other
than from net refinancing or sales proceeds.
<TABLE>
Item 6. Selected Financial Data.
The information set forth below presents selected financial data of the Part-
nership. Additional financial information is set forth in the audited con-
solidated financial statements in Item 8 hereof.
<CAPTION>
Year Ended March 31,
OPERATIONS
1999 1998* 1997* 1996 1995
<S> <C> <C> <C> <C> <C>
Revenues $20,525,657 $20,204,698 $19,663,105 $19,169,610 $18,061,137
Operating
expenses (25,708,315) (24,944,950) (24,926,568) (24,084,097) (21,848,948)
Loss before
minority
interest (5,182,658) (4,740,252) (5,263,463) (4,914,487) (3,787,811)
Minority
interest
in loss of
subsidiaries 17,208 35,144 33,343 32,193 32,583
Net loss $(5,165,450) $(4,705,108) $(5,230,120) $(4,882,294) $(3,755,228)
Net loss per
weighted average
BAC $ (66.61) $ (60.66) $ (67.43) $ (62.95) $ (48.42)
*Reclassified for comparative purposes.
<CAPTION>
March 31,
FINANCIAL POSITION
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Total
assets $164,969,973 $170,786,367 $177,448,837 $183,788,219 $189,946,896
Total
liabili-
ties $117,234,753 $118,016,288 $119,748,949 $120,702,900 $121,484,923
Minority
interest $ 6,601,170 $ 6,470,579 $ 6,695,280 $ 6,850,591 $ 7,344,951
Total partners'
capital $41,134,050 $46,299,500 $51,004,608 $56,234,728 $61,117,022
During the year ended March 31, 1999, total assets and liabilities decreased
primarily due to depreciation partially offset by a mortgage refinancing (see
Note 7). During the year ended March 31, 1998, total assets decreased pri-
marily due to depreciation and a loss on impairment of assets. During the
years ended March 31, 1997 and 1996, total assets decreased primarily due to
depreciation. During the year ended March 31, 1995, total assets and total
liabilities decreased primarily due to the payment of accounts payable and
other liabilities and development fees and other amounts due to local general
partners and affiliates
Cash Distributions
The Partnership has made no distributions to the BACs holders as of March 31,
1999.
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Re-
sults of Operations.
Liquidity and Capital Resources
The Partnership's primary source of funds include cash distributions from the
operations of the Local Partnerships. These funds are available to meet
obligations of the Partnership.
As of March 31, 1999, the Partnership has invested all of the net proceeds in
twenty-eight Local Partnerships. Approximately $297,000 of the purchase
price remains to be paid (all of which is held in escrow). During the year
ended March 31, 1999, approximately $63,000 was paid from escrow.
Cash and cash equivalents of the Partnership and its twenty-eight consoli-
dated subsidiary partnerships decreased approximately $368,000 due to net re-
payments of mortgage notes ($1,415,000), an increase in deferred costs
($127,000), acquisition of property and equipment ($238,000), an increase in
cash held in escrow ($598,000) and a decrease in capitalization of consoli-
dated subsidiaries attributable to minority interest ($118,000) which ex-
ceeded a net increase in due to local general partners and affiliates relat-
ing to investing and financing activities ($264,000), and cash provided by
operating activities ($1,863,000). Included in the adjustments to reconcile
the net loss to cash flow provided by operations is depreciation and amorti-
zation ($5,994,000).
The working capital reserve at March 31, 1999 and 1998 was approximately
$21,000 and $119,000, respectively.
Cash distributions received from the Local Partnerships remain relatively im-
material. Distributions of approximately $66,000, $143,000 and $52,000 were
received during the years ended March 31, 1999, 1998 and 1997, respectively.
However, management expects that the distributions received from the Local
Partnerships will increase, although not to a level sufficient to permit pro-
viding cash distributions to BACs holders. These distributions, as well as
the working capital reserves referred to in the above paragraph, will be used
to meet the operating expenses of the Partnership.
The Partnership has negotiated Operating Deficit Guaranty Agreements with all
Local Partnerships by which the general partners of the Local Partnerships
have agreed to fund operating deficits for a specified period of time. The
terms of the Operating Deficit Guaranty Agreements vary for each Local Part-
nership, with maximum dollar amounts to be funded for a specified period of
time, generally three years, commencing on the break-even date. The gross
amount of the Operating Deficit Guarantees aggregates approximately
$9,799,000, of which approximately $9,529,000, $8,090,000 and $3,240,000,
had expired as of March 31, 1999, 1998 and 1997, respectively. As of March
31, 1999, 1998 and 1997, approximately $61,000, $1,505,000 and $1,212,000,
respectively, had been funded by the Local General Partners to meet such ob-
ligations, which includes amounts held in escrow by the Local Partnerships.
All operating deficit guarantees expire within the next year. Management
does not expect their expiration to have a material impact on liquidity,
based on prior years' fundings.
The Operating Deficit Guaranty Agreements were negotiated to protect the
Partnership's interest in the Local Partnerships and to provide incentive to
the Local General Partners to generate positive cash flow.
Partnership management fees owed to the General Partner amounting to approxi-
mately $1,419,000 and $539,000 were accrued and unpaid as of March 31, 1999
and 1998, respectively. Without the General Partner's advances and continued
accrual without payment of certain fees and expense reimbursements, the Part-
nership will not be in a position to meet its obligations. The General Part-
ner has continued advancing and allowing the accrual without payment of these
amounts but is under no obligation to continue to do so.
Management is not aware of any trends or events, commitments or uncertain-
ties, which have not otherwise been disclosed, that will or are likely to im-
pact 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 prop-
erties in the portfolio may be experiencing upswings. However, the geo-
graphic 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 28 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 re-
mainder of the ten-year period. If trends in the real estate market war-
ranted the sale of a property, the remaining Tax Credits would transfer to
the new owner; thereby adding significant value to the property on the mar-
ket, which are not included in the financial statement carrying amount.
Results of Operations
Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, construction period inter-
est and any other costs incurred in acquiring the properties. The cost of
property and equipment is depreciated over their estimated useful lives using
accelerated and straight-line methods. Expenditures for repairs and mainte-
nance are charged to expense as incurred; major renewals and betterments are
capitalized. At the time property and equipment are retired or otherwise
disposed of, the cost and accumulated depreciation are eliminated from the
assets and accumulated depreciation accounts and the profit or loss on such
disposition is reflected in earnings. A loss on impairment of assets is re-
corded when management estimates amounts recoverable through future opera-
tions and sale of the property on an undiscounted basis are below depreciated
cost. At that time property investments themselves are reduced to estimated
fair value (generally using discounted cash flows) when the property is con-
sidered to be impaired and the depreciated cost exceeds estimated fair value.
At the time management commits to a plan to dispose of assets, said assets
are adjusted to the lower of carrying amount or fair value less costs to
sell. These assets are classified as property and equipment-held for sale
and are not depreciated.
Through March 31, 1999, the Partnership has recorded approximately $500,000
as a loss on impairment of assets.
The following is a summary of the results of operations of the Partnership
for the years ended March 31, 1999, 1998 and 1997 (the 1998, 1997 and 1996
Fiscal Years, respectively.)
The Partnership's results of operations for the 1998, 1997 and 1996 Fiscal
Years consisted primarily of the results of the Partnership's investment in
the twenty-eight Local Partnerships. The majority of Local Partnership in-
come continues to be in the form of rental income with the corresponding ex-
penses being divided among operations, depreciation and mortgage interest.
The net loss for the 1998, 1997 and 1996 Fiscal Years totaled $5,165,450,
$4,705,108 and $5,230,120, respectively.
The Partnership and BACs holders began to recognize Housing Tax Credits with
respect to a Property when the Credit Period for such Property commenced.
Because of the time required for the acquisition, completion and rent-up of
Properties, the amount of Tax Credits per BAC gradually increased over the
first three years of the Partnership. Housing Tax Credits not recognized in
the first three years will be recognized in the 11th through 13th years. The
Partnership generated $11,979,284, $11,977,461 and $11,971,306 of Housing Tax
Credits during the 1998, 1997 and 1996 tax years, respectively.
1998 vs. 1997
Rental income remained fairly consistent with an increase of approximately 2%
for the 1998 Fiscal Year as compared to the 1997 Fiscal Year due primarily to
rental rate increases.
Total expenses excluding general and administrative, general and administra-
tive-related parties, repairs and maintenance and loss on impairment of as-
sets remained fairly consistent with a decrease of approximately 3%.
General and administrative increased approximately $414,000 for the 1998 Fis-
cal Year as compared to the 1997 Fiscal Year primarily due to the costs spent
in renovating and providing training in a Neighborhood Network Center at one
Local Partnership, an increase in renting expenses, office salaries and secu-
rity payroll at a second Local Partnership, and an increase in renting and
bad debt expenses at a third Local Partnership.
General and administrative-related parties increased approximately $854,000
for the 1998 Fiscal Year, as compared to the 1997 Fiscal Year, due primarily
to an increase in partnership management fees payable to the General Partner.
Repairs and maintenance increased approximately $363,000 for the 1998 Fiscal
Year as compared to the 1997 Fiscal Year, primarily due to masonry work,
painting, cleaning and installation of kitchen cabinets at one Local Partner-
ship, upgrading apartment units at a second Local Partnership, and carpet re-
placement and painting at a third Local Partnership.
1997 vs. 1996
Rental income remained fairly consistent with an increase of approximately 1%
for the 1997 Fiscal Year as compared to the 1996 Fiscal Year primarily due to
rental rate increases.
Other income increased approximately $196,000 for the 1997 Fiscal Year as
compared to the 1996 Fiscal Year primarily due to the receipt of insurance
proceeds and an increase in interest on the operating deficit reserve escrow
at one Local Partnership, as well as small increases at three other Local
Partnerships.
A gain on sale of land was recorded in the 1997 Fiscal Year with respect to
the sale of a parcel of unimproved land (see Note 4 in Item 8, Financial
Statements and Supplementary Data).
Total expenses excluding taxes and a loss on impairment of assets, remained
fairly consistent with an increase of less than 1% for the 1997 Fiscal Year
as compared to the 1996 Fiscal Year.
Taxes decreased approximately $433,000 for the 1997 Fiscal Year as compared
to the 1996 Fiscal Year primarily due to payment of underaccrued real estate
taxes from prior years in 1996.
A loss on impairment of assets was recorded in the 1997 Fiscal Year (see Note
4 in Item 8, Financial Statements and Supplementary Data).
Results of Operations of Certain Local Partnerships
Old Public Limited Partnership
The Old Public Limited Partnership had experienced a decline in operations
which necessitated the removal of the Local General Partner and replacement
of the property management agent. On March 23, 1998, the Local General Part-
ner was replaced by New Texas Associates, Inc. and Continental Property Man-
agement, LLC was hired as management agent. At the present time, net operat-
ing income is not sufficient to fully service the existing debt.
During May 1998, the Partnership was notified that there was to be a sale of
a real estate tax lien that had been placed on the property due to non-
payment of the real estate taxes relating to 1995 and 1996. Through March
31, 1999, the Partnership has advanced approximately $39,000 in order to pre-
vent the sale of the tax liens, and to bring the property current through
1997. On July 9, 1998, the lender notified the Partnership that the mortgage
loan was in default. On November 11, 1998, a Notice of foreclosure was
served on the Local Partnership by the lender. On November 19, 1998, the Lo-
cal Partnership filed for protection under chapter 11 in the United States
Bankruptcy Court Southern District of New York. The Partnership intends to
pursue all available options to maintain its interest in the property.
Year 2000 Compliance
The Partnership utilizes the computer services of an affiliate of the General
Partner. The affiliate of the General Partner has upgraded their computer in-
formation systems to be year 2000 compliant. The year 2000 compliance issue
concerns the inability of a computerized system to accurately record dates af-
ter December 31, 1999. The affiliate of the General Partner converted their
financial systems applications and upgraded all of their non-compliant in-
house software and hardware inventory. The work stations that experienced
problems from the testing process were corrected with an upgrade patch. The
costs incurred by the affiliate of the General Partner is not being charged to
the Partnership. The most likely worst case scenario that the General Partner
faces is that computer operations will be suspended for a few days to a week
commencing on January 1, 2000. The Partnership contingency plan is to have
(i) a complete backup done on December 31, 1999 and (ii) both electronic and
printed reports generated for all critical data up to and including December
31, 1999.
In regard to third parties, the General Partner is in the process of evaluat-
ing the potential adverse impact that could result from the failure of mate-
rial service providers to be year 2000 compliant. A detailed survey and as-
sessment was sent to material third parties in the fourth quarter of 1998.
The Partnership has received assurances from a majority of the material serv-
ice providers with which it interacts that they have addressed the year 2000
issues and is evaluating these assurances for their adequacy and accuracy. In
cases where the Partnership has not received assurances from third parties, it
is initiating further mail and/or phone correspondence. The Partnership re-
lies heavily on third parties and is vulnerable to the failures of third par-
ties to address their year 2000 issues. There can be no assurance given that
the third parties will adequately address their year 2000 issues.
Other
The Partnership's investment as a limited partner in the Local Partnerships
is subject to the risks incident to the potential losses arising from manage-
ment and ownership of improved real estate. The Partnership's investments
also could be adversely affected by poor economic conditions, generally,
which could increase vacancy levels and rental payment defaults and by in-
creased operating expenses, any or all of which could threaten the financial
viability of one or more of the Local Partnerships.
There also are substantial risks associated with the operations of Apartment
Complexes receiving government assistance. These include governmental regu-
lations concerning tenant eligibility, which may make it more difficult to
rent apartments in the complexes; difficulties in obtaining government ap-
proval for rent increases; limitations on the percentage of income which low
and moderate-income tenants may pay as rent; the possibility that Congress
may not appropriate funds to enable the Department of Housing and Urban De-
velopment to make the rental assistance payments it has contracted to make;
and that when the rental assistance contracts expire there may not be market
demand for apartments at full market rents in a Local Partnership's Apartment
Complex.
The Local Partnerships are impacted by inflation in several ways. Inflation
allows for increases in rental rates generally to reflect the impact of
higher operating and replacement costs. Inflation also affects the Local
Partnerships adversely by increasing operating costs, such as fuel, utilities
and labor.
There continues to be a number of requests for the list of BACs holders of
limited partnerships such as the Partnership. Often these requests are made
by a person who, only a short time before making the request, acquired merely
a small number of BACs in the Partnership and seeks the list for an improper
purpose, a purpose that is not in the best interest of the Partnership or is
harmful to the Partnership. In order to best serve and protect the interests
of the Partnership and all of its investors, the General Partner of the Part-
nership has adopted a policy with respect to requests for the Partnership's
list of BACs holders. This policy is intended to protect investors from un-
solicited and coercive offers to acquire BACs holders' interests and does not
limit any other rights the General Partner may have under the Partnership
Agreement or applicable law.
Item7A. Quantitative and Qualitative Disclosure About Market Risk.
Not Applicable.
<PAGE>
Item 8. Financial Statements and Supplementary Data.
Sequential
Page
(a) 1. Consolidated Financial Statements
Independent Auditors' Report 14
Consolidated Balance Sheets at March 31, 1999 and 1998 85
Consolidated Statements of Operations for the Years Ended March
31, 1999, 1998 and 1997 86
Consolidated Statements of Changes in Partners' Capital (Defi-
cit) for the Years Ended March 31, 1999, 1998 and 1997 87
Consolidated Statements of Cash Flows for the Years Ended March
31, 1999, 1998 and 1997 88
Notes to Consolidated Financial Statements 90
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)
We have audited the consolidated balance sheets of Independence Tax Credit
Plus L.P. and Subsidiaries (a Delaware Limited Partnership) as of March 31,
1999 and 1998, and the related consolidated statements of operations, changes
in partners' capital (deficit), and cash flows for the years ended March 31,
1999, 1998 and 1997 (the 1998, 1997 and 1996 Fiscal Years). These financial
statements are the responsibility of the Partnership's management. Our re-
sponsibility is to express an opinion on these financial statements based on
our audits. We did not audit the financial statements for twenty-eight
(1998, 1997 and 1996 Fiscal Years) subsidiary partnerships whose losses ag-
gregated $3,805,935, $4,442,094 and $4,657,401 for the 1998, 1997 and 1996
Fiscal Years, respectively, and whose assets constituted 99% of the Partner-
ship's assets at March 31, 1999 and 1998, presented in the accompanying con-
solidated financial statements. The financial statements for twenty-seven
(1998 and 1997 Fiscal Years) and twenty-eight (1996 Fiscal Year) of these
subsidiary partnerships were audited by other auditors whose reports thereon
have been furnished to us and our opinion expressed herein, insofar as it re-
lates to the amounts included for these subsidiary partnerships is based
solely upon the reports of the other auditors. The financial statements for
one (1998 and 1997 Fiscal Years) of these subsidiary partnerships were unau-
dited.
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant esti-
mates made by management, as well as evaluating the overall financial state-
ment presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, based upon our audits, and the reports of the other auditors
referred to above, the consolidated financial statements referred to in the
first paragraph present fairly, in all material respects, the financial posi-
tion of Independence Tax Credit Plus L.P. and Subsidiaries at March 31, 1999
and 1998, and the results of their operations and their cash flows for the
years ended March 31, 1999, 1998 and 1997 in conformity with generally ac-
cepted accounting principles.
TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI, LLP
New York, New York
June 22, 1999
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<CAPTION>
March 31,
1999 1998
<S> <C> <C>
Property and equipment - net of accumulated depreciation
(Notes 2 and 4) $149,574,764 $155,531,285
Cash and cash equivalents (Notes 2 and 10) 1,781,472 2,149,895
Cash held in escrow (Note 5) 9,045,621 8,589,271
Deferred costs, less accumulated amortization
(Notes 2 and 6) 2,577,339 2,672,730
Other assets 1,990,777 1,843,186
Total assets $164,969,973 $170,786,367
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Mortgage notes payable (Note 7) $ 94,436,642 $ 97,153,977
Construction notes payable (Note 7) 6,740,018 6,740,018
Accounts payable and other liabilities 7,581,362 7,220,887
Due to local general partners and affiliates
(Note 8) 6,375,134 5,972,205
Due to general partner and affiliates
(Note 8) 2,101,597 929,201
Total liabilities 117,234,753 118,016,288
Minority interest 6,601,170 6,470,579
Commitments and contingencies (Notes 8 and 10)
Partners' capital
Limited partners (76,786 BACs
issued and outstanding) 41,405,584 46,519,379
General partner (271,534) (219,879)
Total partners' capital 41,134,050 46,299,500
Total liabilities and partners' capital $164,969,973 $170,786,367
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
Year Ended March 31,
1999 1998* 1997*
<S> <C> <C> <C>
Revenues
Rental income $19,518,095 $19,155,670 $18,924,741
Other 1,007,562 934,100 738,364
Gain on sale of land (Note 4) 0 114,928 0
20,525,657 20,204,698 19,663,105
Expenses
General and management 4,155,900 3,742,154 3,983,012
General and management-
related parties 2,028,254 1,173,780 1,165,168
Repairs and maintenance 3,730,566 3,367,161 3,252,181
Operating 1,950,367 2,006,347 1,989,111
Taxes 1,348,556 1,279,922 1,713,418
Insurance 798,835 868,249 917,173
Financial, primarily interest 5,701,379 5,640,082 5,765,176
Depreciation and amortization 5,994,458 6,367,255 6,141,329
Loss on impairment of assets
(Note 4) 0 500,000 0
Total expenses 25,708,315 24,944,950 24,926,568
Loss before minority interest (5,182,658) (4,740,252) (5,263,463)
Minority interest in loss of
subsidiaries 17,208 35,144 33,343
Net loss $ (5,165,450) $(4,705,108) $(5,230,120)
Net Loss-limited partners $(5,113,795) $(4,658,057) $(5,177,819)
Number of BACs outstanding 76,768 76,768 76,768
Net loss per BAC $ (66.61) $ (60.66) $ (67.43)
*Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
<CAPTION>
Limited General
Total Partners Partner
<S> <C> <C> <C>
Partners' capital
(deficit) -
April 1, 1996 $56,234,728 $56,355,255 $(120,527)
Net loss (5,230,120) (5,177,819) (52,301)
Partners' capital
(deficit) -
March 31, 1997 51,004,608 51,177,436 (172,828)
Net loss (4,705,108) (4,658,057) (47,051)
Partners' capital
(deficit) -
March 31, 1998 46,299,500 46,519,379 (219,879)
Net loss (5,165,450) (5,113,795) (51,655)
Partners' capital
(deficit) -
March 31, 1999 $41,134,050 $41,405,584 $(271,534)
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<CAPTION>
Year Ended March 31,
1999 1998 1997
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(5,165,450) $(4,705,108) $(5,230,120)
Adjustments to reconcile
net loss to net cash
provided by
operating activities:
Depreciation and
amortization 5,994,458 6,367,255 6,141,329
Gain on sale of land 0 (114,928) 0
Loss on impairment 0 500,000 0
Minority interest in
loss of subsidiaries (17,208) (35,144) (33,343)
(Increase) decrease in assets:
Cash held in escrow 141,667 243,633 321,640
Deferred costs 22,664 0 3,150
Other assets (147,591) (100,347) 187,649
Increase (decrease)
in liabilities:
Accounts payable and
other liabilities 407,656 449,888 384,693
Due to local general partners
and affiliates (545,499) (28,959) 133,916
Due to general partner
and affiliates 1,172,396 168,691 194,511
Total adjustments 7,028,543 7,450,089 7,333,545
Net cash provided by
operating activities 1,863,093 2,744,981 2,103,425
Cash flows from
investing activities:
Acquisition of property
and equipment (237,987) (316,410) (254,027)
Increase in cash held
in escrow (598,017) (55,795) (368,346)
Proceeds from the sale of land 0 210,000 0
Decrease in due to
local general partners
and affiliates (203,824) (190,818) (196,795)
Net cash used in
investing activities (1,039,828) (353,023) (819,168)
Cash flows from
financing activities:
Increase in deferred costs (127,223) (8,100) 0
Proceeds from mortgage notes 2,257,500 0 0
Repayment of mortgage notes (3,672,016) (1,981,997) (1,865,078)
Increase (decrease) in due to
local general partners
and affiliates 468,242 (149,466) 394,802
Decrease in capitalization of
consolidated subsidiaries
attributable
to minority interest (118,191) (189,557) (121,968)
Net cash used in
financing activities (1,191,688) (2,329,120) (1,592,244)
Net (decrease) increase in
cash and cash equivalents (368,423) 62,838 (307,987)
Cash and cash equivalents at
beginning of year 2,149,895 2,087,057 2,395,044
Cash and cash equivalents at
end of year $ 1,781,472 $ 2,149,895 $ 2,087,057
Supplemental disclosure of
cash flows information:
Cash paid during the
year for interest $ 4,609,063 $ 4,811,327 $ 4,807,010
Supplemental disclosures of
noncash investing
and financing activities:
Increase in mortgage notes
payable reclassified
from accounts payable
and other liabilities $ 47,181 $ 43,715 $ 40,505
Decrease in mortgage notes
payable of $1,350,000
and increase in due to
local general partners and
affiliates of $9,010 as
contribution by minority
interest shareholders 1,340,990 0 0
Decrease in property and
equipment of $400,000
and increase in due to
local general partners and
affiliates of $675,000
as distribution to minority
interest shareholders 1,075,000 0 0
Summarized below are the
components of the
gain on sale of land:
Decrease in property and
equipment 0 95,072 0
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
NOTE 1 - General
Independence Tax Credit Plus L.P., a Delaware limited partnership (the "Part-
nership"), was organized on November 7, 1990, but had no activity until May
31, 1991 (which date is considered to be inception for financial accounting
purposes) and commenced the public offering on July 1, 1991. The general
partner of the Partnership is Related Independence Associates L.P., a Dela-
ware limited partnership (the "General Partner").
The Partnership's business is to invest in other partnerships ("Local Part-
nerships," "subsidiaries" or "subsidiary partnerships") owning leveraged
Apartment Complexes that are eligible for the low-income housing tax credit
("Tax Credit") enacted in the Tax Reform Act of 1986, some of which complexes
may also be eligible for the historic rehabilitation tax credit.
The Partnership has interests in twenty-eight Local Partnerships as of March
31, 1999.
The Partnership was authorized to issue a total of 200,000 Beneficial Assign-
ment Certificates ("BACs") which have been registered with the Securities and
Exchange Commission for sale to the public. Each BAC represents all of the
economic and virtually all of the ownership rights attributable to a limited
partnership interest. As of March 31, 1999, the Partnership had raised a to-
tal of $76,786,000 representing 76,786 BACs and no further issuance of BACs
is anticipated.
The terms of the Partnership's Amended and Restated Agreement of Limited
Partnership (the "Partnership Agreement") provide, among other things, that
net profits or losses and distributions of cash flow are, in general, allo-
cated 99% to the limited partners and BACs holders and 1% to the General
Partner.
NOTE 2 - Summary of Significant Accounting Policies
a) Basis of Accounting
For financial reporting purposes the Partnership's fiscal year ends on March
31. All subsidiaries have fiscal years ending December 31. Accounts of the
subsidiaries have been adjusted for intercompany transactions from January 1
through March 31. The Partnership's fiscal year ends March 31 in order to
allow adequate time for the subsidiaries financial statements to be prepared
and consolidated. The books and records of the Partnership are maintained on
the accrual basis of accounting, in accordance with generally accepted ac-
counting principles ("GAAP").
b) Basis of Consolidation
The consolidated financial statements include the accounts of the Partnership
and twenty-eight subsidiary partnerships in which the Partnership is a lim-
ited partner. Through the rights of the Partnership and/or an affiliate of
the 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 deci-
sions, the Partnership has a controlling financial interest in the subsidiary
local partnerships. All intercompany accounts and transactions with the sub-
sidiary partnerships have been eliminated in consolidation.
Increases (decreases) in the capitalization of consolidated subsidiaries at-
tributable to minority interest arise from cash contributions and cash dis-
tributions to the minority interest partners.
Losses attributable to minority interest which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. Such losses
aggregated approximately $27,000, $21,000 and $34,000 for the years ended
March 31, 1999, 1998 and 1997, respectively (the 1998, 1997 and 1996 Fiscal
Years, respectively). The Partnership's investment in each subsidiary is
equal to the respective subsidiary's partners' equity less minority interest
capital, if any. In consolidation, all subsidiary partnership losses are in-
cluded in the Partnership's capital account except for losses allocated to
minority interest capital.
c) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in banks, and invest-
ments in short-term highly liquid instruments purchased with original maturi-
ties of three months or less.
d) Property and Equipment
Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, construction period inter-
est and any other costs incurred in acquiring the properties. The cost of
property and equipment is depreciated over their estimated useful lives using
accelerated and straight-line methods. Expenditures for repairs and mainte-
nance are charged to expense as incurred; major renewals and betterments are
capitalized. At the time property and equipment are retired or otherwise
disposed of, the cost and accumulated depreciation are eliminated from the
assets and accumulated depreciation accounts and the profit or loss on such
disposition is reflected in earnings. A loss on impairment of assets is re-
corded when management estimates amounts recoverable through future opera-
tions and sale of the property on an undiscounted basis are below depreciated
cost. At that time property investments themselves are reduced to estimated
fair value (generally using discounted cash flows) when the property is con-
sidered to be impaired and the depreciated cost exceeds estimated fair value.
At the time management commits to a plan to dispose of assets, said assets
are adjusted to the lower of carrying amount or fair value less costs to
sell. These assets are classified as property and equipment-held for sale
and are not depreciated.
Through March 31, 1999, the Partnership has recorded approximately $500,000
as a loss on impairment of assets.
e) Income Taxes
The Partnership is not required to provide for, or pay, any federal income
taxes. Net income or loss generated by the Partnership is passed through to
the partners and is required to be reported by them. The Partnership may be
subject to state and local taxes in jurisdictions in which it operates. For
income tax purposes, the Partnership has a fiscal year ending December 31.
f) Organization and Offering Costs
Costs incurred to organize the Partnership, including but not limited to le-
gal, accounting and registration fees, are considered organization expenses.
These costs are capitalized and amortized over a 60-month period. Costs in-
curred to sell BACs, including brokerage and the nonaccountable expense al-
lowance, are considered selling and offering expenses. These costs are
charged directly to limited partners' capital.
g) Loss Contingencies
The Partnership records loss contingencies as a charge to income when infor-
mation becomes available which indicates that it is probable that an asset
has been impaired or a liability has been incurred as of the date of the fi-
nancial statements and the amount of loss can be reasonably estimated.
h) Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
i) Reclassification of Financial Statement Presentation
Certain reclassifications have been made to the Fiscal 1997 and Fiscal 1996
financial statements to conform with the Fiscal 1998 financial statement
presentation. Such reclassifications had no effect on net loss as previously
reported.
NOTE 3 - Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments (all of which are held for nontrading
purposes) for which it is practicable to estimate that value:
Cash and Cash Equivalents and Cash Held in Escrow
The carrying amount approximates fair value.
Mortgage Notes Payable
The fair value of mortgage notes payable is estimated, where practicable,
based on the borrowing rate currently available for similar loans.
<TABLE>
The estimated fair values of the Partnership's mortgage notes payable are as
follows:
<CAPTION>
March 31, 1999 March 31, 1998
Carrying Carrying
Amount Fair Value Amount Fair Value
<S> <C> <C> <C> <C>
Mortgage notes
payable for
which it is:
Practicable to
estimate
fair value $44,989,858 $44,454,861 $37,856,219 $37,315,794
Not
practicable $49,446,784 * $59,297,758 *
</TABLE>
*Management believes it is not practical to estimate the fair value of these
mortgage notes payable because mortgage programs with similar characteristics
are not currently available to the partnerships.
The carrying amount of other financial instruments that require such disclo-
sure approximates fair value.
<TABLE>
NOTE 4 - Property and Equipment
The components of property and equipment are as follows:
<CAPTION>
Estimated
March 31, Useful Lives
1999 1998 (Years)
<S> <C> <C> <C>
Land $ 5,683,116 $ 5,682,116 -
Building and
improvements 174,259,412 174,531,656 15-40
Furniture and
fixtures 2,168,170 2,078,686 3-10
182,110,698 182,292,458
Less: Accumulated
depreciation (32,535,934) (26,761,173)
$149,574,764 $155,531,285
</TABLE>
Included in property and equipment is approximately $4,500,000 of acquisition
fees paid to the general partner and $1,057,104 of acquisition expenses as of
March 31, 1999 and 1998. In addition, as of March 31, 1999 and 1998, build-
ing and improvements include approximately $4,378,000 of capitalized inter-
est.
In connection with the rehabilitation of the properties, the subsidiary part-
nerships have incurred developer's fees of approximately $14,500,000 to the
local general partners and affiliates, net of approximately $979,000 earned
by the Partnership. Such fees have been included in the cost of property and
equipment.
Depreciation expense for the years ended March 31, 1999, 1998 and 1997
amounted to $5,794,508, $6,087,958 and $5,834,353, respectively.
During the year ended March 31, 1999, accumulated depreciation of $19,747 was
written off.
West Diamond Street Associates ("West Diamond") analyzes the carrying value
of its fixed assets on an ongoing basis to determine that the recorded
amounts are reasonable and are not impaired. During 1997, the buildings were
deemed to be impaired and were written down to their fair value. Fair value,
which was determined by reference to the present value of the estimated fu-
ture cash inflows of such fixed assets, inclusive of the low income housing
tax credits, exceeding the carrying value by approximately $500,000. This
impairment loss was charged to operations for 1997. As a result of the im-
pairment loss on the fixed assets, buildings and the related accumulated de-
preciation were reduced by $1,098,853 and $598,853, respectively.
During the year ended December 31, 1997, Milford Crossing Associates, L.P.
("Milford") sold a parcel of unimproved land for $210,000 to an entity with a
member who is also a general partner of Milford.
<TABLE>
NOTE 5 - Cash Held in Escrow
Cash held in escrow consists of the following:
<CAPTION>
March 31,
1999 1998
<S> <C> <C>
Purchase price
payments* $ 296,700 $ 359,700
Real estate taxes, insurance
and other 4,606,568 4,724,760
Reserve for replacements 3,520,149 2,859,132
Tenant security deposits 622,204 645,679
$9,045,621 $8,589,271
</TABLE>
*Represents amounts to be paid to seller after completion of properties under
construction and upon meeting specified rental achievement criteria.
<TABLE>
NOTE 6 - Deferred Costs
The components of deferred costs and their periods of amortization are as
follows:
<CAPTION>
March 31,
1999 1998 Period
<S> <C> <C> <C>
Financing expenses $3,484,768 $3,476,910 *
Organization expenses 618,783 643,142 60 months
4,103,551 4,120,052
Less: Accumulated
amortization (1,526,212) (1,447,322)
$2,577,339 $2,672,730
*Over the life of the related mortgages.
</TABLE>
Amortization expense for the years ended March 31, 1999, 1998 and 1997
amounted to $199,950, $279,297 and $306,976, respectively.
During the year ended March 31, 1999, deferred costs of $227,331 and accumu-
lated amortization of $121,060 were written off. During the year ended March
31, 1998, deferred costs and accumulated amortization of $21,012 were written
off.
NOTE 7 - Mortgage and Construction Notes Payable
The mortgage and construction notes are payable in aggregate monthly install-
ments of approximately $690,000, including principal and interest at rates
varying from 0% to 10.29% per annum, through the year 2048. Each subsidiary
partnership's mortgage or construction note payable is collateralized by the
land and buildings of the respective subsidiary partnership, the assignment
of certain subsidiary partnership's rents and leases, and is without further
recourse.
Certain mortgage notes with balances aggregating $10,992,817 and $11,097,615
at December 31, 1998 and 1997, respectively, which bear interest at rates
ranging from 8.5% to 9% per annum, were eligible for interest rate subsidies.
Accordingly, the subsidiary partnerships paid only that portion of the
monthly payments that would be required if the interest rate was 1% and the
balance was subsidized under Sections 236 and 551(b) of the National Housing
Act.
Annual principal payment requirements, as of March 31, 1999, for each of the
next five fiscal years and thereafter, are as follows:
Fiscal Year Ending Amount
1999 $ 2,091,939
2000 2,221,648
2001 2,368,617
2002 2,514,934
2003 2,679,135
Thereafter 82,560,369
$94,436,642
At both December 31, 1998 and 1997, one subsidiary partnership has a con-
struction loan commitment totaling $6,890,000. At both December 31, 1998 and
1997, such loan has an outstanding balance of $6,740,018.
The mortgage agreements require monthly deposits to replacement reserves of
approximately $54,000 and monthly deposits to escrow accounts for real estate
taxes, hazard and mortgage insurance and other (Note 5).
On March 20, 1998, Hampden Hall Associates, L.P. ("Hampden Hall") refinanced
its primary debt under the HUD 223(f) program. The amount of this new mort-
gage is $2,257,500. It carries a term of 35 years and has an interest rate of
approximately 6.5%. The existing $1,760,000 tax-exempt bonds were paid off
with the proceeds of the new mortgage and the balance of the proceeds were
used to pay closing costs and a portion of a note payable to the special lim-
ited partner of the Local General Partner. The Local General Partner also
purchased three notes to the City of St. Louis totaling $1,350,000 and amounts
due to a former Local General Partner for a discounted price resulting in a
contribution to capital of approximately $1,340,000.
NOTE 8 - Related Party Transactions
An affiliate of the General Partner, Independence SLP L.P., has either a 0.1%
or 1% interest as a special limited partner in each of the Local Partner-
ships. An affiliate of the General Partner also has a minority interest in
certain Local Partnerships.
A) Guarantees
The Partnership has negotiated Operating Deficit Guaranty Agreements with all
Local Partnerships by which the general partners of the Local Partnerships
have agreed to fund operating deficits for a specified period of time. The
terms of the Operating Deficit Guaranty Agreements vary for each Local Part-
nership, with maximum dollar amounts to be funded for a specified period of
time, generally three years, commencing on the break-even date. The gross
amount of the Operating Deficit Guarantees aggregates approximately
$9,799,000 of which approximately $9,529,000, $8,090,000 and $3,240,000 had
expired as of March 31, 1999, 1998 and 1997, respectively. As of March 31,
1999, 1998 and 1997, approximately $61,000, $1,505,000 and $1,212,000, re-
spectively, has been funded by the Local General Partners to meet such obli-
gations, which includes amounts held in escrow by the Local Partnerships.
Amounts funded under such agreements are treated as noninterest bearing
loans, which will be repaid only out of 50% of available cash flow or out of
available net sale or refinancing proceeds.
<TABLE>
B) Other Related Party Expenses
The General Partner and its affiliates perform services for the Partnership.
The costs incurred for the years ended March 31, 1999, 1998 and 1997 were as
follows:
<CAPTION>
Year Ended March 31,
1999 1998 1997
<S> <C> <C> <C>
Partnership management
fees (i) $ 880,000 $ 50,000 $ 87,500
Expense reimbursement (ii) 142,194 145,804 84,913
Property management fees
incurred to
affiliates of the General
Partner (iii) 0 63,309 63,289
Local administrative
fee (iv) 72,000 73,600 87,354
Total general and
administrative-
General Partner 1,094,194 332,713 323,056
Property management fees
incurred to
affiliates of the subsidiary
partnerships'
general partners (iii) 933,974 841,067 842,112
Total general and
administrative-
related parties $2,028,168 $1,173,780 $1,165,168
</TABLE>
(i) The General Partner is entitled to receive a partnership management fee,
after payment of all partnership expenses, which together with the local an-
nual administrative fees will not exceed a maximum of 0.5% per annum of in-
vested 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 Partner in its
sole discretion based upon its review of the Partnership's investments. Un-
paid partnership management fees for any year have been, and will continue to
be, accrued without interest and will be payable only to the extent of avail-
able funds after the Partnership has made distributions to the limited part-
ners of sale or refinancing proceeds equal to their original capital contri-
butions plus a 10% priority return thereon (to the extent not theretofore
paid out of cash flow). Partnership management fees owed to the General
Partner amounting to approximately $1,419,000 and $539,000 were accrued and
unpaid as of March 31, 1999 and 1998, respectively.
(ii) The Partnership reimburses the General Partner and its affiliates for
actual Partnership operating expenses incurred by the General Partner and its
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. An-
other affiliate of the General Partner performs asset monitoring for the
Partnership. These services include site visits and evaluations of the sub-
sidiary partnerships' performance.
(iii) Property management fees incurred to affiliates of the subsidiary
partnerships amounted to $933,974, $904,376 and $905,401 for the 1998, 1997
and 1996 Fiscal Years, respectively. Included in amounts incurred to affili-
ates of the subsidiary partnerships were $0, $63,309 and $63,289 for the
1998, 1997 and 1996 Fiscal Years, respectively, which were also incurred to
an affiliate of the General Partner.
(iv) Independence SLP L.P. is entitled to receive a local administrative fee
of up to $2,500 per year from each subsidiary partnership.
<TABLE>
C) Due to Local General Partners and Affiliates
Due to local general partners and affiliates consists of the following:
<CAPTION>
March 31,
1999 1998*
<S> <C> <C>
Development deficit advances $ 50,000 $ 50,000
Operating advances (i) 1,571,182 1,022,910
Development fee payable 3,019,508 3,223,332
Long-term notes payable (ii) 1,192,818 1,272,848
Management and other fees 541,626 403,115
$6,375,134 $5,972,205
*Reclassified for comparative purposes
(i) Operating advances include the following loans:
Creative Choice Homes II, LTD $ 105,805 $ 138,443
This loan is noninterest bearing and is payable from cash
flow of the project with the approval of HUD.
Christine Apartments, L.P. $ 116,000 $ 116,100
This loan is noninterest bearing and has no set repayment
terms.
(ii) Long term notes payable consist of the following:
Creative Choice Homes II, LTD. $ 500,000 $ 500,000
This note bears interest at 12% payable monthly. Princi-
pal on the loan is due and payable in full on December
31, 2008.
Plainsboro Housing Partners, L.P. $ 692,818 $ 772,848
This loan, dated December 11, 1992, accrues interest at a
rate of 7.34% per annum on the outstanding principal bal-
ance for 20 years. Repayment of the principal and inter-
est shall be made from net cash flow to the extent avail-
able pursuant to the promissory note. All accrued inter-
est and principal are due in a balloon payment in Decem-
ber 2012.
Interest expense incurred on such long-term notes payable
amounted to approximately $113,000, $117,000 and $119,000
for the 1998, 1997 and 1996 Fiscal Years, respectively.
</TABLE>
D) Other
Pursuant to the Partnership Agreement and the Local Partnership Agreements,
the General Partner and Independence SLP L.P. received their pro rata share
of profits, losses and tax credits.
<TABLE>
NOTE 9 - Income Taxes
A reconciliation of the financial statements net loss to the income tax loss
for the Partnership and its consolidated subsidiaries follows:
<CAPTION>
Year Ended December 31,
1998 1997 1996
<S> <C> <C> <C>
Financial statement
net loss $(5,165,450) $(4,705,108) $(5,230,120)
Differences between depreciation and amortization
expense recorded for financial reporting purposes
and the accelerated cost recovery system utilized
for income
tax purposes (1,006,466) (1,149,478) (1,312,428)
Differences resulting from parent company having a
different fiscal year for income tax and financial
reporting
purposes 274,161 15,857 (24,937)
Loss on impairment of
assets 0 500,000 0
Other 362,544 (73,249) 299,237
Net loss as shown on the income tax return for the
calendar
year ended $(5,535,211) $(5,411,978) $(6,268,248)
</TABLE>
NOTE 10 - Commitments and Contingencies
Old Public Limited Partnership
The Old Public Limited Partnership had experienced a decline in operations
which necessitated the removal of the Local General Partner and replacement
of the property management agent. On March 23, 1998, the Local General Part-
ner was replaced by New Texas Associates, Inc., and Continental Property Man-
agement, LLC was hired as management agent. At the present time, net operat-
ing income is not sufficient to fully service the existing debt.
During May 1998, the Partnership was notified that there was to be a sale of
a real estate tax lien that had been placed on the property due to non-
payment of the real estate taxes relating to 1995 and 1996. Through March
31, 1999, the Partnership has advanced approximately $39,000 in order to pre-
vent the sale of the tax liens, and to bring the property current through
1997. On July 9, 1998, the lender notified the Partnership that the mortgage
loan was in default. On November 11, 1998, a Notice of foreclosure was
served on the Local Partnership by the lender. On November 19, 1998, the Lo-
cal Partnership filed for protection under chapter 11 in the United States
Bankruptcy Court Southern District of New York. The Partnership intends to
pursue all available options to maintain its interest in the property.
a) Uninsured Cash and Cash Equivalents
The Partnership maintains its cash and cash equivalents in various banks.
Accounts at each bank are guaranteed by the Federal Deposit Insurance Corpo-
ration up to $100,000. As of March 31, 1999, uninsured cash and cash equiva-
lents approximated $142,000.
b) Letters of Credit
As of December 31, 1998, the subsidiary partnerships were contingently liable
on open letters of credit as follows:
Description Amount
Development contingency $ 16,000
Operating deficit 317,232
$333,232
c) Year 2000 Compliance
The Partnership utilizes the computer services of an affiliate of the General
Partner. The affiliate of the General Partner has upgraded their computer in-
formation systems to be year 2000 compliant. The year 2000 compliance issue
concerns the inability of a computerized system to accurately record dates af-
ter December 31, 1999. The affiliate of the General Partner converted their
financial systems applications and upgraded all of their non-compliant in-
house software and hardware inventory. The work stations that experienced
problems from the testing process were corrected with an upgrade patch. The
costs incurred by the affiliate of the General Partner is not being charged to
the Partnership. The most likely worst case scenario that the General Partner
faces is that computer operations will be suspended for a few days to a week
commencing on January 1, 2000. The Partnership contingency plan is to have
(i) a complete backup done on December 31, 1999 and (ii) both electronic and
printed reports generated for all critical data up to and including December
31, 1999.
In regard to third parties, the General Partner is in the process of evaluat-
ing the potential adverse impact that could result from the failure of mate-
rial service providers to be year 2000 compliant. A detailed survey and as-
sessment was sent to material third parties in the fourth quarter of 1998.
The Partnership has received assurances from a majority of the material serv-
ice providers with which it interacts that they have addressed the year 2000
issues and is evaluating these assurances for their adequacy and accuracy. In
cases where the Partnership has not received assurances from third parties, it
is initiating further mail and/or phone correspondence. The Partnership re-
lies heavily on third parties and is vulnerable to the failures of third par-
ties to address their year 2000 issues. There can be no assurance given that
the third parties will adequately address their year 2000 issues.
d) Other
The Partnership is subject to the risks incident to potential losses arising
from the management and ownership of improved real estate. The Partnership
can also be affected by poor economic conditions generally, however no more
than 21% of the properties are located in any single state. There are also
substantial risks associated with owning properties receiving government as-
sistance; for example the possibility that Congress may not appropriate funds
to enable the U.S. Department of Housing and Urban Development ("HUD") to
make rental assistance payments. HUD also restricts annual cash distribu-
tions to partners based on operating results and a percentage of the owner's
equity contribution. The Partnership cannot sell or substantially liquidate
its investments in subsidiary partnerships during the period that the subsidy
agreements are in existence, without HUD's approval. Furthermore, there may
not be market demand for apartments at full market rents when the rental as-
sistance contracts expire.
The Partnership and BACs holders began to recognize Housing Tax Credits with
respect to a Property when the Credit Period for such Property commenced.
Because of the time required for the acquisition, completion and rent-up of
Properties, the amount of Tax Credits per BAC gradually increased over the
first three years of the Partnership. Housing Tax Credits not recognized in
the first three years will be recognized in the 11th through 13th years. The
Partnership generated $11,979,284 , $11,977,461 and $11,971,306 Housing Tax
Credits during the 1998, 1997 and 1996 tax years, respectively.
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and Fi-
nancial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership has no directors or executive officers. The Partnership's
affairs are managed and controlled by the General Partner. Certain informa-
tion concerning the directors and executive officers of Related Independence
Associates Inc. ("RIAI"), the sole general partner of Related Independence
Associates L.P., the General Partner, is set forth below.
Name Position
Stephen M. Ross Director
J. Michael Fried President, Chief Executive Officer and Director
Alan P. Hirmes Senior Vice President
Stuart J. Boesky Vice President
Marc D. Schnitzer Vice President
Glenn F. Hopps Treasurer
Teresa Wicelinski Secretary
STEPHEN M. ROSS, 59, is also President, Director and shareholder of The Re-
lated Realty Group, Inc., the General Partner of The Related Companies, L.P.
He graduated from the University of Michigan School of Business Administra-
tion with a Bachelor of Science degree and from Wayne State University School
of Law with a Juris Doctor degree. Mr. Ross than received a Master of Laws
degree in taxation from New York University School of Law. He joined the ac-
counting firm of Coopers & Lybrand in Detroit as a tax specialist and later
moved to New York, where he worked for two large Wall Street investment bank-
ing firms in their real estate and corporate finance departments. Mr. Ross
formed the predecessor of The Related Companies, L.P. in 1972 to develop,
manage, finance and acquire subsidized and conventional apartment develop-
ments.
J. MICHAEL FRIED, 55, is the sole shareholder of one of the general partners
of Related Capital Corporation ("Capital"), a real estate finance and acqui-
sition affiliate of the General Partner. In that capacity, he is responsible
for all of Capital's syndication, finance, acquisition and investor reporting
activities. Mr. Fried practiced corporate law in New York City with the law
firm of Proskauer Rose Goetz & Mendelsohn from 1974 until he joined Capital
in 1979. Mr. Fried graduated from Brooklyn Law School with a Juris Doctor
degree, magna cum laude; from Long Island University Graduate School with a
Master of Science degree in Psychology; and from Michigan State University
with a Bachelor of Arts degree in History.
ALAN P. HIRMES, 44, has been a Certified Public Accountant in New York since
1978. Prior to joining Capital in October 1983, Mr. Hirmes was employed by
Weiner & Co., Certified Public Accountants. Mr. Hirmes is also a Vice Presi-
dent of Capital. Mr. Hirmes graduated from Hofstra University with a Bache-
lor of Arts degree.
STUART J. BOESKY, 43, practiced real estate and tax law in New York City with
the law firm of Shipley & Rothstein from 1984 until February 1986 when he
joined Capital. From 1983 to 1984, Mr. Boesky practiced law with the Boston
law firm of Kaye Fialkow Richard & Rothstein (which subsequently merged with
Strook & Strook & Lavan) and from 1978 to 1980 was a consultant specializing
in real estate at the accounting firm of Laventhol & Horwath. Mr. Boesky
graduated from Michigan State University with a Bachelor of Arts degree and
from Wayne State School of Law with a Juris Doctor degree. He then received
a Master of Laws degree in Taxation from Boston University School of Law.
MARC D. SCHNITZER, 38, is responsible both for financial restructurings of
real estate properties and directing Capital's acquisitions of properties
generating Housing Tax Credits. Mr. Schnitzer received a Masters of Business
Administration from The Wharton School of the University of Pennsylvania in
December 1987 before joining Related in January 1988. From 1983 to January
1986, he was a financial analyst for the First Boston Corporation in New
York. Mr. Schnitzer graduated summa cum laude with a Bachelor of Science in
Business Administration from the School of Management at Boston University in
May 1983.
GLENN F. HOPPS, 36, was employed, prior to joining Related in December 1,
1990, by Mark Shron & Company and Weissbarth, Altman and Michaelson certified
public accountants. Mr. Hopps graduated from New York State University at
Albany with a Bachelor of Science Degree in Accounting
TERESA WICELINSKI, 33, joined Related in June 1992, and prior to that date
was employed by Friedman, Alpren & Green, certified public accountants. Ms.
Wicelinski graduated from Pace University with a Bachelor of Arts Degree in
Accounting.
Item 11. Executive Compensation.
The Partnership has no officers or directors. The Partnership does not pay
or accrue any fees, salaries or other forms of compensation to directors or
officers of the general partner of the General Partner for their services.
Under the terms of the Partnership Agreement, the General Partner and its af-
filiates are entitled to receive compensation from the Partnership in consid-
eration of certain services rendered to the Partnership by such parties. In
addition, the General Partner is entitled to 1% of all cash distributions and
Tax Credit allocations and a subordinated 15% interest in Net Sales or Refi-
nancings Proceeds. See Note 8 to the Financial Statements in Item 8 above
for a presentation of the types and amounts of compensation paid to the Gen-
eral Partner and its affiliates, which is incorporated herein by reference
thereto.
Tabular information concerning salaries, bonuses and other types of compensa-
tion payable to executive officers has not been included in this annual re-
port. As noted above, the Partnership has no executive officers. The levels
of compensation payable to the General Partner and/or its affiliates is lim-
ited by the terms of the Partnership Agreement and may not be increased
therefrom on a discretionary basis.
<TABLE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
<CAPTION
Name and Address of Amount and Nature of Percentage
Title of Class Beneficial Ownership Beneficial Ownership of Class
<S> <C> <C> <C>
General Partnership Related Independence $1,000 capital
contribution 100%
Interest in the Associates L.P. -directly owned
Partnership 625 Madison Avenue
New York, NY 10022
</TABLE>
Independence SLP L.P., a limited partnership whose general partner is the
General Partner of the Partnership and which acts as the special limited
partner of each Local Partnership, holds either a 0.1% or 1% limited partner-
ship interest in each Local Partnership. See Note 8 to the Financial State-
ments in Item 8 above, which information is incorporated herein by reference
thereto.
Except as set forth in the table below, no person is known by the Partnership
to be the beneficial owner of more than 5% of the Limited Partnership Inter-
ests and neither the Related General Partner nor any director or executive
officer of the Related General Partner owns any Limited Partnership Inter-
ests. The following table sets forth the number of BACs beneficially owned,
as of June 23, 1999, by (i) each BACs holder known to the Partnership to be a
beneficial owner of more than 5% of the BACs, (ii) each director and execu-
tive officer of the general partner of the Related General Partner and (iii)
the directors and executive officers of the general partner of the Related
General Partner as a group. Unless otherwise noted, all BACs are owned di-
rectly with sole voting and dispositive powers.
<TABLE>
<CAPTION
Amount and Nature of
Name of Beneficial Owner (1) Beneficial Ownership Percent of Class
<S> <C> <C>
Lehigh Tax Credit Partners, Inc. 6,846.30 (2) (3) 8.9%
J. Michael Fried 6,846.30 (2) (3) (4) 8.9%
Alan P. Hirmes 6,846.30 (2) (3) (4) 8.9%
Stuart J. Boesky 6,846.30 (2) (3) (4) 8.9%
Stephen M. Ross - -
Marc D. Schnitzer - -
Glenn F. Hopps - -
All directors and
executive officers 6,846.30 (2) (3) (4) 8.9%
of the general partner of the
Related General Partner as a group
(seven persons)
</TABLE>
(1) The address for each of the persons in the table is 625 Madison Avenue,
New York, New York 10022.
(2) As set forth in Schedule 13D filed by Lehigh Tax Credit Partners L.L.C.
("Lehigh I") and Lehigh Tax Credit Partners, Inc., (the "Managing Member") on
June 10, 1997 with the Securities and Exchange Commission (the "Commission")
and pursuant to a letter agreement dated May 28, 1997 among the Partnership,
Lehigh I and the Related General Partner (the "Standstill Agreement"), Lehigh
I agreed that, prior to May 28, 2007 (the "Standstill Expiration Date"), it
will not and it will cause certain affiliates including (Lehigh II) not to
(i) acquire, attempt to acquire or make a proposal to acquire, directly or
indirectly, more than 45% (including BACs acquired through all other means)
of the outstanding BACs, (ii) seek to propose to enter into, directly or in-
directly, any merger, consolidation, business combination, sale or acquisi-
tion of assets, liquidation, dissolution or other similar transaction involv-
ing the Partnership, (iii) make, or in any way participate, directly or indi-
rectly, in any "solicitation" of "proxies" or "consents" (as such terms are
used in the proxy rules of the Commission) to vote any voting securities of
the Partnership, (iv) form, join or otherwise participate in a "group"
(within the meaning of Section 13 (d)(3) of the Securities and Exchange Act
of 1934) with respect to any voting securities of the Partnership, except
those affiliates bound by the Standstill Agreement will not be deemed to have
violated it and formed a "group" solely by acting in accordance with the
Standstill Agreement, (v) disclose in writing to any third party any inten-
tion, plan or arrangement inconsistent with the terms of the Standstill
Agreement, or (vi) loan money to, advise, assist or encourage any person in
connection with any action inconsistent with the terms of the Standstill
Agreement. In addition, Lehigh I agreed that until the Standstill Expiration
Date it will not sell any BACs acquired by it unless the buyer of such BACs
agrees to be bound by the Standstill Agreement; provided, however, Lehigh I
may make transfers in the secondary market to any purchaser which represents
that following such sale it will not own three (3%) percent or more of the
BACs outstanding. By the terms of the Standstill Agreement, Lehigh I also
agreed to vote its BACs in the same manner as a majority of all voting BACs
holders; provided, however, Lehigh I is entitled to vote its BACs as it de-
termines with regard to any proposal (i) to remove the Related General Part-
ner as a general partner of the Partnership or (ii) concerning the reduction
of any fees, profits, distributions or allocations for the benefit of the Re-
lated General Partner or its affiliates. The addresses of each of the Part-
nership, Lehigh I and the Related General Partner is 625 Madison Avenue, New
York, New York 10022.
(3) All of such BACs represent BACs owned directly by Lehigh, I and Lehigh
Tax Credit Partners II, L.L.C. ("Lehigh II") for which the Managing Member
serves as managing member. As of June 23, 1999, Lehigh I held 3,410.65 BACs
and Lehigh II held 3,435.65 BACs.
(4) Each such party serves as a director and executive officer of the Manag-
ing Member and owns an equity interest therein.
Item 13. Certain Relationships and Related Transactions.
The Partnership has and will continue to have certain relationships with the
General Partner and its affiliates, as discussed in Item 11 and also Note 8
to the Financial Statements in Item 8 above, which is incorporated herein by
reference. However, there have been no direct financial transactions between
the Partnership and the directors and officers of the general partner of the
General Partner.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
Sequential
Page
(a) 1. Financial Statements
Independent Auditors' Report 14
Consolidated Balance Sheets at March 31, 1999 and 1998 85
Consolidated Statements of Operations for the Years Ended March
31, 1999, 1998 and 1997 86
Consolidated Statements of Changes in Partners' Capital (Defi-
cit) for the Years Ended March 31, 1999, 1998 and 1997 87
Consolidated Statements of Cash Flows for the Years Ended March
31, 1999, 1998 and 1997 88
Notes to Consolidated Financial Statements 90
(a) 2. Consolidated Financial Statement Schedules
Independent Auditors' Report 113
Schedule I- Condensed Financial Information of Registrant 114
Schedule III - Real Estate and Accumulated Depreciation 117
(a) 3. Exhibits
(3A) Form of Amended and Restated Agreement of Limited Partnership
of Independence Tax Credit Plus L.P., attached to the Prospec-
tus as Exhibit A*
(3B) Amended and Restated Certificate of Limited Partnership of In-
dependence Tax Credit Plus L.P.*
(10A) Form of Subscription Agreement attached to the Prospectus as
Exhibit B*
(10B) Form of Purchase and Sales Agreement pertaining to the Partner-
ship's acquisition of Local Partnership Interests*
(10C) Form of Amended and Restated Agreement of Limited Partnership
of Local Partnerships*
(21) Subsidiaries of the Registrant 110
(27) Financial Data Schedule (filed herewith) 121
*Incorporated herein as an exhibit by reference to exhibits
filed with Pre-Effective Amendment No. 1 to the Independence
Tax Credit Plus L.P. Registration Statement on Form S-11 (Reg-
istration No. 33-37704)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K. (continued)
Jurisdiction
(c) Subsidiaries of the Registrant (Exhibit 21) of Organization
Harbor Court Limited Partnership NY
Old Public Limited Partnership TN
Lancaster Terrace Limited Partnership OR
655 North Street Limited Partnership LA
Landreth Venture PA
Homestead Apartments Associates Ltd. FL
Bethel Villa Associates, L.P. DE
West Diamond Street Associates PA
Susquehanna Partners PA
Boston Bay Limited Partnership MA
Morrant Bay Limited Partnership MA
Hope Bay Limited Partnership MA
Lares Apartments Limited Partnership PR
Lajas Apartments Limited Partnership PR
Arlington-Rodeo Properties CA
Conifer Bateman Associates NY
Hampden Hall Associates, L.P. MO
Chester Renaissance Associates PA
Homestead Apartments II, LTD. FL
P.S. 157 Associates, L.P. NY
Cloisters Limited Partnership II PA
Creative Choice Homes II, LTD. FL
Milford Crossing Associates L.P. DE
BX-7F Associates, L.P. NY
Los Angeles Limited Partnership PR
Christine Apartments, L.P. NY
Plainsboro Housing Partners, L.P. NJ
Rolling Green Associates, L.P. NY
(d) Not applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Ex-
change Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
INDEPENDENCE TAX CREDIT PLUS L.P.
(Registrant)
By: RELATED INDEPENDENCE ASSOCIATES L.P.,
its General Partner
By: RELATED INDEPENDENCE ASSOCIATES INC.,
a General Partner
Date: June 22, 1999 By: /s/ J. Michael Fried
J. Michael Fried
President, Chief Executive Officer and Director
(Principal Executive Officer)
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this re-
port has been signed below by the following persons on behalf of the regis-
trant and in the capacities and on the dates indicated:
Signature Title Date
President and Chief Executive Officer
(principal executive officer)
/s/ J. Michael Fried and Director of
J. Michael Fried Related Independence Associates Inc. June 22, 1999
Senior Vice President
/s/ Alan P. Hirmes (principal financial officer) of
Alan P. Hirmes Related Independence Associates Inc. June 22, 1999
Treasurer
/s/ Glenn F. Hopps (principal accounting officer) of
Glenn F. Hopps Related Independence Associates Inc. June 22, 1999
/s/ Stephen M. Ross Director of
Stephen M. Ross Related Independence Associates Inc. June 22, 1999
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)
In connection with our audits of the consolidated financial statements of In-
dependence Tax Credit Plus L.P. and Subsidiaries included in the Form 10-K as
presented in our opinion dated June 22, 1999 on page 14, and based on the re-
ports of other auditors, we have also audited supporting Schedule I for the
1998, 1997 and 1996 Fiscal Years and Schedule III at March 31, 1999. In our
opinion, and based upon the reports of the other auditors, these consolidated
schedules present fairly, when read in conjunction with the related consoli-
dated financial statements, the financial data required to be set forth
therein.
TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI, LLP
New York, New York
June 22, 1999
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)
CONDENSED BALANCE SHEETS
ASSETS
<CAPTION>
March 31,
1999 1998*
<S> <C> <C>
Cash and cash equivalents $ 20,997 $ 119,445
Advances and investment in
subsidiary partnerships 43,297,860 47,134,653
Cash held in escrow 296,700 359,700
Other assets 131,800 131,386
Total assets $43,747,357 $47,745,184
LIABILITIES AND PARTNERS' CAPITAL
Other liabilities $ 68,863 $ 2,303
Due to general partners
and affiliates 1,779,164 642,506
Total liabilities 1,848,027 644,809
Partners' capital** 41,899,330 47,100,375
Total liabilities and
partners' capital $43,747,357 $47,745,184
Investments in subsidiary partnerships are recorded in accordance with the eq-
uity method of accounting, wherein the investments are not reduced below zero.
*Reclassified for comparative purposes.
**Condensed partners' capital includes $765,280 and $800,875 of related party
income at March 31, 1999 and 1998, respectively.
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)
CONDENSED STATEMENTS OF OPERATIONS
<CAPTION>
Year Ended March 31,
1999 1998 1997
<S> <C> <C> <C>
Revenues $ 8,948 $ 12,468 $ 13,679
Expenses
Administrative and
management 294,373 113,897 143,070
Administrative and
management-
related parties 1,022,194 195,804 172,413
Amortization 0 0 3,333
Total expenses 1,316,567 309,701 318,816
Loss from operations (1,307,619) (297,233) (305,137)
Equity in loss of
subsidiary partnerships (3,893,426) (4,443,470) (4,960,578)
Net loss $(5,201,045) $(4,740,703) $(5,265,715)
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)
CONDENSED STATEMENTS OF CASH FLOWS
<CAPTION>
Year Ended March 31,
1999 1998 1997
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(5,201,045) $(4,740,703) $(5,265,715)
Adjustments to reconcile
net loss to net cash
used in operating activities:
Equity in loss of
subsidiary partnerships 3,893,426 4,443,470 4,960,578
Increase (decrease) in
other liabilities 66,560 (787) (224)
Increase in due to
general partner
and affiliates 1,138,947 102,112 149,461
Total adjustments 5,098,933 4,544,795 5,109,815
Net cash used in
operating activities (102,112) (195,908) (155,900)
Cash flows from
investing activities:
Decrease in cash
held in escrow-purchase
price payments 63,000 627,436 322,393
(Increase) decrease in
other assets (414) 0 3,333
Investment in subsidiary
partnerships (63,000) (627,436) (322,393)
Distributions from subsidiary
partnerships 66,408 142,589 52,019
Advances to subsidiary
partnerships (62,330) (8,138) (83,466)
Net cash provided by (used in)
investing activities 3,664 134,451 (28,114)
Net decrease in cash and
cash equivalents (98,448) (61,457) (184,014)
Cash and cash equivalents,
beginning of year 119,445 180,902 364,916
Cash and cash equivalents,
end of year $ 20,997 $ 119,445 $ 180,902
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 31, 1999
<CAPTION>
Cost Capitalized
Initial Cost to Partnership Subsequent to
Buildings and Acquisition:
Description Encumbrances Land Improvements Improvements
<S> <C> <C> <C> <C>
Apartment Complexes
Harbor Court Limited Partnership
Staten Island, NY $ 0 $ 137,450 $ 1,007,966 $ 69,289
Old Public Limited Partnership
Lawrenceburg, TN 499,355 10,000 1,713,310 74,504
Lancaster Terrace Limited Partnership
Salem, OR 1,668,448 161,269 3,679,601 40,470
655 North Street Limited Partnership
Baton Rouge, LA 4,747,420 125,500 3,040,980 5,617,173
Landreth Venture
Philadelphia, PA 3,380,973 1,761 5,903,337 29,843
Homestead Apartments Associates Ltd.
Homestead, FL 3,534,285 329,402 0 5,916,982
Bethel Villa Associates, L.P.
Wilmington, DE 5,917,427 270,000 5,969,354 3,110,916
West Diamond Street Associates
Philadelphia, PA 1,576,000 30,829 3,444,649 (1,039,021)
Susquehanna Partners
Philadelphia, PA 1,884,709 16,000 0 3,987,879
Boston Bay Limited Partnership
Boston, MA 3,114,148 440,000 4,143,758 663,872
Morrant Bay Limited Partnership
Boston, MA 4,683,787 650,000 5,522,250 999,896
Hope Bay Limited Partnership
Boston, MA 1,439,965 225,000 1,435,185 531,590
Lares Apartments Limited Partnership
Lares, PR 4,486,158 137,000 0 5,484,582
Lajas Apartments Limited Partnership
Lajas, PR 4,136,956 110,090 4,952,929 78,402
Arlington-Rodeo Properties
Los Angeles, CA 3,543,123 624,052 0 5,024,507
Conifer Bateman Associates
Lowville, NY 1,023,443 15,000 2,525,729 56,328
Hampden Hall Associates, L.P.
St. Louis, MO 2,245,998 0 0 7,446,002
Chester Renaissance Associates
Chester, PA 853,000 33,667 168,333 1,773,283
Homestead Apartments II, LTD.
Homestead, FL 3,470,931 338,966 0 5,257,728
P.S. 157 Associates, L.P.
New York, NY 0 36,500 9,350,642 76,382
Cloisters Limited Partnership II
Philadelphia, PA 0 35,160 0 9,547,714
Creative Choice Homes II, LTD.
Opa-Locka, FL 11,294,783 0 0 21,433,650
Milford Crossing Associates L.P. (**)
Milford, DE 2,571,384 203,006 0 4,374,192
BX-7F Associates, L.P.
Bronx, NY 3,654,495 4 5,705,064 55,643
Los Angeles Limited Partnership
Rio Piedras, PR 3,713,820 201,210 0 6,600,591
Christine Apartments, L.P.
Buffalo, NY 1,245,000 10,000 2,351,072 82,762
Plainsboro Housing Partners, L.P.
Plainsboro, NJ 4,051,034 800,000 0 8,851,487
Rolling Green Associates, L.P.
Syracuse, NY 15,700,000 180,000 19,583,101 344,926
$94,436,642 $5,121,866 $80,497,260 $96,491,572
<CAPTION>
Gross Amount at which Carried At Close of Period
Buildings and
Description Land Improvements Total
<S> <C> <C> <C>
Apartment Complexes
Harbor Court Limited Partnership
Staten Island, NY $ 140,813 $ 1,073,892 $ 1,214,705
Old Public Limited Partnership
Lawrenceburg, TN 13,640 1,784,174 1,797,814
Lancaster Terrace Limited Partnership
Salem, OR 163,105 3,718,235 3,881,340
655 North Street Limited Partnership
Baton Rouge, LA 127,751 8,655,902 8,783,653
Landreth Venture
Philadelphia, PA 3,645 5,931,296 5,934,941
Homestead Apartments Associates Ltd.
Homestead, FL 331,468 5,914,916 6,246,384
Bethel Villa Associates, L.P.
Wilmington, DE 275,099 9,075,171 9,350,270
West Diamond Street Associates
Philadelphia, PA 32,414 2,404,043 2,436,457
Susquehanna Partners
Philadelphia, PA 17,585 3,986,294 4,003,879
Boston Bay Limited Partnership
Boston, MA 441,585 4,806,045 5,247,630
Morrant Bay Limited Partnership
Boston, MA 651,585 6,520,561 7,172,146
Hope Bay Limited Partnership
Boston, MA 226,585 1,965,190 2,191,775
Lares Apartments Limited Partnership
Lares, PR 151,585 5,469,997 5,621,582
Lajas Apartments Limited Partnership
Lajas, PR 111,675 5,029,746 5,141,421
Arlington-Rodeo Properties
Los Angeles, CA 625,637 5,022,922 5,648,559
Conifer Bateman Associates
Lowville, NY 16,585 2,580,472 2,597,057
Hampden Hall Associates, L.P.
St. Louis, MO 1,585 7,444,417 7,446,002
Chester Renaissance Associates
Chester, PA 42,153 1,933,130 1,975,283
Homestead Apartments II, LTD.
Homestead, FL 340,551 5,256,143 5,596,694
P.S. 157 Associates, L.P.
New York, NY 38,085 9,425,439 9,463,524
Cloisters Limited Partnership II
Philadelphia, PA 36,745 9,546,129 9,582,874
Creative Choice Homes II, LTD.
Opa-Locka, FL 574,637 20,859,013 21,433,650
Milford Crossing Associates L.P. (**)
Milford, DE 115,519 4,461,679 4,577,198
BX-7F Associates, L.P.
Bronx, NY 2,178 5,758,533 5,760,711
Los Angeles Limited Partnership
Rio Piedras, PR 203,384 6,598,417 6,801,801
Christine Apartments, L.P.
Buffalo, NY 13,174 2,430,660 2,443,834
Plainsboro Housing Partners, L.P.
Plainsboro, NJ 802,174 8,849,313 9,651,487
Rolling Green Associates, L.P.
Syracuse, NY 182,174 19,925,853 20,108,027
$5,683,116 $176,427,582 $182,110,698
<CAPTION>
Life on which
Depreciation in
Year of Latest Income
Accumulated Construction/ Date Statement is
Description Depreciation Renovation Acquired Computed*
<S> <C> <C> <C> <C>
Apartment Complexes
Harbor Court Limited Partnership
Staten Island, NY $ 254,894 1991 Dec. 1991 27.5 years
Old Public Limited Partnership
Lawrenceburg, TN 447,471 1991 Dec. 1991 27.5 years
Lancaster Terrace Limited Partnership
Salem, OR 1,096,561 1992 Feb. 1992 15-27.5 years
655 North Street Limited Partnership
Baton Rouge, LA 1,960,217 1992 Mar. 1992 27.5 years
Landreth Venture
Philadelphia, PA 976,301 1992 Mar. 1992 40 years
Homestead Apartments Associates Ltd.
Homestead, FL 904,919 1992 Mar. 1992 40 years
Bethel Villa Associates, L.P.
Wilmington, DE 1,991,254 1992 Apr. 1992 27.5 years
West Diamond Street Associates
Philadelphia, PA 223,012 1992 May 1992 40 years
Susquehanna Partners
Philadelphia, PA 604,355 1992 May 1992 20-40 years
Boston Bay Limited Partnership
Boston, MA 1,216,018 1991 Aug. 1992 27.5 years
Morrant Bay Limited Partnership
Boston, MA 1,671,484 1991 Aug. 1992 27.5 years
Hope Bay Limited Partnership
Boston, MA 498,674 1991 Aug. 1992 27.5 years
Lares Apartments Limited Partnership
Lares, PR 995,998 1992 Aug. 1992 40 years
Lajas Apartments Limited Partnership
Lajas, PR 856,275 1992 Aug. 1992 40 years
Arlington-Rodeo Properties
Los Angeles, CA 980,499 1992 Aug. 1992 27.5 years
Conifer Bateman Associates
Lowville, NY 623,478 1990 Aug. 1992 15-27.5 years
Hampden Hall Associates, L.P.
St. Louis, MO 1,492,032 1992 Sep. 1992 27.5 years
Chester Renaissance Associates
Chester, PA 272,096 1992 Sep. 1992 40 years
Homestead Apartments II, LTD.
Homestead, FL 728,241 1992 Oct. 1992 40 years
P.S. 157 Associates, L.P.
New York, NY 1,460,273 1992 Nov 1992 40 years
Cloisters Limited Partnership II
Philadelphia, PA 1,361,962 1992 Nov 1992 40 years
Creative Choice Homes II, LTD.
Opa-Locka, FL 2,885,705 1988 Dec 1992 40 years
Milford Crossing Associates L.P. (**)
Milford, DE 867,558 1992 Dec. 1992 27.5 years
BX-7F Associates, L.P.
Bronx, NY 890,489 1993 Jan. 1993 40 years
Los Angeles Limited Partnership
Rio Piedras, PR 903,650 1994 Apr. 1993 40 years
Christine Apartments, L.P.
Buffalo, NY 476,820 1993 June 1993 27.5 years
Plainsboro Housing Partners, L.P.
Plainsboro, NJ 1,507,832 1994 July 1993 27.5 years
Rolling Green Associates, L.P.
Syracuse, NY 4,387,866 1992 Oct. 1993 27.5 years
$32,535,934
*Personal property is depreciated over the estimated useful life ranging from 3 to 10 years.
**During the year ended December 31, 1997, the Partnership sold a parcel of land for $210,000
to an entity with a member who is also the general partner of the Partnership.
<CAPTION>
Cost of Property and Equipment
Year Ended March 31,
1999 1998 1997
<S> <C> <C> <C>
Balance at beginning of period $182,292,458 $183,169,973 $182,915,946
Additions during period:
Improvements 236,795 316,410 254,027
Depreciation expense
Deductions during period:
Dispositions (418,555) (95,072) 0
Loss on impairment 0 (1,098,853) 0
Balance at close of period $182,110,698 $182,292,458 $183,169,973
<CAPTION>
Accumulated Depreciation
Year Ended March 31,
1999 1998 1997
<S> <C> <C> <C>
Balance at beginning of period $26,761,173 $21,272,068 $ 15,437,715
Additions during period:
Improvements
Depreciation expense 5,794,508 6,087,958 5,834,353
Deductions during period:
Dispositions (19,747) 0 0
Loss on impairment 0 (598,853) 0
Balance at close of period $32,535,934 $26,761,173 $21,272,068
At the time the Local Partnerships were acquired by Independence Tax Credit
Plus L.P., the entire purchase price paid by Independence Tax Credit Plus L.P.
was pushed down to the local partnerships as property and equipment with an
offsetting credit to capital. Since the projects were in the construction
phase at the time of acquisition, the capital accounts were insignificant at
the time of purchase. Therefore, there are no material differences between the
original cost basis for tax and GAAP.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted from the finan-
cial statements for Independence Tax Credit Plus L.P. and is qualified in its
entirety by reference to such financial statements
</LEGEND>
<CIK> 0000869615
<NAME> Independence Tax Credit Plus L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-1-1998
<PERIOD-END> MAR-31-1999
<CASH> 10,827,093
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,990,777
<PP&E> 182,110,698
<DEPRECIATION> 32,535,934
<TOTAL-ASSETS> 164,969,973
<CURRENT-LIABILITIES> 16,058,093
<BONDS> 101,176,660
0
0
<COMMON> 0
<OTHER-SE> 47,735,220
<TOTAL-LIABILITY-AND-EQUITY> 164,969,973
<SALES> 0
<TOTAL-REVENUES> 20,525,657
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 20,006,936
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,701,379
<INCOME-PRETAX> (5,182,658)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,182,658)
<EPS-BASIC> (66.61)
<EPS-DILUTED> 0
</TABLE>
