SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 33-37704
INDEPENDENCE TAX CREDIT PLUS L.P. II
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3646846
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
625 Madison Avenue, New York, New York 10022
- --------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-5333
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------ -----
<PAGE>
PART I
Item 1. Financial Statements
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
June 30, March 31,
1996 1996
----------- ----------
<S> <C> <C>
Property and equipment at cost, net of accumulated depreciation
of $3,504,344 and $2,959,862, respectively $80,153,120 $80,526,910
Construction in progress 21,168,994 19,121,823
Cash and cash equivalents 10,263,275 13,646,746
Cash held in escrow 2,478,008 2,653,919
Deferred costs, net of accumulated amortization of $97,607 and
$84,906, respectively 552,330 544,330
Other assets 455,485 434,794
------------ ------------
Total assets $115,071,212 $116,928,522
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable $37,603,047 $37,687,695
Construction loan payable 21,108,649 18,214,849
Accounts payable and other liabilities 4,270,875 5,569,729
Due to local general partner and affiliates 3,796,579 6,565,952
Due to general partner and affiliates 77,553 48,755
------------ ------------
Total liabilities 66,856,703 68,086,980
------------ ------------
Minority interest 669,968 750,595
------------ ------------
Commitments and contingencies (Note 3)
Partners' capital:
Limited partners (58,928 issued and outstanding) 47,593,045 48,133,987
General partner (48,504) (43,040)
------------ ------------
Total partners' capital 47,544,541 48,090,947
------------ ------------
Total liabilities and partners' capital $115,071,212 $116,928,522
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
June 30,
------------------------------
1996 1995*
------------ -------------
Revenues
Rental income $ 1,352,485 $ 1,169,708
Other income 116,399 227,464
------------ ------------
Total revenues 1,468,884 1,397,172
------------ ------------
Expenses
General and administrative 342,388 319,270
General and administrative -
related parties (Note 2) 96,209 191,560
Repairs and maintenance 238,124 102,795
Operating and other 172,628 129,663
Real estate taxes 136,590 121,447
Insurance 127,695 25,630
Financial, principally interest 346,778 100,073
Depreciation and amortization 557,183 335,693
------------ ------------
Total expenses 2,017,595 1,326,131
------------ ------------
Net income (loss) before minority interest $ (548,711) $ 71,041
------------ ------------
Minority interest in (income) loss of
subsidiary partnerships 2,305 (709)
------------ ------------
Net income (loss) $ (546,406) $ 70,332
============ ============
Net income (loss) - limited partners $ (540,942) $ 69,629
============ ============
Weighted average number of BAC's
outstanding 58,928 58,928
============ ============
Net income (loss) per weighted
average BAC $ (9.18) $ 1.18
============ ============
* Reclassified for comparative purposes
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
Total Limited Partners General Partners
-------- ---------------- ----------------
Partners' capital - April 1, 1996 $48,090,947 $48,133,987 $(43,040)
Net loss (546,406) (540,942) (5,464)
----------- ----------- --------
Partners' capital - June 30, 1996 $47,544,541 $47,593,045 $(48,504)
=========== =========== ========
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
DECREASE IN CASH AND CASH EQUIVALENTS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30,
--------------------------
1996 1995
---------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (546,406) $ 70,332
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
Depreciation and amortization 557,183 335,693
Minority interest in income (loss) of subsidiaries (2,305) 709
Decrease in accounts payable and other liabilities (1,298,854) (657,631)
Decrease in cash held in escrow 119,018 246,484
Increase in other assets (20,691) (32,567)
Increase in due to local general partners and affiliates 1,003,877 2,489
Decrease in due to local general partners and affiliates (1,341,458) (111,302)
Increase (decrease) in due to general partner and affiliates 28,798 (125,430)
---------- -----------
Total adjustments (954,432) (341,555)
---------- -----------
Net cash used in operating activities (1,500,838) (271,223)
---------- -----------
Cash flows used in investing activities:
Acquisition of property and equipment (170,692) (7,912,008)
Increase in construction in progress (2,047,171) (3,945,985)
Decrease in cash held in escrow 56,893 951,729
Increase in deferred costs 0 (29,559)
Increase in due to local general partners and affiliates 0 246,126
Decrease in due to local general partners and affiliates (2,431,792) (500)
Decrease in due to general partners and affiliates 0 (2,632)
Decrease in accounts payable and other liabilities 0 (1,768,227)
---------- -----------
Net cash used in investing activities (4,592,762) (12,461,056)
---------- -----------
Cash flows from financing activities:
Proceeds from mortgage notes 159,360 113,966
Principal payments of mortgage notes (244,008) (19,084)
Proceeds from construction loans 2,893,800 4,938,796
Increase in deferred costs (20,701) (4,375)
Decrease in capitalization of consolidated subsidiaries
attributable to minority interest (78,322) 0
---------- -----------
Net cash provided by financing activities 2,710,129 5,029,303
---------- -----------
See accompanying notes to consolidated financial statements.
</TABLE>
-5-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
DECREASE IN CASH AND CASH EQUIVALENTS
(continued)
(Unaudited)
Three Months Ended June 30,
----------------------------
1996 1995
----------- ----------
Net decrease in cash and cash equivalents (3,383,471) (7,702,976)
Cash and cash equivalents at beginning of period 13,646,746 29,045,148
----------- ----------
Cash and cash equivalents at end of period $10,263,275 $21,342,172
=========== ===========
Supplemental disclosures of noncash
investing activities:
Capitalization of deferred acquisition costs $ 0 $ 817,887
See accompanying notes to consolidated financial statements.
-6-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(Unaudited)
NOTE 1 - General
Independence Tax Credit Plus L.P. II (the "Partnership") was
organized on February 11, 1992, and commenced its public offering on January 19,
1993. The general partner of the Partnership is Related Independence Associates
L.P., a Delaware limited partnership (the "General Partner").
The Partnership's business is to invest in other partnerships
("Local Partnerships", "subsidiaries" or "subsidiary partnerships") owning
leveraged apartment complexes that are eligible for the low-income housing tax
credit ("Housing Tax Credit") enacted in the Tax Reform Act of 1986, some of
which complexes may also be eligible for the historic rehabilitation tax credit
("Historic Tax Credit"; together with Housing Tax Credits, "Tax Credits").
The Partnership has invested in fifteen Local Partnerships as of
June 30, 1996.
The Partnership was authorized to issue a total of 100,000
($100,000,000) Beneficial Assignment 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 April 7, 1994 (the
date on which the offering was terminated), the Partnership raised a total of
$58,928,000 (before volume discounts of $2,000) representing 58,928 BACs.
The terms of the Amended and Restated Agreement of the Limited
Partnership provide, among other things, that, net profits or losses and
distributions of cash flow are, in general, allocated 99% to the limited
partners and BACs holders and 1% to the General Partner.
The Partnership's fiscal quarter ends June 30. All subsidiaries
have fiscal quarters ending March 31. Accounts of the subsidiaries have been
adjusted for intercompany transactions from April 1 through June 30.
All intercompany accounts and transactions with the subsidiary
partnerships have been eliminated in consolidation.
Increases (decreases) in the capitalization of consolidated
subsidiaries attributable to minority interest arise from cash contributions and
cash distributions to the minority interest partners.
Losses attributable to minority interests which exceed the
minority interests' investment in a subsidiary have been charged to the
Partnership. Such losses aggregated $2,000 and $900 for the three months ended
June 30, 1996 and 1995, 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 included in the Partnership's capital account except for losses
allocated to minority interest capital.
In March 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Asset and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Partnership is required to review long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the book value of an asset may not be
recoverable. An impairment loss should be recognized whenever the review
demonstrates that the book value of a long-lived asset is not recoverable.
Effective April 1, 1996, the Partnership adopted SFAS No. 121, consistent with
the required adoption period.
-7-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(Unaudited)
NOTE 1 - General (continued)
Property and equipment are carried at the lower of depreciated cost
or estimated amounts recoverable through future operations and ultimate
disposition of the property. Cost includes the purchase price, acquisition fees
and expenses, and any other costs incurred in acquiring the properties. As
required by SFAS 121, a provision for loss on impairment of assets is recorded
when estimated amounts recoverable through future operations and sale of the
property on an undiscounted basis are below depreciated cost. However,
depreciated cost, adjusted for such reductions in value, if any, may be greater
than the fair value. Property investments themselves are reduced to estimated
fair value (generally using discounted cash flows) when the property is
considered to be impaired and the depreciated cost exceeds estimate fair value.
Through June 30, 1996, the Partnership has not recorded and provisions for loss
in impairment of assets or reduction to estimated fair value.
Certain information and note disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principles has been omitted or condensed. These condensed financial statements
should be read in conjunction with the financial statements and notes thereto
included in Partnership's Annual Report on Form 10-K for the period ended March
31, 1996.
The books and records of the Partnership are maintained on the
accrual basis of accounting in accordance with generally accepted accounting
principles. In the opinion of the General Partners of the Partnership, the
accompanying unaudited financial statements contain all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the financial
position of the Partnership as of June 30, 1996 and the results of operations
and its cash flows for the three months ended June 30, 1996 and 1995. However,
the operating results for the three months ended June 30, 1996 may not be
indicative of the results for the year.
NOTE 2 - Related Party Transactions
An affiliate of the General Partner has a .01% interest as a
special limited partner, in each of the Local Partnerships.
The General Partner and its affiliates perform services for the
Partnership. The costs incurred to related parties for the three months ended
June 30, 1996 and 1995 were as follows:
Three Months Ended
June 30,
-------------------------
1996 1995
-------- ---------
Partnership management fees (a) $ 25,000 $ 135,921
Expense reimbursement (b) 26,989 31,617
Property management fees (c) 41,220 20,022
Local administrative fee (d) 3,000 4,000
-------- ---------
$ 96,209 $ 191,560
======== =========
-8-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(Unaudited)
NOTE 2 - Related Party Transactions (continued)
(a) The General Partner is entitled to receive a partnership
management fee, after payment of all Partnership expenses, which together with
the annual local administrative fees will not exceed a maximum of 0.5% per annum
of invested assets (as defined in the Partnership Agreement), for administering
the affairs of the Partnership. Subject to the foregoing limitation, the
partnership management fee will be determined by the General Partner in its sole
discretion based upon its review of the Partnership's investments. Unpaid
partnership management fees for any year will be accrued without interest and
will be payable only to the extent of available funds after the Partnership has
made distributions to the limited partners of sale or refinancing proceeds equal
to their original capital contributions plus a 10% priority return thereon (to
the extent not theretofore paid out of cash flow).
(b) The Partnership reimburses the General Partners and their
affiliates for actual Partnership operating expenses incurred by the General
Partners and their affiliates on the Partnership's behalf. The amount of
reimbursement from the Partnership is limited by the provisions of the
Partnership Agreement. Another affiliate of the General Partners performs asset
monitoring for the Partnership. These services include site visits and
evaluations of the subsidiary partnerships' performance.
(c) Property management fees incurred by Local Partnerships
amounted to $59,200 and $54,655 for the three months ended June 30, 1996 and
1995, respectively. Of these fees, $41,220 and $20,022 were incurred to
affiliates of the subsidiary partnerships General Partners.
(d) Independence SLP, L.P., a limited partner of the
subsidiary partnerships is entitled to receive a local administrative fee of up
to $2,500 per year from each subsidiary partnership.
NOTE 3 - Commitments and Contingencies
There were no changes and/or additions to disclosures regarding
the subsidiary partnerships which were included in the Partnership's Annual
Report on Form 10-K for the period ended March 31, 1996.
-9-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership's primary source of funds is the proceeds of its
offering. Other sources of funds include interest earned on such proceeds which
will be invested in tax-exempt money market instruments pending acquisition of
Local Partnerships and a working capital reserve. The offering terminated as of
April 7, 1994. The Partnership has received $58,928,000 (including volume
discounts of $2,000) in gross proceeds for BACs pursuant to a public offering
resulting in net proceeds available for investment of approximately $46,848,000
after volume discounts, payment of sales commissions, acquisition fees and
expenses, organization and offering expenses and establishment of a working
capital reserve.
As of June 30, 1996, the Partnership has invested approximately
$46,996,000 (not including acquisition fees of approximately $3,502,000) of net
proceeds in fifteen Local Partnerships of which approximately $8,320,000 remains
to be paid (including approximately $1,243,000 being held in escrow) as certain
benchmarks, such as occupancy level, must be attained prior to the release of
the funds. The Partnership does not intend to acquire additional properties.
During the three months ended June 30, 1996, approximately $1,320,000 was paid
(none of which was released from escrow). Although the Partnership will not be
acquiring additional properties, the Partnership may be required to fund
potential purchase price adjustments based on tax credit adjustor clauses. There
have been no purchase price adjustments during the three months ended June 30,
1996.
For the three months ended June 30, 1996, cash and cash
equivalents decreased approximately $3,383,000 primarily due to cash used in
operating activities ($1,501,000), an increase in construction in progress
(2,047,000), a decrease in due to local general partners and affiliates relating
to investing activities ($2,432,000) and acquisitions of property and equipment
($171,000) which exceeded proceeds from construction loans ($2,894,000).
Included in the adjustments to reconcile the net loss to cash flow used in
operations is depreciation and amortization of approximately $557,000.
An original working capital reserve of approximately $1,473,000
(2.5% of gross equity) was established from the Partnership's funds available
for investment. The working capital reserve at June 30, 1996 and March 31, 1996
was $541,000 and $567,000 respectively, which includes amounts which may be
required for potential purchase price adjustments based on tax credit adjustor
clauses. The General Partners believe that these reserves, plus any cash
distributions received from the operations of the Local Partnerships will be
sufficient to fund the Partnership's ongoing operations for the foreseeable
future. As of June 30, 1996 and 1995, there have been no cash distributions from
the Local Partnerships. Management anticipates receiving distributions in the
future, although not to a level sufficient to permit providing cash
distributions to the BAC's holders.
The Partnership has negotiated development deficit guarantees with
the Local Partnerships in which it has invested. The Local General Partners have
agreed to fund development deficits through the break-even dates of each of the
Local Partnerships.
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 Partnership, 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
$5,670,000, none of which have expired as of June 30, 1996.
The Partnership has also negotiated rent-up guaranty agreements in
which the Local General Partners agreed to pay a liquidated damage if
predetermined occupancy rates are not achieved.
The development deficit, operating deficit and the rent-up
guaranty agreements were negotiated to
-10-
<PAGE>
protect the Partnership's interest in the Local Partnerships and to provide
incentive to the Local General Partners to generate positive cash flow.
The Partnership and BACs holders will begin to recognize Housing
Tax Credits with respect to a property when the credit period for such property
commences. Because of the time required for the acquisition, completion and
rent-up of properties, it is expected that the amount of Tax Credits per BAC
will gradually increase 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's investment as a limited partner in the Local
Partnerships is subject to the risks of potential losses arising from management
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 increased operating
expenses, any or all of which could threaten the financial viability of one or
more of the Local Partnerships.
For discussion of contingencies affecting certain subsidiary
partnerships, see the Partnership's Annual Report on Form 10-K for the period
ended March 31, 1996. The resolution of the existing contingencies is not
anticipated to impact future results of operations, liquidity or financial
condition in a material way.
Management is not aware of any trends or events, commitments or
uncertainties which have not otherwise been disclosed that will or are likely to
impact liquidity in a material way. Management believes the only impact would be
from laws that have not yet been adopted. The portfolio is diversified by the
location of the properties around the United States so that if one area of the
country is experiencing downturns in the economy, the remaining properties in
the portfolio may be experiencing upswings. However, the geographic
diversification of the portfolio may not protect against a general downturn in
the national economy. The Partnership has fully invested the proceeds of its
offering in 15 Local Partnerships, all of which fully have their tax credits in
place. The tax credits are attached to the project for a period of ten years,
and are transferable with the property during the remainder of the ten year
period. If trends in the real estate market warranted the sale of a property,
the remaining tax credits would transfer to the new owner; thereby adding
significant value to the property on the market, which are not included in the
financial statement carrying amount.
Results of Operations
- ---------------------
In March 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Partnership is required to review long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the book value of an asset may not be
recoverable. An impairment loss should be recognized whenever the review
demonstrates that the book value of a long-lived asset is not recoverable.
Effective April 1, 1996, the Partnership adopted SFAS No. 121, consistent with
the required adoption period.
Property and equipment are carried at the lower of depreciated
cost or estimated amounts recoverable through future operations and ultimate
disposition of the property. Cost includes the purchase price, acquisition fees
and expenses, and any other costs incurred in acquiring the properties. As
required by SFAS No. 121, a provision for loss on impairment of assets is
recorded when estimated amounts recoverable through future operations and sale
of the property on an undiscounted basis are below depreciated cost. However,
depreciated cost, adjusted for such reductions in value, if any, may be greater
than the fair value. Property investments themselves are reduced to estimated
fair value (generally using discounted cash flows) when the property is
considered to be impaired and the depreciated cost exceeds estimated fair value.
Through June 30, 1996, the Partnership has not recorded any provisions for loss
on impairment of assets or reduction to estimated fair value.
As of June 30, 1996 and 1995, the Partnership had acquired an
interest in fifteen Local Partnerships, fifteen and thirteen of which were
consolidated, respectively.
-11-
<PAGE>
The Partnership's results of operations for the three months
ended June 30, 1996 and 1995 consisted primarily of (1) approximately $71,000
and $162,000, respectively, of tax-exempt interest income earned on funds not
currently invested in Local Partnerships and (2) the results of the
Partnership's investment in fifteen and thirteen of fifteen consolidated Local
Partnerships, respectively.
During the three months ended June 30, 1996 and compared to 1995,
rental income and all categories of expenses except general and
administrative-related parties increased and the results of operations are not
comparable due to the continued construction and rent up of properties. In
addition, interest income will continue to decrease in future periods as
proceeds are released to the Local Partnerships. Other income decreased
approximately $111,000 for the three months ended June 30, 1996 as compared to
1995, primarily due to a decrease in interest income as a result of the release
of proceeds to the Local Partnerships. General and administrative - related
parties decreased approximately $95,000 primarily due to a decrease in
partnership management fees. For the three months ended June 30, 1996 and 1995,
ten and one of the Partnership's fifteen and thirteen consolidated properties,
respectively, had completed construction and were rented up in a previous fiscal
quarter. Two and six of the properties had completed construction and were in
various stages of rent up for the three months ended June 30, 1996 and 1995. As
of the end of the three months ended June 30, 1996 and 1995, three and eight of
the Partnership's fifteen and thirteen consolidated properties, respectively,
were still under construction and five and nine of the properties, respectively,
had construction loans with commitments for permanent financing.
-12-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
the quarter.
-13-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
INDEPENDENCE TAX CREDIT PLUS L.P. II
------------------------------------
(Registrant)
By: RELATED INDEPENDENCE ASSOCIATES L.P., a General
Partner
By: RELATED INDEPENDENCE ASSOCIATES INC., a General
Partner
Date: August 13, 1996 By: /s/ Alan Hirmes
---------------
Alan P. Hirmes,
Vice President
Date: August 13, 1996 By: /s/ Lawrence J. Lipton
----------------------
Lawrence J. Lipton,
Treasurer
(principal financial and accounting officer)
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for Independence Tax Credit Plus L.P.
II and is qualified in its entirety by reference
to such financial statements
</LEGEND>
<CIK> 0000907045
<NAME> Independence Tax Credit Plus L.P. II
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-1-1996
<PERIOD-END> JUN-30-1996
<CASH> 12,741,283
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,007,815
<PP&E> 104,826,458
<DEPRECIATION> 3,504,344
<TOTAL-ASSETS> 115,071,212
<CURRENT-LIABILITIES> 8,145,007
<BONDS> 58,711,696
0
0
<COMMON> 0
<OTHER-SE> 48,214,509
<TOTAL-LIABILITY-AND-EQUITY> 115,071,212
<SALES> 0
<TOTAL-REVENUES> 1,468,884
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,670,817
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 346,778
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (548,711)
<EPS-PRIMARY> (9.18)
<EPS-DILUTED> 0
</TABLE>
