SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------ EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 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
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)421-5333
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
<PAGE>
PART I - Financial Information
Item 1. Financial Statements
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
============= =============
December 31, March 31,
1996 1996
------------- -------------
ASSETS
Property and equipment at cost,
net of accumulated depreciation
of $5,081,390 and $2,959,862,
respectively $ 92,728,119 $ 80,526,910
Construction in progress 10,184,184 19,121,823
Cash and cash equivalents 8,265,676 13,646,746
Cash held in escrow 2,966,631 2,653,919
Deferred costs, net of accumulated
amortization of $129,078 and
$84,906, respectively 513,743 544,330
Other assets 558,137 434,794
------------- -------------
Total assets $ 115,216,490 $ 116,928,522
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable $ 41,643,369 $ 37,687,695
Construction loan payable 19,468,692 18,214,849
Accounts payable and other
liabilities 4,259,788 5,569,729
Due to local general partners and
affiliates 3,425,554 6,565,952
Due to general partner and
affiliates 150,156 48,755
------------- -------------
Total liabilities 68,947,559 68,086,980
------------- -------------
Minority interest 578,116 750,595
------------- -------------
Commitments and contingencies (Note 3)
Partners' capital:
Limited partners (58,928 BACs
issued and outstanding) 45,757,856 48,133,987
General partner (67,041) (43,040)
------------- -------------
Total partners' capital 45,690,815 48,090,947
------------- -------------
Total liabilities and
partners' capital $ 115,216,490 $ 116,928,522
============= =============
See Accompanying Notes to Consolidated Financial Statements
2
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
========================== ==========================
Three Months Ended Nine Months Ended
December 31, December 31,
-------------------------- --------------------------
1996 1995* 1996 1995*
-------------------------- --------------------------
Revenues
Rental income $ 1,599,435 $ 1,212,930 $ 4,411,583 $ 3,470,705
Other income 88,405 171,931 292,719 562,893
----------- ----------- ----------- -----------
Total revenues 1,687,840 1,384,861 4,704,302 4,033,598
----------- ----------- ----------- -----------
Expenses
General and
administrative 333,951 391,988 1,074,071 1,261,509
General and
administrative-
related parties
(Note 2) 124,719 215,048 322,267 616,383
Repairs and
maintenance 426,641 266,412 949,293 556,340
Operating and
other 202,991 81,747 528,853 330,030
Real estate taxes 51,410 150,461 391,269 396,341
Insurance 101,849 98,173 313,660 224,251
Financial,
principally
interest 678,797 413,187 1,365,018 824,353
Depreciation and
amortization 822,181 386,698 2,166,160 1,060,623
----------- ----------- ----------- -----------
Total expenses 2,742,539 2,003,714 7,110,591 5,269,830
----------- ----------- ----------- -----------
Net loss before
minority
interest (1,054,699) (618,853) (2,406,289) (1,236,232)
Minority interest in
(income)loss of
subsidiary
partnerships 966 (1,026) 6,157 1,720
----------- ----------- ----------- -----------
Net loss $(1,053,733) $ (619,879) $(2,400,132) $(1,234,512)
=========== =========== =========== ===========
Net loss-
limited
partners $(1,043,196) $ (613,680) $(2,376,131) $(1,222,167)
=========== =========== =========== ===========
Number of BAC's
outstanding 58,928 58,928 58,928 58,928
=========== =========== =========== ===========
Net loss per
BAC $ (17.70) $ (10.41) $ (40.32) $ (20.74)
=========== =========== =========== ===========
*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)
============================================
Limited General
Total Partners Partner
--------------------------------------------
Partners' capital -
April 1, 1996 $ 48,090,947 $ 48,133,987 $ (43,040)
Net loss (2,400,132) (2,376,131) (24,001)
------------ ------------ ------------
Partners' capital -
December 31,
1996 $ 45,690,815 $ 45,757,856 $ (67,041)
============ ============ ============
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)
=============================
Nine Months Ended
December 31,
-----------------------------
1996 1995
-----------------------------
Cash flows from operating activities:
Net loss $ (2,400,132) $ (1,234,512)
Adjustments to reconcile net loss to
net cash used in
operating activities:
Depreciation and amortization 2,166,160 1,060,623
Minority interest in loss
of subsidiaries (6,157) (1,720)
(Decrease) increase in accounts
payable and other liabilities (1,309,941) 121,640
(Increase) decrease in cash held
in escrow (13,027) 1,268,086
Increase in other assets (123,343) (49,652)
Increase in due to local general
partners and affiliates 1,048,588 3,799
Decrease in due to local general
partners and affiliates (1,360,360) (1,158,884)
Increase (decrease) in due to
general partner and affiliates 101,401 (23,115)
------------ ------------
Total adjustments 503,321 1,220,777
------------ ------------
Net cash used in
operating activities (1,896,811) (13,735)
------------ ------------
Cash flows used in investing activities:
Acquisition of property and
equipment (728,926) (2,383,003)
Increase in construction in progress (4,656,172) (24,300,915)
(Increase) decrease in cash held in
escrow (299,685) 1,680,984
Increase in deferred costs (14,045) (13,420)
Increase in due to local general
partners and affiliates 0 1,093,118
Decrease in due to local general
partners and affiliates (2,828,626) (1,463,834)
Decrease in accounts payable and
other liabilities 0 (1,349,270)
------------ ------------
Net cash used in investing activities (8,527,454) (26,736,340)
------------ ------------
See Accompanying Notes to Consolidated Financial Statements
5
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Decrease in Cash and Cash Equivalents
(continued)
(Unaudited)
==============================
Nine Months Ended
December 31,
------------------------------
1996 1995
------------------------------
Cash flows from financing activities:
Proceeds from mortgage notes 159,360 2,447,207
Principal payments of mortgage
notes (1,229,308) (211,197)
Proceeds from construction loans 6,279,465 12,531,142
Increase in due to general
partner and affiliates 0 26,342
Decrease in capitalization
of consolidated subsidiaries
attributable to minority interest (166,322) (224,216)
------------ ------------
Net cash provided by financing
activities 5,043,195 14,569,278
------------ ------------
Net decrease in cash and
cash equivalents (5,381,070) (12,180,797)
Cash and cash equivalents at
beginning of period 13,646,746 29,045,148
------------ ------------
Cash and cash equivalents at
end of period $ 8,265,676 $ 16,864,351
============ ============
Supplemental disclosure of noncash
investing and financing activities:
Capitalization of deferred
acquisition costs $ 0 $ 817,887
Property and equipment reclassified
from construction in progress 13,593,811 20,012,617
Conversion of construction notes
payable to mortgage notes payable 5,025,622 6,279,831
See Accompanying Notes to Consolidated Financial Statements
6
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 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").
As of December 31, 1996, the Partnership has acquired an interest in fifteen
Local Partnerships. The Partnership does not intend to acquire additional
properties. 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 decisions, the
Partnership has a controlling financial interest in the subsidiary local
partnerships.
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 December 31. All subsidiaries have fiscal
quarters ending September 30. Accounts of the subsidiaries have been adjusted
for intercompany transactions from October 1 through December 31.
7
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1996
(Unaudited)
Note 1 - General (continued)
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 approximately $9,000 and $6,000 and $16,000 and $7,000 for the three
and nine months ended December 31, 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 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 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 December 31, 1996, the Partnership has not recorded any
8
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1996
(Unaudited)
Note 1 - General (continued)
provisions for loss on 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 December 31, 1996, the results of operations for the three and
nine months ended December 31, 1996 and 1995 and changes in cash flows for the
nine months ended December 31, 1996 and 1995. However, the operating results for
the nine months ended December 31, 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.
9
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1996
(Unaudited)
Note 2 - Related Party Transactions (continued)
The General Partner and its affiliates perform services for the Partnership. The
costs incurred to related parties for the three and nine months ended December
31, 1996 and 1995 were as follows:
Three Months Ended Nine Months Ended
December 31, December 31,
1996 1995 1996 1995
-------- -------- -------- --------
Partnership
management
fees (a) $ 25,000 $137,708 $ 75,000 $409,550
Expense
reimburse-
ment (b) 39,405 25,818 90,021 71,362
Property
management
fees (c) 57,314 48,522 148,246 124,471
Local adminis-
trative fee (d) 3,000 3,000 9,000 11,000
-------- -------- -------- --------
$124,719 $215,048 $322,267 $616,383
======== ======== ======== ========
(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 from working capital reserves or 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).
Partnership management fees owed to the General Partner amounting to
approximately $ 102,000 and $27,000 were accrued and unpaid as of December 31,
1996 and March 31, 1996, respectively.
(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
10
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1996
(Unaudited)
Note 2 - Related Party Transactions (continued)
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 $102,848
and $78,524 and $279,479 and $219,572 for the three and nine months ended
December 31, 1996 and 1995, respectively. Of these fees, $57,314 and $48,522 and
$148,246 and $124,471 were incurred to affiliates of the subsidiary
partnerships' General Partners.
(d) Independence SLP, L.P., a special limited partner of the subsidiary
partnerships is entitled to receive a local administrative fee of up to $5,000
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.
11
<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 December 31, 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 $4,579,000 remains to be paid
(including approximately $1,468,000 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 nine
months ended December 31, 1996, approximately $5,061,000 was paid to Local
Partnerships, none of which was released from escrow. An additional $225,000 was
placed into escrow for purchase price payments during the nine months ended
December 31, 1996. 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 nine months ended December 31, 1996.
For the nine months ended December 31, 1996, cash and cash equivalents for the
Partnership and its fifteen consolidated Local Partnerships decreased
approximately $5,381,000 primarily due to cash used in operating activities
($1,897,000), an increase in construction in progress ($4,656,000), a decrease
in due to local general partners and affiliates relating to investing activities
($2,829,000), acquisitions of property and equipment ($729,000), an increase in
cash held in escrow relating to investing activities ($300,000) and an increase
in capitalization of consolidated subsidiaries attributable to minority interest
($166,000) which exceeded proceeds from mortgage and construction loans
($5,210,000). Included in the adjustments to reconcile the net loss to cash used
in operating activities is depreciation and amortization of approximately
$2,166,000.
12
<PAGE>
A working capital reserve in the original amount 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 December 31, 1996 and March 31,
1996 was approximately $495,000 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 December 31, 1996, 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.
13
<PAGE>
For discussion of contingencies affecting certain Local Partnerships, see Note 3
to the financial statements. 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 fifteen 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.
14
<PAGE>
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 estimated fair value. Through December
31, 1996, the Partnership has not recorded any provisions for loss on impairment
of assets or reduction to estimated fair value.
As of both December 31, 1996 and 1995, the Partnership had acquired an interest
in fifteen Local Partnerships, all of which were consolidated.
The Partnership's results of operations for the three and nine months ended
December 31, 1996 and 1995 consisted primarily of (1) approximately $48,000 and
$100,000 and $172,000 and $366,000, 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 fourteen of fifteen and ten of fifteen
consolidated Local Partnerships, respectively.
For the three and nine months ended December 31, 1996 as compared to 1995,
rental income and all categories of expenses except general and administrative,
general and administrative-related parties and real estate taxes 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 $84,000 and $270,000 for the three and nine
months ended December 31, 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 expenses decreased approximately
$58,000 and $187,000 for the three and nine months ended December 31, 1996 as
compared to 1995, primarily due to legal costs incurred during 1995 relating to
the Martha Bryant settlement of litigation. General and administrative-related
parties decreased approximately $90,000 and $294,000 for the three and nine
months ended December 31, 1996 as compared to 1995, pri-
15
<PAGE>
marily due to decreases in partnership management fees. Real estate taxes
decreased approximately $99,000 and $5,000 for the three and nine months ended
December 31, 1996 as compared to 1995, primarily due to a reduction in the tax
assessment at one Local Partnership for which the adjustment was made in the
third quarter of 1995.
For the three months ended December 31, 1996 and 1995, zero and one of the
Partnership's fifteen consolidated properties, respectively, completed
construction, and were in various stages of rent up. In addition, two and two of
the properties had completed construction in a previous fiscal quarter, and were
in various stages of rent up for the three months. Also, ten and six of the
properties had completed construction and were rented up in a previous fiscal
quarter. For the nine months ended December 31, 1996 and 1995, two and six of
the Partnership's fifteen consolidated properties, respectively, completed
construction, and were in various stages of rent up. In addition, zero and two
of the properties had completed construction in a previous fiscal year, and were
in various stages of rent up for the nine months. Also, ten and one of the
properties had completed construction and were fully rented up in a previous
fiscal year. As of the end of the three and nine months ended December 31, 1996
and 1995, three and six of the Partnership's fifteen consolidated properties,
respectively, were still under construction and four and eight of the
properties, respectively, had construction loans with commitments for permanent
financing as of December 31, 1996 and 1995.
16
<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.
17
<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: February 13, 1997
By: /s/ Alan P. Hirmes
------------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: February 13, 1997
By: /s/ Richard A. Palermo
------------------------
Richard A. Palermo,
Treasurer
(principal accounting officer)
18
<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>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 11,232,307
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,071,880
<PP&E> 107,993,693
<DEPRECIATION> 5,081,390
<TOTAL-ASSETS> 115,216,490
<CURRENT-LIABILITIES> 7,835,498
<BONDS> 61,112,061
0
0
<COMMON> 0
<OTHER-SE> 46,268,931
<TOTAL-LIABILITY-AND-EQUITY> 115,216,490
<SALES> 0
<TOTAL-REVENUES> 4,704,302
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,745,573
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,365,018
<INCOME-PRETAX> (2,406,289)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,406,289)
<EPS-PRIMARY> (40.32)
<EPS-DILUTED> 0
</TABLE>
