UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR
- - ------- 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR
- - ------- 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-37704-03
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)
<TABLE>
<CAPTION>
September 30, March 31,
1998 1998
------------- -------------
<S> <C> <C>
ASSETS
Property and equipment at cost,
net of accumulated depreciation
of $11,061,399 and $9,334,717,
respectively $ 96,019,600 $ 97,677,550
Cash and cash equivalents 2,237,146 2,651,208
Cash held in escrow 2,935,019 2,560,903
Deferred costs, net of accumulated
amortization of $339,604
and $290,022, respectively 470,968 520,550
Other assets 540,391 560,836
------------- -------------
Total assets $ 102,203,124 $ 103,971,047
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable $ 59,119,051 $ 59,280,374
Accounts payable and other
liabilities 1,653,591 1,566,693
Accrued interest 5,188,990 4,925,673
Due to local general partners and
affiliates 2,728,341 2,764,688
Due to general partner and
affiliates 552,540 274,463
------------- -------------
Total liabilities 69,242,513 68,811,891
------------- -------------
Minority interest 269,783 295,728
------------- -------------
Commitments and contingencies (Note 3)
Partners' capital:
Limited partners (58,928 BACs
issued and outstanding) 32,887,869 35,038,743
General partner (197,041) (175,315)
------------- -------------
Total partners' capital 32,690,828 34,863,428
------------- -------------
Total liabilities and partners' capital $ 102,203,124 $ 103,971,047
============= =============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
2
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
1998 1997 1998 1997
---------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues
Rental income $ 1,899,734 $ 1,873,538 $ 3,743,323 $ 3,739,350
Other income 48,777 58,507 100,658 125,013
----------- ----------- ----------- -----------
Total revenues 1,948,511 1,932,045 3,843,981 3,864,363
----------- ----------- ----------- -----------
Expenses
General and
administrative 512,510 535,083 969,025 963,929
General and
administrative-
related parties
(Note 2) 368,071 102,623 471,517 235,005
Repairs and
maintenance 383,276 375,458 765,871 660,290
Operating 181,910 149,135 403,687 509,187
Taxes 197,783 198,937 376,343 364,418
Insurance 120,905 115,792 261,345 266,582
Financial,
principally
interest 455,550 486,360 998,276 999,849
Depreciation and
amortization 920,609 957,917 1,776,264 1,809,332
----------- ----------- ----------- -----------
Total expenses 3,140,614 2,921,305 6,022,328 5,808,592
----------- ----------- ----------- -----------
Loss before
minority interest (1,192,103) (989,260) (2,178,347) (1,944,229)
Minority interest in
loss of subsidiary
partnerships 2,727 1,969 5,747 4,819
----------- ----------- ----------- -----------
Net loss $(1,189,376) $ (987,291) $(2,172,600) $(1,939,410)
=========== =========== =========== ===========
Net loss-limited
partners $(1,177,482) $ (977,418) $(2,150,874) $(1,920,016)
=========== =========== =========== ===========
Number of BACs
outstanding 58,928 58,928 58,928 58,928
=========== =========== =========== ===========
Net loss per BAC $ (19.98) $ (16.58) $ (36.50) $ (32.58)
=========== =========== =========== ===========
</TABLE>
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)
<TABLE>
<CAPTION>
Limited General
Total Partner Partner
------------ ------------ ---------
<S> <C> <C> <C>
Partners' capital -
April 1, 1998 $ 34,863,428 $ 35,038,743 $(175,315)
Net loss (2,172,600) (2,150,874) (21,726)
------------ ------------ ---------
Partners' capital -
September 30, 1998 $ 32,690,828 $ 32,887,869 $(197,041)
============ ============ =========
</TABLE>
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>
Six Months Ended
September 30,
1998 1997*
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,172,600) $(1,939,410)
----------- -----------
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities:
Depreciation and amortization 1,776,264 1,809,332
Minority interest in loss of
subsidiaries (5,747) (4,819)
Increase (decrease) in accounts
payable and other liabilities 86,898 (317,566)
Increase in accrued interest 263,317 582,315
Decrease (increase) in cash held
in escrow 187,042 (33,290)
Decrease in other assets 20,445 34,555
Increase in due to local general
partners and affiliates 10,717 9,334
Decrease in due to local general
partners and affiliates (47,064) (243,497)
Increase in due to
general partner and affiliates 278,077 12,625
----------- -----------
Total adjustments 2,569,949 1,848,989
----------- -----------
Net cash provided by (used in)
operating activities 397,349 (90,421)
----------- -----------
Cash flows from investing activities:
Improvements to property and
equipment (68,732) (247,719)
Increase in cash held
in escrow (561,158) (83,417)
Decrease in due to local general
partners and affiliates 0 (138,500)
----------- -----------
Net cash used in investing activities (629,890) (469,636)
----------- -----------
</TABLE>
*Reclassified for comparative purposes.
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)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
1998 1997*
----------- -----------
<S> <C> <C>
Cash flows from financing activities:
Proceeds from mortgage notes 0 217,895
Principal payments of mortgage
notes (161,323) (145,808)
Proceeds from construction loans 0 99,751
Principal payments on construction
loans 0 (428,826)
Increase in deferred costs 0 (24,382)
Decrease in capitalization
of consolidated subsidiaries
attributable to minority interest (20,198) (34,449)
----------- -----------
Net cash used in financing activities (181,521) (315,819)
----------- -----------
Net decrease in cash and
cash equivalents (414,062) (875,876)
Cash and cash equivalents at
beginning of period 2,651,208 4,622,176
----------- -----------
Cash and cash equivalents at
end of period $ 2,237,146 $ 3,746,300
=========== ===========
Supplemental disclosure of noncash
financing activities:
Conversion of construction notes
payable to mortgage notes
payable $ 0 $ 800,000
</TABLE>
*Reclassified for comparative purposes.
See Accompanying Notes to Consolidated Financial Statements.
6
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1998
(Unaudited)
Note 1 - General
Independence Tax Credit Plus L.P. II (a Delaware limited partnership) (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
("Tax Credit") enacted in the Tax Reform Act of 1986, some of which complexes
may also be eligible for the historic rehabilitation tax credit.
As of September 30, 1998, the Partnership has interests 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 partnerships and to
approve certain major operating and financial decisions, the Partnership has a
controlling financial interest in the subsidiary partnerships.
For financial reporting purposes, the Partnership's fiscal quarter ends
September 30. The Partnership's fiscal quarter ends September 30, in order to
allow adequate time for the subsidiary partnerships financial statements to be
prepared and consolidated. All subsidiaries have fiscal quarters ending June 30.
Accounts of the subsidiary partnerships have been adjusted for intercompany
transactions from July 1 through September 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 from and cash
distributions to the minority interest partners.
7
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1998
(Unaudited)
Such losses aggregated approximately $6,000 and $7,000, and $12,000 and 13,000
for the three and six months ended September 30, 1998 and 1997, respectively.
The Partnership's investment in each subsidiary is equal to the respective
subsidiary's partners' equity less minority interest capital, if any. Losses
attributable to minority interests which exceed the minority interests'
investment in a subsidiary partnership have been charged to the Partnership. In
consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted or condensed. These condensed financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K for the period ended March 31,
1998.
The 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 Partner 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 September 30, 1998, the results of operations for the three
and six months ended September 30, 1998 and 1997 and cash flows for the six
months ended September 30, 1998 and 1997. However, the operating results for the
six months ended September 30, 1998 may not be indicative of the results for the
year.
8
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1998
(Unaudited)
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 costs incurred to related parties for the three and six months ended
September 30, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Partnership manage-
ment fees (a) $260,500 $ 12,500 $273,000 $ 25,000
Expense reimburse-
ment (b) 35,955 22,486 54,955 75,089
Local administra-
tive fee (d) 8,000 5,000 16,000 10,000
-------- -------- -------- --------
304,455 39,986 343,955 110,089
-------- -------- -------- --------
Property manage-
ment fees incurred
to affiliates of
the subsidiary
partnerships'
general partners (c) 63,616 62,637 127,562 124,916
-------- -------- -------- --------
Total general and
administrative-
related parties $368,071 $102,623 $471,517 $235,005
======== ======== ======== ========
</TABLE>
(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
9
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1998
(Unaudited)
of cash flow). Partnership management fees owed to the General Partner amounting
to approximately $386,000 and $163,000 were accrued and unpaid as of September
30, 1998 and March 31, 1998, respectively. Without the General Partners'
advances and continued accrual without payment of certain fees and expense
reimbursements, the Partnership will not be in a position to meet its
obligations. The General Partners have continued advancing and allowing the
accrual without payment of these amounts but are under no obligation to continue
to do so.
(b) 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. Another
affiliate of the General Partner performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance.
(c) Property management fees incurred by the Local Partnerships amounted to
$136,590 and $141,478 and $285,777 and $261,724 for the three and six months
ended September 30, 1998 and 1997, respectively. Of these fees, $63,616 and
$62,637 and $127,562 and $124,916 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 material 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, 1998.
10
<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 include interest earned on proceeds
from the offering which were invested in tax-exempt money market instruments
pending final payments to Local Partnerships and a working capital reserve and
interest thereon. All these sources of funds are available to meet obligations
of the Partnership.
As of September 30, 1998, the Partnership has approximately $1,316,000 remaining
to be paid (including approximately $1,058,000 being held in escrow for six
Local Partnerships) 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 six months ended September 30, 1998,
approximately $599,000 was paid to Local Partnerships ($100,000 of which was
released from escrow). An additional $400,000 was placed into escrow for
purchase price payments during the six months ended September 30, 1998. 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.
For the six months ended September 30, 1998, cash and cash equivalents of the
Partnership and its fifteen consolidated Local Partnerships decreased
approximately $414,000 . This decrease is attributable to improvements to
property and equipment ($69,000), an increase in cash held in escrow from
investing activities ($561,000), principal payments from mortgage notes
($161,000), and a decrease in capitalization of consolidated subsidiaries
attributable to minority interest ($20,000) which exceeded cash provided by
operating activities ($397,000). Included in the adjustments to reconcile the
net loss to cash provided by operating activities is depreciation and
amortization of approximately $1,776,000.
At September 30, 1998 and March 31, 1998, there is a balance of approximately
$217,000 and $337,000 in the working capital reserves, respectively, which
includes amounts which may be required for potential purchase price adjustments
based on tax credit adjustor clauses. The General Partner believes that these
reserves, plus cash distributions received and to be received from the
operations of the Local Partnerships, will be sufficient to fund
11
<PAGE>
the Partnership's ongoing operations for the foreseeable future. During the six
months ended September 30, 1998 and 1997, amounts received from the operations
of the Local Partnership were approximately $0 and $700, respectively.
Management anticipates receiving distributions in the future, although not to a
level sufficient to permit providing cash distributions to the BACs holders.
Partnership management fees owed to the General Partner amounting to
approximately $386,000 and $163,000 were accrued and unpaid as of September 30,
1998 and March 31, 1998, respectively. Without the General Partners' advances
and continued accrual without payment of certain fees and expense
reimbursements, the Partnership will not be in a position to meet its
obligations. The General Partners have continued advancing and allowing the
accrual without payment of these amounts but are under no obligation to continue
to do so (see Note 2).
For a discussion of contingencies affecting certain Local Partnerships, see Note
3 to the financial statements. Since the maximum loss the Partnership would be
liable for is its net investment in the respective Local Partnerships, the
resolution of the existing contingencies is not anticipated to impact future
results of operations, liquidity or financial condition in a material way.
However, the Partnership's loss of its investment in a Local Partnership will
eliminate the ability to generate future Tax Credits from such Local Partnership
and may also result in recapture of Tax Credits, if the investment is lost
before the expiration of the compliance period.
Management has been in contact with all the Local Partnerships in the southeast
region and does not anticipate any significant increases to repairs and
maintenance due to the effect of Hurricane Georges on the portfolio.
Management is not aware of any trends or events, commitments or uncertainties
which have not otherwise been disclosed that 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
12
<PAGE>
Local Partnerships, all of which fully have their Tax Credits in place. The Tax
Credits are attached to the project for a period of ten years, and are
transferable with the property during the remainder of such ten-year period. If
the General Partner determined that a sale of a property is warranted, the
remaining Tax Credits would transfer to the new owner, thereby adding value to
the property on the market, which are not included in the financial statement
carrying amount.
Results of Operations
The Partnership's results of operations for the three and six months ended
September 30, 1998 and 1997 consisted primarily of the results of the
Partnership's investment in fifteen consolidated Local Partnerships. The
majority of Local Partnership income continues to be in the form of rental
income with the corresponding expenses being divided among operations,
depreciation and mortgage interest.
Rental income increased approximately 1% and less than 1% for the three and six
months ended September 30, 1998 as compared to the corresponding periods in 1997
primarily due to rental rate increases.
Other income decreased approximately $10,000 and $24,000 for the three and six
months ended September 30, 1998 as compared to the corresponding periods in 1997
primarily due to the decrease in interest income as a result of the release of
proceeds to the Local Partnerships.
Total expenses excluding general and administrative-related parties, repairs and
maintenance and operating remained fairly consistent with decreases of
approximately 4% and 1% for the three and six months ended September 30, 1998 as
compared to the corresponding periods in 1997.
General and administrative-related parties increased approximately $265,000 and
$237,000 for the three and six months ended September 30, 1998 as compared to
the corresponding periods in 1997 primarily due to an increase in partnership
management fees payable to the General Partner.
Repairs and maintenance increased approximately $106,000 for the six months
ended September 30, 1998 as compared to the corresponding period in 1997
primarily due to painting and landscaping expenses at one Local Partnership, an
increase in salaries
13
<PAGE>
at a second Local Partnership as well as small increases at two other Local
Partnerships.
Operating increased and (decreased) approximately $33,000 and ($106,000) for the
three and six months ended September 30, 1998 as compared to the corresponding
periods in 1997. The increase for the three months is primarily due to an
increase in utilities at two Local Partnerships. The decrease for the six months
is primarily due to the non-recurring payment of five years of water bills in
the first quarter of 1997 at one Local Partnership.
Year 2000 Compliance
The Partnership utilizes the computer services of an affiliate of the General
Partner. The affiliate of the General Partner is in the process of upgrading its
computer information systems to be year 2000 compliant and beyond. The Year 2000
compliance issue concerns the inability of a computerized system to accurately
record dates after 1999. The affiliate of the General Partner recently underwent
a conversion of its financial systems applications and is in the process of
upgrading and testing the in house software and hardware inventory. The
workstations that experienced problems from this process were corrected with an
upgrade patch. The affiliate of the General Partner has incurred costs of
approximately $1,000,000 to date and estimates the total costs to be
approximately $2,000,000. These costs are not being charged to the Partnership.
In regard to third parties, the Partnership's General Partner is in the process
of evaluating the potential adverse impact that could result from the failure of
material service providers to be year 2000 compliant. A detailed survey and
assessment of third party readiness will be sent to material third parties in
the fourth quarter of 1998. The results of the surveys will be compiled in early
1999. No estimate can be made at this time as to the impact of the readiness of
such third parties. The Partnership's General Partner plans to have these issues
fully assessed by early 1999, at which time the risks will be addressed and a
contingency plan will be implemented if necessary.
14
<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:
(3A) Agreement of Limited Partnership of Independence Tax Credit
Plus L.P. II as adopted on February 11, 1992*
(3B) Form of Amended and Restated Agreement of Limited
Partnership of Independence Tax Credit Plus L.P. II, attached to the Prospectus
as Exhibit A**
(3C) Certificate of Limited Partnership of Independence Tax
Credit Plus L.P. II as filed on February 11, 1992*
(10A) Form of Subscription Agreement attached to the Prospectus
as Exhibit B**
(10B) Escrow Agreement between Independence Tax Credit Plus L.P.
II and Bankers Trust Company*
(10C) Form of Purchase and Sales Agreement pertaining to the
Partnership's acquisition of Local Partnership Interests*
(10D) Form of Amended and Restated Agreement of Limited
Partnership of Local Partnerships*
(27) Financial Data Schedule (filed herewith).
*Incorporated herein as an exhibit by reference to exhibits filed
with Post-Effective Amendment No. 4 to the Registration Statement on Form S-11
(Registration No. 33-37704)
15
<PAGE>
**Incorporated herein as an exhibit by reference to exhibits
filed with Post-Effective Amendment No. 8 to the Registration Statement on Form
S-11 (Registration No. 33-37704)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of 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., General Partner
By: RELATED INDEPENDENCE
ASSOCIATES INC., General Partner
Date: November 11, 1998
By: /s/ Alan P. Hirmes
--------------------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: November 11, 1998
By: /s/ Glenn F. Hopps
--------------------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted from the financial
statements for 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> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-1-1998
<PERIOD-END> SEP-30-1998
<CASH> 5,172,165
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 540,391
<PP&E> 107,080,999
<DEPRECIATION> 11,061,399
<TOTAL-ASSETS> 102,203,124
<CURRENT-LIABILITIES> 10,123,462
<BONDS> 59,119,051
0
0
<COMMON> 0
<OTHER-SE> 32,960,611
<TOTAL-LIABILITY-AND-EQUITY> 102,203,124
<SALES> 0
<TOTAL-REVENUES> 3,843,981
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,024,052
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 998,276
<INCOME-PRETAX> (2,178,347)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,178,347)
<EPS-PRIMARY> (36.50)
<EPS-DILUTED> 0
</TABLE>
