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 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
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Limited Partnership Interests and Beneficial Assignment
Certificates
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 ____
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 contained, to the best of registrant's
knowledge, in definitive proxy or information 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 84
Page 1 of 97
<PAGE>
PART I
Item 1. Business.
General
Independence Tax Credit Plus L.P. II (the "Partnership") is a
limited partnership which was formed under the laws of the State
of Delaware on February 11, 1992. The general partner of the
Partnership is Related Independence Associates L.P., a Delaware
limited partnership (the "General Partner"). The general
partner of the General Partner is Related Independence
Associates Inc., a Delaware corporation ("RIAI").
On January 19, 1993, the Partnership commenced a public offering
(the "Offering") of Beneficial Assignment Certificates ("BACs")
representing assignments of limited partnership interests in the
Partnership ("Limited Partnership Interests"). As of March 31,
1999, the Partnership had received $58,928,000 of gross proceeds
of the Offering (the "Gross Proceeds") from 3,475 investors
("BACs holders"). The Offering was terminated on April 7, 1994.
The Partnership's business is primarily to invest in other
partnerships ("Local Partnerships") 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's investment in each Local
Partnership represents 98.99% of the partnership interests in
the Local Partnership. As of March 31, 1999, the Partnership
had acquired interests in fifteen Local Partnerships and does
not anticipate making any additional investments. As of March
31, 1999, approximately $47,000,000 (not including acquisition
fees of approximately $3,502,000) of net proceeds has been
invested in fifteen Local Partnerships of which approximately
$890,000 remains to be paid to the Local Partnerships, as
certain benchmarks such as occupancy levels must be attained
prior to the release of such funds. The Partnership does not
intend to acquire additional properties, however, the
Partnership may be required to pay for potential purchase price
adjustments based on tax credit adjustor clauses. See Item 2.
Properties, below.
Investment Objectives/Government Incentives
The Partnership was formed to invest in Apartment Complexes that
are eligible for the Housing Tax Credit enacted in the Tax
Reform Act of 1986. Some Apartment Complexes may also be
eligible for Historic Tax Credits. The investment objectives of
the Partnership are described below.
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 leased to
qualified tenants; 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 disposition of the Properties.
4. Allocate passive losses to individual BACs holders to offset
passive income that they may realize from rental real estate
investments and other passive 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 restriction, 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 Partnership 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.
Competition
The real estate business is highly competitive and substantially
all of the properties acquired by the Partnership are expected
to have active competition from similar properties in their
respective vicinities. Various other limited partnerships may,
in the future, be formed by the General Partner 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 performed for the Partnership by the 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 connection with the performance by their employees
of services for the Partnership 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
fifteen Local Partnerships as of March 31, 1999. Set forth
below is a schedule of the Local Partnerships including certain
information concerning their respective Apartment Complexes (the
"Local Partnership Schedule"). Further information concerning
these Local Partnerships and their properties, including any
encumbrances affecting the properties, 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>
Lincoln Renaissance
Reading, PA (52) April 1993 90% 98% 100% 98% 100%
United Germano-Millgate
Limited Partnership
Chicago, IL (350) October 1993 98% 98% 98% 98% 98%
Mansion Court Associates
Philadelphia, PA (30) November 1993 97% 100% 93% 100% 100%
Derby Run Associates, L.P.
Hampton, VA (160) February 1994 82% 71% 94% 95% 96%
Renaissance Plaza '93
Associates , L.P.
Baltimore, MD (95) February 1994 99% 99% 99% 98% 83%(1)
Tasker Village Associates
Philadelphia, PA (28) May 1994 93% 96% 93% 100% 0%(1)
Martha Bryant Manor, L.P.
Los Angeles, CA (77) September 1994 93% 95% 92% 0%* 0%*
Colden Oaks
Limited Partnership
Los Angeles, CA (38) September 1994 100% 92% 95% 97% 100%
Brynview Terrace, L.P.
Los Angeles, CA (8) September 1994 100% 100% 100% 0%* 0%*
NLEDC, L.P.
Los Angeles, CA (43) September 1994 98% 95% 93% 93% 0%*
Creative Choice
Homes VI, Ltd.
Miami, FL (102) September 1994 100% 98% 98% 98% 0%*
P&P Homes for the
Elderly, L.P.
Los Angeles, CA (107) September 1994 97% 95% 68%(1) 0%* 0%*
Clear Horizons
Limited Partnership
Shreveport, LA (84) December 1994 96% 90% 93% 95% 100%
Neptune Venture, L.P.
Neptune Township, NJ (99) April 1995 99% 98% 100% 35%(1)
Affordable Green Associates L.P.
New York, NY (41) April 1995 100% 100% 100% 100%
*Properties in construction phase
(1) Properties in rent-up phase.
</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 applies) comprise less than 5% of the rental
revenues of the Partnership. Maximum allowable rents for the
residential units are determined annually by HUD.
Management continuously reviews the physical state of the
properties and suggests to the respective Local General Partners
budget improvements which are generally funded from cash flow
from operations or release of replacement reserve escrows.
Management continuously reviews the insurance coverage of the
properties and believes 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 determined 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.
In connection with investments in development-stage Apartment
Complexes, the General Partner generally required that the
general partners of the Local Partnerships ("Local General
Partners") provide completion guarantees and/or undertake to
repurchase the Partnership's interest in the Local Partnership
if construction or rehabilitation was not completed
substantially on time or on budget ("Development Deficit
Guarantees"). The Development Deficit Guarantees generally also
required the Local General Partner to provide any funds
necessary to cover net operating deficits of the Local
Partnership until such time as the Apartment Complex had
achieved break-even operations. The General Partner generally
required that the Local General Partners undertake an obligation
to fund operating deficits of the Local Partnership (up to a
stated maximum amount) during a limited period of time
(typically three to five years) following the achievement of
break-even operations ("Operating Deficit Guarantees"). Under
the terms of the Development and Operating Deficit Guarantees,
amounts funded have been treated as Operating Loans which will
not bear interest and which will be repaid only out of 50% of
available cash flow or out of available net sale or refinancing
proceeds. In some instances, the Local General Partners are
required to undertake an obligation to comply with a Rent-Up
Guaranty Agreement, whereby the Local General Partner agrees to
pay liquidating damages if predetermined occupancy rates are not
achieved. These payments are made without right of repayment.
In cases where the General Partner deems it appropriate, the
obligations of a Local General Partner under the Development
Deficit (all of which have expired as of March 31, 1999),
Operating Deficit (all current operating deficits expire within
the next two years) and/or Rent-Up Guarantees (all rent-up
deficit guarantees expire within the next year) are secured by
letters of credit and/or cash escrow deposits.
Housing 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 Partnership 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 period are not available to
the Partnership.
Item 3. Legal Proceedings.
None.
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
58,928 Limited Partnership Interests, each representing a $1,000
capital contribution to the Partnership, or an aggregate capital
contribution of $58,928,000 before volume discounts of $2,000.
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 58,928 BACs to the
purchasers thereof for an aggregate purchase price of
$58,928,000 reduced by volume discounts of $2,000. 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 acquired are not thereafter
convertible into BACs.
Neither the BACs nor the Limited Partnership Interests are
traded on any established 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. Implementation of the restrictions should
prevent a public trading market from developing and may
adversely affect the ability of an investor to liquidate his or
her investment quickly. It is expected that these procedures
will remain in effect until such time, if ever, as further
revision of the Revenue Act of 1987 may permit the Partnership
to lessen the scope of the restrictions.
As of March 31, 1999, the Partnership has approximately 3,475
registered holders of an aggregate of 58,928 BACs.
All of the Partnership's general partnership interests,
representing an aggregate 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. However, 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 Partnership. Additional financial information is set
forth in the audited consolidated financial statements in Item 8
hereof.
<CAPTION>
OPERATIONS
Year Ended March 31,
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Revenues $7,932,980 $7,905,546 $6,663,351 $5,325,045 $2,433,861
Operating
expenses (12,665,156) (13,202,649) (10,687,879) (8,277,953) (3,634,184)
Loss on
impairment
of assets 0 (3,925,514) 0 0 0
Loss before
minority
interest (4,732,176) (9,222,617) (4,024,528) (2,952,908) (1,200,323)
Minority interest
in loss of
subsidiaries 11,063 10,710 8,916 8,519 7,160
Net loss $(4,721,113) $(9,211,907) $(4,015,612) $(2,944,389) $(1,193,163)
Net loss per
weighted
average
BAC $(79.32) $(154.76) $(67.46) $(49.47) $(20.06)
<CAPTION>
FINANCIAL POSITION
March 31,
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Total
assets $99,844,837 $103,971,047 $112,831,500 $116,928,522 $104,107,965
Total
liabilities $69,550,289 $68,811,891 $68,438,976 $68,086,980 $52,049,809
Minority
interest $152,233 $ 295,728 $317,189 $750,595 $1,022,820
Total
partners'
capital $30,142,315 $34,863,428 $44,075,335 $48,090,947 $51,035,336
</TABLE>
During the year ended March 31, 1999, total assets decreased
primarily due to depreciation partially offset by improvement to
property and equipment. During the year ended March 31, 1998,
total assets decreased primarily due to depreciation, loss on
impairment of assets and the repayments of amounts due to local
general partners and affiliates, partially offset by
improvements to property and equipment. During the year ended
March 31, 1997, total assets decreased primarily due to a
decrease in cash and cash equivalents resulting from
construction in progress and acquisitions of property and
equipment in excess of net proceeds from mortgage and
construction loans and also the repayments of amounts due to
local general partners and affiliates. This decrease in cash
and cash equivalents was partially offset by the increase in
construction in progress and acquisitions of property and
equipment net of depreciation. During the years ended March 31,
1996 and 1995, total assets and liabilities increased primarily
due to the continued acquisition of Local Partnerships.
Property and equipment increased approximately $37,000,000 and
$22,000,000 for the years ended March 31, 1996 and 1995,
respectively. Construction in progress decreased approximately
$19,000,000 and $4,000,000 for the years ended March 31, 1997
and 1996, respectively, and increased approximately $19,000,000
for the year ended March 31, 1995. Construction notes increased
approximately $18,000,000 for the year ended March 31, 1995.
Due to local general partner and affiliates increased
approximately $6,000,000 for the year ended March 31, 1995 (Note
8). For the year ended March 31, 1996, the increase in property
and equipment and construction in progress was partially funded
by capital contributions made to the Local Partnerships
resulting in a decrease in cash and cash equivalents. For the
years ended March 31, 1997 and 1996, minority interest decreased
due to distributions received by the local general partners.
Minority interest increased due to capital contributions from
local general partners for the year ended March 31, 1995.
Cash Distributions
The Partnership has made no distributions to the BACs holders as
of March 31, 1999.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
General
The Partnership's primary source of funds includes 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 March 31, 1999, the Partnership has invested approximately
$47,000,000 (not including acquisition fees of approximately
$3,502,000) of net proceeds in fifteen Local Partnerships of
which approximately $890,000 remains to be paid (including
approximately $631,000 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 year ended March 31,
1999, approximately $993,000 was paid (of which approximately
$527,000 was released from escrow). An additional $400,000 was
placed into escrow for purchase price payments during the year
ended March 31, 1999. 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 were no such adjustments during the
year ended March 31, 1999.
For the Fiscal Year ended March 31, 1999, cash and cash
equivalents for the Partnership and its fifteen consolidated
Local Partnerships decreased approximately $1,600,000. This
decrease is due to a net decrease in due to local general
partners and affiliates relating to investing and financing
activities ($967,000), improvements to property and equipment
($977,000), net principal payments of mortgage notes ($175,000),
a decrease in cash held in escrow from investing activities
($93,000) and a decrease in capitalization of consolidated
subsidiaries attributable to minority interest ($132,000) which
exceeded cash provided by operating activities ($745,000).
Included in the adjustments to reconcile the net loss to cash
provided by operating activities is depreciation and
amortization ($3,603,000).
At March 31, 1999, there is a balance of approximately $169,000
in the working capital reserve. The General Partner believes
that these reserves, plus cash distributions received from the
operations of the Local Partnerships, will be sufficient
(subject to the continued deferral of fees payable to the
General Partner) to fund the Partnership's ongoing operations
for the foreseeable future. During the years ended March 31,
1999, 1998 and 1997, respectively, amounts received from
operations of the Local Partnerships were approximately
$66,000, $52,000 and $0. Management anticipates receiving
distributions in the future, although not to a level sufficient
to permit providing cash distributions to BACs holders.
Partnership management fees owed to the General Partner amounting
to approximately $659,000 and $164,000 were accrued and unpaid as
of March 31, 1999 and 1998, respectively (see Note 8).
Partnership management fees owed to the General Partner amounting
to approximately $522,000 and $163,000 were accrued. 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
Partner has continued advancing and allowing the accrual without
payment of these amounts but is under no obligation to continue
to do so.
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, $3,572,000 of
which has expired as of March 31, 1999. As of March 31, 1999
and 1998, $356,207 and $278,908 has been funded under the
Operating Deficit Guaranty agreements. All current operating
deficit guarantees expire within the next two years. Management
does not expect their expiration to have a material impact on
liquidity, based on prior years' fundings.
For discussion of contingencies affecting certain Local
Partnerships, see Results of Operations of Certain Local
Partnerships, below. Since the maximum loss the Partnership
would be liable for is its net investment in the respective
subsidiary 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
expiration of the credit period.
Except as described above, 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 for 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 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
Property and equipment to be held and used are carried at cost
which includes the purchase price, acquisition fees and
expenses, construction period interest 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 maintenance 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 recorded when management estimates amounts recoverable
through future operations 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).
Through March 31, 1999, the Partnership has recorded
approximately $3,926,000 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 net
loss for the 1997 Fiscal Year includes a loss on impairment of
assets of approximately $3,926,000 (see Note 4 in Item 8.
Financial Statements and Supplementary Data).
The net loss for the 1998, 1997 and 1996 Fiscal Years totaled
$4,721,113, $9,211,907 and $4,015,612, respectively.
The Partnership and BACs holders began to recognize 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 $8,806,766, $8,533,019
and $6,478,391 of Housing Tax Credits and $0, $0 and $37,112 of
Historic Tax Credits during the 1998, 1997 and 1996 tax years,
respectively.
1998 vs. 1997
The Partnership's results of operations for the 1998 and 1997
Fiscal Years 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 less than 1% for the year ended March
31, 1999 as compared to 1998 primarily due to rental rate
increases.
Other income decreased approximately $38,000 for the year ended
March 31, 1999 as compared to 1998 primarily due to lower cash
and cash equivalent balances at the Partnership level.
Total expenses, excluding general and administrative-related
parties, insurance, financial interest and loss on impairment of
assets remained fairly consistent with a decrease of less than
1% for the year ended March 31, 1999 as compared to 1998.
General and administrative-related parties increased
approximately $478,000 for the year ended March 31, 1999 as
compared to 1998 primarily due to an increase in Partnership
management fees payable to the General Partner.
Insurance expense decreased approximately $89,000 for the year
ended March 31, 1999 as compared to 1998 primarily due to a
reduction in coverage at two Local Partnerships, a change in the
insurance carrier at a third Local Partnership and a reduction
in insurance premium at a fourth Local Partnership.
Financial interest expense decreased approximately $925,000 for
the year ended March 31, 1999 as compared to 1998 primarily due
to an over accrual of interest at one Local Partnership for the
year ended March 31, 1998.
A loss on impairment of assets amounting to $3,926,000 was
recorded at one Local Partnership for the year ended March 31,
1998.
1997 vs. 1996
The Partnership's results of operations for the 1997 and 1996
Fiscal Years consisted primarily of (1) approximately $75,000
and $198,000, respectively, of tax-exempt interest income earned
on funds not invested in Local Partnerships and (2) the results
of the Partnership's investment in fifteen consolidated Local
Partnerships.
For the year ended March 31, 1998 as compared to 1997, rental
income and all categories of expenses increased and the results
of operations are not comparable due to the rent-up of the
properties. In addition, interest income will continue to
decrease in future periods as proceeds are released to the Local
Partnerships. Other income decreased approximately $105,000 as
compared to 1997 primarily due to a decrease in interest income
as a result of the release of proceeds to the Local
Partnerships. For the years ended March 31, 1998 and 1997, zero
and five of the Partnership's fifteen consolidated properties,
respectively, completed construction and were in various stages
of rent up. In addition for the years ended March 31, 1998 and
1997, thirteen and ten of the properties had completed
construction and were rented up in a previous fiscal year. As
of March 31, 1998 and 1997, none of the Partnership's fifteen
consolidated properties were still under construction and zero
and four of the properties, respectively, had construction loans
with commitments for permanent financing.
Results of Operations of Certain Local Partnerships
Clear Horizons Limited Partnership
At December 31, 1998, Clear Horizons Limited Partnership ("Clear
Horizons") current liabilities exceed its current assets by over
$123,000. Although this condition could raise substantial doubt
about Clear Horizons' ability to continue as a going concern,
such doubt is alleviated as follows:
1. Included in current liabilities at December 31, 1998, is
$129,444 owed to related parties who have advised Clear Horizons
that they do not intend to pursue collection beyond Clear
Horizons' ability to pay.
2. The Local General Partner of Clear Horizons has agreed to
fund operating deficits up to $250,000.
Accordingly, management believes that Clear Horizons has the
ability to continue as a going concern for at least one year
from December 31, 1998.
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 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 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 affiliates of the General Partner are 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 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 was sent to material
third parties in the fourth quarter of 1998. The Partnership has
received assurances from a majority of the material service
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 relies heavily
on third parties and is vulnerable to the failures of third
parties 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 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 financing
viability of one or more of the Local Partnerships.
There also are substantial risks associated with the operation
of Apartment Complexes receiving government assistance. These
include governmental regulations concerning tenant eligibility,
which may make it more difficult to rent apartments in the
complexes; difficulties in obtaining government approval 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 Development 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 as, for example, for such items as
fuel, utilities and labor.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk.
Not applicable.
<PAGE>
Item 8. Financial Statements and Supplementary Data.
Sequential
Page
(a) 1. Consolidated Financial Statements
Independent Auditors' Report 15
Consolidated Balance Sheets at
March 31, 1999 and 1998 63
Consolidated Statements of Operations
for the Years Ended March 31, 1999,
1998 and 1997 64
Consolidated Statements of Changes in Partners'
Capital for the Years Ended March 31, 1999, 1998 and
1997 65
Consolidated Statements of Cash Flows for the Years
Ended March 31, 1999, 1998 and 1997 66
Notes to Consolidated Financial Statements 68
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Independence Tax Credit Plus L.P. II and Subsidiaries
(A Delaware Limited Partnership)
We have audited the consolidated balance sheets of Independence
Tax Credit Plus L.P. II and Subsidiaries (a Delaware Limited
Partnership) as of March 31, 1999 and 1998, nad the related
consolidated statements of operations, changes in partners'
capital, and cash flows for the years ended March 31, 1999, 1998
and 1997 (the 1998, 1997 and 1996 Fiscal Years, respectively).
The financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits. We
did not audit the financial statements for fifteen (Fiscal 1998,
1997 and 1996) subsidiary partnerships whose losses aggregated
$3,860,136, $8,886,716 and $3,792,023 for the 1998, 1997 and
1996 Fiscal Years, respectively, and whose assets constituted
96% and 95% of the Partnership's assets at March 31, 1999 and
1998, respectively, presented in the accompanying consolidated
financial statements. The financial statements 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 relates to the amounts included
for these subsidiary partnerships, is based solely upon the
reports of the other auditors.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material 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 estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, based upon our audits, and the reports of other
auditors the accompanying consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of Independence Tax Credit Plus L.P. II 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 accepted
accounting principles.
Trien Rosenberg Rosenberg
Weinberg Ciullo & Fazzari, LLP
New York, New York
May 27, 1999
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<CAPTION>
March 31,
1999 1998
<S> <C> <C>
Property and
equipment net,
less accumulated
depreciation
(Notes 2, 4 and 7) $ 95,123,555 $ 97,677,550
Cash and
cash equivalents
(Notes 2, 3 and 10) 1,051,505 2,651,208
Cash held in escrow
(Notes 3 and 5) 2,487,110 2,560,903
Deferred costs, less
accumulated amortization
(Notes 2 and 6) 425,212 520,550
Other assets 757,455 560,836
$ 99,844,837 $103,971,047
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage
notes payable
(Note 7) $ 59,105,602 $ 59,280,374
Accounts payable
and other
liabilities 1,304,205 1,566,693
Accrued
interest 6,449,318 4,925,673
Due to local
general partners and
affiliates
(Note 8) 1,839,744 2,764,688
Due to general
partner and
affiliates
(Note 8) 851,420 274,463
69,550,289 68,811,891
Minority
interests 152,233 295,728
Commitments and
contingencies
(Notes 7, 8 and 10)
Partners'
capital:
Limited
partners
(58,928 BACs
issued and
outstanding) 30,364,841 35,038,743
General partner (222,526) (175,315)
Total partners'
capital 30,142,315 34,863,428
Total liabilities
and partners'
capital $ 99,844,837 $103,971,047
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
Year Ended March 31,
1999 1998 1997
<S> <C> <C> <C>
Revenues
Rental income $ 7,641,654 $ 7,576,204 $ 6,228,770
Other income 291,326 329,342 434,581
7,932,980 7,905,546 6,663,351
Expenses
General and
administrative 2,240,191 2,249,869 1,763,480
General and
administrative-related parties
(Note 8) 932,889 454,756 422,058
Repairs and
maintenance 1,604,008 1,574,825 1,311,272
Operating 869,450 964,586 761,402
Taxes 661,155 670,869 564,263
Insurance 434,484 523,826 459,725
Financial,
principally
interest 2,319,601 3,244,578 2,345,048
Depreciation and
amortization 3,603,378 3,519,340 3,060,631
Loss on impairment
of assets
(Note 4) 0 3,925,514 0
Total expenses 12,665,156 17,128,163 10,687,879
Loss before
minority
interest (4,732,176) (9,222,617) (4,024,528)
Minority interest
in loss of
subsidiary
partnerships 11,063 10,710 8,916
Net loss $ (4,721,113) $ (9,211,907) $ (4,015,612)
Net loss -
limited partners $ (4,673,902) $ (9,119,788) $ (3,975,456)
Weighted average
number of BACs
outstanding 58,928 58,928 58,928
Net loss per
BAC $ (79.32) $ (154.76) $ (67.46)
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<CAPTION>
Limited General
Total Partners Partner
<S> <C> <C> <C>
Partners' capital-
April 1, 1996 $48,090,947 $48,133,987 $ (43,040)
Net loss (4,015,612) (3,975,456) (40,156)
Partners' capital-
March 31, 1997 44,075,335 44,158,531 (83,196)
Net loss (9,211,907) (9,119,788) (92,119)
Partners' capital-
March 31, 1998 34,863,428 35,038,743 (175,315)
Net loss (4,721,113) (4,673,902) (47,211)
Partners' capital-
March 31, 1999 $30,142,315 $30,364,841 $(222,526)
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
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 $ (4,721,113) $ (9,211,907) $ (4,015,612)
Adjustments to
reconcile net loss
to net cash
provided by
(used in)
operating
activities:
Depreciation and
amortization 3,603,378 3,519,340 3,060,631
Loss on impairment
of assets 0 3,925,514 0
Minority interest
in loss of subsidiary
partnerships (11,063) (10,710) (8,916)
(Increase) decrease
in assets:
Cash held in
escrow 190,263 79,478 (227,751)
Other assets (196,619) (133,424) 7,382
Increase
(decrease) in
liabilities:
Accounts payable
and other
liabilities (262,488) (146,096) (1,795,533)
Accrued
interest 1,523,645 1,689,348 1,174,918
Increase in due to
local general partners
and affiliates 90,141 59,825 57,374
Decrease in due to
local general partners
and affiliates (47,614) (21,489) (152,491)
Due to general partner
and affiliates 576,957 82,727 142,981
Total
adjustments 5,466,600 9,044,513 2,258,595
Net cash provided by
(used in)
operating
activities 745,487 (167,394) (1,757,017)
Cash flows from
investing activities:
Improvements to
property and
equipment (977,148) (693,694) (87,591)
Increase in
construction in
progress 0 0 (7,547,901)
(Decrease) increase
in cash held in
escrow (93,367) 227,455 13,834
Increase in deferred
costs 0 0 (83,617)
Increase in due to
local general partners
and affiliates 12,721 278,606 581,206
Decrease in due to
local general partners
and affiliates 1,040,768) (1,126,883) (2,662,155)
Net cash used in
investing
activities (2,098,562) (1,314,516) (9,786,224)
Cash flows from
financing activities:
Proceeds from
mortgage notes 169,689 4,220,575 302,275
Principal payments of
mortgage notes (344,461) (488,360) (427,742)
Proceeds from
construction loans 0 306,635 7,994,639
Principal payments of
construction loans 0 (4,620,557) (3,909,635)
Increase in due to
local general partners
and affiliates 178,981 326,443 215,006
Decrease in due to
local general partners
and affiliates (118,405) (187,859) (1,168,847)
Increase in deferred
costs 0 (35,184) (62,535)
Decrease in
capitalization of
consolidated
subsidiaries
attributable to
minority
interest (132,432) (10,751) (424,490)
Net cash (used in)
provided by financing
activities (246,628) (489,058) 2,518,671
Net decrease
in cash and cash
equivalents (1,599,703) (1,970,968) (9,024,570)
Cash and
cash equivalents
at beginning
of year 2,651,208 4,622,176 13,646,746
Cash and
cash equivalents
at end of
year $ 1,051,505 $ 2,651,208 $ 4,622,176
Supplemental disclosure
of cash flows
information:
Cash paid during
the year for
interest $ 1,295,973 $ 1,088,536 $ 1,124,869
Supplemental disclosures
of noncash investing
and financing
activities:
Property and equipment
reclassified to cash
held in escrow $ 23,103 $ 0 $ 0
Property and equipment
reclassified from
construction in
progress 0 0 26,669,724
Conversion of
construction
notes payable
to mortgage
notes payable 0 15,748,803 2,237,128
*Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
NOTE 1 - General
Independence Tax Credit Plus L.P. II (a Delaware limited
partnership) (the "Partnership") was organized on February 11,
1992 and commenced the 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.
The Partnership has interests in fifteen subsidiary partnerships
as of March 31, 1999.
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 March 31, 1999, the
Partnership had raised a total of $58,928,000 representing
58,928 BACs. The offering was terminated on April 7, 1994.
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, allocated 99% to the limited partners
and BACs holders and 1% to the general partner.
NOTE 2 - Summary of Significant Accounting Policies
a) Basis of Consolidation
The consolidated financial statements include the accounts of
the Partnership and fifteen subsidiary partnerships in which the
Partnership is the principal limited partner, with an ownership
interest of 98.99%. 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. All intercompany accounts and
transactions with the subsidiary partnerships have been
eliminated in consolidation.
For financial reporting purposes, the Partnership's fiscal year
ends on 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 accounting
principles. All subsidiaries have fiscal years ending December
31. Accounts of the subsidiaries have been adjusted for
intercompany transactions from January 1 through March 31.
Increases (decreases) in the capitalization of consolidated
subsidiaries attributable to minority interest arises from cash
contributions and cash distributions to the minority interest
partners.
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 interest which
exceed the minority interests' investment in a subsidiary
partnership have been charged to the Partnership. Such losses
aggregated approximately $29,000, $80,000 and $30,000 for the
years ended March 31, 1999, 1998 and 1997 (the 1998, 1997 and
1996 Fiscal Years), respectively. In consolidation, all
subsidiary partnership losses are included in the Partnership's
capital account except for losses allocated to minority interest
capital.
b) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in banks,
and investments in short-term highly liquid instruments
purchased with original maturities of three months or less.
Cash held in escrow has various use restrictions and is not
considered a cash equivalent.
c) 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 interest 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 maintenance 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 recorded when management estimates amounts recoverable
through future operations 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).
Through March 31, 1999, the Partnership has recorded a loss on
impairment of assets of approximately $3,926,000.
d) 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 (Note 9).
e) Organization and Offering Costs
Costs incurred to organize the Partnership, including but not
limited to legal, accounting and registration fees, are
considered deferred organization expenses. These costs are
capitalized and are being amortized over a 60-month period.
Costs incurred to sell BACs, including brokerage and the
nonaccountable expense allowance, are considered selling and
offering expenses. These costs are charged directly to limited
partners' capital (Note 8).
f) Loss Contingencies
The Partnership records loss contingencies as a charge to income
when information 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 financial statements and the
amount of loss can be reasonably estimated.
g) 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.
h) Recent Pronouncements
In April 1998, the AICPA issued S0P No. 98-5 "Reporting on the
Costs of Start-Up Activities." S0P No. 98.5, which will be
adopted effective April 1, 1999, requires that costs of start-up
activities including organizational costs be expensed as
incurred. In addition, at the time of adoption the unamortized
balance of any previously deferred organizational costs must be
expensed. This adoption will have no material effect on the
result of operations or financial condition for the 1999 Fiscal
year as the unamortized balance is immaterial to the financial
statements.
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 $ 1,175,000 $ 1,175,000 $ 1,235,000 $ 1,235,000
Not
Practicable $57,930,602 * $58,045,374 *
</TABLE>
*Management believes it is not practical to estimate the fair
value of the 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 disclosure approximates fair value.
<TABLE>
NOTE 4 - Property and Equipment
The components of property and equipment and their estimated
useful lives are as follows:
<CAPTION>
Estimated
March 31, Useful Lives
1999 1998 (Years)
<S> <C> <C> <C>
Land $ 6,228,836 $ 6,228,836 -
Building and
improvements 100,692,548 99,769,605 10-40
Furniture and
fixtures 1,044,928 1,013,826 5-10
107,966,312 107,012,267
Less:
Accumulated
depreciation (12,842,757) (9,334,717)
$ 95,123,555 $ 97,677,550
</TABLE>
Included in property and equipment is $3,501,977 of acquisition
fees paid to the General Partner and $867,942 of acquisition
expenses as of March 31, 1999 and 1998.
In connection with the rehabilitation of the properties, the
subsidiary partnerships have incurred developer's fees of
$9,282,042 to the local general partners and affiliates as of
March 31, 1999 and 1998, respectively. 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 $3,508,040, $3,405,027 and $2,969,828,
respectively.
On December 31, 1997, the building owned by Colden Oaks Limited
Partnership was deemed to be impaired and written down to
estimated fair value. The impairment loss was determined to be
$3,925,514 and has been charged to operations in the 1997 Fiscal
Year. Management has determined that, due to the need to
continue to provide low income rents to comply with Internal
Revenue Service requirements to receive federal low-income
housing tax credits and the accumulation of significant
construction costs, the value of the Colden Oaks apartment
building is determined to be impaired. The amount of the asset
write-down was measured as the amount by which the carrying
amount of the apartment building exceeded its fair market value.
<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* $ 631,000 $ 757,620
Real estate taxes,
insurance and other 979,552 1,169,815
Reserve for
replacements
(Note 7) 876,558 633,468
$2,487,110 $2,560,903
</TABLE>
*Represents amounts to be paid to seller upon 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
costs $ 376,394 $ 376,394 *
Organization
costs 400,475 400,475 60 months
Other 33,703 33,703 various
810,572 810,572
Less: Accumulated
amortization (385,360) (290,022)
$ 425,212 $ 520,550
*Over the life of the related mortgages.
</TABLE>
Amortization expense for the years ended March 31, 1999, 1998
and 1997 amounted to $95,338, $114,313 and $90,803,
respectively.
NOTE 7 - Mortgage Notes Payable
The mortgage notes are payable in aggregate monthly installments
of approximately $146,000 including principal and interest at
rates ranging from 0% to 9.65% per annum, from the year 2003
through the year 2052. Each subsidiary partnership's mortgage
note payable is collateralized by the land and buildings of the
respective subsidiary partnership, the assignment of each
certain subsidiary partnership's rents and leases, and is
without further recourse.
One mortgage note with a balance of $5,172,210 and $5,344,868 at
December 31, 1998 and 1997, respectively, which bears interest
at 7% per annum is eligible for an interest rate subsidy.
Accordingly, the subsidiary partnership paid only that portion
of the monthly payments that would be required if the interest
rate was 1%. The balance was subsidized under Section 236 of
the National Housing Act.
Annual principal payment requirements for mortgage notes payable
for each of the next five fiscal years and thereafter are as
follows:
Fiscal Year Ending Amount
1999 $ 363,041
2000 402,981
2001 451,048
2002 478,625
2003 518,376
Thereafter 56,891,531
$59,105,602
The mortgage agreements require monthly deposits to replacement
reserves of approximately $25,000 and monthly deposits to escrow
accounts for real estate taxes, hazard insurance and mortgage
insurance and other (Note 5).
NOTE 8 - Related Party Transactions
An affiliate of the General Partner has a .01% interest as a
special limited partner in each of the subsidiary partnerships.
An affiliate of the General Partner also has a minority interest
in certain local limited partnerships.
The General Partner and its affiliates perform services for the
Partnership. The costs incurred for the years ended March 31,
1999, 1998 and 1997 are as follows:
A) Guarantees
The Partnership has negotiated Operating Deficit Guaranty
Agreements with all subsidiary partnerships by which the Local
General Partners have agreed to fund operating deficits for a
specified period of time. The terms of the Operating Deficit
Guaranty Agreements vary for each subsidiary 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, $3,572,000 of which has expired at
March 31, 1999. As of March 31, 1999 and 1998, $356,207 and
$278,908 has been funded under the Operating Deficit Guaranty
agreements. 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 costs incurred to related parties 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 (a) $ 546,000 $ 50,000 $ 87,500
Expense
reimburse-
ment (b) 100,678 112,759 101,581
Local
administrative
fees (d) 33,750 32,500 20,000
Total
general and
administrative-
General Partner 680,428 195,259 209,081
Property management
fees incurred to
affiliates of the
subsidiary
partnerships'
general partners (c) 252,461 259,497 212,977
Total general and
administrative-
related parties $ 932,889 $ 454,756 $ 422,058
</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 of cash flow).
Partnership management fees owed to the General Partner
amounting to approximately $659,000 and $164,000 were accrued
and unpaid as of March 31, 1999 and 1998, respectively.
(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 subsidiary
partnerships amounted to $602,601, $547,120 and $439,375 for the
years ended March 31, 1999, 1998 and 1997, respectively. Of
these fees $252,461, $259,497 and $212,977 were earned by
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.
<TABLE>
C) Due to local general partners and affiliates
Due to local general partners and affiliates at March 31, 1999
and 1998 consists of the following:
<CAPTION>
March 31,
1999 1998
<S> <C> <C>
Operating
advances $ 210,049 $ 184,304
Development
fee
payable 932,579 1,905,517
Construction
costs
payable 261,891 317,000
Management
and other
operating
advances (*) 435,225 357,867
$1,839,744 $2,764,688
(*) Includes loans from Local General Partners and affiliates
totaling $219,902, bearing interest rates from 8% to 11% and due
on demand.
</TABLE>
<TABLE>
NOTE 9 - Income Taxes
A reconciliation of the financial statement net loss to the
income tax loss for the Partnership and its consolidated
subsidiaries is as follows:
<CAPTION>
Year Ended December 31,
1998 1997 1996
<S> <C> <C> <C>
Financial statement net
loss $(4,721,113) (9,211,907) $(4,015,612)
Differences between
depreciation and
amortization expense
records for financial
reporting purposes and
the accelerated costs
recovery system utilized
for income tax purposes (669,242) (326,811) (442,130)
Tax exempt interest
income (29,980) (90,171) (246,119)
Differences resulting
from parent company
having a different fiscal
year for income tax and
financial reporting
purposes 206,171 3,719 (17,634)
Loss on impairment of
assets recorded for
financial reporting
purposes 0 3,925,514 0
Excess losses allocated
to minority interest for
income tax purposes 296,927 266,506 251,793
Other, including accruals
for financial reporting
not deductible for tax
purposes until paid (1,066,170) 636,727 823,547
Net loss as shown on the
income tax return for the
calendar year ended $(5,983,407) $(4,796,423) $(3,646,155)
</TABLE>
NOTE 10 - Commitments and Contingencies
a) Subsidiary Partnerships-Other
Clear Horizons Limited Partnership
At December 31, 1998, Clear Horizons Limited Partnership ("Clear
Horizons") current liabilities exceed its current assets by over
$123,000. Although this condition could raise substantial doubt
about Clear Horizons' ability to continue as a going concern,
such doubt is alleviated as follows:
1. Included in current liabilities at December 31, 1998 is
$129,444 owed to related parties who have advised Clear Horizons
that they do not intend to pursue collection beyond Clear
Horizons' ability to pay.
2. The Local General Partner of Clear Horizons has agreed to
fund operating deficits up to $250,000.
Accordingly, management believes that Clear Horizons has the
ability to continue as a going concern for at least one year
from December 31, 1998.
b) Uninsured Cash and Cash Equivalents
The Partnership maintains its cash and cash equivalents in
various banks. The accounts at each bank are guaranteed by the
Federal Deposit Insurance Corporation up to $100,000. At March
31, 1999, uninsured cash and cash equivalents approximated
$465,000.
c) Letters of Credit
As of December 31, 1998, the subsidiary partnerships were
contingently liable on open letters of credit as follows:
Description Amount
Operating deficit $ 16,000
Development contingency 22,400
Pennsylvania Housing Finance Agency 24,000
$ 62,400
d) 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 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 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 affiliates of the General Partner are 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 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 was sent to
material third parties in the fourth quarter of 1998. The
Partnership has received assurances from a majority of the
material service 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 relies heavily on third parties and is vulnerable to
the failures of third parties to address their year 2000 issues.
There can be no assurance given that the third parties will
adequately address their year 2000 issues.
e) Other
The Partnership and BACs holders began to recognize 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 has 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. For the 1998, 1997 and 1996 tax years, Housing Tax
Credits of $8,806,766, $8,533,019 and $6,478,391 were generated,
respectively, and $0, $0 and $37,112 of Historic Tax Credits
were generated, respectively.
<PAGE>
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial 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 information concerning the directors and
executive officers of Related Independence Associates Inc.
("RIAI"), the sole general partner of 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 Related Realty Group, Inc., the general partner of The
Related Companies, L.P. He graduated from the University of
Michigan School of Business Administration with a Bachelor of
Science degree and from Wayne State University School of Law
with a Juris Doctor degree. Mr. Ross then received a Master of
Laws degree in taxation from New York University School of Law.
He joined the accounting 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 banking 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 developments.
J. MICHAEL FRIED, 55, is the sole shareholder of one of the
general partners of Related Capital Company ("Capital"), a real
estate finance and acquisition 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 Related in October 1983,
Mr. Hirmes was employed by Weiner & Co., Certified Public
Accountants. Mr. Hirmes is also a Vice President of Capital.
Mr. Hirmes graduated from Hofstra University with a Bachelor of
Arts degree.
STUART J. BOESKY, 43, practiced real estate and tax law in New
York City with the law firm of Shipley & Rothstein (which
subsequently merged with Strook & Strook & Lavan LLP) 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 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 Related'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, 1990 by Marks 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 for
their services. However, under the terms of the Partnership
Agreement, the Partnership has entered into certain arrangements
with the General Partner and its affiliates, which provide for
compensation to be paid to the General Partner and its
affiliates. Such arrangements include (but are not limited to)
agreements to pay nonrecurring Acquisition Fees, a
nonaccountable Acquisition Expense allowance and an accountable
expense reimbursement. In addition, the General Partner is
entitled to a subordinated interest in Cash from Sales or
Financings and a 1% interest in Net Income, Net Loss,
Distributions of Adjusted Cash from Operations and Cash from
Sales or Financings. Certain directors and officers of the
General Partner receive compensation from the General Partner
and its affiliates for services performed for various affiliated
entities which may include services performed for the
Partnership. The maximum annual partnership management fee paid
to the General Partner is 0.5% of invested assets. See Note 8
to the Financial Statements in Item 8 above, which is
incorporated herein by reference.
Tabular information concerning salaries, bonuses and other types
of compensation payable to executive officers has not been
included in this annual report. As noted above, the Partnership
has no executive officers. The levels of compensation payable
to the General Partner and/or its affiliates is limited 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 100%
Interest in the Associates L.P. contribution
Partnership 625 Madison Avenue -directly owned
New York, NY 10022
</TABLE>
Independence SLP L.P., a limited partnership whose general
partner is the general partner of the General Partner of the
Partnership and which acts as the special limited partner of
each Local Partnership, holds a .01% limited partnership
interest in each Local Partnership. See Note 8 to the Financial
Statements in Item 8 above, which information is incorporated
herein by reference thereto.
Except as set forth below, no person is known by the Partnership
to be the beneficial owner of more than 5% of the Limited
Partnership Interests and neither the General Partner nor any
director or executive officer of the General Partner owns any
Limited Partnership Interests. The following table sets forth
the number of BACs beneficially owned, as of June 23, 1998, 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
executive officer of the general partner of the General Partner
and (iii) the directors and executive officers of the general
partner of the General Partner as a group. Unless otherwise
noted, all BACs are owned directly 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. 4,453.20 (2) (3) 7.6%
J. Michael Fried 4,453.20 (2) (3) (4) 7.6%
Alan P. Hirmes 4,453.20 (2) (3) (4) 7.6%
Stuart J. Boesky 4,453.20 (2) (3) (4) 7.6%
Stephen M. Ross - -
Marc D. Schnitzer - -
Glenn F. Hopps - -
All directors and
executive officers 4,453.20 (2) (3) (4) 7.6%
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 November 7, 1997 among the
Partnership, Lehigh I and the Related General Partner (the
"Standstill Agreement"), Lehigh I agreed that, prior to November
7, 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 indirectly, any merger,
consolidation, business combination, sale or acquisition of
assets, liquidation, dissolution or other similar transaction
involving the Partnership, (iii) make, or in any way
participate, directly or indirectly, 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 intention, 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 determines with regard to any proposal
(i) to remove the General Partner as a general partner of the
Partnership or (ii) concerning the reduction of any fees,
profits, distributions or allocations for the benefit of the
General Partner or its affiliates. The addresses of each of the
Partnership, Lehigh I and the 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, 1998, Lehigh I held 2,213.60 BACs and Lehigh II held
2,239.60 BACs.
(4) Each such party serves as a director and executive officer
of the Managing 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
thereto. However, there have been no direct financial
transactions between the Partnership and the directors and
officers of the General Partner.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
Sequential
Page
(a) 1. Consolidated Financial Statements
Independent Auditors' Report 15
Consolidated Balance Sheets at March 31, 1999 and
1998 63
Consolidated Statements of Operations for the Years
Ended March 31, 1999, 1998 and 1997 64
Consolidated Statements of Changes in Partners'
Capital for the Years Ended March 31, 1999, 1998 and
1997 65
Consolidated Statements of Cash Flows for the Years
Ended March 31, 1999, 1998 and 1997 66
Notes to Consolidated Financial Statements 68
(a) 2. Consolidated Financial Statement Schedules
Independent Auditors' Report 89
Schedule I - Condensed Financial Information of
Registrant 90
Schedule III - Real Estate and Accumulated
Depreciation 93
All other schedules have been omitted because they
are not required or because the required information
is contained in the financial statements or notes
thereto.
(a) 3. 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*
(21) Subsidiaries of the Registrant 86
(27) Financial Data Schedule (filed herewith) 96
*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)
**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.
Item 14. Exhibits, Financial
Statement Schedules, and Reports on Form 8-K. (continued)
Jurisdiction
(c) Subsidiaries of the Registrant (Exhibit 21) of
Organization
Lincoln Renaissance PA
United Germano - Millgate Limited Partnership IL
Mansion Court Associates PA
Derby Run Associates, L.P. VA
Renaissance Plaza '93 Associates, L.P. MD
Tasker Village Associates PA
Martha Bryant Manor, L.P. CA
Colden Oaks Limited Partnership CA
Brynview Terrace, L.P. CA
NLEDC, L.P. CA
Creative Choice Homes VI, Ltd. FL
P & P Homes for the Elderly, L.P. CA
Clear Horizons Limited Partnership LA
Neptune Venture, L.P. NJ
Affordable Green Associates L.P. NY
(d) Not applicable
<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.,
General Partner
By: RELATED INDEPENDENCE ASSOCIATES INC.,
General Partner
Date: June 16, 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 report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated:
Signature Title Date
President and Chief Executive Officer
(principal executive officer) and
/s/ J. Michael Fried Director of Related Independence
J. Michael Fried Associates Inc. June 16, 1999
Senior Vice President (principal
/s/ Alan P. Hirmes financial officer) of Related
Alan P. Hirmes Independence Associates Inc. June 16, 1999
Treasurer (principal accounting
/s/ Glenn F. Hopps officer) of Related Independence
Glenn F. Hopps Associates Inc. June 16, 1999
/s/ Stephen M. Ross Director of Related Independence
Stephen M. Ross Associates Inc. June 16, 1999
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Independence Tax Credit Plus L.P. II and Subsidiaries
(A Delaware Limited Partnership)
In connection with our audits of the consolidated financial
statements of Independence Tax Credit Plus L.P. II and
Subsidiaries included in the Form 10-K as presented in our
opinion dated May 27, 1999 on pages 15 and 16, and based on the reports
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 consolidated financial
statements, the financial data required to be set forth
therein.
Trien Rosenberg Rosenberg
Weinberg Ciullo & Fazzari, LLP
New York, New York
May 27, 1999
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
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 $ 428,161 $ 1,494,854
Cash held in
escrow 631,000 757,620
Investment in
subsidiary
partnerships 33,233,563 36,246,721
Other assets 78,108 78,108
Total assets $34,370,832 $38,577,303
LIABILITIES AND PARTNERS' CAPITAL
Due to general
partner and
affiliates $ 738,920 $ 211,962
Other liabilities 23,069 0
Total liabilities 761,989 211,962
Partners' capital 33,608,843 38,365,341
Total liabilities
and partners'
capital $34,370,832 $38,577,303
Investments in subsidiary partnerships are recorded in accordance
with the equity method of accounting, wherein the investments are
not reduced below zero. Accordingly, partners' capital on the
consolidated balance sheet will differ from partners' capital
shown above.
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
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
Other income $ 22,485 $ 63,283 $ 204,731
Total revenues 22,485 63,283 204,731
Expenses
Administrative and
management 158,614 130,442 208,172
Administrative and
management-
related parties 646,678 162,759 189,081
Amortization 0 10,000 10,000
Total expenses 805,292 303,201 407,253
Loss from operations (782,807) (239,918) (202,522)
Equity in loss
of subsidiary
partnerships (*) (3,973,691) (5,470,076) (3,813,090)
Net loss $(4,756,498) $(5,709,994) $(4,015,612)
(*) Includes suspended prior year losses in excess of investment
in accordance with equity method of accounting which amounted to
$63,001, $0 and $0 for 1999, 1998 and 1997, respectively.
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
DECREASE IN CASH AND CASH EQUIVALENTS
(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 $(4,756,498) $(5,709,994) $(4,015,612)
Adjustments to reconcile
net loss to net cash
used in operating activities:
Amortization 0 10,000 10,000
Equity in loss of
subsidiary
partnerships 3,973,691 5,470,076 3,813,090
Increase (decrease)
in liabilities:
Due to general
partners and affiliates 526,958 57,726 125,481
Other liabilities 23,069 0 (1,548)
Total adjustments 4,523,718 5,537,802 3,947,023
Net cash used in
operating
activities (232,780) (172,192) (68,589)
Cash flows from investing activities:
Investment in subsidiary
partnerships (1,026,071) (2,355,026) (5,372,852)
Increase in other assets 0 (32,493) (5,962)
Decrease in cash
held in escrow-
purchase price
payments 126,620 473,905 11,695
Net cash used in
investing activities (899,451) (1,913,614) (5,367,119)
Cash flows from
financing activities:
Distributions from
subsidiary
partnerships 65,538 52,363 0
Net decrease in
cash and cash
equivalents (1,066,693) (2,033,443) (5,435,708)
Cash and
cash equivalents,
beginning of year 1,494,854 3,528,297 8,964,005
Cash and
cash equivalents,
end of year $ 428,161 $ 1,494,854 $ 3,528,297
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
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
Lincoln
Renaissance
Reading, PA $2,560,000 $ 0 $5,240,173 $225,924
United Germano
Millgate
Limited
Partnership
Chicago, IL 10,285,322 580,000 6,070,477 10,477,643
Mansion Court
Associates
Philadelphia, PA 1,431,244 19,072 3,224,984 188,066
Derby Run
Associates
L.P.
Hampton, VA 4,558,749 407,410 3,069,628 4,557,603
Renaissance Plaza
Assoc.
Baltimore, MD 6,649,748 684,255 9,840,170 4,417,905
Tasker Village
Philadelphia, PA 1,784,881 18,235 0 3,931,259
Martha Bryant
Manor,
L.P.
Los Angeles, CA 7,737,283 966,577 0 10,575,802
Colden Oaks
Limited
Partnership
Los Angeles, CA 5,397,320 922,790 0 1,982,512
Brynview
Terrace
Limited
Partnership
Los Angeles, CA 1,026,521 175,943 0 1,436,836
NLEDC, L.P.
Los Angeles, CA 4,319,347 624,000 0 5,884,672
Creative Choice
Homes VI
Ltd.
Miami, FL 3,607,334 650,072 13,134 5,393,187
P&P Homes for
the Elderly,
L.P.
Los Angeles, CA 6,347,529 0 0 9,913,489
Clear Horizons
Limited
Partnership
Shreveport, LA 1,175,000 15,304 2,058,729 131,398
Neptune
Venture
L.P.
Neptune Township, NJ 0 460,631 10,151,873 97,685
Affordable Green
Associates
L.P.
New York, NY 2,225,324 20,500 3,506,961 31,413
$59,105,602 $5,544,789 $43,176,129 $59,245,394
<CAPTION>
Gross Amount at which Carried At Close of Period
Buildings and
Description Land Improvements Total
<S> <C> <C>
<C>
Apartment Complexes
Lincoln
Renaissance
Reading, PA $ 5,373 $ 5,460,724 $5,466,097
United Germano
Millgate
Limited
Partnership
Chicago, IL 585,374 16,542,746 17,128,120
Mansion Court
Associates
Philadelphia, PA 25,095 3,407,027 3,432,122
Derby Run
Associates
L.P.
Hampton, VA 409,771 7,624,870 8,034,641
Renaissance Plaza
Assoc.
Baltimore, MD 686,616 14,255,714 14,942,330
Tasker Village
Philadelphia, PA 20,596 3,928,898 3,949,494
Martha Bryant
Manor,
L.P.
Los Angeles, CA 968,938 10,573,441 11,542,379
Colden Oaks
Limited
Partnership
Los Angeles, CA 925,151 1,980,151 2,905,302
Brynview
Terrace
Limited
Partnership
Los Angeles, CA 178,304 1,434,475 1,612,779
NLEDC, L.P.
Los Angeles, CA 626,361 5,882,311 6,508,672
Creative Choice
Homes VI
Ltd.
Miami, FL 652,433 5,403,960 6,056,393
P&P Homes for
the Elderly,
L.P.
Los Angeles, CA 642,360 9,271,129 9,913,489
Clear Horizons
Limited
Partnership
Shreveport, LA 17,665 2,187,766 2,205,431
Neptune
Venture
L.P.
Neptune Township, NJ 462,465 10,247,724 10,710,189
Affordable Green
Associates
L.P.
New York, NY 22,334 3,536,540 3,558,874
$6,228,836 $101,737,476 $107,966,312
<CAPTION>
Life on which
Depreciation in
Year of Latest Income
Accumulated Construction/ Date Statements is
Description Depreciation Renovation Acquired Computed(a)(b)
<S> <C> <C> <C> <C>
Apartment Complexes
Lincoln
Renaissance
Reading, PA $ 694,398 1993-94 Apr. 1993 20-40
United Germano
Millgate
Limited
Partnership
Chicago, IL 3,675,602 1993-94 Oct. 1993 10-25
Mansion Court
Associates
Philadelphia, PA 433,529 1993-94 Nov. 1993 20-40
Derby Run
Associates
L.P.
Hampton, VA 962,688 1994-95 Feb. 1994 40
Renaissance Plaza
Assoc.
Baltimore, MD 1,446,574 1994-95 Feb. 1994 27.5
Tasker Village
Philadelphia, PA 391,461 1994-95 May 1994 40
Martha Bryant
Manor,
L.P.
Los Angeles, CA 908,734 1994-95 Sept. 1994 27.5
Colden Oaks
Limited
Partnership
Los Angeles, CA 570,942 1994-95 Sept. 1994 31
Brynview
Terrace
Limited
Partnership
Los Angeles, CA 130,214 1994-95 Sept. 1994 27.5
NLEDC, L.P.
Los Angeles, CA 592,329 1994-95 Sept. 1994 27.5
Creative Choice
Homes VI
Ltd.
Miami, FL 826,876 1994-95 Sept. 1994 40
P&P Homes for
the Elderly,
L.P.
Los Angeles, CA 636,113 1994-95 Sept. 1994 30
Clear Horizons
Limited
Partnership
Shreveport, LA 338,640 1994-95 Dec. 1994 27.5
Neptune
Venture
L.P.
Neptune Township, NJ 796,185 1995-96 Apr. 1995 40
Affordable Green
Associates
L.P.
New York, NY 438,472 1995-96 May 1995 27
$12,842,757
(a) Depreciation is computed using primarily the straight-
line method over the estimated useful lives determined by the
Partnership date of acquisition.
(b) Personal property is depreciated primarily by the
straight-line method over the estimated useful lives ranging
from 5 to 10 years.
<CAPTION>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 31, 1999
Cost of Property and Equipment
Year Ended March 31,
1999 1998 1997
<S> <C> <C> <C>
Balance at
beginning of
period $107,012,267 $110,244,087 $ 83,486,772
Additions
during period:
Improvements 977,148 693,694 26,757,315
Depreciation expense
Deductions
during period:
Dispositions (23,103) 0 0
Loss on impairment 0 (3,925,514) 0
Balance at
close of
period $107,966,312 $107,012,267 $110,244,087
Accumulated Depreciation
Year Ended March 31,
1999 1998 1997
<S> <C> <C> <C>
Balance at
beginning of
period $ 9,334,717 $5,929,690 $2,959,862
Additions
during period:
Improvements
Depreciation
expense 3,508,040 3,405,027 2,969,828
Deductions
during period:
Dispositions 0 0 0
Loss on impairment 0 0 0
Balance at
close of
period $12,842,757 $9,334,717 $5,929,690
At the time the Local Partnerships were acquired by
Independence Tax Credit Plus II Limited Partnership, the
entire purchase price paid by Independence Tax Credit Plus II
Limited Partnership 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 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> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-1-1998
<PERIOD-END> MAR-31-1999
<CASH> 3,538,615
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 757,455
<PP&E> 107,966,312
<DEPRECIATION> 12,842,757
<TOTAL-ASSETS> 99,844,837
<CURRENT-LIABILITIES> 10,444,687
<BONDS> 59,105,602
0
0
<COMMON> 0
<OTHER-SE> 30,294,548
<TOTAL-LIABILITY-AND-EQUITY> 99,844,837
<SALES> 0
<TOTAL-REVENUES> 7,932,980
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,345,555
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,319,601
<INCOME-PRETAX> (4,732,176)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,732,176)
<EPS-BASIC> (79.32)
<EPS-DILUTED> 0
</TABLE>
