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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1999
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-24652
FREEDOM TAX CREDIT PLUS L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3533987
(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
Beneficial Assignment Certificates and Limited Partnership Interests
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the reg-
istrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be con-
tained, to the best of registrant's knowledge, in definitive proxy or infor-
mation statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [X]
DOCUMENTS INCORPORATED BY REFERENCE
None
Index to exhibits may be found on page 108
Page 1 of 121
PART I
Item 1. Business.
General
Freedom Tax Credit Plus L.P. (the "Partnership") is a limited partnership
which was formed under the laws of the State of Delaware on August 28, 1989.
The General Partners of the Partnership are Related Freedom Associates L.P.,
a Delaware limited partnership (the " Related General Partner"), and Freedom
GP Inc., a Delaware corporation (the "Freedom General Partner" and together
with the Related General Partner, the "General Partners"). The general part-
ner of the Related General Partner is Related Freedom Associates Inc., a
Delaware corporation. The General Partners are both affiliates of Related
Capital Company. On November 25, 1997, an affiliate of the Related General
Partner, purchased 100% of the stock of the Freedom General Partner. Prior
to such purchase the Freedom General Partner was an affiliate of Lehman
Brothers.
On February 9, 1990, the Partnership commenced a public offering (the "Offer-
ing") of Beneficial Assignment Certificates ("BACs") representing assignments
of limited partnership interests in the Partnership ("Limited Partnership In-
terests"), pursuant to a prospectus dated February 9, 1990, as supplemented
by supplements thereto dated December 7, 1990, May 10, 1991, July 10, 1991
and July 23, 1991 (as so supplemented, the "Prospectus").
The Partnership received $72,896,000 of the gross proceeds of the Offering
from 4,780 investors, and the Offering was terminated on August 8, 1991.
(See Item 8, "Financial Statements and Supplementary Data", Note 1 of Notes
to Consolidated Financial Statements.)
Investment Objectives
The Partnership was formed to invest as a limited partner in other limited
partnerships ("Local Partnerships"), each of which owns one or more leveraged
low-income multi-family residential complexes ("Apartment Complexes" or
"Properties") that are eligible for the low-income housing tax credit ("Hous-
ing Tax Credit") enacted in the Tax Reform Act of 1986, and some of which may
also be eligible for the historic rehabilitation tax credit ("Historic Tax
Credit"; together with Housing Tax Credits, the "Tax Credits"). The Partner-
ship's investment in each Local Partnership represents 98% to 99% of the
partnership interests in the Local Partnership. As of March 31, 1999, the
Partnership had acquired interests in forty-two Local Partnerships. As of
March 31, 1999, approximately $58,000,000 of net proceeds had been invested
in such Local Partnerships, representing all of the Partnership's net pro-
ceeds available for investment. Subsequent to March 31, 1999 and as of the
date of this filing, there have been no additional investments, nor are any
other investments expected. See Item 2, Properties, below.
The investment objectives of the Partnership are described below.
1. Entitle qualified BACs holders to Housing Tax Credits over the Credit Pe-
riod (as defined below) with respect to each Apartment Complex.
2. Preserve and protect the Partnership's capital.
3. Participate in any capital appreciation in the value of the Properties
and provide distributions of sale or refinancing Proceeds upon the disposi-
tion of the Properties.
4. Allocate passive losses to individual BACs holders to offset passive in-
come that they may realize from rental real estate investments and other pas-
sive activities, and allocate passive losses to corporate BACs holders to
offset business income.
One of the Partnership's objectives is to entitle qualified BACs holders to
Housing Tax Credits over the period of the Partnership's entitlement to claim
Tax Credits (for each Property, generally ten years from the date of invest-
ment or, if later, the date the Property is leased to qualified tenants; re-
ferred to herein as the "Credit Period"). Each of the Local Partnerships in
which the Partnership has an interest has been allocated by the relevant
state credit agency the authority to recognize Housing Tax Credits during the
Credit Period provided that the Local Partnership satisfies the rent restric-
tion, minimum set-aside and other requirements for recognition of the Housing
Tax Credits at all times during such period. Once a Local Partnership has
become eligible to recognize Housing Tax Credits, it may lose such eligibil-
ity and suffer an event of "recapture" if its Property fails to remain in
compliance with the Housing Tax Credit requirements. None of the Local Part-
nerships in which the Partnership has acquired an interest has suffered an
event of recapture.
The Partnership continues to meet its primary objective of generating Housing
Tax Credits. However, there can be no assurance that the Partnership will
continue to achieve any or all of its investment objectives.
Competition
The real estate business is highly competitive and substantially all of the
properties acquired are subject to active competition from similar properties
in their respective vicinities. In addition, various other limited partner-
ships may, in the future, be formed by the General Partners and/or their af-
filiates to engage in businesses which may compete with the Partnership.
Employees
The Partnership does not have any direct employees. All services are per-
formed for the Partnership by its General Partners and their affiliates. The
General Partners receive compensation in connection with such activities as
set forth in Items 11 and 13. In addition, the Partnership reimburses the
General Partners and certain of their affiliates for expenses incurred in
connection with the performance by their employees of services for the Part-
nership in accordance with the Partnership's Amended and Restated Agreement
and Certificate of Limited Partnership (the "Partnership Agreement").
Item 2. Properties.
The Partnership holds a 99%, 98.99% and 98% limited partnership interest in
nine, ten and twenty-three Local Partnerships, respectively. Set forth below
is a schedule of these Local Partnerships including certain information con-
cerning the Apartment Complexes (the "Local Partnership Schedule"). Further
information concerning these Local Partnerships and their Properties, includ-
ing any encumbrances affecting the Properties, may be found in Item 14 (a) 2;
Schedule III.
Local Partnership Schedule
Name and Location % of Units Occupied at May 1,
(Number of Units) Date Acquired 1999 1998 1997 1996 1995
Parkside Townhomes
York, PA (53) September 1990 100% 98% 91% 98% 100%
Twin Trees
Layton, UT (43) October 1990 100% 93% 100% 100% 100%
Bennion (Mulberry)
Taylorsville, UT (80) October 1990 98% 99% 99% 100% 100%
Hunters Chase
Madison, AL (91) October 1990 95% 94% 97% 97% 83%
Wilshire Park
Huntsville, AL (65) October 1990 89% 95% 92% 92% 89%
Bethel Park
Bethel, OH (84) October 1990 88% 86% 95% 93% 96%
Zebulon Park
Owensville, OH (66) October 1990 85% 89% 88% 97% 92%
Tivoli Place
Murphreesboro, TN (61) October 1990 98% 98% 97% 100% 100%
Northwood (Hartwood)
Jacksonville, FL (110) October 1990 97% 100% 100% 100% 99%
Oxford Trace
Aiken, SC (29) October 1990 97% 90% 100% 100% 100%
Ivanhoe Apts.
Salt Lake City, UT (19) January 1991 100% 89% 84% 100% 100%
Washington Brooklyn
Brooklyn, NY (24) January 1991 100% 100% 92% 96% 100%
Manhattan B (C.H. Development)
New York, NY (35) January 1991 94% 100% 100% 100% 97%
Davidson Court
Staten Island, NY (38) March 1991 97% 92% 97% 97% 92%
Magnolia Mews
Philadelphia, PA (63) March 1991 100% 100% 98% 100% 100%
Oaks Village
Whiteville, NC (40) March 1991 93% 100% 95% 100% 95%
Greenfield Village
Dunn, NC (40) March 1991 100% 98% 98% 100% 98%
Morris Avenue (CLM Equities)
Bronx, NY (58) April 1991 100% 100% 100% 100% 100%
Victoria Manor
Riverside, CA (112) April 1991 94% 89% 91% 97% 97%
Ogontz Hall
Philadelphia, PA (35) April 1991 97% 94% 90% 87% 97%
Eagle Ridge
Stoughton, WI (54) May 1991 96% 83% 72% 91% 94%
Nelson Anderson
Bronx, NY (81) June 1991 97% 98% 99% 93% 98%
Abraham Lincoln Apts.
Irondequoit, NY (69) September 1991 99% 100% 100% 97% 100%
Wilson Street Apts. (Middletown)
Middletown, PA (44) September 1991 98% 100% 96% 100% 96%
Lauderdale Lakes
Lauderdale Lakes, FL (172) October 1991 94% 98% 98% 100% 99%
Flipper Temple
Atlanta, GA (163) October 1991 100% 100% 100% 100% 100%
220 Cooper Street
Camden, NJ (29) December 1991 70% 100% 77% 97% 100%
Pecan Creek
Tulsa, OK (47) December 1991 91% 100% 100% 98% 98%
Vendome
Brooklyn, NY (24) December 1991 100% 100% 100% 96% 100%
Rainer Villas
New Augusta, MS (20) December 1991 100% 100% 100% 100% 100%
Pine Shadow Apts.
Waveland, MS (48) December 1991 100% 100% 100% 100% 100%
Windsor Place
Wedowee, AL (24) December 1991 100% 100% 100% 100% 100%
Brookwood Apts.
Foley, AL (38) December 1991 100% 100% 100% 100% 100%
Heflin Hills Apts.
Heflin, AL (24) December 1991 100% 100% 100% 100% 100%
Shadowood Apts.
Stevenson, AL (24) December 1991 96% 92% 92% 92% 100%
Brittany Apts.
DeKalb, MS (25) December 1991 100% 100% 100% 100% 100%
Hidden Valley Apts.
Brewton, AL (40) December 1991 100% 100% 95% 100% 100%
Westbrook Square
Carthage, MS (32) December 1991 91% 97% 88% 100% 97%
Royal Pines Apts. (Warsaw Elderly)
Warsaw, KY (36) December 1991 100% 100% 100% 100% 100%
West Hill Square
Gordo, AL (24) December 1991 100% 100% 100% 100% 96%
Elmwood Manor
Picayune, MS (24) December 1991 100% 96% 100% 100% 100%
Harmony Gate Apts.
Los Angeles, CA (70) March 1992 94% 97% 94% 96% 94%
All leases are generally for periods not greater than one to two years and no
tenant occupies more than 10% of the rentable square footage.
Commercial tenants (to which average rental per square foot applies) comprise
less than 5% of the rental revenues of the Local Partnerships. Rents for the
residential units are determined annually by the U.S. Department of Housing
and Urban Development ("HUD") and reflect increases, if any, in consumer
price indices in various geographic areas.
Management periodically reviews the physical state of the properties and sug-
gests to the respective Local General Partners budget improvements which are
generally funded from cash flow from operations or release of replacement re-
serve escrows.
Management periodically 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 deter-
mined by the township or city in which the property is located. Such taxes
have approximated 1% of the aggregate cost of the properties as shown in
Schedule III to the financial statements included herein.
The General Partners generally required that the general partners of the Lo-
cal Partnerships ("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 Operating Deficit Guarantees, amounts funded are treated as
operating loans which do 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. As of March 31, 1999, all Operating Deficit Guarantees have ex-
pired. In cases where the General Partners deemed it appropriate, the obli-
gations of a Local General Partner under the Operating Deficit Guarantees
were secured by letters of credit and/or cash escrow deposits.
The original amount of the Operating Deficit Guarantees aggregated approxi-
mately $9,500,000 all of which had expired as of March 31, 1999. As of
March 31, 1999, approximately $494,000 had been funded by the Local General
Partners to meet such obligations. Amounts funded under such agreements are
treated as non-interest bearing loans.
Housing Tax Credits with respect to a given Apartment Complex are available
for a ten-year period that commences when the property is leased to qualified
tenants. However, the annual Housing Tax Credits available in the year in
which the Apartment Complex is leased to qualified tenants must be prorated
based upon the months remaining in the year. The amount of the annual Hous-
ing Tax Credits 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 Com-
plex in service. In these cases, the Partnership may be allocated Housing
Tax Credits only beginning in the month following the month in which it ac-
quired its interest. Internal Revenue Code Section 42 regulates the use of
the Apartment Complexes as to occupancy, eligibility, and unit gross rent,
among other requirements. Each Apartment Complex must meet the provisions of
these regulations during each of fifteen consecutive years in order to remain
qualified to receive the credits. Certain Apartment Complexes have extended
compliance periods of up to thirty years.
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 has outstanding 72,896
Limited Partnership Interests, each representing a $1,000 capital contribu-
tion to the Partnership, or an aggregate capital contribution of $72,896,000.
All of the issued and outstanding Limited Partnership Interests have been is-
sued to Freedom Assignor Inc. (the "Assignor Limited Partner"), which has in
turn issued 72,896 BACs to the purchasers thereof for an aggregate purchase
price of $72,896,000. Each BAC represents all of the economic and virtually
all of the ownership rights attributable to a Limited Partnership Interest
held by the Assignor Limited Partner. BACs may be converted into Limited
Partnership Interests at no cost to the holder (other than the payment of
transfer costs not to exceed $100), but Limited Partnership Interests so ac-
quired are not thereafter convertible into BACs. As of May 7, 1999, the
Partnership has 4,088 registered holders of an aggregate of 72,896 BACs.
Neither the BACs nor the Limited Partnership Interests are traded on any es-
tablished trading market. The Partnership does not intend to include the
BACs for quotation on NASDAQ or for listing on any national or regional stock
exchange or any other established securities market. The Revenue Act of 1987
contained provisions which have an adverse impact on investors in "publicly
traded partnerships." Accordingly, the General Partners have imposed re-
strictions limiting the transferability of the BACs and the Limited Partner-
ship Interests in secondary market transactions. These restrictions should
prevent a public trading market from developing that would adversely affect
the ability of an investor to liquidate his or her investment quickly. It is
expected that such procedures will remain in effect until such time, if ever,
as further revision of the Revenue Act of 1987 may permit the Partnership to
lessen the scope of the restrictions.
All of the Partnership's general partnership interests, representing an ag-
gregate capital contribution of $2,000, are held by the two General Partners.
There are no material restrictions in the Partnership Agreement on the abil-
ity of the Partnership to make distributions. The Partnership has made no
distributions to the BACs holders as of March 31, 1999. The Partnership does
not anticipate providing cash distributions to its BACs holders other than
from net refinancing or sales proceeds.
Item 6. Selected Financial Data.
The information set forth below presents selected financial data of the Part-
nership. Additional financial information is set forth in the audited con-
solidated financial statements in Item 8 hereof.
For the Years ended March 31,
OPERATIONS
1999 1998 1997 1996 1995
Revenues $13,968,742 $13,504,955 $13,270,634 $12,999,861 $12,714,134
Expenses 18,748,002 18,672,456 18,666,634 18,120,329 17,520,409
Loss on
impairment
of assets 0 1,100,000 0 0 0
Loss before
minority
interest (4,779,260) (6,267,501) (5,396,000) (5,120,468) (4,806,275)
Minority
interest 50,809 69,986 59,470 58,131 50,461
Loss before
extraordinary
item (4,728,451) (6,197,515) (5,336,530) (5,062,337) (4,755,814)
Extraordinary
item -
forgiveness of
indebtedness 0 0 87,262 0 0
Net
loss $(4,728,451) $(6,197,515) $(5,249,268) $(5,062,337) $(4,755,814)
Per BAC:
Basic loss
before
extraordinary
item $ (64.22) $ (84.17) $ (72.48) $ (68.75) $ (64.59)
Extraordinary
item 0.00 0.00 1.19 0.00 0.00
Basic net
loss $ (64.22) $ (84.17) $ (71.29) $ (68.75) $ (64.59)
March 31,
OPERATIONS
1999 1998 1997 1996 1995
Total
assets $111,946,154 $116,339,040 $122,394,464 $127,623,516 $133,237,559
Mortgage notes
payable $70,447,844 $71,068,616 $71,673,532 $72,249,613 $73,019,371
Total
liabilities $79,491,693 $79,548,347 $79,120,739 $79,110,848 $79,311,502
Total partners'
capital $24,407,636 $29,133,636 $35,327,274 $40,582,160 $45,631,256
Item 7. Management's Discussion and Analysis of Financial Condition and Re-
sults of Operations.
Liquidity and Capital Resources
General
The Partnership's primary source of funds was the proceeds of its public of-
fering. During the year ended March 31, 1999, the primary sources of liquid-
ity included working capital reserves, interest earned on working capital re-
serves, and distributions received from the Local Partnerships.
A working capital reserve of approximately $180,000 remains as of March 31,
1999. The reserve is used to pay operating expenses of the Partnership, in-
cluding Partnership management fees payable to the General Partners and ad-
vances to Local Partnerships if warranted. The Partnership is dependent upon
the support of the General Partners and certain of its affiliates in order to
meet its obligations at the Partnership level. The General Partners and
these affiliates have agreed to continue such support for the foreseeable fu-
ture.
During the fiscal year ended March 31, 1999, cash and cash equivalents of the
Partnership and its forty-two Local Partnerships decreased approximately
$513,000 as a result of capital improvements ($522,000) and repayments of
mortgage loans ($621,000), which exceeded cash flow provided by operating ac-
tivities ($122,000), an increase in the capitalization of consolidated sub-
sidiaries attributable to minority interest ($441,000) and a net increase in
due to local general partners and affiliates ($67,000). Included in the ad-
justments to reconcile the net loss to cash flow provided by operating ac-
tivities is depreciation and amortization ($5,129,000).
During the years ended March 31, 1999 ("Fiscal Year 1999"), March 31, 1998
("Fiscal Year 1998") and March 31, 1997 ("Fiscal Year 1997") the amounts re-
ceived from the Local Partnerships were $16,630, $15,709 and $116,296, re-
spectively. Cash distributions from Local Partnerships are not expected to
reach a level sufficient to permit cash distributions to BACs holders. These
distributions, as well as the working capital reserves referred to in the
paragraph above, will be used to meet the operating expenses of the Partner-
ship.
The original amount of the Operating Deficit Guarantees aggregated approxi-
mately $9,500,000 all of which had expired as of March 31, 1999. As of March
31, 1999, approximately $494,000, had been funded by the Local General Part-
ners to meet such obligations.
Partnership management fees owed to the General Partners amounting to ap-
proximately $2,828,000 and $2,202,000 were accrued and unpaid as of March 31,
1999 and 1998, respectively. Without the General Partner's continued accrual
without payment, the Partnership will not be in a position to meet its obli-
gations. The General Partners have continued allowing the accrual without
payment of these amounts but are under no obligation to continue to do so.
In September 1997, Congress enacted the Multi-Family Assisted Housing Reform
and Affordability Act of 1997 ("MAHRA") which provides for the renewal of
Section 8 Housing Assistance Payments Contracts ("Section 8 Contracts") to be
based upon market rentals instead of the above-market rentals which is gener-
ally the case under existing Section 8 Contracts. As a result, Section 8
Contracts that are renewed in the future in projects insured by the Federal
Housing Administration ("FHA") may not provide sufficient cash flow to permit
owners of properties to meet the debt service requirements of these existing
FHA-insured mortgages. MAHRA also provides for the restructuring of these
mortgage loans so that the annual debt service on the restructured loan (or
loans) can be supported by Section 8 rents established at the market rents.
The restructured loans will be held by the current lender or another lender.
There can be no assurance that a property owner will be permitted to restruc-
ture its mortgage indebtedness pursuant to the new rules implementing MAHRA
or that an owner, or the holder of the mortgage, would choose to restructure
the mortgage if it were able to participate. MAHRA went into effect on Sep-
tember 11, 1998 when interim regulations implementing the program were pub-
lished. It should be noted that there are many uncertainties as to the eco-
nomic and tax impact on a property owner because of the combination of the
reduced Section 8 contract rents and the restructuring of the existing FHA-
insured mortgage loan under MAHRA. Only 2 of the 42 Local Partnerships are
affected by such legislation.
On October 21, 1998, President Clinton signed the fiscal year 1999 Depart-
ments of Veteran Affairs, Housing and Urban Development and Independent Agen-
cies Appropriation Legislation into law. The bill provides, among other
things, that owners of a property that was eligible for prepayment had to
give notice of such prepayment to HUD tenants and to the chief executive of
the state or local government for the jurisdiction in which the housing is
located. The notice must be provided not less than 150 days, but not more
than 270 days, before such payment. Moreover, the owner may not increase the
rent charged to tenants for a period of 60 days following such prepayment.
The bill also provides for tenant-based vouchers for eligible tenants (gener-
ally below 80% of area median income) at the true comparable market rents for
unassisted units in order to protect current residents from substantial in-
creases in rent.
Effective January 1, 1999 the State of California now requires owners of a
property benefiting from FHA insured mortgages under Section 236 or 221(a)(3)
to provide a nine month notice of contract termination or prepayment of the
FHA insured loan. In addition, the owner must offer the properties for sale
to those entities who agree to maintain the property as affordable housing.
For a discussion of contingencies affecting a certain Local Partnership, see
"Results of Operations of a Certain Local Partnership" below. Since the
maximum loss the Partnership would be liable for is its net investment in the
Local Partnership, the resolution of the existing contingencies is not an-
ticipated to impact future results of operations, liquidity or financial con-
dition in a material way. However, the Partnership's loss of its investment
in a Local Partnership will eliminate the ability to generate future Housing
Tax Credits from such Local Partnership and may also result in recapture of
Housing Tax Credits if the investment is lost before the 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 be-
lieves the only impact would be from laws that have not yet been adopted.
The portfolio is diversified by the location of the properties around the
United States so that if one area of the country is experiencing downturns in
the economy, the remaining properties in the portfolio may not be affected.
However, the geographic diversification of the portfolio may not protect
against a general downturn in the national economy. The Partnership has
fully invested the proceeds of its offering in 42 Local Partnerships, all of
which have their Housing Tax Credits in place. The Housing 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 Housing
Tax Credits would transfer to the new owner, thereby adding significant value
to the property on the market.
Results of Operations
In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of", the Partnership is required to review long-lived
assets and certain identifiable intangibles for impairment whenever events or
changes in circumstances indicate that the book value of an asset may not be
recoverable. The Partnership periodically compares the carrying value of its
properties to its estimate of the sum of undiscounted future cash flows and
the fair value of remaining tax credits, to determine if the carrying value
of the property is impaired. If the property is considered impaired based on
this analysis, an impairment loss is recorded in order to write down the
property to its fair value. The determination of fair value is based, not
only upon future cash flows, which rely upon estimates and assumptions in-
cluding expense growth, occupancy and rental rates, but also upon market
capitalization and discount rates as well as other market indicators. The
General Partners believe that the estimates and assumptions used are appro-
priate in evaluating the carrying amount of the Partnership's properties.
However, changes in market conditions and circumstances may occur in the near
term which would cause these estimates and assumptions to change, which, in
turn, could cause the amounts ultimately realized upon the sale or other dis-
position of the properties to differ materially from their estimated fair
value. Such changes may also require write-downs in future years. During
the year ended March 31, 1999, there was no loss on impairment of assets.
Through March 31, 1999, the Partnership has recorded $1,100,000 as a loss on
impairment of assets.
The following is a summary of the results of operations of the Partnership
for the fiscal years ended March 31, 1999, 1998 and 1997.
The Partnership's primary source of income continues to be rental income with
the corresponding expenses being divided among operations, depreciation, and
mortgage interest.
Rental income is recognized as rent becomes due. Rental payments received in
advance are deferred until earned. The Partnership received rental subsidies
which amounted to approximately $2,621,000, $2,336,000 and $2,406,000 for the
years ended March 31, 1999, 1998 and 1997, respectively. The related rental
subsidy programs have expiration dates that either expire subsequent to the
year 2000 or terminate upon total disbursement of the assistance obligation.
The Partnership has negotiated Operating Deficit Guaranty Agreements with all
Local Partnerships, by which the Local General Partners have agreed to fund
operating deficits for a specified period of time commencing at break-even.
Amounts received under Operating Deficit Guarantees from the Local General
Partners are treated as operating loans which will not bear interest and will
be repaid only out of 50% of available cash flow or out of available net sale
or refinancing proceeds. As of March 31, 1999, $494,000 had been funded and
all Operating Deficit Guarantees have expired.
1999 vs. 1998
Rental income increased approximately 3% for the year ended March 31, 1999 as
compared to 1998 primarily due to rental rate increases.
No major expense categories, excluding the loss on impairment of assets,
changed more than 7% for the year ended March 31, 1999 as compared to 1998.
1998 vs. 1997
Rental income increased approximately 3% for the year ended March 31, 1998 as
compared to 1997 primarily due to rental rate increases.
No major expense categories, excluding the loss on impairment of assets,
changed more than 8% for the year ended March 31, 1998 as compared to 1997.
A loss on impairment of assets amounting to $1,100,000 was recorded in the
1998 Fiscal Year (see comments above).
Results of Operations of a Certain Local Partnership
Eagle Ridge Limited Partnership
In fiscal 1998, Eagle Ridge Limited Partnership ("Eagle Ridge") entered into
a Forbearance Agreement with the Wisconsin Housing and Economic Development
Authority ("WHEDA") as a result of Eagle Ridge's failure to pay all the re-
quired installment payments under its mortgage note. Under the terms of the
agreement, WHEDA has agreed to temporarily forego the enforcement of its
rights and remedies against Eagle Ridge through December 31, 1998 and to con-
tinue to extend Eagle Ridge financing provided that Eagle Ridge complies with
certain conditions. The Forbearance Agreement was extended through March 31,
1999, and Eagle Ridge is currently negotiating with WHEDA to permanently re-
structure the loan. The conditions of the agreement consist of, but are not
limited to: (1) monthly payments of escrow and reserve deposits; (2) monthly
payments of principal and interest limited to the lower of 100% of net oper-
ating income ("NOI") or 5% of the regularly scheduled monthly note payment
(base payment); (3) 75% of the monthly NOI in excess of the base payment for
principal and interest; and (4) the remaining 25% of NOI in excess of the
base payment is to be paid as an incentive management fee to the management
agent.
As of January 1, 1999, Gorman and Company, Inc., a Madison, Wisconsin based
developer/manager, was admitted as the General Partner of Eagle Ridge, and
Freedom SLP, L.P. withdrew as General Partner. Gorman and Company, Inc. also
will continue as managing agent of Eagle Ridge.
Other
The Partnership continues to meet its primary objective of generating Housing
Tax Credits. Housing Tax Credits are generated by a Property over a ten-year
period commencing as each Property is leased to qualified tenants. During
the years ended March 31, 1999, 1998 and 1997, the Housing Tax Credits re-
ceived by the Partnership totaled $11,200,999, $11,208,964 and $11,208,966,
respectively.
The Partnership's investments as limited partners in the Local Partnerships
are subject to the risks incident to the 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,
rental payment defaults and operating expenses, any or all of which could
threaten the financial viability of one or more of the Local Partnerships.
There are also substantial risks associated with the operation of Apartment
Complexes receiving government assistance. These include governmental regu-
lations concerning tenant eligibility, which may make it more difficult to
rent apartments in the complexes; difficulties in obtaining government ap-
proval for rent increases; limitations on the percentage of income which low
and moderate income tenants may pay as rent; the possibility that Congress
may not appropriate funds to enable HUD to make the rental assistance pay-
ments it has contracted to make; and that when the rental assistance con-
tracts 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
generally allows for increases in rental rates to reflect the impact of
higher operating and replacement costs. Inflation also affects the Local
Partnerships adversely by increasing operating costs as a result of higher
costs of such items as fuel, utilities and labor. However, continued infla-
tion may result in appreciated values of the Local Partnerships' Apartment
Complexes over a period of time as rental revenues and replacement costs con-
tinue to increase.
The Partnership does not anticipate that it will be in a position to make
cash distributions at any time prior to the disposition of the Properties.
If distributions of operating cash flow are made, it is expected that they
will be limited. As of March 31, 1999, no such distributions have been made.
Recent Accounting Pronouncements
Accounting Standards Issued but not yet Adopted
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133") "Accounting for Deriva-
tive Instruments and Hedging Activities". The Statement establishes account-
ing and reporting standards for derivative instruments and hedging activi-
ties. This Statement is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999 (subject to an exposure draft to delay the ef-
fective date one year). The adoption of SFAS 133 is not expected to have any
impact on the financial position or results of operations of the Partnership.
Year 2000 Compliance
The Partnership utilizes the computer services of an affiliate of the General
Partners. The affiliate of the General Partners have upgraded their computer
information systems to be year 2000 compliant and beyond. The year 2000 com-
pliance issue concerns the inability of a computerized system to accurately
record dates after December 31, 1999. The affiliate of the General Partners
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 Partners are not
being charged to the Partnership. The most likely worst case scenario that
the General Partners face 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 in-
cluding December 31, 1999.
In regard to third parties, the General Partners are in the process of evalu-
ating the potential adverse impact that could result from the failure of mate-
rial service providers to be year 2000 compliant. A detailed survey and as-
sessment was sent to material third parties in the fourth quarter of 1998.
The Partnership has received assurances from a majority of the material serv-
ice providers with which it interacts that they have addressed the year 2000
issues and is evaluating these assurances for their adequacy and accuracy. In
cases where the Partnership has not received assurances from third parties, it
is initiating further mail and/or phone correspondence. The Partnership re-
lies heavily on third parties and is vulnerable to the failures of third par-
ties to address their year 2000 issues. There can be no assurance given that
the third parties will adequately address their year 2000 issues.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk.
The Partnership is not exposed to market risk since its mortgage indebtedness
bears fixed rates of interest.
Item 8. Financial Statements and Supplementary Data.
Sequential
Page
(a) 1. Financial Statements
Independent Auditors' Reports 16
Consolidated Balance Sheets as of March 31, 1999 and 1998 87
Consolidated Statements of Operations for the years ended March
31, 1999, 1998 and 1997 88
Consolidated Statements of Changes in Partners' Capital for the
years ended March 31, 1999, 1998 and 1997 89
Consolidated Statements of Cash Flows for the years ended
March 31, 1999, 1998 and 1997 90
Notes to Consolidated Financial Statements 92
INDEPENDENT AUDITORS' REPORT
The Partners
Freedom Tax Credit Plus L.P.:
We have audited the accompanying consolidated balance sheets of Freedom Tax
Credit Plus L.P. and consolidated partnerships as of March 31, 1999 and 1998,
and the related consolidated statements of operations, changes in partners'
capital, and cash flows for each of the years in the three-year period ended
March 31, 1999. In connection with our audits of the consolidated financial
statements, we also have audited the financial statement schedules. These
consolidated financial statements and the financial statement schedules are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these consolidated financial statements and the finan-
cial statement schedules based on our audits. We did not audit the financial
statements of 27 and 25 of the consolidated partnerships, which statements
reflect combined assets constituting 44% and 49% as of March 31, 1999 and
1998, and combined revenues constituting 42%, 43% and 49% of the related con-
solidated totals for 1999, 1998 and 1997, respectively. Those statements
were audited by other auditors whose reports have been furnished to us, and
our opinion, insofar as it relates to the amounts included for those partner-
ships, is based solely on the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant esti-
mates made by management, as well as evaluating the overall financial state-
ment presentation. We believe that our audits and the reports of the other
auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors,
the consolidated financial statements referred to above present fairly, in
all material respects, the financial position of Freedom Tax Credit Plus L.P.
and consolidated partnerships as of March 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the years in the three-
year period ended March 31, 1999, in conformity with generally accepted ac-
counting principles. Also in our opinion, the related financial statement
schedules, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material respects, the
information set forth therein.
/s/ KPMG LLP
KPMG LLP
New York, New York
May 13, 1999
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999 and 1998
ASSETS
1999 1998
Property and equipment -
(at cost, net of accumulated
depreciation of
$39,508,462 and $34,548,717,
respectively) (Notes 4 and 6) $103,215,088 $107,652,755
Cash and cash equivalents 1,143,642 1,656,414
Investment in marketable securities
(Note 2) 156,635 154,184
Cash held in escrow 4,282,886 3,875,424
Deferred costs (net of
accumulated amortization of
$1,492,630 and $1,323,459,
respectively)
(Note 5) 1,915,961 2,085,132
Other assets 1,231,942 915,131
Total Assets $111,946,154 $116,339,040
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable (Note 6) $ 70,447,844 $ 71,068,616
Accounts payable and other
liabilities 2,517,628 2,820,787
Due to local general partners and
affiliates (Note 7) 3,333,005 3,259,448
Due to general partners and
affiliates (Note 7) 3,193,216 2,399,496
Total Liabilities 79,491,693 79,548,347
Minority interests 8,046,825 7,657,057
Partners' Capital:
Limited partners (72,896 BACs
issued and outstanding) 24,832,512 29,513,678
General partners (436,687) (389,402)
Accumulated other comprehensive income:
Unrealized gain on marketable securities 11,811 9,360
Total Partners' Capital 24,407,636 29,133,636
Commitments and Contingencies
(Notes 7 and 10)
Total Liabilities and
Partners' Capital $111,946,154 $116,339,040
See accompanying notes to consolidated financial statements.
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 1999, 1998 and 1997
1999 1998 1997
Revenues:
Rental income $12,677,742 $12,259,111 $11,930,785
Other 1,291,000 1,245,844 1,339,849
13,968,742 13,504,955 13,270,634
Expenses:
Repairs and maintenance 2,297,076 2,169,227 2,044,087
Operating and other 1,612,461 1,700,952 1,720,139
Real estate taxes 914,245 940,864 899,014
Interest 4,779,509 4,835,092 5,019,334
Depreciation and
amortization
(Notes 4 and 5) 5,128,916 5,228,209 5,335,528
General and
administrative 2,466,519 2,296,475 2,131,261
General and administrative-
related parties
(Note 7) 1,549,276 1,501,637 1,517,271
Loss on impairment
of assets (Note 4) 0 1,100,000 0
18,748,002 19,772,456 18,666,634
Loss before minority
interest and
extraordinary
items (4,779,260) (6,267,501) (5,396,000)
Minority interest in
losses of subsidiary
partnerships 50,809 69,986 59,470
Loss before extraordinary
item (4,728,451) (6,197,515) (5,336,530)
Extraordinary item -
forgiveness of indebtedness
(Note 9) 0 0 87,262
Net loss $(4,728,451) $(6,197,515) $(5,249,268)
Loss before
extraordinary
item -
limited partners (4,681,166) (6,135,540) (5,283,164)
Extraordinary item -
limited partners 0 0 86,389
Net loss -
limited partners $(4,681,166) $(6,135,540) $(5,196,775)
Number of BACs
outstanding 72,896 72,896 72,896
Per BAC:
Basic loss before
extraordinary item $ (64.22) $ (84.17) $ (72.48)
Extraordinary item 0.00 0.00 1.19
Basic net loss $ (64.22) $ (84.17) $ (71.29)
See accompanying notes to consolidated financial statements.
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED MARCH 31, 1999, 1998 and 1997
Accumulated
Other
Limited General Comprehensive Comprehensive
Total Partners Partners Income (Loss) Income (Loss)
Partners' capital (deficit) -
March 31, 1996 $40,582,160 $40,845,993 $(274,934) $ 11,101
Comprehensive Income (Loss):
Net loss (5,249,268) (5,196,775) (52,493) 0 $(5,249,268)
Other Comprehensive Income (Loss):
Net unrealized loss on
marketable
securities (5,618) 0 0 (5,618) (5,618)
Total Comprehensive Income (Loss) $(5,254,886)
Partners' capital (deficit) -
March 31, 1997 35,327,274 35,649,218 (327,427) 5,483
Comprehensive Income (Loss):
Net loss (6,197,515) (6,135,540) (61,975) 0 (6,197,515)
Other Comprehensive Income (Loss):
Net unrealized gain on
marketable securities 3,877 0 0 3,877 3,877
Total Comprehensive Income (Loss) $(6,193,638)
Partners' capital (deficit) -
March 31, 1998 29,133,636 29,513,678 (389,402) 9,360
Comprehensive Income (Loss):
Net loss (4,728,451) (4,681,166) (47,285) 0 (4,728,451)
Other Comprehensive Income (Loss):
Net unrealized gain on
marketable
securities 2,451 0 0 2,451 2,451
Total Comprehensive Income (Loss) $(4,726,000)
Partners' capital (deficit) -
March 31, 1999 $24,407,636 $24,832,512 $(436,687) $ 11,811
See accompanying notes to consolidated financial statements.
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 1999, 1998 and 1997
1999 1998 1997
Cash flows from
operating activities:
Net loss $(4,728,451) $(6,197,515) $(5,249,268)
Adjustments to
reconcile net loss
to net cash
provided by
operating activities:
Extraordinary item -
forgiveness of
indebtedness 0 0 (87,262)
Depreciation and
amortization 5,128,916 5,228,209 5,335,528
Loss on impairment
of assets 0 1,100,000 0
Minority interest
in loss of
subsidiaries (50,809) (69,986) (59,470)
(Increase) decrease
in other assets (316,811) 217,871 9,341
(Decrease) increase
in accounts payable
and other
liabilities (303,159) 22,452 282,462
Increase in cash
held in escrow (407,462) (351,074) (13,340)
Increase in due
to general partners
and affiliates 793,720 715,126 724,528
Increase in due
to local general partners
and affiliates 37,030 111,226 183,295
Decrease in due
to local general partners
and affiliates (30,823) (14,163) (99,067)
Net cash provided by
operating activities 122,151 762,146 1,026,747
Cash flows from
investing activities:
Acquisition of
property and
equipment (522,078) (364,368) (434,192)
Increase in
marketable
securities 0 (39,964) 0
Increase in due to
local general partners
and affiliates 9,369 33,390 9,845
Decrease in due to
local general partners
and affiliates (209,730) (79,969) (270,191)
Net cash used in
investing
activities (722,439) (450,911) (694,538)
Cash flows from
financing activities:
Repayments of
mortgage loans (620,772) (604,916) (576,081)
(Increase) decrease
in deferred costs 0 (40) 7,415
Increase in due to
local general partners
and affiliates 293,000 296,051 137,349
Decrease in due to
local general partners
and affiliates (25,289) (51,589) (229,262)
Increase (decrease)
in capitalization of
consolidated
subsidiaries
attributable to
minority interest 440,577 (219,408) 9,688
Net cash provided by
(used in)
financing activities 87,516 (579,902) (650,891)
Net decrease in
cash and cash
equivalents (512,772) (268,667) (318,682)
Cash and cash
equivalents at
beginning of year 1,656,414 1,925,081 2,243,763
Cash and cash
equivalents at
end of year $1,143,642 $1,656,414 $1,925,081
Supplemental disclosure
of cash flow information:
Cash paid during
the year for
interest $3,549,238 $3,626,429 $3,830,228
Supplemental disclosure
of non-cash financing and
investing activities:
Conversion of operating
deficit loan to equity:
Decrease in due to
local general partners
and affiliates $ 0 $ 0 $(65,725)
Increase in capitalization
of consolidated
subsidiaries attributable
to minority interest 0 0 65,725
Forgiveness of indebtedness:
Decrease in due to
local general partners
and affiliates 0 0 (87,262)
See accompanying notes to consolidated financial statements.
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999, 1998 and 1997
NOTE 1 - General
Freedom Tax Credit Plus L.P., a Delaware limited partnership (the "Partner-
ship"), was organized on August 28, 1989 and commenced the public offering on
February 9, 1990. The general partners of the Partnership are Related Free-
dom Associates L.P. (the "Related General Partner"), a Delaware limited part-
nership, and Freedom GP Inc. (the "Freedom General Partner"), a Delaware cor-
poration, together (the "General Partners"). The Partnership will terminate
on December 31, 2030, unless terminated sooner under the provision's of the
partnership agreement.
The Partnership's business is to invest in other partnerships ("Local Part-
nerships," "subsidiaries" or "subsidiary partnerships") owning leveraged
apartment complexes that are eligible for the low-income housing tax credit
("Housing Tax Credit") enacted in the Tax Reform Act of 1986. Some of the
complexes may also be eligible for the historic rehabilitation tax credit
("Historic Tax Credits"). During Fiscal Years 1999, 1998 and 1997, the Part-
nership generated $11,200,999, $11,208,964 and $11,208,966, respectively, in
Housing Tax Credits. There were no Historic Tax Credits generated in 1998,
1997 and 1996.
The Partnership was authorized to issue a total of 200,000 Beneficial Assign-
ment Certificates ("BACs"), which had been registered with the Securities and
Exchange Commission for sale to the public. As of August 8, 1991 (the date
on which the Partnership held the final closing of the sale of BACs and on
which the offering was terminated), the Partnership had received $72,896,000
of gross proceeds of the Offering from 4,780 investors.
The terms of the Limited 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
Partners.
The Partnership is dependent upon the support of the General Partners and
certain of its affiliates in order to meet its obligations at the Partnership
level. The General Partners and these affiliates have agreed to continue
such support for the foreseeable future.
NOTE 2 - Summary of Significant Accounting Policies
a) Basis of Accounting and Presentation
The Partnership's fiscal year ends on March 31. All subsidiaries have calen-
dar year ends. Accounts of the subsidiaries have been adjusted for intercom-
pany transactions from January 1 through March 31. The Partnership's fiscal
year ends March 31, in order to allow adequate time for the subsidiaries fi-
nancial statements to be prepared and consolidated. The books and records of
the Partnership are maintained on the accrual basis of accounting in accor-
dance with generally accepted accounting principles.
b) Basis of Consolidation
The consolidated financial statements include the accounts of the Partnership
and 42 subsidiary partnerships, in which the Partnership is a limited part-
ner, with an ownership interest ranging from approximately 98% to 99%. All
intercompany accounts and transactions with the subsidiary partnerships have
been eliminated in consolidation. Through the rights of the Partnership
and/or an affiliate of the General Partners, which affiliate has a contrac-
tual obligation to act on behalf of the Partnership, to remove the general
partner of the subsidiary partnerships and to approve certain major operating
and financial decisions, the Partnership has a controlling financial interest
in the subsidiary partnerships.
Increases (decreases) in the capitalization of consolidated subsidiaries at-
tributable to minority interest arises from cash contributions and cash dis-
tributions 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.
c) Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, cash and cash
equivalents include cash on hand, cash in banks, and investments in short-
term money market accounts (which were purchased with maturities of three
months or less).
d) Investment in Marketable Securities
The Partnership applies the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards ("SFAS") No. 115 "Ac-
counting for Certain Investments in Debt and Equity Securities." At March
31, 1999 and 1998 the Partnership has classified its securities as available-
for-sale.
Available-for-sale securities are carried at fair value with net unrealized
gain (loss) reported as a separate component of other comprehensive income
until realized. A decline in the market value of any available-for-sale se-
curity below cost that is deemed other than temporary is charged to earnings
resulting in the establishment of a new cost basis for the security.
e) Cash held in Escrow
Cash held in escrow includes cash held in escrow, replacement reserves and
tenant security deposits.
f) Property and Equipment
In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of", the Partnership is required to review long-lived
assets and certain identifiable intangibles for impairment whenever events or
changes in circumstances indicate that the book value of an asset may not be
recoverable. Impairment of properties to be held and used is determined to
exist when estimated amounts recoverable through future operations on an un-
discounted basis are below the properties' carrying value. If a property is
determined to be impaired, it is written down to its estimated fair value.
The determination of fair value is based, not only upon future cash flows,
which rely upon estimates and assumptions including expense growth, occupancy
and rental rates, but also upon market capitalization and discount rates as
well as other market indicators. The General Partners believe that the esti-
mates and assumptions used are appropriate in evaluating the carrying amount
of the Partnership's properties. However, changes in market conditions and
circumstances may occur in the near term which would cause these estimates
and assumptions to change, which, in turn, could cause the amounts ultimately
realized upon the sale or other disposition of the properties to differ mate-
rially from their estimated fair value. Such changes may also require write-
downs in future years. During the year ended March 31, 1999, there was no
loss on impairment of assets. Through March 31, 1999 the Partnership has re-
corded $1,100,000 as a loss on impairment of assets.
Property and equipment are depreciated over their estimated useful lives,
which range from 20 to 40 years for properties. Equipment lives range from 5
to 7 years and are depreciated on a straight-line basis. The property is de-
preciated using an accelerated or straight-line method.
g) Acquisition Fees and Costs
At investor closings, the General Partners were paid a property acquisition
fee (equal to 6% of the gross proceeds) for evaluating and screening real
property to be acquired. Acquisition fees and other acquisition expenses in-
curred by the Partnership are charged to the property accounts based on the
costs of properties acquired.
h) Rental income
Rental income is recognized as rent becomes due. Rental payments received in
advance are deferred until earned. The partnership receives rental subsidies
which amounted to approximately $2,519,000, $2,336,000 and $2,406,000 for the
years ended March 31, 1999, 1998 and 1997, respectively. The related rental
subsidy programs have expiration that either expire subsequent to the year
2000 or terminate upon total disbursement of the assistance obligation.
i) 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
(see Note 8).
j) Operating Deficit Guarantees
Amounts received under Operating Deficit Guarantees from the local general
partners are treated as operating loans which will not bear interest and will
be repaid only out of 50% of available cash flow or out of available net sale
or refinancing proceeds. As of March 31, 1999, all Operating Deficit Guaran-
tees have expired.
k) Loss Contingencies
The Partnership records loss contingencies as a charge to income when infor-
mation becomes available which indicates that it is probable that an asset
has been impaired or a liability has been incurred as of the date of the fi-
nancial statements and the amount of loss can be reasonably estimated.
l) Other Comprehensive Income
The Partnership adopted SFAS No. 130, Reporting Comprehensive Income on April
1, 1998. SFAS No. 130 establishes standards for reporting and displaying
comprehensive income and its components in a financial statement that is dis-
played with the same prominence as other financial statements. The financial
statements for earlier periods, provided for comparative purposes, have been
reclassified as required. The accumulated balance of other comprehensive in-
come is displayed as a separate component of Partners' Capital on the balance
sheet.
m) Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and as-
sumptions relating to reporting of assets, liabilities, revenues and expenses
disclosed in the consolidated financial statements. Accordingly, actual re-
sults could differ from those estimates.
NOTE 3 - Fair Value of Financial Instruments
In accordance with SFAS No. 107 "Disclosures about Fair Value of Financial
Instruments," the following methods and assumptions were used to estimate the
fair value of each class of financial instruments for which it is practicable
to estimate that value:
Cash and Cash Equivalents, Cash Held in Escrow, Accounts Payable and Other
Liabilities, Due to Local General Partners and Affiliates, and Due to General
Partners and Affiliates
The carrying amount of cash and cash equivalents, cash held in escrow, ac-
counts payable and other liabilities approximates fair value. Due to Local
General Partners and Affiliates and Due to General Partners and Affiliates
would be paid from the future operations or sale of the properties which is
not readily determinable.
Mortgage Notes Payable
The fair value of mortgage notes payable is estimated, where practicable,
based on the borrowing rate currently available for similar loans.
The estimated fair values of the Partnership's mortgage note payable are as
follows:
March 31, 1999 March 31, 1998
Carrying Carrying
Amount Fair Value Amount Fair Value
Mortgage Notes Payable for
which it is:
Practicable to estimate
fair value $43,238,629 $44,858,612 $43,743,002 $44,660,702
Not Practicable (a) $27,209,215 $27,325,614
(a) The mortgage notes payable are insured by HUD primarily in accordance
with Section 236 of the National Housing Act. New loans are no longer being
insured in accordance with Section 236 and presently existing loans are sub-
ject to restrictions regarding prepayment. Management believes the estima-
tion of fair value to be impracticable.
NOTE 4 - Property and Equipment
The components of property and equipment are as follows:
March 31,
1999 1998
Land $ 5,720,520 $ 5,720,520
Buildings and improvements 131,628,346 131,456,940
Other 5,374,684 5,024,012
142,723,550 142,201,472
Less: Accumulated
depreciation (39,508,462) (34,548,717)
$103,215,088 $107,652,755
Depreciation expense for the years ended March 31, 1999, 1998 and 1997
amounted to $4,959,745, $5,058,549 and $5,136,324, respectively.
The Partnership periodically compares the carrying value of its properties to
its estimate of the sum of undiscounted future cash flows and the fair value
of remaining tax credits, to determine if the carrying value of the property
is impaired. If the property is considered impaired based on this analysis,
an impairment loss is recorded in order to write down the property to its
fair value. In 1997, management of Wilshire Park ("Wilshire") completed a
recoverability review of the carrying value of the property based on an esti-
mate of undiscounted future cash flows expected to result from its use and
eventual disposition. As of December 31, 1997, management concluded that the
sum of the undiscounted future cash flows estimated to be generated by the
apartment project is less than the carrying value and, as a result, the Part-
nership recorded a loss on impairment of $1,100,000, which reduced the carry-
ing value to its estimated fair value. The estimated fair value was deter-
mined by using a discounted cash flow analysis and an estimate of the fair
value of the remaining tax credits.
NOTE 5 - Deferred Costs
The components of deferred costs and their periods of amortization are as
follows:
March 31,
1999 1998 Period
Financing expenses $ 3,052,535 $ 3,052,535 (a)
Organization expenses 356,056 356,056 60 months
3,408,591 3,408,591
Less: Accumulated
amortization (1,492,630) (1,323,459)
$ 1,915,961 $ 2,085,132
(a) Over the life of the related mortgages, ranging from 15 to 50 years, us-
ing a method approximating the interest method.
Amortization of deferred costs for the years ended March 31, 1999, 1998 and
1997 amounted to $169,171, $169,660 and $199,204, respectively.
NOTE 6 - Mortgage Notes Payable
At March 31, 1999 and 1998, mortgages payable, all of which are fixed rate
and nonrecourse to the Local Partnerships, are summarized as follows:
Range of Carrying Amount at
Number of Interest Range of March 31,
Mortgages Rates Maturities 1999 1998
2 0% 2007-2016 $2,383,151 $2,383,151
12 1% 2015-2022 12,044,035 12,050,899
13 3%-8.5% 1999-2041 13,941,108 14,048,457
17 8.75%-9% 2007-2040 25,836,702 26,077,733
16 9.24%-13.5% 2002-2041 16,242,848 16,508,376
$70,447,844 $71,068,616
Each subsidiary partnership's mortgage note payable is collateralized by the
land and buildings of the respective subsidiary partnership, the assignment
of certain subsidiary partnership's rents, leases and replacement reserves,
and is without further recourse.
Annual principal payments required for each of the next five years are as
follows:
Fiscal Year Ending March 31, Amount
2000 $735,527
2001 800,671
2002 870,790
2003 929,436
2004 1,020,039
NOTE 7 - Related Party Transactions and Transactions with General Partners
and Affiliates
Freedom SLP L.P., an affiliate of the General Partners, has either a .01% or
1% interest, as a special limited partner, in each of the Local Partnerships.
The General Partners and their affiliates perform services for the Partner-
ship. The costs incurred are as follows:
a) Guarantees
The Partnership has negotiated Operating Deficit Guaranty Agreements with all
Local Partnerships whereby the Local General Partners have agreed to fund op-
erating deficits for a specified period of time commencing at break-even
point.
The original amount of the Operating Deficit Guarantees aggregated approxi-
mately $9,500,000 all of which had expired as of March 31, 1999. As of March
31, 1999, approximately $494,000 had been funded by the local general part-
ners to meet such obligations. Amounts funded under such agreements are
treated as non-interest bearing loans. (See Note 7(b) below for repayment
terms).
b) Due to Local General Partners and Affiliates
At March 31, 1999 and 1998, a majority of these fees were incurred in connec-
tion with the development of the property and have been included in the basis
of the building.
Due to local general partners and affiliates at March 31, 1999 and 1998 con-
sists of the following:
1999 1998
Operating advances $ 959,823 $ 698,112
Development fees 1,759,709 1,960,070
Due to contractor 114,620 114,620
Operating deficit loans (i) 303,203 297,203
Management and other fees 195,650 189,443
$3,333,005 $3,259,448
(i) Operating deficit loans consist of the following:
March 31,
1999 1998
Oxford Trace $ 18,650 $ 18,650
Wilshire Park 191,775 191,775
These loans are unsecured, non-interest bearing and are payable out of avail-
able surplus cash of the respective subsidiary partnership, or at the time of
sale or refinancing.
March 31,
1999 1998
Parkside Townhomes $ 68,200 $ 68,200
Ogontz Hall 24,578 18,578
These loans are unsecured, non-interest bearing and are subordinate to the
second mortgage.
c) Other Expenses
The costs incurred to related parties for the years ended March 31, 1999,
1998 and 1997 were as follows:
Year Ended March 31,
1999 1998 1997
Partnership management fees (a) $ 676,000 $ 676,000 $ 676,000
Expense reimbursement (b) 171,966 155,008 143,694
Local administrative fee (d) 46,193 48,492 67,503
Total general and administrative-
General Partners 894,159 879,500 887,197
Property management fees
incurred to affiliates of the
subsidiary partnerships'
general partners (c) 655,117 622,137 630,074
Total general and administrative-
related parties $1,549,276 $1,501,637 $1,517,271
(a) The General Partners are entitled to receive a partnership management
fee, after payment of all Partnership expenses, which together with the an-
nual 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 Partners in
their sole discretion based upon their review of the Partnership's invest-
ment. Unpaid partnership management fees for any year will be accrued with-
out interest and will be payable from working capital reserves or to the ex-
tent of available funds after the Partnership has made distributions to the
Limited Partners and BACs holders 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 General Partners amounting to approximately $2,828,000 and
$2,202,000 were accrued and unpaid as of March 31, 1999 and 1998, respec-
tively. Without the General Partners continued accrual without payment, the
Partnership will not be in a position to meet its obligations. The General
Partners have continued allowing the accrual without payment of these
amounts, but are under no obligation to continue to do so.
(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and
their affiliates on the Partnership's behalf. The amount of reimbursement
from the Partnership is limited by the provisions of the Partnership Agree-
ment. Another affiliate of the General Partners performs asset monitoring
for the Partnership. These services include site visits and evaluations of
the subsidiary partnerships' performance.
(c) Property management fees incurred by subsidiary partnerships amounted to
$968,246, $937,552 and $902,087 for the 1999, 1998 and 1997 Fiscal Years, re-
spectively. Of these fees $655,117, $622,137 and $630,074 were incurred to
affiliates of the subsidiary partnerships.
(d) Freedom SLP L.P., a special limited partner of the subsidiary partner-
ships, is entitled to receive an annual local administrative fee of up to
$2,500 from each subsidiary partnership.
NOTE 8 - Income Taxes
A reconciliation of the financial statement net loss to the income tax loss
for the Partnership and its consolidated subsidiaries follows:
Years Ended December 31,
1998 1997 1996
Financial statement
Net loss $(4,728,451) $(6,197,515) $(5,249,268)
Difference resulting from
parent company
having a different fiscal year
for income tax and
financial reporting purposes 16,721 (373,441) 448,899
Difference between depreciation and
amortization expense recorded for
financial statement and income tax
reporting purposes (397,310) (234,637) (306,706)
Loss on
impairment 0 1,100,000 0
Tax-exempt interest
income (10,554) (16,872) (23,693)
Other (405,010) 36,182 (49,787)
Net loss as shown on the
Partnership's income
tax returns $(5,524,604) $(5,686,283) $(5,180,555)
NOTE 9 - Extraordinary Item - Forgiveness of Indebtedness Income
In the event an operating deficit existed for Eagle Ridge Limited Partnership
("Eagle Ridge") at any time before May 31, 1995, the General Partners,
jointly and severally, were to provide such funds up to $260,000 to Eagle
Ridge as was necessary to pay such operating deficits. The loan was subordi-
nate and bore no interest. The loan balance was $152,987 as of December 31,
1995. Effective July 26, 1996, the General Partners withdrew from Eagle
Ridge and assigned to Freedom SLP L.P., the special limited partner, their
partnership interests. In conjunction with the withdrawal of the General
Partners, the loan was canceled. Of the $152,987 balance payable at July 26,
1996, $87,262 was forgiven and $65,725 was converted to equity.
NOTE 10 - Commitments and Contingencies
(a) Event of Default
Eagle Ridge Limited Partnership
In fiscal 1998, Eagle Ridge entered into a Forbearance Agreement with Wiscon-
sin Housing and Economic Development Authority ("WHEDA") as a result of Eagle
Ridge's failure to pay all the required installment payments under the mort-
gage note. Under the terms of the agreement, WHEDA has agreed to temporarily
forego the enforcement of its rights and remedies against Eagle Ridge through
December 31, 1998 and to continue to extend Eagle Ridge financing provided
that Eagle Ridge complies with certain conditions. The Forbearance Agreement
was extended through March 31, 1999, and Eagle Ridge is currently negotiating
with WHEDA to permanently restructure the loan. The conditions of the agree-
ment consist of, but are not limited to: (1) monthly payments of escrow and
reserve deposits, (2) monthly payments of principal and interest limited to
the lower of 100% of net operating income ("NOI") or 5% of the regularly
scheduled monthly note payment (base payment), (3) 75% of the monthly NOI in
excess of the base payment for principal and interest and (4) the remaining
35% of NOI in excess of the base payment is to be paid as an incentive man-
agement fee to the management agent.
(b) Other
The Partnership is subject to risks incident to potential losses arising from
the management and ownership of improved real estate. The Partnership can
also be affected by poor economic conditions generally, however no more than
24% of the properties are located in any single state. There are also sub-
stantial risks associated with owning properties receiving government assis-
tance, for example the possibility that Congress may not appropriate funds to
enable HUD to make rental assistance payments. HUD also restricts annual
cash distributions to partners based on operating results and a percentage of
the owners equity contribution. The Partnership cannot sell or substantially
liquidate its investments in subsidiary partnerships during the period that
the subsidy agreements are in existence, without HUD's approval. Furthermore
there may not be market demand for apartments at full market rents when the
rental assistance contract expire.
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 be-
lieves the only impact would be from laws that have not yet been adopted.
The portfolio is diversified by the location of the properties around the
United States so that if one area of the country is experiencing downturns in
the economy, the remaining properties in the portfolio may not be affected.
However, the geographic diversification of the portfolio may not protect
against a general downturn in the national economy.
Item 9. Changes in and Disagreements with Accountants on Accounting and Fi-
nancial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership has no directors or executive officers. The Partnership's
affairs are managed and controlled by the General Partners. On November 25,
1997, an affiliate of the Related General Partner, purchased 100% of the
stock of the Freedom General Partner. Prior to such purchase the Freedom
General Partner was an affiliate of Lehman Brothers.
Certain information concerning the directors and executive officers of each
of the General Partners is set forth below.
Related Freedom Associates Inc., ("RFAI") is the sole general partner of Re-
lated Freedom Associates L.P.
Name Position
Stephen M. Ross Director
J. Michael Fried President and Director
Alan P. Hirmes Senior Vice President
Stuart J. Boesky Senior Vice President
Marc D. Schnitzer Vice President
Glenn F. Hopps Treasurer
Teresa Wicelinski Secretary
STEPHEN M. ROSS, 59, is President and a Director and shareholder of The Re-
lated Realty Group, Inc., the general partner of The Related Companies, L.P.
He graduated from the University of Michigan School of Business Administra-
tion with a Bachelor of Science degree and from Wayne State University School
of Law with a Juris Doctor degree. Mr. Ross then received a Master of Laws
degree in taxation from New York University School of Law. He joined the ac-
counting firm of Coopers & Lybrand in Detroit as a tax specialist and later
moved to New York, where he worked for two large Wall Street investment bank-
ing firms in their real estate and corporate finance departments. Mr. Ross
formed the predecessor of The Related Companies, L.P. in 1972 to develop,
manage, finance and acquire subsidized and conventional apartment develop-
ments.
J. MICHAEL FRIED, 56, is the sole shareholder of one of the general partners
of Related Capital Company ("Capital"), a real estate finance and acquisition
affiliate of the Related General Partner. In that capacity, he is responsi-
ble for all of Capital's syndication, finance, acquisition and investor re-
porting 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 Uni-
versity with a Bachelor of Arts degree in History.
ALAN P. HIRMES, 44, has been a certified public accountant in New York since
1978. Prior to joining Capital in October 1983, Mr. Hirmes was employed by
Weiner & Co., Certified Public Accountants. Mr. Hirmes is also a Vice Presi-
dent of Capital. Mr. Hirmes graduated from Hofstra University with a Bache-
lor of Arts degree.
STUART J. BOESKY, 43, practiced real estate and tax law in New York City with
the law firm of Shipley & Rothstein from 1984 until February 1986 when he
joined Capital. From 1983 to 1984, Mr. Boesky practiced law with the Boston
law firm of Kaye, Fialkow, Richard & Rothstein (which subsequently merged
with Strook & Strook & Lavan) and from 1978 to 1980 was a consultant special-
izing in real estate at the accounting firm of Laventhol & Horwath. Mr. Boe-
sky 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 re-
ceived 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 acquisition of properties gen-
erating 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, joined Related in December, 1990, and prior to that date
was employed by Marks Shron & Company and Weissbarth, Altman and Michaelson,
certified public accountants. Mr. Hopps graduated from New York State Uni-
versity 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.
The Freedom General Partner
Name Position
J. Michael Fried President and Director
Alan P. Hirmes Executive Vice President
Stuart J. Boesky Executive Vice President
Marc D. Schnitzer Vice President
Denise L. Kiley Vice President
Glenn F. Hopps Treasurer
DENISE L. KILEY, 39, is responsible for overseeing the due diligence and as-
set management of all multifamily residential properties invested in RCC
sponsored corporate, public and private equity and debt funds. Prior to
joining Related in 1990, Ms. Kiley had experience acquiring, financing and
asset managing multifamily residential properties. From 1981 through 1985
she was an auditor with PricewaterhouseCoopers. Ms. Kiley holds a Bachelor
of Science in Accounting from Boston College.
Biographical information with respect to Messrs. Fried, Hirmes, Boesky,
Schnitzer and Hopps is set forth above.
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 Partners for their services. However, under the
terms of the Partnership Agreement , the General Partners and their affili-
ates are entitled to receive compensation from the Partnership in considera-
tion of certain services rendered to the Partnership by such parties. In ad-
dition, the General Partners collectively hold a 1% interest in all profits,
losses and distributions attributable to operations and a subordinated 15%
interest in such items attributable to sales and refinancings. See Note 7 to
the Financial Statements in Item 8 above, which information is incorporated
herein by reference thereto. Certain directors and officers of the General
Partners receive compensation from the General Partner and their affiliates
for services performed for various affiliated entities which may include
services performed for the Partnership.
Tabular information concerning salaries, bonuses and other types of compensa-
tion payable to executive officers has not been included in this annual re-
port. As noted above, the Partnership has no executive officers. The levels
of compensation payable to the General Partners and/or their affiliates is
limited by the terms of the Partnership Agreement and may not be increased
therefrom on a discretionary basis.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Name and address of Amount and Nature of Percentage
Title of Class Beneficial Ownership Beneficial Ownership of Class
General Partnership Related Freedom $1,000 capital contribution 50%
Interest in the Associates L.P. -directly owned
Partnership 625 Madison Avenue
New York, NY 10022
Freedom GP Inc. $1,000 capital contribution 50%
625 Madison Avenue -directly owned
New York, NY 10022
Freedom SLP L.P., a limited partnership whose general partners are the Gen-
eral Partners of the Partnership and which acts as the special limited part-
ner of each Local Partnership, holds a 1% limited partnership interest in
each Local Partnership.
Except as set forth below, no person (other than the Assignor Limited Part-
ner) was known by the Partnership to be the beneficial owner of more than
five percent of the Limited Partnership Interests and/or BACs except as
listed in the table below; and neither the General Partners nor any director
or officer of the General Partners owns any Limited Partnership Interests or
BACs.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Amount and Nature of Percentage
Name of Beneficial Owner Beneficial Ownership of Class
Lehigh Tax Credit
Partners, Inc. 8,375.66 (2) (3) 11.5%
J. Michael Fried 8,375.66 (2) (3) (4) 11.5%
Alan P. Hirmes 8,375.66 (2) (3) (4) 11.5%
Stuart J. Boesky 8,375.66 (2) (3) (4) 11.5%
Stephen M. Ross - -
Marc D. Schnitzer - -
Denise L. Kiley - -
Glenn F. Hopps - -
All directors and
executive officers
of RFAI 8,375.66 (2) (3) (4) 11.5%
and The Freedom
General Partner as a
group (eight persons)
(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 the Partnership, Lehigh Tax Credit
L.L.C. (Lehigh) and Lehigh Tax Credit Partners, Inc. (the "Managing Member")
on October 24, 1997 with the Securities and Exchange Commission (the "Commis-
sion") and pursuant to a letter agreement dated August 26, 1997 among the
Partnership, Lehigh and Related Freedom Associates L.P. ("RFA") (the "Stand-
still Agreement"), Lehigh agreed that, prior to August 26, 2007 (the "Stand-
still Expiration Date"), it will not and it will cause certain affiliates
(including Lehigh Tax Credit Partners II, LLC ("Lehigh II")), not to (i) ac-
quire, attempt to acquire or make a proposal to acquire, directly or indi-
rectly, more than 45% (including BACs acquired through all other means) of
the outstanding BACs, (ii) seek to propose to enter into, directly or indi-
rectly, 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 indi-
rectly, in any "solicitation" of "proxies" or "consents" (as such terms are
used in the proxy rules of the Securities and Exchange Commission (the "Com-
mission")) 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 Act) with respect to any voting securities of the Partnership, except
that those affiliates bound by the Standstill Agreement will not be deemed to
have violated it and formed a "group" solely by acting in accordance with the
Standstill Agreement, (v) disclose in writing to any third party any inten-
tion, plan or arrangement inconsistent with the terms of the Standstill
Agreement, or (vi) loan money to, advise, assist or encourage any person in
connection with any action inconsistent with the terms of the Standstill
Agreement. In addition, Lehigh 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 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 also agreed to
vote its BACs in the same manner as a majority of all voting BACs holders;
provided, however, Lehigh is entitled to vote its BACs as it determines with
regard to any proposal (i) to remove RFA as a general partner of the Partner-
ship or (ii) concerning the reduction of any fees, profits, distributions or
allocations for the benefit of RFA or its affiliates. The discussion herein
of the Standstill Agreement is subject to and qualified in its entirety by
reference to such agreement, a copy of which is attached hereto as an exhibit
and incorporated herein by reference.
(3) As of June 23, 1999, Lehigh held 4,192.83 BACs and Lehigh II held
4,182.83 BACs which constitutes approximately 11.5% of the outstanding BACs
owned.
(4) Each such party serves as a director and executive officer of the Manag-
ing Member and owns an equity interest therein.
Item 13. Certain Relationships and Related Transactions.
The Partnership has and will continue to have certain relationships with the
General Partners and their affiliates, as discussed in Item 11 and also Note 7
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 Part-
ners.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
Sequential
Page
(a) 1. Financial Statements
Independent Auditors' Reports 16
Consolidated Balance Sheets as of March 31, 1999 and 1998 87
Consolidated Statements of Operations for the years ended March
31, 1999, 1998 and 1997 88
Consolidated Statements of Changes in Partners' Capital for the
years ended March 31, 1999, 1998 and 1997 89
Consolidated Statements of Cash Flows for the years ended March
31, 1999, 1998 and 1997 90
Notes to Consolidated Financial Statements 92
(a) 2. Financial Statement Schedules
Schedule I - Condensed Financial Information of Registrant 113
Schedule III - Real Estate and Accumulated Depreciation 116
All other schedules have been omitted because they are not re-
quired or because the required information is contained in the
financial statements or notes thereto.
(a) 3. Exhibits
(3A) The Partnership's Amended and Restated Agreement of Limited
Partnership, incorporated herein as an exhibit by reference to
Exhibit A to the Partnership's Prospectus, dated February 9,
1990, as supplemented by supplements thereto dated December 7,
1990, May 10, 1991, July 10, 1991 and July 23, 1991 (as so sup-
plemented, the "Prospectus"), filed with the Securities and Ex-
change Commission on July 30, 1992, as part of Post-Effective
Amendment No. 6 to the Partnership's registration statement on
Form S-11, File No. 33-30859 ("Post-Effective Amendment No. 6")
(3B) The Partnership's Certificate of Limited Partnership, as filed
with Secretary of State of the State of Delaware on August 28,
1989, incorporated herein as an exhibit by reference to Exhibit
(3C) to the Partnership's registration statement on Form S-11,
File No. 33-30859, as filed with the Securities and Exchange
Commission on September 1, 1989 (the "Initial S-11")
(10A) Form of Subscription Agreement, incorporated herein as an ex-
hibit by reference to Exhibit B to the Prospectus as filed as
part of Post-Effective Amendment No. 6
(10B) Form of Purchase and Sale Agreement pertaining to the Partner-
ship's acquisition of Local Partnership Interests, incorporated
herein as an exhibit by reference to Exhibit (10C) to the Ini-
tial S-11
(10C) Form of Amended and Restated Agreement of Limited Partnership
of Local Partnerships, incorporated herein as an exhibit by
reference to Exhibit (10D) to Pre-Effective Amendment No. 1 to
the Partnership's registration statement on Form S-11, File No.
33-30859, as filed with the Securities and Exchange Commission
on December 21, 1989
(21) Subsidiaries of the Registrant 110
(27) Financial Data Schedule (filed herewith) 120
(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
Parkside Townhomes Associates PA
Twin Trees Apartments UT
Bennion Park Apartments (Mulberry) UT
Hunters Chase Apartments AL
Wilshire Park Apartments AL
Bethel Park Apartments OH
Zebulon Park Apartments OH
Tivoli Place Apartments TN
Northwood Apartments of Georgia FL
Oxford Trace Apartments SC
Ivanhoe Apartments Limited Partnership UT
Washington Brooklyn Limited Partnership NY
C.H. Development Group Associates (Manhattan B) NY
Davidson Court Limited Partnership NY
Magnolia Mews Limited Partnership PA
The Oaks Village Limited Partnership NC
Greenfield Village Limited Partnership NC
CLM Equities Limited Partnership (Morris Avenue) NY
Victoria Manor Associates CA
Ogontz Hall Investors PA
Eagle Ridge Limited Partnership WI
Nelson Anderson Affordable Housing
Limited Partnership NY
Conifer Irondequoit Associates (Abraham Lincoln) NY
Middletown Associates (Wilson Street) PA
Lauderdale Lakes Associates, Ltd. FL
Flipper Temple Associates Limited Partnership GA
220 Cooper Street Associates Limited Partnership NJ
Pecan Creek OK
363 Grand Vendome Associates Limited Partnership NY
New Augusta Ltd. (Rainer Villas) AL
Pine Shadow Apartments AL
Windsor Place Apartments AL
Brookwood Apartments, Ltd. AL
Heflin Hills Apartments, Ltd. AL
Shadowood Apts., Ltd. AL
Brittany Associates, Ltd. MS
Hidden Valley Apartments AL
Westbrook Square Limited Partnership MS
Warsaw Elderly Housing Ltd. (Royal Pines Apts.) KY
West Hill Square Apts., Ltd. AL
Elmwood Associates MS
Harmony Gate Associates CA
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Ex-
change Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FREEDOM TAX CREDIT PLUS L.P.
By: RELATED FREEDOM ASSOCIATES L.P.
a general partner
By: RELATED FREEDOM ASSOCIATES INC.
a general partner
Date: June 18, 1999
By: /s/ J. Michael Fried
J. Michael Fried,
President and Director
By: FREEDOM GP INC.
a general partner
Date: June 18, 1999
By: /s/ J. Michael Fried
J. Michael Fried,
President and Director
Pursuant to the requirements of Section 13 or 15(d) of the Securities Ex-
change Act of 1934, the report has been signed below by the following persons
on behalf by the registrant and in the capacities and on the dates indicated:
Signature Title Date
President and Director
(Principal Executive Officer) of
/s/ J. Michael Fried Related Freedom Associates Inc.
J. Michael Fried and Freedom GP Inc. June 18, 1999
Senior Vice President
(Principal Financial Officer) of
/s/ Alan P. Hirmes Related Freedom Associates, Inc.
Alan P. Hirmes and Freedom GP Inc. June 18, 1999
Treasurer (Principal Accounting Officer)
/s/ Glenn F. Hopps of Related Freedom Associates, Inc.
Glenn F. Hopps and Freedom GP Inc. June 18, 1999
Director of Related
/s/ Stephen M. Ross Freedom Associates, Inc.
Stephen M. Ross June 18, 1999
FREEDOM TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Summarized condensed financial information of registrant (not including con-
solidated subsidiary partnerships)
CONDENSED BALANCE SHEETS
ASSETS
March 31,
1999 1998
Cash and cash equivalents $ 180,090 $ 417,413
Investment in subsidiary
partnerships,
carried on an equity basis 27,130,308 30,882,808
Other assets 69,652 69,652
Total assets $27,380,050 $31,369,873
LIABILITIES AND PARTNERS' CAPITAL
Due to general partner
and affiliates $ 2,926,106 $ 2,190,937
Accounts payable
and other liabilities 46,308 45,300
Total liabilities 2,972,414 2,236,237
Partners' capital 24,407,636 29,133,636
Total liabilities and
partners' capital $27,380,050 $31,369,873
FREEDOM TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF OPERATIONS
Year Ended March 31,
1999 1998 1997
Income
Other income $ 9,079 $ 15,441 $ 23,204
Expenses
Equity in losses of
subsidiary partnerships
(including share of
extraordinary loss
of $87,262 in 1997) 3,738,321 5,269,174 4,296,931
General and administrative 105,050 64,282 88,344
General and administrative-
related parties 894,159 879,500 887,197
Total Expenses 4,737,530 6,212,956 5,272,472
Net loss $(4,728,451) $(6,197,515) $(5,249,268)
FREEDOM TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS
Year Ended March 31,
1999 1998 1997
Net loss $(4,728,451) $(6,197,515) $(5,249,268)
Adjustments to reconcile
net loss to net cash
used in operating activities:
Equity in losses of
subsidiary partnerships 3,738,321 5,269,174 4,296,931
Increase (decrease)
in liabilities:
Due to general partner
and affiliates 735,169 680,557 687,588
Accounts payable and
other liabilities 1,008 0 1,300
Total adjustments 4,474,498 5,949,731 4,985,819
Net cash used in
operating activities (253,953) (247,784) (263,449)
Cash flows from
investing activities:
Distributions from
subsidiaries 16,630 15,709 116,296
Net decrease in cash
and cash equivalents (237,323) (232,075) (147,153)
Cash and cash equivalents,
beginning of year 417,413 649,488 796,641
Cash and cash equivalents,
end of year $ 180,090 $ 417,413 $ 649,488
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
MARCH 31, 1999
Cost Purchase Price
Initial Cost to Partnership Capitalized Adjustments(B)
Buildings and Subsequent to Buildings and
Description Encumbrances Land Improvements Acquisition Improvements
Properties:
Parkside Townhouses
York, PA $ 1,712,403 $ 263,231 $ 4,439,564 $ 51,289 $ 0
Twin Trees
Layton, UT 1,190,598 112,401 2,668,179 127,564 (47,642)
Bennion (Mulberry)
Taylorsville, UT 2,267,223 258,000 4,934,447 443,053 (22,842)
Hunters Chase
Madison, AL 2,610,441 411,100 5,616,330 147,896 (713,028)
Bethel Park
Bethel, OH 1,998,910 141,320 5,365,882 206,563 (846,229)
Zebulon Park
Owensville, OH 1,680,722 165,000 4,187,880 168,743 (542,936)
Tivoli Place
Murphreesboro, TN 1,602,017 267,500 4,146,759 157,407 (207,625)
Northwood
Jacksonville, FL 2,893,324 494,900 6,630,321 178,300 (294,886)
Oxford Trace
Aiken, SC 748,221 162,000 1,725,512 109,570 (161,049)
Wilshire
Huntsville, AL 1,789,906 178,497 4,014,281 (966,139) (432,405)
Ivanhoe
Salt Lake City, UT 541,059 41,000 1,136,915 33,554 0
Washington Avenue
Brooklyn, NY 0 42,485 2,843,351 73,904 0
C.H. Development
(Manhattan B)
New York, NY 1,711,843 3 3,294,688 46,902 0
Davidson Court
Staten Island, NY 0 96,892 773,052 37,064 0
Magnolia Mews
Philadelphia, PA 1,765,679 200,000 668,007 2,291,892 0
Oaks Village
Whiteville, NC 1,471,256 63,548 1,799,849 66,572 0
Greenfield Village
Dunn, NC 1,481,117 78,296 1,806,126 44,300 0
Morris Avenue
(CLM Equities)
Bronx, NY 2,566,427 2 4,767,049 135,554 0
Victoria Manor
Riverside, CA 2,600,591 615,000 5,340,962 (153,198) 0
Ogontz Hall
Philadelphia, PA 1,990,009 0 328,846 3,308,801 0
Eagle Ridge
Stoughton, WI 1,604,985 321,594 2,627,385 (971) 0
Nelson Anderson
Bronx, NY 3,766,360 2 6,524,096 44,583 0
Conifer Irondequoit
(Abraham Lincoln)
Irondequoit, NY 2,950,000 20,000 5,407,108 48,977 0
Wilson Street Apts.
(Middletown)
Middletown, PA 1,673,496 38,449 0 3,376,589 0
Lauderdale Lakes
Lauderdale Lakes, FL 5,099,531 873,973 3,976,744 5,264,760 0
Flipper Temple
Atlanta, GA 2,597,837 70,519 4,907,110 621,279 0
220 Cooper Street
Camden, NJ 988,475 41,000 0 3,658,906 0
Vendome
Brooklyn, NY 2,667,010 12,000 4,867,584 220,536 0
Pecan Creek
Tulsa, OK 1,011,131 50,000 1,484,923 46,003 0
New Augusta Ltd.
(Rainer Villas)
New Augusta, AL 718,026 15,000 939,681 58,341 0
Pine Shadow Apts.
Waveland, MS 1,637,810 74,550 2,117,989 118,100 0
Windsor Place Apts.
Wedowee, AL 765,033 40,000 904,888 12,588 0
Brookwood Apts.
Foley, AL 1,268,957 68,675 1,517,190 58,168 0
Heflin Hills Apts.
Heflin, AL 743,038 50,000 841,300 26,875 0
Shadowood Apts.
Stevenson, AL 747,488 27,000 898,800 4,173 0
Brittany Associates
DeKalb, MS 688,063 20,000 843,592 16,089 0
Hidden Valley Apts.
Brewton, AL 1,272,953 68,000 1,637,840 58,873 0
Westbrook Square L.P.
Carthage, MS 1,027,877 40,000 1,254,957 12,915 0
Warsaw Elderly Housing Ltd.
Warsaw, KY 1,140,194 98,819 1,333,606 6,247 0
West Hill Square Apts. Ltd.
Gordo, AL 770,572 60,000 954,020 10,237 0
Elmwood Assoc.
Picayune, MS 709,597 81,500 829,183 15,784 0
Harmony Gate Assoc.
Los Angeles, CA 3,977,665 0 9,757,807 27,490 0
$70,447,844 $5,662,256 $120,113,803 $20,216,133 $(3,268,642)
Gross Amount at which Carried At Close of Period
Buildings and
Description Land Improvements Total(A)
Properties:
Parkside Townhouses
York, PA $ 265,796 $ 4,488,288 $ 4,754,084
Twin Trees
Layton, UT 115,125 2,745,377 2,860,502
Bennion (Mulberry)
Taylorsville, UT 260,565 5,352,093 5,612,658
Hunters Chase
Madison, AL 413,665 5,048,633 5,462,298
Bethel Park
Bethel, OH 143,885 4,723,651 4,867,536
Zebulon Park
Owensville, OH 167,565 3,811,122 3,978,687
Tivoli Place
Murphreesboro, TN 270,065 4,093,976 4,364,041
Northwood
Jacksonville, FL 497,465 6,511,170 7,008,635
Oxford Trace
Aiken, SC 164,564 1,671,469 1,836,033
Wilshire
Huntsville, AL 181,060 2,613,174 2,794,234
Ivanhoe
Salt Lake City, UT 42,677 1,168,792 1,211,469
Washington Avenue
Brooklyn, NY 44,162 2,915,578 2,959,740
C.H. Development
(Manhattan B)
New York, NY 1,680 3,339,913 3,341,593
Davidson Court
Staten Island, NY 98,569 808,439 907,008
Magnolia Mews
Philadelphia, PA 201,677 2,958,222 3,159,899
Oaks Village
Whiteville, NC 65,225 1,864,744 1,929,969
Greenfield Village
Dunn, NC 79,973 1,848,749 1,928,722
Morris Avenue
(CLM Equities)
Bronx, NY 1,679 4,900,926 4,902,605
Victoria Manor
Riverside, CA 616,677 5,186,087 5,802,764
Ogontz Hall
Philadelphia, PA 1,677 3,635,970 3,637,647
Eagle Ridge
Stoughton, WI 323,271 2,624,737 2,948,008
Nelson Anderson
Bronx, NY 1,679 6,567,002 6,568,681
Conifer Irondequoit
(Abraham Lincoln)
Irondequoit, NY 21,677 5,454,408 5,476,085
Wilson Street Apts.
(Middletown)
Middletown, PA 40,126 3,374,912 3,415,038
Lauderdale Lakes
Lauderdale Lakes, FL 875,668 9,239,809 10,115,477
Flipper Temple
Atlanta, GA 72,196 5,526,712 5,598,908
220 Cooper Street
Camden, NJ 42,677 3,657,229 3,699,906
Vendome
Brooklyn, NY 13,677 5,086,443 5,100,120
Pecan Creek
Tulsa, OK 50,161 1,530,765 1,580,926
New Augusta Ltd.
(Rainer Villas)
New Augusta, AL 15,161 997,861 1,013,022
Pine Shadow Apts.
Waveland, MS 74,711 2,235,928 2,310,639
Windsor Place Apts.
Wedowee, AL 40,161 917,315 957,476
Brookwood Apts.
Foley, AL 68,836 1,575,197 1,644,033
Heflin Hills Apts.
Heflin, AL 50,161 868,014 918,175
Shadowood Apts.
Stevenson, AL 27,161 902,812 929,973
Brittany Associates
DeKalb, MS 20,161 859,520 879,681
Hidden Valley Apts.
Brewton, AL 68,161 1,695,552 1,764,713
Westbrook Square L.P.
Carthage, MS 40,161 1,267,711 1,307,872
Warsaw Elderly Housing Ltd.
Warsaw, KY 98,980 1,339,692 1,438,672
West Hill Square Apts. Ltd.
Gordo, AL 60,161 964,096 1,024,257
Elmwood Assoc.
Picayune, MS 81,661 844,806 926,467
Harmony Gate Assoc.
Los Angeles, CA 161 9,785,136 9,785,297
$5,720,520 $137,003,030 $142,723,550
Life on which
Depreciation in
Year of Latest Income
Accumulated Construction/ Date Statements are
Description Depreciation Renovation Acquired Computed(C)(D)
Properties:
Parkside Townhouses
York, PA $ 1,346,918 1989 Sept. 1990 27.5
Twin Trees
Layton, UT 946,877 1989 Oct. 1990 27.5
Bennion (Mulberry)
Taylorsville, UT 1,880,615 1989 Oct. 1990 27.5
Hunters Chase
Madison, AL 1,884,377 1989 Oct. 1990 27.5
Bethel Park
Bethel, OH 1,794,142 1989 Oct. 1990 27.5
Zebulon Park
Owensville, OH 1,396,324 1989 Oct. 1990 27.5
Tivoli Place
Murphreesboro, TN 1,446,616 1989 Oct. 1990 27.5
Northwood
Jacksonville, FL 2,332,063 1989 Oct. 1990 27.5
Oxford Trace
Aiken, SC 586,071 1989 Oct. 1990 27.5
Wilshire
Huntsville, AL 1,311,924 1989 Oct. 1990 27.5
Ivanhoe
Salt Lake City, UT 310,158 1991 Jan. 1991 27.5
Washington Avenue
Brooklyn, NY 740,082 1991 Jan. 1991 27.5
C.H. Development
(Manhattan B)
New York, NY 1,019,389 1991 Jan. 1991 27.5
Davidson Court
Staten Island, NY 221,629 1991 Mar. 1991 27.5
Magnolia Mews
Philadelphia, PA 752,955 1991 Mar. 1991 27.5
Oaks Village
Whiteville, NC 587,695 1991 Mar. 1991 27.5
Greenfield Village
Dunn, NC 584,131 1991 Mar. 1991 27.5
Morris Avenue
(CLM Equities)
Bronx, NY 1,291,104 1991 Apr. 1991 27.5
Victoria Manor
Riverside, CA 1,464,941 1991 Apr. 1991 27.5
Ogontz Hall
Philadelphia, PA 916,726 1990 Apr. 1991 27.5
Eagle Ridge
Stoughton, WI 983,467 1991 May 1991 27.5
Nelson Anderson
Bronx, NY 1,736,539 1991 June 1991 27.5
Conifer Irondequoit
(Abraham Lincoln)
Irondequoit, NY 1,530,215 1991 Sept. 1991 27.5
Wilson Street Apts.
(Middletown)
Middletown, PA 824,878 1991 Sept. 1991 27.5
Lauderdale Lakes
Lauderdale Lakes, FL 1,675,154 1991 Oct. 1991 40
Flipper Temple
Atlanta, GA 1,488,789 1991 Oct. 1991 27.5
220 Cooper Street
Camden, NJ 955,757 1991 Dec. 1991 27.5
Vendome
Brooklyn, NY 1,732,653 1991 Dec. 1991 20
Pecan Creek
Tulsa, OK 347,350 1991 Dec. 1991 27.5
New Augusta Ltd.
(Rainer Villas)
New Augusta, AL 195,895 1991 Dec. 1991 27.5
Pine Shadow Apts.
Waveland, MS 559,456 1991 Dec. 1991 27.5
Windsor Place Apts.
Wedowee, AL 186,361 1991 Dec. 1991 27.5
Brookwood Apts.
Foley, AL 331,065 1991 Dec. 1991 27.5
Heflin Hills Apts.
Heflin, AL 182,233 1991 Dec. 1991 27.5
Shadowood Apts.
Stevenson, AL 188,139 1991 Dec. 1991 27.5
Brittany Associates
DeKalb, MS 186,507 1990 Dec. 1991 27.5
Hidden Valley Apts.
Brewton, AL 341,827 1991 Dec. 1991 27.5
Westbrook Square L.P.
Carthage, MS 266,518 1990 Dec. 1991 27.5
Warsaw Elderly Housing Ltd.
Warsaw, KY 264,966 1991 Dec. 1991 27.5
West Hill Square Apts. Ltd.
Gordo, AL 205,063 1991 Dec. 1991 27.5
Elmwood Assoc.
Picayune, MS 162,708 1991 Dec. 1991 27.5
Harmony Gate Assoc.
Los Angeles, CA 2,348,185 1992 Jan. 1992 27.5
$39,508,462
(A) Aggregate cost for federal income tax purposes, $145,822,572
(B) Rental guarantees and development deficit guarantees for GAAP purposes
are treated as a reduction of the asset
(C) Furniture and fixtures, included with buildings and improvements, are
depreciated primarily by the straight line method over the estimated useful
lives ranging from 5 to 7 years.
(D) Since all properties were acquired as operating properties, depreciation
is computed using primarily the straight line method over the estimated
useful lives determined by the Partnership from date of acquisition.
(E) Reconciliation of Real Estate owned:
Cost of Property and Equipment
Year Ended March 31,
1999 1998 1997
Balance at beginning of year $142,201,472 $142,937,104 $142,502,912
Additions during year:
Improvements 522,078 364,368 434,192
Depreciation expense
Loss on impairment of asset 0 (1,100,000) 0
Balance at close of year $142,723,550 $142,201,472 $142,937,104
Accumulated Depreciation
Year Ended March 31,
1999 1998 1997
Balance at beginning of year $34,548,717 $29,490,168 $24,353,844
Additions during year:
Improvements
Depreciation expense 4,959,745 5,058,549 5,136,324
Loss on impairment of asset
Balance at close of year $39,508,462 $34,548,717 $29,490,168
At the time the local partnerships were acquired by Freedom Tax Credit Plus
L.P., the entire purchase price paid by Freedom Tax Credit Plus L.P. was
pushed down to the local partnerships as property and equipment with an off-
setting 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.