SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------ EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2004
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
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------ ------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes No X
------ ------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
============ ============
December 31, March 31,
2004 2004
------------ ------------
(Unaudited)
ASSETS
Property and equipment - (at cost,
net of accumulated depreciation
of $67,348,018 and $63,733,516,
respectively) $ 77,172,561 $ 80,476,651
Cash and cash equivalents 2,427,262 2,492,636
Cash held in escrow 5,315,365 4,743,491
Deferred costs (net of accumulated
amortization of $2,118,595
and $1,988,501, respectively) 849,291 979,385
Other assets 1,544,136 1,247,703
------------ ------------
Total Assets $ 87,308,615 $ 89,939,866
============ ============
2
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(continued)
============ ============
December 31, March 31,
2004 2004
------------ ------------
(Unaudited)
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 65,443,918 $ 66,285,158
Accounts payable and other
liabilities 2,343,190 1,771,574
Due to local general partners and
affiliates 3,850,834 3,922,555
Due to general partners and
affiliates (Note 2) 8,613,408 7,861,874
------------ ------------
Total Liabilities 80,251,350 79,841,161
------------ ------------
Minority interests 7,868,276 8,001,969
------------ ------------
Partners' Capital (Deficit):
Limited partners (72,896 BACs
issued and outstanding) (122,255) 2,756,415
General partners (688,756) (659,679)
------------ ------------
Total Partners' Capital (Deficit) (811,011) 2,096,736
------------ ------------
Total Liabilities and Partners'
Capital (Deficit) $ 87,308,615 $ 89,939,866
============ ============
The accompanying notes are an integral part of these consolidated condensed
financial statements.
3
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF
OPERATIONS
(Unaudited)
============================ =============================
Three Months Ended Nine Months Ended
December 31, December 31,
---------------------------- -----------------------------
2004 2003 2004 2003
---------------------------- -----------------------------
Revenues
Rental income $ 3,686,882 $ 3,680,546 $ 11,215,763 $ 10,968,475
Other 376,665 349,842 1,106,203 1,091,163
Gain on sale of
marketable securities 0 4,966 0 4,966
------------ ------------ ------------ ------------
Total revenues 4,063,547 4,035,354 12,321,966 12,064,604
------------ ------------ ------------ ------------
Expenses
General and
administrative 754,468 679,023 2,108,778 2,135,392
General and
administrative-
related parties
Note 2) 460,116 409,783 1,386,502 1,270,239
Operating and
other 316,539 355,945 1,126,205 1,083,921
Repairs and
maintenance 673,869 719,531 2,291,260 2,122,981
Real estate taxes 245,294 251,926 741,168 750,690
Insurance 208,123 140,547 590,544 476,104
Financial 1,097,613 1,096,321 3,268,729 3,372,305
Depreciation and
amortization 1,237,518 1,228,597 3,744,596 3,701,121
------------ ------------ ------------ ------------
Total expenses 4,993,540 4,881,673 15,257,782 14,912,753
------------ ------------ ------------ ------------
Loss before
minority interest (929,993) (846,319) (2,935,816) (2,848,149)
Minority interest
in loss of
subsidiary
partnerships 9,222 7,923 28,069 28,896
------------ ------------ ------------ ------------
Net loss $ (920,771) $ (838,396) $ (2,907,747) $ (2,819,253)
============ ============ ============ ============
Net loss - limited
partners $ (911,563) $ (830,012) $ (2,878,670) $ (2,791,060)
============ ============ ============ ============
Number of BACs
outstanding 72,896 72,896 72,896 72,896
============ ============ ============ ============
Basic net loss
per BAC $ (12.51) $ (11.39) $ (39.49) $ (38.29)
============ ============ ============ ============
The accompanying notes are an integral part of these consolidated condensed
financial statements.
4
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF
CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Limited General
Total Partners Partners
----------- ----------- -----------
Partners' capital (deficit) -
April 1, 2004 $ 2,096,736 $ 2,756,415 $ (659,679)
Net loss (2,907,747) (2,878,670) (29,077)
----------- ----------- -----------
Partners' deficit -
December 31, 2004 $ (811,011) $ (122,255) $ (688,756)
=========== =========== ===========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
5
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF
CASH FLOWS
(Unaudited)
===========================
Nine Months Ended
December 31,
---------------------------
2004 2003
---------------------------
Cash flows from operating activities:
Net loss $(2,907,747) $(2,819,253)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 3,744,596 3,701,121
Minority interest in loss of
subsidiaries (28,069) (28,896)
Gain on sale of marketable securities 0 (4,966)
Increase in cash held
in escrow (571,874) (589,826)
Increase in other assets (296,433) (218,629)
Increase in accounts payable
and other liabilities 571,616 978,387
Increase in due to general partners
and affiliates 751,534 614,769
Increase in due to local general
partners and affiliates 64,046 13,126
Decrease in due to local general
partners and affiliates (135,767) (345,595)
----------- -----------
Net cash provided by
operating activities 1,191,902 1,300,238
----------- -----------
Cash flows from investing activities:
Acquisition of property and
equipment (310,412) (420,985)
Proceeds from sale of marketable
securities 0 114,464
----------- -----------
Net cash used in investing activities (310,412) (306,521)
----------- -----------
6
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF
CASH FLOWS
(Unaudited)
(continued)
===========================
Nine Months Ended
December 31,
---------------------------
2004 2003
---------------------------
Cash flows from financing activities:
Repayments of mortgage notes (841,240) (778,526)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (105,624) (17,310)
----------- -----------
Net cash used in financing
activities (946,864) (795,836)
----------- -----------
Net (decrease) increase in cash and
cash equivalents (65,374) 197,881
Cash and cash equivalents at
beginning of period 2,492,636 2,247,128
----------- -----------
Cash and cash equivalents at
end of period $ 2,427,262 $ 2,445,009
=========== ===========
Supplemental disclosure of cash
flow information:
Cash paid during period for
interest $ 3,063,958 $ 3,106,061
=========== ===========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
7
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Freedom Tax Credit
Plus L.P. ("the Partnership") and 42 subsidiary partnerships ("subsidiaries",
"subsidiary partnerships" or "Local Partnerships") in which the Partnership is a
limited partner. Through the rights of the Partnership and/or an affiliate of a
General Partner, which affiliate has a contractual obligation to act on behalf
of the Partnership, to remove the general partner of the Local Partnerships and
to approve certain major operating and financial decisions, the Partnership has
a controlling financial interest in the Local Partnerships.
The Partnership's fiscal quarter ends December 31. All subsidiaries have fiscal
quarters ending September 30 in order to allow adequate time for the
subsidiaries' financial statements to be prepared and consolidated. Accounts of
the subsidiaries have been adjusted for intercompany transactions from October 1
through December 31.
All intercompany accounts and transactions have been eliminated in
consolidation.
Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arise from cash contributions from and cash
distributions to the minority interest partners.
Losses attributable to minority interests aggregated approximately $9,000,
$8,000, $28,000 and $29,000 for the three and nine months ended December 31,
2004 and 2003, respectively. The Partnership's investment in each subsidiary is
generally equal to the respective subsidiary's partners' equity less minority
interest capital, if any.
The books and records of the Partnership are maintained on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America. In the opinion of the General Partners of the
Partnership, the accompanying unaudited financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the financial position of the Partnership as of December 31,
2004, the results of operations for the three and nine months ended December 31,
2004 and 2003 and cash flows for the nine months ended December 31, 2004 and
8
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)
2003. However, the operating results and cash flows for the nine months ended
December 31, 2004 may not be indicative of the results for the entire year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted or condensed. These condensed
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Partnership's Annual Report on Form 10-K for
the year ended March 31, 2004.
Rental income is recognized as rent becomes due and charged to tenants accounts
receivable if not received by the due date. Rental income is typically due the
first day of each month, but can vary by property due to the terms of each
tenants' lease. Rental payments received in advance of the due date are deferred
until earned. Rental subsidies are recognized as rental income during the month
in which it is received and applied. The related rental subsidy programs have
expiration dates that terminate upon total disbursement of the assistance
obligation.
9
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)
Note 2 - Related Party Transactions
The costs incurred to related parties for the three and nine months ended
December 31, 2004 and 2003 were as follows:
Three Months Ended Nine Months Ended
December 31, December 31,
----------------------- -----------------------
2004 2003 2004 2003
----------------------- -----------------------
Partnership manage-
ment fees (a) $ 169,000 $ 169,000 $ 507,000 $ 507,000
Expense reimburse-
ment (b) 58,829 28,461 168,609 127,223
Local administra-
tive fee (c) 13,000 13,000 40,000 40,000
---------- ---------- ---------- ----------
Total general and
administrative-
General Partners 240,829 210,461 715,609 674,223
---------- ---------- ---------- ----------
Property manage-
ment fees
incurred to
affiliates of
the subsidiary
partnerships'
general
partners (d) 219,287 199,322 670,893 596,016
---------- ---------- ---------- ----------
Total general and
administrative-
related parties $ 460,116 $ 409,783 $1,386,502 $1,270,239
========== ========== ========== ==========
(a) The General Partners are entitled to receive a partnership management fee,
after payment of all Partnership expenses, which together with the annual local
administrative fees, will not exceed a maximum of 0.5% per annum of invested
assets (as defined in the Partnership Agreement), for administering the affairs
of the Partnership. Subject to the foregoing limitation, the partnership
management fee will be determined by the General Partners in their sole
discretion based upon their review of the Partnership's investments. Unpaid
partnership management fees for any year will be accrued without interest and
will be payable from working capital reserves or to the extent of available
funds after the Partnership has made distributions to the Limited Partners and
BACs holders of sale or refinancing proceeds equal to their original capital
10
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)
contributions plus a 10% priority return thereon (to the extent not theretofore
paid out of cash flow). Partnership management fees owed to the General Partners
amounting to approximately $6,715,000 and $6,208,000 were accrued and unpaid as
of December 31, 2004 and March 31, 2004, respectively. 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. The Partnership is dependent upon the support of the General
Partners and certain of their 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.
(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. Another
affiliate of the General Partners performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance.
(c) Freedom SLP L.P., a special limited partner of the subsidiary partnerships,
is entitled to receive an annual local administrative fee up to $2,500 per year
from each subsidiary partnership.
(d) Property management fees incurred by subsidiary partnerships amounted to
$262,724, $265,654, $798,855 and $794,480 for the three and nine months ended
December 31, 2004 and 2003, respectively. Of these fees, $219,287, $199,322,
$670,893 and $596,016, respectively, were incurred to affiliates of the
subsidiary partnerships' general partners for the three and nine months ended
December 31, 2004 and 2003, respectively.
11
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)
Note 3 - Contingencies
Washington Brooklyn
- -------------------
In or about September 2003, two putative mortgagees commenced a mortgage
foreclosure action in the Supreme Court of the State of New York, Kings County
(the "Court"), entitled 150 Beach 120th Street Inc. v. Washington Brooklyn
Limited Partnership, Index No. 35255/2003, seeking to foreclose on an alleged
$100,000 loan and mortgage against the real property (the "Apartment Complex")
owned by Washington Brooklyn Limited Partnership ("Washington"). Apparently, the
former general partner of Washington, BUFNY Houses of Brooklyn, Inc. ("BUFNY"),
allegedly granted two mortgages in the amounts of $225,000 and $100,000 secured
by the Apartment Complex. Each of the foregoing mortgages was granted without
the knowledge and consent of Freedom SLP, L.P. (the "Special Limited Partner")
or the Partnership (collectively the "Freedom LPs"), as required by Washington's
Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement"). The Freedom LPs believe that BUFNY did not use the alleged loan
proceeds for the benefit of Washington or the Apartment Complex. For these and
other reasons, the Freedom LPs contend that the alleged mortgages are invalid.
In addition, BUFNY allegedly failed to comply with the terms of either mortgage,
which resulted in the holders of the alleged $100,000 mortgage commencing the
foreclosure proceedings. BUFNY did not appear in or otherwise respond to the
foreclosure proceedings. The holders of the alleged $225,000 mortgage have not
yet, to the knowledge of the Freedom LPs, commenced any foreclosure proceedings.
Shortly after the Freedom LPs became aware of these foreclosure proceedings,
their counsel contacted counsel for the plaintiffs and mortgagees in an effort
to learn more about the alleged mortgages and to resolve the disputes relating
to the mortgages. When those efforts failed, the Freedom LPs filed a motion to
intervene in the foreclosure action and for leave to file a late answer on
behalf of themselves and Washington. The Freedom LPs contend that the mortgages
are invalid and that Washington is not liable for them or the underlying
indebtedness. In an order dated September 7, 2004, the Court granted the Freedom
LPs' motion to intervene and to file a late answer on behalf of the Partnership.
12
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)
On or about September 21, 2004, the Freedom LPs, on behalf of themselves and the
Partnership, served an answer, counterclaims and crossclaims in defending
against the action. The answer denied the material allegations of the complaint
and asserted certain affirmative defenses, counterclaims and crossclaims. Among
other things, the Freedom LPs, on behalf of themselves and the Partnership,
added The Levites Organization, one of the two co-holders of the $225,000
mortgage for which the plaintiffs' complaint did not seek foreclosure, as an
additional counterclaim defendant, and the Freedom LPs assert that both the
$100,000 and $225,000 mortgages are invalid and void ab initio. The parties are
currently engaged in taking discovery.
The Freedom LPs intend to defend the action and prosecute their counterclaims
and crossclaims vigorously. If the Court were to reject the Freedom LPs defenses
and counterclaims, then it is possible that the Apartment Complex might be
foreclosed upon and the Partnership might lose its title to and interests in the
Apartment Complex, as well as risk possible recapture of a portion of the tax
credits generated by Washington. However, the final outcome of this case cannot
be determined at this time.
In addition, due to BUFNY's breach of fiduciary duties and breaches of the
Partnership Agreement, the Special Limited Partner exercised its rights under
the Partnership Agreement to remove BUFNY as Washington's general partner and to
substitute itself as the new replacement general partner, effective April 26,
2004.
13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership's sources of funds during the nine months ended December 31,
2004, include working capital reserves, interest earned on working capital and
distributions received from the Local Partnerships. None of these sources
generated substantial amounts of funds.
A working capital reserve of approximately $57,000, exclusive of Local
Partnerships' working capital, remains as of December 31, 2004.
During the nine months ended December 31, 2004 and 2003, the distributions
received from the Local Partnerships approximated $93,000 and $48,000,
respectively. 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
preceding paragraph and the continued deferral by the General Partners of fees
owed to them will be used to meet the operating expenses of the Partnership.
Partnership management fees owed to the General Partners amounting to
approximately $6,715,000 and $6,208,000 were accrued and unpaid as of December
31, 2004 and March 31, 2004, respectively. Without the General Partners
continued accrual without payments, 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 do so and to
the extent cash flow becomes available, such fees will be paid. The Partnership
is dependent upon the support of the General Partners and certain of their
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.
During the nine months ended December 31, 2004, cash and cash equivalents of the
Partnership and its forty-two consolidated Local Partnerships decreased
approximately $65,000 due to acquisitions of property and equipment ($310,000),
a decrease in capitalization of consolidated subsidiaries attributable to
minority interest ($106,000) and repayments of mortgage notes ($841,000) which
exceeded cash provided by operating activities ($1,192,000). Included in the
adjustments to reconcile the net loss to net cash provided by operating
activities is depreciation and amortization of approximately $3,745,000.
Management is not aware of any trends or events, commitments or uncertainties,
which have not otherwise been disclosed, that will or are likely to impact
liquidity in a material way. Management believes the only impact would be from
14
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 experiencing downswings. 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 tax credits in place.
The tax credits are attached to the property for a period of ten years and are
transferable with the property during the remainder of such ten year period. As
of December 31, 2002 all the Local Partnerships have completed their tax credit
periods and the Partnership has met its primary objective of generating Housing
Tax Credits ("Tax Credits") for qualified BACs holders. However, each Local
Partnership must continue to comply with the Tax Credit requirements until the
end of the 15 year Compliance Period ("Compliance Period") in order to avoid
recapture of the Tax Credits. The Compliance Period ends between December 31,
2004 and December 31, 2007 with respect to the Properties depending upon when
the Compliance Period commenced.
Critical Accounting Policies
- ----------------------------
In preparing the consolidated financial statements, management has made
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates. Set forth below is a summary of the accounting policies
that management believes are critical to the preparation of the consolidated
financial statements. The summary should be read in conjunction with the more
complete discussion of the Company's accounting policies included in Note 2 to
the consolidated financial statements in the Partnership's Annual Report on Form
10-K for the year ended March 31, 2004.
(a) Property and Equipment
Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, and any other costs incurred
in acquiring the properties. The cost of property and equipment is depreciated
over their estimated useful lives using accelerated and straight-line methods.
Expenditures for repairs and maintenance are charged to expense as incurred;
major renewals and betterments are capitalized. At the time property and
equipment are retired or otherwise disposed of, the cost and accumulated
depreciation are eliminated from the assets and accumulated depreciation
accounts and the profit or loss on such disposition is reflected in earnings.
The Partnership complies with Statement of Financial Accounting Standards (SFAS)
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". A loss
15
on impairment of assets is recorded when management estimates amounts
recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time property investments
themselves are reduced to estimated fair value (generally using discounted cash
flows).
(b) 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.
New Accounting Pronouncements
- -----------------------------
In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 is applicable immediately for variable interest entities created after
January 31, 2003. For variable interest entities created before February 1,
2003, the provisions of FIN 46 are applicable no later than July 1, 2003. The
Partnership has not created any variable interest entities after January 31,
2003. In December 2003 the FASB redeliberated certain proposed modifications and
revised FIN 46 ("FIN 46 (R)"). The revised provisions are applicable no later
than the first reporting period ending after March 15, 2004. The adoption of FIN
46 and FIN 46 (R) is not anticipated to have a material impact on the
Partnership's financial reporting and disclosures.
Results of Operations
- ---------------------
The results of operations for the three and nine months ended December 31, 2004
continued to be in the form of rental income with corresponding expenses divided
among operations, depreciation and mortgage interest.
Rental income remained fairly consistent with an increase of less than 1% and
approximately 2% for the three and nine months ended December 31, 2004 as
compared to the corresponding periods in 2003, primarily due to rental rate
increases.
Total expenses, excluding general and administrative, general and
administrative-related parties, operating and other and insurance, remained
fairly consistent with a decrease of approximately 1% and an increase of
approximately 1% for the three and nine months ended December 31, 2004 as
compared to the corresponding periods in 2003.
16
General and administrative expense increased approximately $75,000 for the three
months ended December 31, 2004 as compared to the corresponding period in 2003,
primarily due to the receipt of an incentive management fee at one Local
Partnership during the three months ended December 31, 2004.
General and administrative-related parties expense increased approximately
$50,000 and $116,000 for the three and nine months ended December 31, 2004 as
compared to the corresponding periods in 2003, primarily due to changes in
management agents at two Local Partnerships to affiliates of the general partner
during the first quarter of 2004 and increased expense reimbursements at the
Partnership level.
Operating and other expense decreased approximately $39,000 for the three months
ended December 31, 2004 as compared to the corresponding period in 2003,
primarily due to an underaccrual in the second quarter of 2003 at one Local
Partnership that was corrected in the third quarter of 2003.
Insurance expense increased by approximately $68,000 and $114,000 for the three
and nine months ended December 31, 2004 as compared to the corresponding periods
in 2003, primarily due to an increase in insurance premiums at the Local
Partnerships.
Item 3. 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 4. Controls and Procedures
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Principal Executive
Officer and Principal Financial Officer of Related Freedom Associates L.P. and
Freedom G.P. Inc., the general partners of the Partnership, has evaluated the
effectiveness of the Partnership's disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), as of the end of the period covered by
this report. Based on such evaluation, such officer has concluded that, as of
the end of such period, the Partnership's disclosure controls and procedures are
effective.
(b) INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not been any changes
in Partnership's internal control over financial reporting during the fiscal
quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Partnership's internal control over
financial reporting.
17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - See Item 1. Financial Statements - Note 3.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits
(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 supplemented, the "Prospectus"), filed with the Securities and Exchange
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
exhibit 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
Partnership's acquisition of Local Partnership Interests, incorporated herein as
an exhibit by reference to Exhibit (10C) to the Initial 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
18
(31.1) Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
(32.1) Certification Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and
Section 1350 of Title 18 of the United States Code (18 U.S.C. 1350).
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FREEDOM TAX CREDIT PLUS L.P.
(Registrant)
By: RELATED FREEDOM ASSOCIATES L.P.,
a General Partner
By: RELATED FREEDOM ASSOCIATES INC.,
General Partner
Date: February 1, 2005
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes, President
(Principal Executive and
Financial Officer)
Date: February 1, 2005
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps, Treasurer
(Principal Accounting Officer)
and
By: FREEDOM GP INC.,
a General Partner
Date: February 1, 2005
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes, President
(Principal Executive and
Financial Officer)
Date: February 1, 2005
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps, Treasurer
(Principal Accounting Officer)
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE
13a-14(a) OR RULE 15d-14(a)
I, Alan P. Hirmes, Principal Executive Officer and Principal Financial Officer
of Related Freedom Associates L.P. and Freedom GP Inc. (the "General Partners"),
each of which is a general partner of Freedom Tax Credit Plus L.P. (the
"Partnership"), hereby certify that:
1. I have reviewed this quarterly report on Form 10-Q for the period ended
December 31, 2004 of the Partnership;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit stating a material fact
necessary in order to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present, in all
material respects the financial condition, results of operations and
cash flows of the Partnership as of, and for, the periods presented in
this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Partnership and I
have:
a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the Partnership
including its consolidated subsidiaries, is made known to me by others
within those entities, particularly during the period in which this
quarterly report was being prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles; and
c) evaluated the effectiveness of the Partnership's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end
of the period covered by this quarterly report based on such
evaluation; and
d) disclosed in this quarterly report any change in the Partnership's
internal control over financial reporting that occurred during the
period ending December 31, 2004 that has materially affected, or is
reasonably likely to materially affect, the Partnership's internal
control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the Partnership's auditors and to
the boards of directors of the General Partners:
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Partnership's
internal control over financial reporting.
Date: February 1, 2005
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Principal Executive Officer and
Principal Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
RULE 13a-14(b) OR RULE 15d-14(b) AND
SECTION 1350 OF TITLE 18 OF THE
UNITED STATES CODE (18 U.S.C. 1350)
In connection with the Quarterly Report of Freedom Tax Credit Plus L.P. (the
"Partnership") on Form 10-Q for the period ended December 31, 2004 as filed with
the Securities and Exchange Commission ("SEC") on the date hereof (the
"Report"), I, Alan P. Hirmes, Principal Executive Officer and Principal
Financial Officer of Related Freedom Associates L.P. and Freedom GP Inc., each
of which is the general partner of the Partnership, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Partnership.
A signed original of this written statement required by Section 906 has been
provided to the Partnership and will be retained by the Partnership and
furnished to the SEC or its staff upon request.
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Principal Executive Officer and Principal Financial Officer
February 1, 2005