FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
-------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from -------- to --------
Commission file number 0-19443
-----------------------------------------
BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP
- -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3066791
- -------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Boston Place, Suite 2100, Boston, Massachusetts 02108
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 624-8900
--------------
- -----------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2)has been subject to such filing
requirements for the past 90 days.
Yes X No
------ ------
<PAGE>
BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP
-----------------------------------------------------
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996
-----------------------------------------------
TABLE OF CONTENTS
-----------------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements..............................
Balance Sheets....................................
Statements of Operations..........................
Statement of Changes in Partners' Capital.........
Statements of Cash Flows..........................
Notes to Financial Statements.....................
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations.....................................
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................
Signatures........................................
<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
BALANCE SHEETS
June 30, March 31,
1996 1996
(Unaudited) (Audited)
------------ ------------
ASSETS
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $76,109,928 $80,065,183
OTHER ASSETS
Cash and cash equivalents 1,783,058 1,862,286
Notes Receivable 1,168,584 1,168,584
Deferred acquisition costs (Note B) 1,274,743 1,286,884
Organization costs, net of accumulated
amortization (Note B) - 9,828
Other assets 1,093,447 1,093,447
---------- ---------
$81,429,760 $85,486,212
========== ==========
LIABILITIES
Accounts payable & accrued
expenses $ 16,039 $ 14,877
Accounts Payable - affiliates (Note C) 9,745,413 9,118,716
Capital Contributions payable (Note D) 1,825,516 1,920,536
---------- ----------
11,587,968 11,054,129
---------- ----------
PARTNERS' CAPITAL
Limited Partners
Units of limited partnership interest,
$10 stated value per BAC; 20,000,000
authorized BACs, 18,679,738 issued and
outstanding 70,760,088 75,304,476
General Partner (918,296) (872,393)
---------- ----------
69,841,792 74,432,083
---------- ----------
$81,429,760 $85,486,212
========== ==========
The accompanying notes are an integral part of these statements.
1<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
BALANCE SHEETS
SERIES 7
----------------------------
June 30, March 31,
1996 1996
(Unaudited) (Audited)
----------- ---------
ASSETS
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $2,769,608 $2,897,708
OTHER ASSETS
Cash and cash equivalents 933 4,874
Notes receivable - -
Deferred acquisition costs (Note B) - -
organization costs, net of
accumulated amortization (Note B) - -
Other assets 16,450 16,450
--------- ---------
$2,786,991 $2,919,032
========= =========
LIABILITIES
Accounts payable and accrued
expenses $ - $ -
Accounts payable - affiliates (Note C) 619,693 590,023
Capital contributions payable (Note D) - -
--------- ---------
619,693 590,023
--------- ---------
PARTNERS' CAPITAL
Limited Partners
Units of limited partnership interest,
$10 stated value per BAC; 20,000,000
authorized BACs 1,036,100 and issued
outstanding 2,235,551 2,395,645
General Partner (68,253) (66,636)
--------- ---------
2,167,298 2,329,009
--------- ---------
$2,786,991 $2,919,032
========= =========
The accompanying notes are an integral part of these statements.
2<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
BALANCE SHEETS
SERIES 9
----------------------------
June 30, March 31,
1996 1996
ASSETS (Unaudited) (Audited)
----------- ---------
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $14,430,009 $15,204,634
OTHER ASSETS
Cash and cash equivalents 582,854 658,264
Notes receivable - -
Deferred acquisition costs (Note B) 22,835 23,052
Organization costs, net of
accumulated amortization (Note B) - -
Other assets 12,351 12,351
---------- ----------
$15,048,049 $15,898,301
========== ==========
LIABILITIES
Accounts payable & accrued
expenses $ 1,164 $ -
Accounts payable - affiliates (Note C) 2,449,538 2,306,757
Capital contributions payable (Note D) 4,590 99,610
---------- ----------
2,455,292 2,406,367
---------- ----------
PARTNERS' CAPITAL
Limited Partners
Units of limited partnership interest,
$10 stated value per BAC; 20,000,000
authorized BACs, 4,178,029 and issued
outstanding 12,827,170 13,717,355
General Partner (234,413) (225,421)
---------- ----------
12,592,757 13,491,934
---------- ----------
$15,048,049 $15,898,301
========== ==========
The accompanying notes are an integral part of these statements.
3<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
BALANCE SHEETS
SERIES 10
----------------------------
June 30, March 31,
1996 1996
ASSETS (Unaudited) (Audited)
----------- ---------
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $ 9,858,598 $10,398,970
OTHER ASSETS
Cash and cash equivalents 150,330 152,625
Notes receivable - -
Deferred acquisition costs (Note B) 90,336 91,197
Organization costs, net of
accumulated amortization (Note B) - -
Other assets 38,979 38,979
---------- ----------
$10,138,243 $10,681,771
========== ==========
LIABILITIES
Accounts payable & accrued
expenses $ - $ -
Accounts payable - affiliates (Note C) 1,717,326 1,628,452
Capital contributions payable (Note D) - -
---------- ----------
1,717,326 1,628,452
---------- ----------
PARTNERS' CAPITAL
Limited Partners
Units of limited partnership interest,
$10 stated value per BAC; 20,000,000
authorized BACs, 2,428,925 and issued
outstanding 8,547,521 9,173,599
General Partner (126,604) (120,280)
---------- ----------
8,420,917 9,053,319
---------- ----------
$10,138,243 $10,681,771
========== ==========
The accompanying notes are an integral part of these statements.
4<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
BALANCE SHEETS
SERIES 11
----------------------------
June 30, March 31,
1996 1996
(Unaudited) (Audited)
------------ ----------
ASSETS
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $10,013,130 $10,593,335
OTHER ASSETS
Cash and cash equivalents 227,366 233,619
Notes receivable - -
Deferred acquisition costs (Note B) 45,788 46,224
Organization costs, net of
accumulated amortization (Note B) - -
Other assets 35,844 35,844
---------- ----------
$10,322,128 $10,909,022
========== ==========
LIABILITIES
Accounts payable & accrued
expenses $ - $ -
Accounts payable - affiliates (Note C) 1,055,813 974,392
Capital contributions payable (Note D) 27,528 27,528
---------- ----------
1,083,341 1,001,920
---------- ----------
PARTNERS' CAPITAL
Limited Partners
Units of limited partnership interest,
$10 stated value per BAC; 20,000,000
authorized BACs, 2,489,599 issued and
outstanding 9,361,084 10,022,716
General Partner (122,297) (115,614)
---------- ----------
9,238,787 9,907,102
---------- ----------
$10,322,128 $10,909,022
========== ==========
The accompanying notes are an integral part of these statements.
5<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
BALANCE SHEETS
SERIES 12
----------------------------
June 30, March 31,
1996 1996
(Unaudited) (Audited)
------------ ----------
ASSETS
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $13,286,223 $13,899,593
OTHER ASSETS
Cash and cash equivalents 171,694 167,568
Notes receivable - -
Deferred acquisition costs (Note B) 349,566 352,896
Organization costs, net of
accumulated amortization (Note B) - -
Other assets 52,141 52,141
--------- ---------
$13,859,624 $14,472,198
========== ==========
LIABILITIES
Accounts payable & accrued
expenses $ - $ -
Accounts payable - affiliates (Note C) 1,340,933 1,245,117
Capital contributions payable (Note D) 87,835 87,835
---------- ----------
1,428,768 1,332,952
---------- ----------
PARTNERS' CAPITAL
Limited Partners
Units of limited partnership interest,
$10 stated value per BAC; 20,000,000
authorized BACs, 2,972,795 issued and
outstanding 12,563,806 13,265,112
General Partner (132,950) (125,866)
---------- ----------
12,430,856 13,139,246
---------- ----------
$13,859,624 $14,472,198
========== ==========
The accompanying notes are an integral part of these statements.
6<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
BALANCE SHEETS
SERIES 14
----------------------------
June 30, March 31,
1996 1996
(Unaudited) (Audited)
------------ ----------
ASSETS
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $25,752,360 $27,070,943
OTHER ASSETS
Cash and cash equivalents 649,881 645,336
Notes receivable 1,168,584 1,168,584
Deferred acquisition costs (Note B) 766,218 773,515
Organization costs, net of
accumulated amortization (Note B) - 9,828
Other assets 937,682 937,682
---------- ----------
$29,274,725 $30,605,888
========== ==========
LIABILITIES
Accounts payable & accrued
expenses (Note C) $ 14,875 $ 14,877
Accounts payable - affiliates (Note C) 2,563 110 2,373,975
Capital contributions payable (Note D) 1,705,563 1,705,563
---------- ----------
4,283,548 4,094,415
---------- ----------
PARTNERS' CAPITAL
Limited Partners
Units of limited partnership interest,
$10 stated value per BAC; 20,000,000
authorized BACs, 5,574,290 issued and
outstanding 25,224,956 26,730,049
General Partner (233,779) (218,576)
---------- ----------
24,991,177 26,511,473
---------- ----------
$29,274,725 $30,605,888
========== ==========
The accompanying notes are an integral part of these statements.
7<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)
1996 1995
---- ----
Income
Interest income $ 13,920 $ 20,103
Miscellaneous income - 788
---------- ----------
13,920 20,891
---------- ----------
Share of loss from Operating
Partnerships (3,931,170) (3,318,432)
---------- ----------
Expenses
Partnership management fees 526,756 595,753
Amortization 21,967 24,816
General and administrative expenses 124,318 44,742
---------- ----------
673,041 665,311
---------- ----------
NET LOSS $(4,590,291) $(3,962,852)
========== ==========
Net loss allocated to limited
partners $(4,544,388) $(3,923,223)
========== ==========
Net loss allocated to general partner $ (45,903) $ (39,629)
========== ==========
Net loss per BAC $ (1.38) $ (1.20)
========== ==========
The accompanying notes are an integral part of these statements.
8<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)
SERIES 7
-----------------------
1996 1995
---- ----
Income
Interest income $ 20 $ 84
Miscellaneous income - -
-------- --------
20 84
-------- --------
Share of loss from Operating
Partnerships (128,101) (119,084)
-------- --------
Expenses
Partnership management fees 28,287 28,540
Amortization - -
General and administrative expenses 5,343 1,558
-------- --------
33,630 30,098
-------- --------
NET LOSS $(161,711) $(149,098)
======== ========
Net loss allocated to limited
partners $(160,094) $(147,607)
======== ========
Net loss allocated to general partner $ (1,617) $ (1,491)
======== ========
Net loss per BAC $ (.15) $ (.14)
======== ========
The accompanying notes are an integral part of these statements.
9<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)
SERIES 9
----------------------
1996 1995
---- ----
Income
Interest income $ 4,761 8,685
Miscellaneous income - 788
-------- --------
4,761 9,473
-------- --------
Share of loss from Operating
Partnerships (763,578) (738,201)
-------- --------
Expenses
Partnership management fees 123,042 139,426
Amortization 217 -
General and administrative expenses 17,101 9,418
-------- --------
140,360 148,844
-------- --------
NET LOSS $(899,177) $(877,572)
======== ========
Net loss allocated to limited partners $(890,185) $(868,796)
======== ========
Net loss allocated to general partner $ (8,992) $ (8,776)
======== ========
Net loss per BAC $ (.22) $ (.21)
======== ========
The accompanying notes are an integral part of these statements.
10<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)
SERIES 10
----------------------
1996 1995
---- ----
Income
Interest income $ 1,092 $ 1,234
Miscellaneous income - -
-------- --------
1,092 1,234
-------- --------
Share of loss from Operating
Partnerships (540,138) (457,064)
-------- --------
Expenses
Partnership management fees 78,309 86,129
Amortization 860 4,179
General and administrative expenses 14,187 6,476
-------- --------
93,356 96,784
-------- --------
NET LOSS $(632,402) $(552,614)
======== ========
Net loss allocated to limited partner $(626,078) $(547,088)
======== ========
Net loss allocated to general partner $ (6,324) $ (5,526)
======== ========
Net loss per BAC $ (.26) $ (.23)
======== ========
The accompanying notes are an integral part of these statements.
11<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)
SERIES 11
----------------------
1996 1995
---- ----
Income
Interest income $ 1,685 $ 1,176
Miscellaneous income - -
-------- --------
1,685 1,176
-------- --------
Share of loss from Operating
Partnerships (579,456) (406,125)
-------- --------
Expenses
Partnership management fees 77,294 69,166
Amortization 436 4,182
General and administrative expenses 12,814 6,493
-------- --------
90,544 79,841
-------- --------
NET LOSS $(668,315) $(484,790)
======== ========
Net loss allocated to limited partner $(661,632) $(479,942)
======== ========
Net loss allocated to general partner $ (6,683) $ (4,848)
======== ========
Net loss per BAC $ (.26) $ (.19)
======== ========
The accompanying notes are an integral part of these statements.
12<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)
SERIES 12
----------------------
1996 1995
---- ----
Income
Interest income $ 1,242 $ 1,314
Miscellaneous income - -
-------- --------
1,242 1,314
-------- --------
Share of loss from Operating
Partnerships (604,800) (472,643)
-------- --------
Expenses
Partnership management fee 80,502 88,627
Amortization 3,329 6,627
General and administrative expenses 21,001 8,237
-------- --------
104,832 103,491
-------- --------
NET LOSS $(708,390) $(574,820)
======== ========
Net loss allocated to limited partner $(701,306) $(569,072)
======== ========
Net loss allocated to general partner $ (7,084) $ (5,748)
======== ========
Net loss per BAC $ (.23) $ (.19)
======== ========
The accompanying notes are an integral part of these statements.
13<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)
SERIES 14
----------------------
1996 1995
---- ----
Income
Interest income $ 5,120 $ 7,610
Miscellaneous income - -
--------- ---------
5,120 7,610
--------- ---------
Share of loss from Operating
Partnerships (1,315,097) (1,125,315)
--------- ---------
Expenses
Partnership management fees 139,322 183,865
Amortization 17,125 9,828
General and administrative expenses 53,872 12,560
--------- ---------
210,319 206,253
--------- ---------
NET LOSS $(1,520,296) $(1,323,958)
========= =========
Net loss allocated to limited partner $(1,505,093) $(1,310,718)
========= =========
Net loss allocated to general partner $ (15,203) $ (13,240)
========= =========
Net loss per BAC $ (.27) $ (.24)
========= =========
The accompanying notes are an integral part of these statements.
14<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
Three Months Ended June 30, 1996
(Unaudited)
General
Assignees Partner Total
--------- ------- -----
Partners' capital (deficit),
April 1, 1996 $75,304,476 $(872,393) $74,432,083
Net loss (4,544,388) (45,903) (4,590,291)
---------- -------- ----------
Partners' capital (deficit),
June 30, 1996 $70,760,088 $(918,296) $69,841,792
========== ======== ==========
The accompanying notes are an integral part of these statements.
15<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
Three Months Ended June 30, 1996
(Unaudited)
Limited General
Partners Partner Total
-------- ------- -----
Series 7
- --------
Partners' capital (deficit),
April 1, 1996 $ 2,395,645 $ (66,636) $ 2,329,009
Net loss (160,094) (1,617) (161,711)
--------- -------- ---------
Partners' capital (deficit),
June 30, 1996 $ 2,235,551 $ (68,253) $ 2,167,298
========= ======== =========
Series 9
- --------
Partners' capital (deficit),
April 1, 1996 $13,717,355 $(225,421) $13,491,934
Net loss (890,185) (8,992) (899,177)
---------- ------- ----------
Partners' capital (deficit),
June 30, 1996 $12,827,170 $(234,413) $12,592,757
========== ======= ==========
Series 10
- --------
Partners' capital (deficit),
April 1, 1996 $ 9,173,599 $(120,280) $ 9,053,319
Net loss (626,078) (6,324) (632,402)
---------- -------- ----------
Partners' capital (deficit),
June 30, 1996 $ 8,547,521 $(126,604) $ 8,420,917
========== ======== ==========
The accompanying notes are an integral part of these statements.
16<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
Three Months Ended June 30, 1996
(Unaudited)
Limited General
Partners Partner Total
-------- ------- -----
Series 11
- --------
Partners' capital (deficit),
April 1, 1996 $10,022,716 $(115,614) $ 9,907,102
Net loss (661,632) (6,683) (668,315)
---------- -------- ----------
Partners' capital (deficit),
June 30, 1996 $ 9,361,084 $(122,297) $ 9,238,787
========== ======== ==========
Series 12
- --------
Partners' capital (deficit),
April 1, 1996 $13,265,112 $(125,866) $13,139,246
Net loss (701,306) (7,084) (708,390)
---------- -------- ----------
Partners' capital (deficit),
June 30, 1996 $12,563,806 $(132,950) $12,430,856
========== ======== ==========
Series 14
- --------
Partners' capital (deficit),
April 1, 1996 $26,730,049 $(218,576) $26,511,473
Net loss (1,505,093) (15,203) (1,520,296)
---------- -------- ----------
Partners' capital (deficit),
June 30, 1996 $25,224,956 $(233,779) $24,991,177
========== ======== ==========
The accompanying notes are an integral part of these statements.
17<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
1996 1995
---- ----
Cash flows from operating activities:
Net loss $(4,590,291) $(3,962,852)
Adjustments
Distributions from Operating
Partnerships 15,513 34,466
Amortization 21,967 24,816
Share of loss from Operating
Partnerships 3,931,170 3,318,432
Changes in assets and liabilities
Increase in accounts payable
and accrued expenses 628,861 580,828
Decrease (Increase) in prepaid
expenses - -
Decrease (Increase) in other
assets - 89,389
---------- ----------
Net cash (used in) provided by
operating activity 7,220 85,079
---------- ----------
Cash flows from investing activities:
Capital contributions paid to
Operating Partnerships (86,448) (236,601)
Advances (made to) repaid from
Operating Partnerships - (1,000)
---------- ----------
Net cash (used in) provided by
investing activities (86,448) (237,601)
---------- ----------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (79,228) (152,522)
Cash and cash equivalents, beginning 1,862,286 2,298,689
---------- ----------
Cash and cash equivalents, ending $ 1,783,058 $ 2,146,167
========== ==========
18<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
(Continued)
Supplemental schedule of noncash
investing and financing activities
The Partnership has increased its
investments for unpaid capital
contributions due to the Operating
Partnerships $ - $ -
======== ==========
The accompanying notes are an integral part of these statements.
19<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
Series 7
-------------------------
1996 1995
---- ----
Cash flows from operating activities:
Net loss $(161,711) $ (149,098)
Adjustments
Distributions from Operating
Partnerships - -
Amortization - -
Share of loss from Operating
Partnerships 128,101 119,084
Changes in assets and liabilities
Increase in accounts
payable and accrued expenses 29,669 28,556
Decrease (Increase) in prepaid
expenses - -
Decrease (Increase) in other
assets - -
-------- ---------
Net cash provided by (used in)
operating activities (3,941) (1,458)
-------- ---------
Cash flows from investing activities:
Capital contributions paid to
Operating Partnerships - -
Advances (made to) repaid from Operating
Partnerships - -
-------- ---------
Net cash (used in) provided by
investing activities - -
-------- ---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (3,941) (1,458)
Cash and cash equivalents, beginning 4,874 14,044
-------- ---------
Cash and cash equivalents, ending $ 933 $ 12,586
======== =========
20<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
(Continued)
Supplemental schedule of noncash
investing and financing activities
The Partnership has increased its
investments for unpaid capital
contributions due to the Operating
Partnerships $ - $ -
======== =========
The accompanying notes are an integral part of these statements.
21<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
Series 9
-------------------------
1996 1995
---- ----
Cash flows from operating activities:
Net loss $(899,177) $(877,572)
Adjustments
Distributions from Operating
Partnerships 2,474 -
Amortization 217 -
Share of loss from Operating
Partnerships 763,578 738,201
Changes in assets and liabilities
Increase in accounts
payable and accrued expenses 143,946 143,475
Decrease (Increase) in prepaid
expenses - -
Decrease (Increase) in other
assets - 89,389
-------- --------
Net cash provided by (used in)
operating activities 11,038 93,493
-------- --------
Cash flows from investing activities:
Capital contributions paid to
Operating Partnerships (86,448) (130,424)
Advances (made to) repaid from
Operating Partnerships - -
-------- --------
Net cash (used in) investing
activities (86,448) (130,424)
-------- --------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (75,410) (36,931)
Cash and cash equivalents, beginning 658,264 712,489
-------- --------
Cash and cash equivalents, ending $ 582,854 $ 675,558
======== ========
22<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
(Continued)
Supplemental schedule of noncash
investing and financing activities
The Partnership has increased its
investments for unpaid capital
contributions due to the Operating
Partnerships $ - $ -
========= ========
The accompanying notes are an integral part of these statements.
23<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
Series 10
-------------------------
1996 1995
---- ----
Cash flows from operating activities:
Net loss $ (632,402) $ (552,614)
Adjustments
Distributions from Operating
Partnerships 235 599
Amortization 860 4,179
Share of loss from Operating
Partnerships 540,138 457,064
Changes in assets and liabilities
Increase in accounts
payable and accrued expenses 88,874 89,763
Decrease (Increase) in prepaid
expenses - -
Decrease (Increase) in other
assets - -
--------- ---------
Net cash provided by (used in)
operating activities (2,295) (1,009)
--------- ---------
Cash flows from investing activity:
Capital contributions paid to
Operating Partnerships - -
Advances (made to) repaid from
Operating Partnerships - -
--------- ---------
Net cash (used in) provided by
investing activities - -
--------- ---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (2,295) (1,009)
Cash and cash equivalents, beginning 152,625 183,187
--------- ---------
Cash and cash equivalents, ending $ 150,330 $ 182,178
========= =========
24<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
(Continued)
Supplemental schedule of noncash
investing and financing activities
The Partnership has increased its
investments for unpaid capital
contributions due to the Operating
Partnerships $ - $ -
========= =========
The accompanying notes are an integral part of these statements.
25<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
Series 11
-------------------------
1996 1995
---- ----
Cash flows from operating activities:
Net loss $ (668,315) $ (484,790)
Adjustments
Distributions from Operating
Partnerships 749 31,882
Amortization 436 4,182
Share of loss from Operating
Partnerships 579,456 406,125
Changes in assets and liabilities
Increase in accounts
payable and accrued expenses 81,421 82,305
Decrease (Increase) in prepaid
expenses - -
Decrease (Increase) in other
assets - -
--------- ---------
Net cash provided by (used in)
operating activities (6,253) 39,704
--------- ---------
Cash flows from investing activity:
Capital contributions paid to
Operating Partnerships - -
Advances (made to) repaid from
Operating Partnerships - -
--------- ---------
Net cash (used in) provided by
investing activities - -
--------- ---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (6,253) 39,704
Cash and cash equivalents, beginning 233,619 147,072
--------- ---------
Cash and cash equivalents, ending $ 227,366 $ 186,776
========= =========
26<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
(Continued)
Supplemental schedule of noncash
investing and financing activities
The Partnership has increased its
investments for unpaid capital
contributions due to the Operating
Partnerships $ - $ -
========= =========
The accompanying notes are an integral part of these statements.
27 <PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
Series 12
-------------------------
1996 1995
---- ----
Cash flows from operating activities:
Net loss $(708,390) $(574,820)
Adjustments
Distributions from Operating
Partnerships 8,571 1,050
Amortization 3,329 6,627
Share of loss from Operating
Partnerships 604,800 472,643
Changes in assets and liabilities
Increase in accounts
payable and accrued expenses 95,816 96,702
Decrease (Increase) in prepaid
expenses - -
Decrease (Increase) in other
assets - -
------- --------
Net cash provided by (used in)
operating activities 4,126 2,202
------- --------
Cash flows from investing activity:
Capital contributions paid to
Operating Partnerships - -
Advances (made to) repaid from Operating
Partnerships - -
------- --------
Net cash (used in) provided by
investing activities - -
------- --------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 4,126 2,202
Cash and cash equivalents, beginning 167,568 195,421
------- --------
Cash and cash equivalents, ending $171,694 $ 197,623
======= ========
28<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
(Continued)
Supplemental schedule of noncash
investing and financing activities
The Partnership has increased its
investments for unpaid capital
contributions due to the Operating
Partnerships $ - $ -
======= ========
The accompanying notes are an integral part of these statements.
29<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
Series 14
-------------------------
1996 1995
---- ----
Cash flows from operating activities:
Net loss $(1,520,296) $(1,323,958)
Adjustments
Distributions from Operating
Partnerships 3,484 935
Amortization 17,125 9,828
Share of loss from Operating
Partnerships 1,315,097 1,125,315
Changes in assets and liabilities
Increase in accounts
payable and accrued expenses 189,135 140,027
Decrease (Increase) in prepaid
expenses - -
Decrease (Increase) in other
assets - -
-------- ---------
Net cash provided by (used in)
operating activities 4,545 (47,853)
-------- ---------
Cash flows from investing activity:
Capital contributions paid to
Operating Partnerships - (106,177)
Advances (made to) repaid from
Operating Partnerships - (1,000)
-------- ---------
Net cash (used in) provided by
investing activities - (107,177)
-------- ---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 4,545 (155,030)
Cash and cash equivalents, beginning 645,336 1,046,476
-------- ---------
Cash and cash equivalents, ending $ 649,881 $ 891,446
======== =========
30<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
(Continued)
Supplemental schedule of noncash
investing and financing activities
The Partnership has increased its
investments for unpaid capital
contributions due to the Operating
Partnerships $ - $ -
======= ========
The accompanying notes are an integral part of these statements.
31<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS
June 30, 1996
(Unaudited)
NOTE A - ORGANIZATION
Boston Capital Tax Credit Fund II Limited Partnership (the "Partnership") was
formed under the laws of the State of Delaware as of June 28, 1989, for the
purpose of acquiring, holding, and disposing of limited partnership interests
in operating partnerships which will acquire, develop, rehabilitate, operate
and own newly constructed, existing or rehabilitated low-income apartment
complexes ("Operating Limited Partnerships"). The general partner of the
Partnership is Boston Capital Associates II Limited Partnership and the
limited partner is BCTC II Assignor Corp. (the "Assignor Limited Partner").
Pursuant to the Securities Act of 1933, the Partnership filed a Form S-11
Registration Statement with the Securities and Exchange Commission, effective
October 25, 1989, which covered the offering (the "Public Offering") of the
Partnership's beneficial assignee certificates ("BACs") representing
assignments of units of the beneficial interest of the limited partnership
interest of the Assignor Limited Partner. The Partnership registered
20,000,000 BACs at $10 per BAC for sale to the public in six series. The
Partnership sold 1,036,100 of Series 7 BACs, 4,178,029 of Series 9 BACs,
2,428,925 of Series 10 BACs, 2,489,599 of Series 11 BACs, 2,972,795 of Series
12 BACs, and 5,574,290 of Series 14 BACs. In 1991, when BACs were offered
and sold to certain residents of the Commonwealth of Pennsylvania, provisions
of Section 201 of the Pennsylvania Securities Act of 1972 relating to the
registration of securities may not have been complied with, in connection
with, the offer or sale of some of the securities. Accordingly the
Partnership offered to repurchase, at the investors option, these securities.
Three investors holding 6,100 BACs representing $61,000 accepted the
Partnership's offer to repurchase. In 1993 the Partnership repurchased the
BAC's with an effective date of December 31, 1992. The Partnership issued the
last BACs in Series 14 on January 27, 1992. This concluded the Public
Offering of the Partnership.
NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements included herein as of June 30, 1996 and
for the three months then ended have been prepared by the Partnership, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. No BACs with respect to Series 8 and Series 13 were offered. The
Partnership accounts for its investments in Operating Partnerships using the
equity method, whereby the partnership adjusts its investment cost for its
share of each Operating Partnership's results of operations and for any
distributions received or accrued.
32<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1996
(Unaudited)
NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES - Continued
Costs incurred by the Partnership in acquiring the investments in Operating
Partnerships are capitalized to the investment account. The Partnership's
accounting and financial reporting policies are in conformity with generally
accepted accounting principles and include adjustments in interim periods
considered necessary for a fair presentation of the results of operations.
Such adjustments are of a normal recurring nature. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. It is suggested that
these condensed financial statements be read in conjunction with the
financial statements and the notes thereto included in the Partnership Annual
Report on Form 10-K.
On July 1, 1995, the Partnership began amortizing unallocated
acquisition costs over 330 months from April 1, 1995. As of June 30, 1996,
the Partnership has accumulated unallocated acquisition amortization totalling
$60,702. The breakdown of accumulated unallocated acquisition amortization
within the Partnership as of June 30, 1996 for Series 9, Series 10, Series 11,
Series 12, and Series 14 is $1,087, $4,302, $2,180, $16,646, and $36,487,
respectively.
NOTE C - RELATED PARTY TRANSACTIONS
The Partnership has entered into several transactions with various affiliates
of the general partner, including Boston Capital Partners, Inc., and Boston
Capital Communications Limited Partnership as follows:
An annual partnership management fee based on .5 percent of the aggregate
cost of all apartment complexes owned by the Operating Partnerships has been
accrued to Boston Capital Communications Limited Partnership. The partnership
management fee charged to operations, less the amount of certain partnership
management and reporting fees paid by the Operating Partnerships, for the
quarters ended June 30, 1996 and 1995 are as follows:
33<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1996
(Unaudited)
NOTE C - RELATED PARTY TRANSACTIONS - Continued
1996 1995
-------- --------
Series 7 $ 28,287 $ 28,540
Series 9 123,042 139,426
Series 10 78,309 86,129
Series 11 77,294 69,166
Series 12 80,502 88,627
Series 14 139,322 183,165
------- -------
$526,756 $595,053
======= =======
The entire annual partnership management fee for the quarters ended June 30,
1996 and 1995 has been accrued.
34<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1996
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
At June 30, 1996 and 1995 the Partnership had limited partnership
interests in 310 and 310 Operating Partnerships, respectively, which own or
are constructing apartment complexes. The number of Operating Partnerships in
which the Partnership had limited partnership interests at June 30, 1996 and
1995 by series are as follows:
1996 1995
---- ----
Series 7 15 15
Series 9 55 55
Series 10 46 46
Series 11 40 40
Series 12 53 53
Series 14 101 101
--- ---
310 310
=== ===
Under the terms of the Partnership's investment in each Operating
Partnership, the Partnership is required to make capital contributions to the
Operating Partnerships. These contributions are payable in installments over
several years upon each Operating Partnership achieving specified levels of
construction and/or operations.
The contributions payable at June 30, 1996 and 1995 by series are as
follows:
1996 1995
---------- ----------
Series 7 $ - $ -
Series 9 4,590 99,610
Series 10 - 10,014
Series 11 27,528 27,528
Series 12 87,835 87,835
Series 14 1,705,563 2,262,359
--------- ---------
$1,825,516 $2,487,346
========= =========
The Partnership's fiscal year ends March 31 of each year, while all the
Operating Partnerships' fiscal years are the calendar year. Pursuant to the
provisions of each Operating Partnership Agreement, financial results for each
of the Operating Partnerships are provided to the Partnership within 45 days
after the close of each Operating Partnership's quarterly period.
Accordingly, the current financial results available for the Operating
Partnerships are for the three months ended March 31, 1996.
35<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1996
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three months ended March 31,
(Unaudited)
Series 7
---------------------------
1996 1995
---- ----
Revenues
Rental $ 564,863 $ 590,451
Interest and other 96,341 67,632
--------- --------
661,204 658,083
--------- --------
Expenses
Interest 280,921 217,763
Depreciation and amortization 254,461 214,005
Operating expenses 348,305 346,602
--------- --------
883,687 778,370
--------- --------
NET LOSS $ (222,483) $ (120,287)
========= ========
Net loss allocated to Boston
Capital Tax Credit Fund II
Limited Partnership $ (128,101) $ (119,084)
========= ========
Net loss allocated to other partners $ (2,225) $ (1,203)
========= ========
Net loss suspended $ (92,158) $ -
========= ========
The variance in allowable loss from the Operating Partnerships for the three
months ended March 31, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships. The
Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.
36<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1996
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three months ended March 31,
(Unaudited)
Series 9
--------------------------
1996 1995
----- -----
Revenues
Rental $2,391,790 $2,246,882
Interest and other 94,703 174,361
--------- ---------
2,486,493 2,421,243
--------- ---------
Expenses
Interest 905,651 931,084
Depreciation and amortization 996,087 945,403
Operating expenses 1,406,131 1,290,414
--------- ---------
3,307,869 3,166,901
--------- ---------
NET LOSS $ (821,376) $ (745,658)
========= =========
Net loss allocated to Boston
Capital Tax Credit Fund
Limited Partnership $ (763,578) $ (738,201)
========= =========
Net loss allocated to other partners $ (8,214) $ (7,457)
========= =========
Net loss suspended $ (49,584) $ -
========= =========
The variance in allowable loss from the Operating Partnerships for the three
months ended March 31, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships. The
Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for an distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.
37<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1996
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months ended March 31,
(Unaudited)
Series 10
--------------------------
1996 1995
Revenues ---- ----
Rental $ 1,813,800 $ 1,876,460
Interest and other 62,645 139,510
--------- ---------
1,876,445 2,015,970
--------- ---------
Expenses
Interest 746,662 749,391
Depreciation and amortization 631,226 632,985
Operating expenses 1,106,743 1,095,279
--------- ---------
2,484,631 2,477,655
--------- ---------
NET LOSS $ (608,186) $ (461,685)
========== ==========
Net loss allocated to Boston
Capital Tax Credit Fund
Limited Partnership $ (540,138) $ (457,064)
========== ==========
Net loss allocated to other partners $ (6,082) $ (4,621)
========== ==========
Net loss suspended $ (61,966) $ -
========== ==========
The variance in allowable loss from the Operating Partnerships for the three
months ended March 31, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships. The
Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.
38<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1996
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three months ended March 31,
(Unaudited)
Series 11
----------------------------
1996 1995
Revenues ---- ----
Rental $ 1,543,015 $ 1,688,835
Interest and other 58,967 125,041
---------- ----------
1,601,982 1,813,876
---------- ----------
Expenses
Interest 578,998 666,648
Depreciation and amortization 643,868 690,468
Operating expenses 1,017,107 866,988
---------- ----------
2,239,973 2,224,104
---------- ----------
NET LOSS $ (637,991) $ (410,228)
========== ==========
Net loss allocated to Boston
Capital Tax Credit Fund
Limited Partnership $ (579,456) $ (406,125)
========== ==========
Net loss allocated to other partners $ (6,380) $ (4,103)
========== ==========
Net loss suspended $ (52,155) $ -
========== ==========
The variance in allowable loss from the Operating Partnerships for the three
months ended March 31, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships. The
Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.
39<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1996
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three months ended March 31,
(Unaudited)
Series 12
--------------------------
1996 1995
Revenues ---- ----
Rental $1,694,420 $1,677,879
Interest and other 52,493 93,988
--------- ---------
1,746,913 1,771,867
--------- ---------
Expenses
Interest 706,054 623,481
Depreciation and amortization 725,522 687,535
Operating expenses 943,607 938,267
--------- ---------
2,375,183 2,249,283
--------- ---------
NET LOSS $ (628,270) $ (477,416)
========= =========
Net loss allocated to Boston
Capital Tax Credit Fund
Limited Partnership $ (604,800) $ (472,643)
========= =========
Net loss allocated to other partners $ (6,283) $ (4,773)
========= =========
Net loss suspended $ (17,187) $ -
========= ========
The variance in allowable loss from the Operating Partnerships for the three
months ended March 31, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships. The
Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.
40<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1996
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three months ended March 31,
(Unaudited)
Series 14
--------------------------
1996 1995
Revenues ---- ----
Rental $ 3,896,070 $ 3,472,822
Interest and other 131,229 155,880
--------- ---------
4,027,299 3,628,702
--------- ---------
Expenses
Interest 1,579,649 1,382,850
Depreciation and amortization 1,406,901 1,313,438
Operating expenses 2,402,620 2,069,095
--------- ---------
5,389,170 4,765,383
--------- ---------
NET LOSS $(1,361,871) $(1,136,681)
========= =========
Net loss allocated to Boston
Capital Tax Credit Fund II
Limited Partnership $(1,315,097) $(1,125,315)
========= =========
Net loss allocated to other partners $ (13,619) $ (11,366)
========= =========
Net loss suspended $ (33,155) $ -
========= =========
The variance in allowable loss from the Operating Partnerships for the three
months ended March 31, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships. The
Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.
41<PAGE>
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1996
(Unaudited)
NOTE E - TAXABLE LOSS
The Partnership's taxable loss for the fiscal year ended March 31, 1997 is
expected to differ from its loss for financial reporting purposes primarily
due to accounting differences in depreciation incurred by the Operating
Partnerships. No provision or benefit for income taxes has been included in
these financial statements since taxable income or loss passes through to, and
is reportable by, the partners and assignees individually.
42<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity
- ---------
The Partnership's primary source of funds was the proceeds of its Public
Offering. Other sources of liquidity include (i) interest earned on capital
contributions held pending investment or on working capital reserves and (ii)
cash distributions from operations of the Operating Partnerships in which the
Partnership has invested in. These sources of liquidity along with the
Partnerships working capital reserve are available to meet the obligations of
the Partnership. The Partnership does not anticipate significant cash
distributions from operations of the Operating Partnerships. The Partnership
is currently accruing the annual partnership management fee to enable each
series to meet current and future third party obligations. Pursuant to the
Partnership Agreement, such liabilities will be deferred until the Partnership
receives sales or refinancing proceeds from Operating Partnerships, and at
that time proceeds from such sales or refinancing will be used to satisfy such
liabilities. The Partnership anticipates that there will be sufficient cash
to meet future third party obligations.
Capital Resources
- -----------------
The Partnership offered BACs in a Public offering declared effective by the
Securities and Exchange Commission on October 25, 1989. The Partnership
received and accepted subscriptions for $186,337,017 representing 18,679,738
BACs from investors admitted as BAC Holders in Series 7 through Series 14
of the Partnership.
(Series 7) The Partnership commenced offering BACs in Series 7 on November
14, 1989. Offers and sales of BACs in Series 7 totaled $10,361,000 and were
completed on December 29, 1989. The Partnership had committed proceeds to pay
initial and additional installments of capital contributions to 15 Operating
Partnerships in the amount of $7,547,852.
As of June 30, 1996, Series 7 had paid all installments of capital
contributions to the Operating Partnerships.
(Series 8) No BACs with respect to Series 8 were offered.
(Series 9) The Partnership commenced offering BACs in Series 9 on February 1,
1990. Offers and sales of BACs in Series 9 totaled $41,574,018 and were
completed on May 4, 1990. The Partnership had committed proceeds to pay
initial and additional installments of capital contributions to 55 Operating
Partnerships in the amount of $30,128,943.
During the quarter ended June 30, 1996, $86,448 of Series 9 net offering
proceeds had been used to pay capital contributions. Series 9 net offering
proceeds in the amount of $4,590 remain to be used by the Partnership to pay
additional installments of capital contributions to the Operating
Partnerships.
43<PAGE>
(Series 10) The Partnership commenced offering BACs in Series 10 on May 10,
1990. Offers and sales of BACs in Series 10 totaled $24,288,997 and were
completed on August 24, 1990. The Partnership had committed proceeds to pay
initial and additional installments of capital contributions to 46 Operating
Partnerships in the amount of $17,685,147.
As of June 30, 1996, Series 10 had paid all installments of capital
contributions to the Operating Partnerships.
(Series 11) The Partnership commenced offering BACs in Series 11 on September
17, 1990. Offers and sales of BACs in Series 11 totaled $24,735,002 and were
completed on December 27, 1990. The Partnership had committed proceeds to pay
initial and additional installments of capital contributions to 40 Operating
Partnerships in the amount of $17,649,548.
During the quarter ended June 30, 1996, none of Series 11 net proceeds had
been used to pay capital contributions. Series 11 net offering proceeds in
the amount of $27,528 remain to be used by the Partnership to pay remaining
capital contributions to the Operating Partnerships.
(Series 12) The Partnership commenced offering BACs in Series 12 on January
29, 1991. Offers and sales of BACs in Series 12 totaled $29,710,003 and were
completed on April 30, 1991. The Partnership had committed proceeds to pay
initial and additional installments of capital contributions to 53 Operating
Partnerships in the amount of $21,654,977.
During the quarter ended June 30, 1996, none of Series 12 net offering
proceeds had been used to pay capital contributions. Series 12 net offering
proceeds in the amount of $87,835 remain to be used by the Partnership to pay
remaining capital contributions to the Operating Partnerships.
(Series 13) No BACs with respect to Series 13 were offered.
(Series 14) The Partnership commenced offering BACs in Series 14 on May 20,
1991. Offers and sales of BACs in Series 14 totaled $55,728,997 and were
completed on January 27, 1992. The Partnership had committed proceeds to pay
initial and additional installments of capital contributions to 101 Operating
Partnerships in the amount of $40,673,736.
During the quarter ended June 30, 1996, none of Series 14 net offering
proceeds had been used to pay capital contributions. Series 14 net offering
proceeds in the amount of $649,881 remain to be used by the Partnership to pay
remaining capital contributions to the Operating Partnerships.
44<PAGE>
Results of Operations
- ---------------------
As of June 30, 1996 and 1995 the Partnership held limited partnership
interests in 310 and 310 Operating Partnerships, respectively. In each
instance the Apartment Complex owned by the applicable Operating Partnership
is eligible for the Federal Housing Tax Credit. Occupancy of a unit in each
Apartment Complex which initially complied with the Minimum Set-Aside Test
(i.e., occupancy by tenants with incomes equal to no more than a certain
percentage of area median income) and the Rent Restriction Test (i.e., gross
rent charged tenants does not exceed 30% of the applicable income standards)
is referred to hereinafter as "Qualified Occupancy." Each of the Operating
Partnerships and each of the respective Apartment Complexes are described more
fully in the Prospectus or applicable report on Form 8-K. The General Partner
believes that there is adequate casualty insurance on the properties.
The Partnership incurred a partnership management fee to Boston Capital
Communications Limited Partnership in an amount equal to 0.5% of the aggregate
cost of the apartment complexes owned by the Operating Partnerships, less the
amount of certain asset management and reporting fees paid by the
Operating Partnerships. The partnership management fee incurred for the
quarters ended June 30, 1996 and 1995 were $526,756 and $595,753,
respectively. The amount is anticipated to decrease in subsequent future
periods as the Operating Partnerships begin to pay annual asset management and
reporting fees to the partnership. The losses from Operating Partnerships
reported for this interim period are not necessarily indicative of the results
anticipated for future periods as some of the Operating Partnerships are in
the construction and lease-up phases.
The Partnership's investment objectives do not include receipt of significant
cash distributions from the Operating Partnerships in which it has invested or
intends to invest. The Partnership's investments in Operating Partnerships
have been and will be made principally with a view towards realization of
Federal Housing Tax Credits for allocation to its partners and BAC holders.
(Series 7) As of June 30, 1996 and 1995, the average Qualified Occupancy
for the series was 100% for both years. The series had a total of 15
properties at June 30, 1996.
For the three months being reported the series reflects a net loss from the
Operating Partnerships of $842,488. When adjusted for depreciation, which is a
non-cash item, the Operating Partnerships reflect positive operations of
$82,165. This is an interim period estimate; it is not necessarily indicative
of the final year end results.
(Series 9) As of June 30, 1996 and 1995, the average Qualified Occupancy
for the series was 99.7% and 99.4%, respectively. The series had a total of
55 properties at June 30, 1996. Out of the total, 52 were at 100%
Qualified Occupancy.
45 <PAGE>
For the three months being reported the series reflects a net loss from the
Operating Partnerships of $2,369,390. When adjusted for depreciation, which is
a non-cash item, the Operating Partnerships reflect positive operations of
$626,164. This is an interim period estimate; it is not necessarily
indicative of the final year end results.
(Series 10) As of June 30, 1996 and 1995, the average Qualified Occupancy
for the series was 99.7% and 99.7%, respectively. The series had a total of
46 properties at June 30, 1996, 43 of which were at 100% Qualified
Occupancy.
For the three months being reported the series reflects a net loss from the
Operating Partnerships of $608,186. When adjusted for depreciation which is
a non-cash item, the Operating Partnerships reflect positive operations of
$23,040. This is an interim period estimate; it is not necessarily
indicative of the final year end results.
(Series 11) As of June 30, 1996 and 1995, the average Qualified Occupancy
for the series was 100% for both years. The series had a total of 40
properties at June 30, 1996.
For the three months being reported the series reflects a net loss from the
Operating Partnerships of $637,991. When adjusted for depreciation, which is
a non-cash item, the Operating Partnerships reflect positive operations of
$5,877. This is an interim period estimate; it is not necessarily
indicative of the final year end results.
(Series 12) As of June 30, 1996 and 1995, the average Qualified Occupancy
for the series was 100% and 99.9%, respectively. The series had a total of 53
properties at June 30, 1996.
For the three months being reported the series reflects a net loss from the
Operating Partnerships of $628,270. When adjusted for depreciation, which is
a non-cash item, the Operating Partnerships reflect positive operations of
$97,252. This is an interim period estimate; it is not necessarily
indicative of the final year end results.
(Series 14) As of June 30, 1996 and 1995, the average Qualified Occupancy
for the series was 99.8% and 99.9%, respectively. The series had a total of
101 properties at June 30, 1996, 97 of which were at 100% Qualified
Occupancy.
For the three months being reported the series reflects a net loss from the
Operating Partnerships of $1,361,871. When adjusted for depreciation, which is
a non-cash item, the Operating Partnerships reflect a net loss of $45,030.
This is an interim period estimate; it is not necessarily indicative of the
final year end results.
46<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
47<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BOSTON CAPITAL TAX CREDIT
FUND II LIMITED PARTNERSHIP
By: Boston Capital Associates II Limited
Partnership
By: C&M Associates d/b/a
Boston Capital Associates
Date: August 13, 1996 By: /s/ John P. Manning
-------------------
John P. Manning,
Partner & Principal Financial
Officer
48 <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
BOSTON CAPITAL TAX CREDIT
FUND II LIMITED PARTNERSHIP
By: Boston Capital Associates II Limited
Partnership
By: C&M Associates d/b/a
Boston Capital Associates
Date: August 13, 1996 By: -------------------------
John P. Manning,
Partner & Principal Financial
Officer
48<PAGE>
<TABLE> <S> <C>
<ARTICLE> CT
<CIK> 0000853566
<NAME> BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<TOTAL-ASSETS> 81,429,760
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 81,429,760
<TOTAL-REVENUES> 13,920
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,604,211)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,590,291)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
