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 September 30, 1998
--------------------
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
------ ------
BOSTON CAPITAL TAX CREDIT FUND II LIMITED
PARTNERSHIP
- -----------------------------------------------------
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED September 30, 1998
-----------------------------------------------
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........................................
Boston Capital Tax Credit Fund II Limited
Partnership
BALANCE SHEETS
September 30,
March 31,
1998
1998
(Unaudited)
(Audited)
------------
- ------------
ASSETS
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $ 55,208,647 $
60,839,977
OTHER ASSETS
Cash and cash equivalents 1,494,164
1,611,248
Notes Receivable 543,584
604,695
Deferred acquisition costs (Note B) 1,165,480
1,189,760
Other assets 470,570
387,808
----------
- ----------
$ 58,882,445 $
64,633,488
==========
==========
LIABILITIES
Accounts Payable $ 6,662 $
- -
Accounts Payable - affiliates (Note C) 15,516,762
14,237,489
Capital Contributions payable (Note D) 368,417
368,417
----------
- ----------
15,891,841
14,605,906
----------
- ----------
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 44,177,412
51,144,019
General Partner (1,186,808)
(1,116,437)
----------
- ----------
42,990,604
50,027,582
----------
- ----------
$ 58,882,445 $
64,633,488
==========
==========
The accompanying notes are an integral part of these
statements.
1
Boston Capital Tax Credit Fund II Limited
Partnership
BALANCE SHEETS
SERIES 7
- ----------------------------
September 30,
March 31,
1998
1998
(Unaudited)
(Audited)
-----------
- ---------
ASSETS
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $1,268,520
$1,485,326
OTHER ASSETS
Cash and cash equivalents 5,151
7,134
Notes receivable -
- -
Deferred acquisition costs (Note B) -
- -
Other assets 17,803
16,450
---------
- ---------
$1,291,474
$1,508,910
=========
=========
LIABILITIES
Accounts payable $ 100 $
- -
Accounts payable - affiliates (Note C) 930,109
860,885
Capital contributions payable (Note D) -
- -
---------
- ---------
930,209
860,885
---------
- ---------
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 447,579
731,471
General Partner (86,314)
(83,446)
---------
- ---------
361,265
648,025
---------
- ---------
$1,291,474
$1,508,910
=========
=========
The accompanying notes are an integral part of these
statements.
2
Boston Capital Tax Credit Fund II Limited Partnership
BALANCE SHEETS
SERIES 9
- ----------------------------
September 30,
March 31,
1998
1998
ASSETS (Unaudited)
(Audited)
-----------
- ---------
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $10,118,451
$10,821,707
OTHER ASSETS
Cash and cash equivalents 480,869
517,412
Notes receivable -
- -
Deferred acquisition costs (Note B) 20,878
21,312
Other assets 64,884
47,650
----------
- ----------
$10,685,082
$11,408,081
==========
==========
LIABILITIES
Accounts payable $ 289 $
- -
Accounts payable - affiliates (Note C) 3,745,056
3,457,163
Capital contributions payable (Note D) 4,590
4,590
----------
- ----------
3,749,935
3,461,753
----------
- ----------
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 7,226,135
8,227,204
General Partner (290,988)
(280,876)
----------
- ----------
6,935,147
7,946,328
----------
- ----------
$10,685,082
$11,408,081
==========
==========
The accompanying notes are an integral part of these
statements.
3
Boston Capital Tax Credit Fund II Limited
Partnership
BALANCE SHEETS
SERIES 10
- ----------------------------
September 30,
March 31,
1998
1998
ASSETS (Unaudited)
(Audited)
-----------
- ---------
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $ 7,481,917 $
8,211,459
OTHER ASSETS
Cash and cash equivalents 97,718
124,484
Notes receivable -
- -
Deferred acquisition costs (Note B) 82,593
84,314
Other assets 39,969
39,662
----------
- ----------
$ 7,702,197 $
8,459,919
==========
==========
LIABILITIES
Accounts payable $ 228 $
- -
Accounts payable - affiliates (Note C) 2,517,234
2,339,472
Capital contributions payable (Note D) -
- -
----------
- ----------
2,517,462
2,339,472
----------
- ----------
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 5,343,701
6,270,055
General Partner (158,966)
(149,608)
----------
- ----------
5,184,735
6,120,447
----------
- ----------
$ 7,702,197 $
8,459,919
==========
==========
The accompanying notes are an integral part of these
statements.
4
Boston Capital Tax Credit Fund II Limited
Partnership
BALANCE SHEETS
SERIES 11
- ----------------------------
September 30,
March 31,
1998
1998
(Unaudited)
(Audited)
------------
- ----------
ASSETS
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $ 8,421,960 $
9,872,942
OTHER ASSETS
Cash and cash equivalents 261,514
287,800
Notes receivable -
- -
Deferred acquisition costs (Note B) 41,863
42,735
Other assets 50,137
47,290
----------
- ----------
$ 8,775,474
$10,250,767
==========
==========
LIABILITIES
Accounts payable $ 173 $
- -
Accounts payable - affiliates (Note C) 1,788,996
1,625,754
Capital contributions payable (Note D) 22,528
22,528
----------
- ----------
1,811,697
1,648,282
----------
- ----------
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 7,108,824
8,731,145
General Partner (145,047)
(128,660)
----------
- ----------
6,963,777
8,602,485
----------
- ----------
$ 8,775,474
$10,250,767
==========
==========
The accompanying notes are an integral part of these
statements.
5
Boston Capital Tax Credit Fund II Limited
Partnership
BALANCE SHEETS
SERIES 12
- ----------------------------
September 30,
March 31,
1998
1998
(Unaudited)
(Audited)
------------
- ----------
ASSETS
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $ 9,565,881
$10,585,841
OTHER ASSETS
Cash and cash equivalents 11,046
21,827
Notes receivable -
61,111
Deferred acquisition costs (Note B) 319,604
326,262
Other assets 108,111
59,831
---------
- ---------
$10,004,642
$11,054,872
==========
==========
LIABILITIES
Accounts payable $ 222 $
- -
Accounts payable - affiliates (Note C) 2,270,040
2,067,156
Capital contributions payable (Note D) 11,405
11,405
----------
- ----------
2,281,667
2,078,561
----------
- ----------
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 7,903,004
9,143,807
General Partner (180,029)
(167,496)
----------
- ----------
7,722,975
8,976,311
----------
- ----------
$10,004,642
$11,054,872
==========
==========
The accompanying notes are an integral part of these
statements.
6
Boston Capital Tax Credit Fund II Limited Partnership
BALANCE SHEETS
SERIES 14
- ----------------------------
September 30,
March 31,
1998
1998
(Unaudited)
(Audited)
------------
- ----------
ASSETS
INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D) $18,351,918
$19,862,702
OTHER ASSETS
Cash and cash equivalents 637,866
652,591
Notes receivable 543,584
543,584
Deferred acquisition costs (Note B) 700,542
715,137
Other assets 189,666
176,925
----------
- ----------
$20,423,576
$21,950,939
==========
==========
LIABILITIES
Accounts payable $ 5,650 $
- -
Accounts payable - affiliates (Note C) 4,265,327
3,887,059
Capital contributions payable (Note D) 329,894
329,894
----------
- ----------
4,600,871
4,216,953
----------
- ----------
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 16,148,169
18,040,337
General Partner (325,464)
(306,351)
----------
- ----------
15,822,705
17,733,986
----------
- ----------
$20,423,576
$21,950,939
==========
==========
The accompanying notes are an integral part of these
statements.
7
Boston Capital Tax Credit Fund II Limited
Partnership
STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
1998 1997
---- ----
Income
Interest income $ 19,463 $ 13,070
Other Income 4,447 -
---------- ----------
23,910 13,070
Share of loss from Operating
Partnerships (2,662,923)
(2,491,966)
---------- ----------
Expenses
Partnership management fees 590,952 585,292
Amortization 12,139 12,139
General and administrative expenses 244,313 278,820
---------- ----------
(847,404) 876,251
---------- ----------
NET LOSS $(3,486,417)
$(3,355,147)
========== ==========
Net loss allocated to limited
partners $(3,451,553)
$(3,321,596)
========== ==========
Net loss allocated to general partner $ (34,864) $
(33,551)
========== ==========
Net loss per BAC $ (1.20) $
(1.03)
========== ==========
The accompanying notes are an integral part of these
statements.
8
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
SERIES 7
- -----------------------
1998
1997
----
- ----
Income
Interest income $ 64 $
87
Other Income -
- -
--------
- --------
64
87
Share of loss from Operating
Partnerships (159,981)
(75,508)
--------
- --------
Expenses
Partnership management fees 28,287
28,287
Amortization -
- -
General and administrative expenses 17,709
18,138
--------
- --------
45,996
46,425
--------
- --------
NET LOSS $(205,913)
$(121,846)
========
========
Net loss allocated to limited
partners $(203,854)
$(120,628)
========
========
Net loss allocated to general partner $ (2,059) $
(1,218)
========
========
Net loss per BAC $ (.20) $
(.12)
========
========
The accompanying notes are an integral part of these
statements.
9
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
SERIES 9
- ----------------------
1998
1997
----
- ----
Income
Interest income $ 5,950 $
4,146
Other Income -
- -
--------
- --------
5,950
4,146
Share of loss from Operating
Partnerships (260,328)
(379,281)
--------
- --------
Expenses
Partnership management fees 143,946
133,428
Amortization 217
217
General and administrative expenses 38,720
46,077
--------
- --------
182,883
179,722
--------
- --------
NET LOSS $ (437,261) $
(554,857)
========
=========
Net loss allocated to limited partners $ (432,888) $
(549,308)
========
=========
Net loss allocated to general partner $ (4,373) $
(5,549)
========
=========
Net loss per BAC $ (.10) $
(.13)
========
=========
The accompanying notes are an integral part of these
statements.
10
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
SERIES 10
- ----------------------
1998
1997
----
- ----
Income
Interest income $ 1,625 $
949
Other income -
- -
--------
- --------
1,625
949
Share of loss from Operating
Partnerships (333,187)
(239,795)
--------
- --------
Expenses
Partnership management fees 88,878
86,310
Amortization 860
860
General and administrative expenses 28,878
38,849
--------
- --------
118,616
126,019
--------
- --------
NET LOSS $(450,178)
$(364,865)
========
========
Net loss allocated to limited partner $(445,676)
$(361,216)
========
========
Net loss allocated to general partner $ (4,502) $
(3,649)
========
========
Net loss per BAC $ (.19) $
(.15)
========
========
The accompanying notes are an integral part of these
statements.
11
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
SERIES 11
- ----------------------
1998
1997
----
- ----
Income
Interest income $ 4,791 $
1,724
Other Income -
- -
--------
- --------
4,791
1,724
Share of loss from Operating
Partnerships (709,103)
(516,095)
--------
- --------
Expenses
Partnership management fees 80,166
79,620
Amortization 436
436
General and administrative expenses 33,774
36,975
--------
- --------
114,376
117,031
--------
- --------
NET LOSS $(818,688)
$(631,402)
========
========
Net loss allocated to limited partner $(810,501)
$(625,088)
========
========
Net loss allocated to general partner $ (8,187) $
(6,314)
========
========
Net loss per BAC $ (.33) $
(.25)
========
========
The accompanying notes are an integral part of these
statements.
12
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
SERIES 12
- ----------------------
1998
1997
----
- ----
Income
Interest income $ 151 $
67
Other Income -
- -
--------
- --------
151
67
Share of loss from Operating
Partnerships (466,620)
(403,249)
--------
- --------
Expenses
Partnership management fee 79,660
87,663
Amortization 3,329
3,329
General and administrative expenses 49,156
51,288
--------
- --------
132,145
142,280
--------
- --------
NET LOSS $(598,614)
$(545,462)
========
========
Net loss allocated to limited partner $(592,628)
$(540,007)
========
========
Net loss allocated to general partner $ (5,986) $
(5,455)
========
========
Net loss per BAC $ (.20) $
(.18)
========
========
The accompanying notes are an integral part of these
statements.
13
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
SERIES 14
- ----------------------
1998
1997
----
- ----
Income
Interest income $ 6,882 $
6,097
Other Income 4,447
- -
---------
- ---------
11,329
6,097
Share of loss from Operating
Partnerships (733,704)
(878,038)
---------
- ---------
Expenses
Partnership management fees 170,015
169,984
Amortization 7,297
7,297
General and administrative expenses 76,076
87,493
---------
- ---------
253,388
264,774
---------
- ---------
NET LOSS $ (975,763)
$(1,136,715)
========= =========
Net loss allocated to limited partner $ (966,005)
$(1,125,348)
=========
=========
Net loss allocated to general partner $ (9,758) $
(11,367)
=========
=========
Net loss per BAC $ (.18) $
(.20)
=========
=========
The accompanying notes are an integral part of these
statements.
14
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
1998 1997
---- ----
Income
Interest income $ 39,566 $ 25,039
Other Income 25,781 -
---------- ----------
65,347 25,039
Share of loss from Operating
Partnerships (5,632,559)
(5,900,419)
---------- ----------
Expenses
Partnership management fees 1,183,791 1,172,721
Amortization 24,281 24,281
General and administrative expenses 261,694 325,575
---------- ----------
1,469,766 1,522,577
---------- ----------
NET LOSS $(7,036,978)
$(7,397,957)
========== ==========
Net loss allocated to limited
partners $(6,966,607)
$(7,323,977)
========== ==========
Net loss allocated to general partner $ (70,371) $
(73,980)
========== ==========
Net loss per BAC $ (2.33) $
(2.33)
========== ==========
The accompanying notes are an integral part of these
statements.
15
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
SERIES 7
- -----------------------
1998
1997
----
- ----
Income
Interest income $ 116 $
175
Other Income -
- -
--------
- --------
116
175
Share of loss from Operating
Partnerships (216,806)
(230,450)
--------
- --------
Expenses
Partnership management fees 56,574
56,574
Amortization -
- -
General and administrative expenses 13,496
21,023
--------
- --------
70,070
77,597
--------
- --------
NET LOSS $(286,760)
$(307,872)
========
========
Net loss allocated to limited
partners $(283,892)
$(304,793)
========
========
Net loss allocated to general partner $ (2,868) $
(3,079)
========
========
Net loss per BAC $ (.28) $
(.29)
========
========
The accompanying notes are an integral part of these
statements.
16
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
SERIES 9
- ----------------------
1998
1997
----
- ----
Income
Interest income $ 11,003 $
8,494
Other Income 2,134
- -
-------- -
- --------
13,137
8,494
Share of loss from Operating
Partnerships (702,006)
(1,133,109)
-------- -
- --------
Expenses
Partnership management fees 287,892
269,341
Amortization 435
435
General and administrative expenses 33,985
54,862
-------- -
- --------
322,312
324,638
-------- -
- --------
NET LOSS $(1,011,181)
$(1,449,253)
=========
=========
Net loss allocated to limited partners $(1,001,069)
$(1,434,760)
=========
=========
Net loss allocated to general partner $ (10,112) $
(14,493)
=========
=========
Net loss per BAC $ (.24) $
(.34)
=========
=========
The accompanying notes are an integral part of these
statements.
17
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
SERIES 10
- ----------------------
1998
1997
----
- ----
Income
Interest income $ 3,083 $
1,927
Other income -
- -
--------
- --------
3,083
1,927
Share of loss from Operating
Partnerships (729,547)
(696,392)
--------
- --------
Expenses
Partnership management fees 177,756
170,838
Amortization 1,721
1,721
General and administrative expenses 29,771
45,426
--------
- --------
209,248
217,985
--------
- --------
NET LOSS $(935,712)
$(912,450)
========
========
Net loss allocated to limited partner $(926,354)
$(903,326)
========
========
Net loss allocated to general partner $ (9,358) $
(9,124)
========
========
Net loss per BAC $ (.39) $
(.37)
========
========
The accompanying notes are an integral part of these
statements.
18
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
SERIES 11
- ----------------------
1998
1997
----
- ----
Income
Interest income $ 8,410 $
3,397
Other Income 2,400
- -
--------- -
- --------
10,810
3,397
Share of loss from Operating
Partnerships (1,449,912)
(1,139,095)
--------- -
- --------
Expenses
Partnership management fees 160,586
158,454
Amortization 872
872
General and administrative expenses 38,148
42,738
--------- -
- --------
199,606
202,064
--------- -
- --------
NET LOSS $(1,638,708)
$(1,337,762)
=========
=========
Net loss allocated to limited partner $(1,622,321)
$(1,324,384)
=========
=========
Net loss allocated to general partner $ (16,387) $
(13,378)
=========
=========
Net loss per BAC $ (.66) $
(.53)
=========
=========
The accompanying notes are an integral part of these
statements.
19
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
SERIES 12
- ----------------------
1998
1997
----
- ----
Income
Interest income $ 311 $
152
Other Income 6,150
- -
--------- -
- --------
6,461
152
Share of loss from Operating
Partnerships (1,028,295)
(975,461)
--------- -
- --------
Expenses
Partnership management fee 170,788
179,181
Amortization 6,658
6,658
General and administrative expenses 54,056
59,049
--------- -
- --------
231,502
244,888
--------- -
- --------
NET LOSS $(1,253,336)
$(1,220,197)
=========
=========
Net loss allocated to limited partner $(1,240,803)
$(1,207,995)
=========
=========
Net loss allocated to general partner $ (12,533) $
(12,202)
=========
=========
Net loss per BAC $ (.42) $
(.41)
=========
=========
The accompanying notes are an integral part of these
statements.
20
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
SERIES 14
- ----------------------
1998
1997
----
- ----
Income
Interest income $ 16,643 $
10,894
Other Income 15,097
- -
---------
- ---------
31,740
10,894
Share of loss from Operating
Partnerships (1,505,993)
(1,725,912)
---------
- ---------
Expenses
Partnership management fees 330,195
338,333
Amortization 14,595
14,595
General and administrative expenses 92,238
102,477
---------
- ---------
437,028
455,405
---------
- ---------
NET LOSS $(1,911,281)
$(2,170,423)
========= =========
Net loss allocated to limited partner $(1,892,168)
$(2,148,719)
=========
=========
Net loss allocated to general partner $ (19,113) $
(21,704)
=========
=========
Net loss per BAC $ (.34) $
(.39)
=========
=========
The accompanying notes are an integral part of these
statements.
21
Boston Capital Tax Credit Fund II Limited
Partnership
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
Six Months Ended September 30, 1998
(Unaudited)
General
Assignees Partner Total
--------- ------- -----
Partners' capital (deficit),
April 1, 1998 $ 51,144,019 $(1,116,437)
$50,027,582
Net loss (6,966,607) (70,371)
(7,036,978)
---------- ---------
- ----------
Partners' capital (deficit),
September 30, 1998 $ 44,177,412 $(1,186,808)
$42,990,604
========== =========
==========
The accompanying notes are an integral part of these
statements.
22
Boston Capital Tax Credit Fund II Limited
Partnership
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
Six Months Ended September 30, 1998
(Unaudited)
Limited General
Partners Partner Total
-------- ------- -----
Series 7
- --------
Partners' capital (deficit),
April 1, 1998 $ 731,471 $ (83,446) $
648,025
Net loss (283,892) (2,868)
(286,760)
--------- --------
- ---------
Partners' capital (deficit),
September 30, 1998 $ 447,579 $ (86,314) $
361,265
========= ========
=========
Series 9
- --------
Partners' capital (deficit),
April 1, 1998 $ 8,227,204 $(280,876) $
7,946,328
Net loss (1,001,069) (10,112)
(1,011,181)
---------- -------
- ----------
Partners' capital (deficit),
September 30, 1998 $ 7,226,135 $(290,988) $
6,935,147
========== ========
==========
Series 10
- --------
Partners' capital (deficit),
April 1, 1998 $ 6,270,055 $(149,608) $
6,120,447
Net loss (926,354) (9,358)
(935,712)
---------- -------- ------
- ----
Partners' capital (deficit),
September 30, 1998 $ 5,343,701 $(158,966) $
5,184,735
========== ========
==========
The accompanying notes are an integral part of these
statements.
23
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
Six Months Ended September 30, 1998
(Unaudited)
Limited General
Partners Partner Total
-------- ------- -----
Series 11
- --------
Partners' capital (deficit),
April 1, 1998 $ 8,731,145 $(128,660) $
8,602,485
Net loss (1,622,321) (16,387)
(1,638,708)
---------- --------
- ----------
Partners' capital (deficit),
September 30, 1998 $ 7,108,824 $(145,047) $
6,963,777
========== ========
==========
Series 12
- --------
Partners' capital (deficit),
April 1, 1998 $ 9,143,807 $(167,496) $
8,976,311
Net loss (1,240,803) (12,533)
(1,253,336)
---------- --------
- ----------
Partners' capital (deficit),
September 30, 1998 $ 7,903,004 $(180,029) $
7,722,975
========== ========
==========
Series 14
- --------
Partners' capital (deficit),
April 1, 1998 $18,040,337 $(306,351)
$17,733,986
Net loss (1,892,168) (19,113)
(1,911,281)
---------- --------
- ----------
Partners' capital (deficit),
September 30, 1998 $16,148,169 $(325,464)
$15,822,705
========== ========
==========
The accompanying notes are an integral part of these
statements.
24
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
1998
1997
----
- ----
Cash flows from operating activities:
Net loss $ (7,036,978) $
(7,397,957)
Adjustments
Distributions from Operating
Partnerships 6,913
13,498
Amortization 24,281
24,281
Share of loss from Operating
Partnerships 5,632,559 5,900,419
Changes in assets and liabilities
Increase in accounts payable
and accrued expenses 1,285,930
1,321,545
Decrease (Increase) in other
assets (12,741)
- -
Decrease (Increase) in prepaid
Expenses (17,681)
- -
----------
- ----------
Net cash (used in) provided by
operating activities (117,717)
(138,214)
----------
- ----------
Cash flows from investing activities:
Capital contributions paid to
Operating Partnerships (2,543)
(13,000)
Advances (made to) repaid from
Operating Partnerships -
- -
Credit adjusters received from
Operating Partnerships 3,176
- -
----------
- ----------
Net cash (used in) provided by
investing activities 633
(13,000)
---------- -------
- ---
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (117,084)
(151,214)
Cash and cash equivalents, beginning 1,611,248
1,725,325
----------
- ----------
Cash and cash equivalents, ending $ 1,494,164 $
1,574,111
==========
==========
The accompanying notes are an integral part of these
statements.
25
Boston Capital Tax Credit Fund II Limited
Partnership
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 7
- -------------------------
1998
1997
----
- ----
Cash flows from operating activities:
Net loss $ (286,760) $
(307,872)
Adjustments
Distributions from Operating
Partnerships -
- -
Amortization -
- -
Share of loss from Operating
Partnerships 216,806
230,450
Changes in assets and liabilities
Increase in accounts
payable and accrued expenses 69,324
72,897
Decrease (Increase) in other
assets (1,353)
- -
Decrease (Increase) in prepaid -
- -
expenses --------
- ---------
Net cash (used in) provided by
operating activities (1,983)
(4,525)
--------
- ---------
Cash flows from investing activities:
Capital contributions paid to
Operating Partnerships -
- -
Advances (made to) repaid from Operating
Partnerships -
- -
Credit adjusters received from Operating
Partnerships -
- -
--------
- ---------
Net cash (used in) provided by
investing activities -
- -
-------- ------
- ---
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (1,983)
(4,525)
Cash and cash equivalents, beginning 7,134
12,008
--------
- ---------
Cash and cash equivalents, ending $ 5,151 $
7,483
========
=========
The accompanying notes are an integral part of these
statements.
26
Boston Capital Tax Credit Fund II Limited
Partnership
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 9
- -------------------------
1998
1997
----
- ----
Cash flows from operating activities:
Net loss $(1,011,181)
$(1,449,253)
Adjustments
Distributions from Operating
Partnerships 1,249
3,388
Amortization 435
435
Share of loss from Operating
Partnerships 702,006
1,133,109
Changes in assets and liabilities
Increase in accounts
payable and accrued expenses 288,182
287,892
Decrease (Increase) in other
assets (17,234)
- -
Decrease (Increase) in prepaid
expenses -
- -
---------
- ---------
Net cash (used in) provided by
operating activities (36,543)
(24,429)
---------
- ---------
Cash flows from investing activities:
Capital contributions paid to
Operating Partnerships -
- -
Advances (made to) repaid from
Operating Partnerships -
- -
Credit adjusters received from
Operating Partnerships -
- -
---------
- ---------
Net cash (used in) provided by
investing activities -
- -
---------
- ---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (36,543)
(24,429)
Cash and cash equivalents, beginning 517,412
566,836
---------
- ---------
Cash and cash equivalents, ending $ 480,869 $
542,407
=========
=========
The accompanying notes are an integral part of these
statements.
27
Boston Capital Tax Credit Fund II Limited Partnership
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 10
- -------------------------
1998
1997
----
- ----
Cash flows from operating activities:
Net loss $ (935,712) $
(912,450)
Adjustments
Distributions from Operating
Partnerships -
- -
Amortization 1,721
1,721
Share of loss from Operating
Partnerships 729,547
696,392
Changes in assets and liabilities
Increase in accounts
payable and accrued expenses 177,985
177,756
Decrease (Increase) in other
assets (307)
- -
Decrease (Increase) in prepaid
expenses -
- -
---------
- ---------
Net cash (used in) provided by
operating activities (26,766)
(36,581)
---------
- ---------
Cash flows from investing activity:
Capital contributions paid to
Operating Partnerships -
- -
Advances (made to) repaid from
Operating Partnerships -
- -
Credit adjusters received from
Operating Partnerships -
- -
---------
- ---------
Net cash (used in) provided by
investing activities -
- -
--------- ------
- ---
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (26,766)
(36,581)
Cash and cash equivalents, beginning 124,484
144,428
---------
- ---------
Cash and cash equivalents, ending $ 97,718 $
107,847
=========
=========
The accompanying notes are an integral part of these
statements.
28
Boston Capital Tax Credit Fund II Limited
Partnership
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 11
- -------------------------
1998 1997
---- ----
Cash flows from operating activities:
Net loss $(1,638,708) $
(1,337,762)
Adjustments
Distributions from Operating
Partnerships 1,070
- -
Amortization 872
872
Share of loss from Operating
Partnerships 1,449,912
1,139,095
Changes in assets and liabilities
Increase in accounts
payable and accrued expenses 163,415
162,839
Decrease (Increase) in other
assets (2,847)
- -
Decrease (Increase) in
prepaid expenses -
- -
---------
- ---------
Net cash (used in) provided by
operating activities (26,286)
(34,956)
---------
- ---------
Cash flows from investing activities:
Capital contributions paid to
Operating Partnerships -
- -
Advances (made to) repaid from
Operating Partnerships -
- -
Credit adjusters received from
Operating Partnerships -
- -
---------
- ---------
Net cash (used in) provided by
investing activities -
- -
--------- ------
- ---
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (26,286)
(34,956)
Cash and cash equivalents, beginning 287,800
307,351
---------
- ---------
Cash and cash equivalents, ending $ 261,514 $
272,395
=========
=========
The accompanying notes are an integral part of these
statements.
29
Boston Capital Tax Credit Fund II Limited
Partnership
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 12
- -------------------------
1998
1997
----
- ----
Cash flows from operating activities:
Net loss $(1,253,336)
$(1,220,197)
Adjustments
Distributions from Operating
Partnerships 436
4,674
Amortization 6,658
6,658
Share of loss from Operating
Partnerships 1,028,295
975,461
Changes in assets and liabilities
Increase in accounts
payable and accrued expenses 203,106
241,891
Decrease (Increase) in prepaid
Expenses 4,060
- -
Decrease (Increase) in other
assets -
- -
---------
- ---------
Net cash (used in) provided by
operating activities (10,781)
8,487
---------
- ---------
Cash flows from investing activity:
Capital contributions paid to
Operating Partnerships -
- -
Advances (made to) repaid from Operating
Partnerships -
- -
Credit adjusters received from
Operating Partnerships -
- -
---------
- ---------
Net cash (used in) provided by
investing activities -
- -
---------
- ---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (10,781)
8,487
Cash and cash equivalents, beginning 21,827
8,532
---------
- ---------
Cash and cash equivalents, ending $ 11,046 $
17,019
=========
=========
The accompanying notes are an integral part of these
statements.
30
Boston Capital Tax Credit Fund II Limited
Partnership
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 14
- -------------------------
1998
1997
----
- ----
Cash flows from operating activities:
Net loss $(1,911,281)
$(2,170,423)
Adjustments
Distributions from Operating
Partnerships 4,158
5,436
Amortization 14,595
14,595
Share of loss from Operating
Partnerships 1,505,993
1,725,912
Changes in assets and liabilities
Increase in accounts
payable and accrued expenses 383,918
378,270
Decrease (Increase) in other
Assets (12,741)
- -
Decrease (Increase) in prepaid
expenses -
- -
----------
- ---------
Net cash (used in) provided by
operating activities (15,358)
(46,210)
----------
- ---------
Cash flows from investing activity:
Capital contributions paid to
Operating Partnerships (2,543)
(13,000)
Advances (made to) repaid from
Operating Partnerships -
- -
Credit adjusters received from
Operating Partnerships 3,176
- -
----------
- ---------
Net cash (used in) provided by
investing activities (2,543)
(13,000)
----------
- ---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (14,725)
(59,210)
Cash and cash equivalents, beginning 652,591
686,170
----------
- ---------
Cash and cash equivalents, ending $ 637,866 $
626,960
==========
=========
The accompanying notes are an integral part of these
statements.
31
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS
September 30, 1998
(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
September 30, 1998
and for the six 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
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
(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 September 30,
1998, the
Partnership has accumulated unallocated acquisition amortization
totaling
$187,966. The breakdown of accumulated unallocated acquisition
amortization
within the Partnership as of September 30, 1998 for Series 9,
Series 10,
Series 11, Series 12, and Series 14 is $3,045, $12,045, $6,105,
$46,609, and
$102,162, 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 Asset Management Limited Partnership (formerly 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 Asset Management Limited Partnership
(formerly
Boston Capital Communications Limited Partnership). The
partnership
management fee accrued for the quarters ended September 30, 1998
and 1997 are
as follows:
33
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
(Unaudited)
NOTE C - RELATED PARTY TRANSACTIONS - Continued
1998 1997
-------- --------
Series 7 $ 28,287 $ 28,287
Series 9 143,946 143,946
Series 10 88,878 88,878
Series 11 81,420 81,420
Series 12 95,817 95,817
Series 14 189,135 189,135
------- -------
$627,483 $627,483
======= =======
Accounts payable - affiliates at September 30, 1998 and 1997
represents
accrued general and administrative expenses, partnership
management fees,
and advances from an affiliate of the general partner, which are
payable to
Boston Capital Partners, Inc., and Boston Capital Asset
Management Limited
Partnership (formerly Boston Capital Communications Limited
Partnership).
As of September 30, 1998, an affiliate of the general
partner has
advanced a total of $131,400 to the Partnership to pay certain
operating
expenses of two of the series (Series 7 & 12). Of the total
amount advanced, $20,000 was advanced during the quarter ended
September 30, 1998. These advances are included in Accounts
Payable - affiliates. These advances, and any additional
advances, will be paid, without interest, from available cash
flow or the proceeds of sales or refinancing of the Partnership's
interests in Operating Partnerships.
34
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
At September 30, 1998 and 1997 the Partnership had limited
partnership
interests in 310 Operating Partnerships which own apartment
complexes. The
number of Operating Partnerships in which the Partnership had
limited
partnership interests at September 30, 1998 and 1997 by series
are as follows:
Series 7 15
Series 9 55
Series 10 46
Series 11 40
Series 12 53
Series 14 101
---
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 September 30, 1998 and 1997 by
series are as
follows:
1998 1997
---------- ----------
Series 7 $ - $ -
Series 9 4,590 4,590
Series 10 - -
Series 11 22,528 27,528
Series 12 11,405 11,405
Series 14 329,894 330,575
--------- ---------
$ 368,417 $ 374,098
========= =========
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 six months ended June 30, 1998.
35
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six months ended June 30,
(Unaudited)
Series 7
- ---------------------------
1998 1997
---- ----
Revenues
Rental $ 1,039,250 $
1,039,079
Interest and other 97,505
92,405
---------
- ---------
1,136,755
1,131,484
---------
- ---------
Expenses
Interest 401,032
449,664
Depreciation and amortization 522,415
525,248
Operating expenses 694,009
774,849
---------
- ---------
1,617,456
1,749,761
---------
- ---------
NET LOSS $ (480,701) $
(618,277)
=========
=========
Net loss allocated to Boston
Capital Tax Credit Fund II
Limited Partnership $ (216,806) $
(230,450)
=========
=========
Net loss allocated to other partners $ (4,807) $
(6,183)
=========
=========
Net loss suspended $ (259,088) $
(381,644)
=========
=========
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
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six months ended June 30,
(Unaudited)
Series 9
- --------------------------
1998 1997
----- -----
Revenues
Rental $ 5,014,152 $
4,846,995
Interest and other 448,282
269,183
----------
- ----------
5,462,434
5,116,178
----------
- ----------
Expenses
Interest 1,709,979
1,736,512
Depreciation and amortization 1,895,143
1,940,311
Operating expenses 3,152,863
2,935,864
----------
- ----------
6,757,985
6,612,687
----------
- ----------
NET LOSS $(1,295,551)
$(1,496,509)
==========
==========
Net loss allocated to Boston
Capital Tax Credit Fund II
Limited Partnership $ (702,006)
$(1,133,109)
==========
==========
Net loss allocated to other partners $ (12,956) $
(14,965)
=========
==========
Net loss suspended $ (580,589) $
(348,435)
=========
==========
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
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)
Series 10
- --------------------------
1998 1997
Revenues ---- ----
Rental $ 3,756,096 $
3,672,397
Interest and other 218,746
162,155
----------
- ----------
3,974,842
3,834,552
----------
- ----------
Expenses
Interest 1,444,139
1,219,767
Depreciation and amortization 1,326,525
1,250,582
Operating expenses 2,170,983
2,233,135
----------
- ----------
4,941,647
4,703,484
----------
- ----------
NET LOSS $ (966,805) $
(868,932)
==========
==========
Net loss allocated to Boston
Capital Tax Credit Fund
Limited Partnership II $ (729,547) $
(696,392)
==========
==========
Net loss allocated to other partners $ (9,668) $
(8,689)
==========
==========
Net loss suspended $ (227,590) $
(163,851)
==========
==========
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
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six months ended June 30,
(Unaudited)
Series 11
- ----------------------------
1998 1997
Revenues ---- ----
Rental $ 3,147,418 $
3,354,442
Interest and other 169,609
159,552
----------
- ----------
3,317,027
3,513,994
----------
- ----------
Expenses
Interest 1,679,214
1,469,243
Depreciation and amortization 1,248,828
1,212,151
Operating expenses 1,994,875
2,089,635
----------
- ----------
4,922,917
4,771,029
----------
- ----------
NET LOSS $(1,605,890)
$(1,257,035)
==========
==========
Net loss allocated to Boston
Capital Tax Credit Fund II
Limited Partnership $(1,449,912)
$(1,139,095)
==========
==========
Net loss allocated to other partners $ (16,059) $
(12,570)
==========
==========
Net loss suspended $ (139,919) $
(105,370)
==========
==========
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
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six months ended June 30,
(Unaudited)
Series 12
- --------------------------
1998 1997
Revenues ---- ----
Rental $ 3,461,126 $
3,688,083
Interest and other 182,199
139,303
---------
- ---------
3,643,325
3,827,386
---------
- ---------
Expenses
Interest 1,406,175
1,407,925
Depreciation and amortization 1,352,356
1,404,838
Operating expenses 2,205,247
2,085,872
---------
- ---------
4,963,778
4,898,635
---------
- ---------
NET LOSS $(1,320,453)
$(1,071,249)
=========
=========
Net loss allocated to Boston
Capital Tax Credit Fund II
Limited Partnership $(1,028,294) $
(975,461)
=========
=========
Net loss allocated to other partners $ (13,205) $
(10,712)
=========
=========
Net loss suspended $ (278,954) $
(85,076)
=========
=========
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
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six months ended June 30,
(Unaudited)
Series 14
---
- ------------------------
1998 1997
Revenues ---- ----
Rental $ 7,416,656 $
7,276,684
Interest and other 385,927
392,565
----------
- ----------
7,802,583
7,669,249
----------
- ----------
Expenses
Interest 2,680,350
2,561,120
Depreciation and amortization 2,359,114
2,635,715
Operating expenses 4,521,883
4,410,095
----------
- ----------
9,561,347
9,606,930
----------
- ----------
NET LOSS $(1,758,764)
$(1,937,681)
==========
==========
Net loss allocated to Boston
Capital Tax Credit Fund II
Limited Partnership $(1,505,993)
$(1,725,912)
==========
==========
Net loss allocated to other partners $ (17,588) $
(19,377)
==========
==========
Net loss suspended $ (235,183) $
(192,392)
==========
==========
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
Boston Capital Tax Credit Fund II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
(Unaudited)
NOTE E - TAXABLE LOSS
The Partnership's taxable loss for the fiscal year ended March
31, 1999 is
expected to differ from its loss for financial reporting
purposes. This is
primarily due to accounting differences in depreciation incurred
by the
Operating Partnerships and also differences between the equity
method of
accounting and the IRS accounting methods. 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
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 unpaid as of September 30, 1998 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.
The Partnership has recognized other income as of September 30,
1998 in the amount of $25,781. Of the total, $6,281 represents
distributions from Operating Partnership for which the
Partnership normally records as a decrease
in the Investment in Operating Partnerships. Due to the equity
method of
accounting, the Partnership has recorded these distributions as
other income.
The remaining $19,500 represents transfer fee income.
An affiliate of the general partner has advanced $131,400 to the
Partnership
to pay certain third party operating expenses. This amount has
been advanced
to two series, Series 7 and 12. These and any additional
advances will be
paid, without interest, from available cash flow, reporting fees,
or the
proceeds of the sales or refinancing of the Partnership's
interest in
Operating Partnerships. The Partnership anticipates that as the
Operating
Partnerships continue to mature, more cash flow and reporting
fees will be
generated. Cash flow and reporting fees will be added to the
Partnership's
working capital and will be available to meet future third party
obligations
of the Partnership. The Partnership is currently pursuing, and
will continue
to pursue, available cash flow and reporting fees and anticipates
that the
amount collected will be sufficient to cover third party
operating expenses.
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.
43
(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 September 30, 1998, Series 7 had paid all installments of
capital
contributions to the Operating Partnerships. Series 7 net
offering proceeds
in the amount of $5,151 remains in working capital.
(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 September 30, 1998 the Partnership did
not use any of Series 9's net offering proceeds to pay
installments of its capital contributions to the Operating
Partnerships. Series 9 net offering proceeds
in the amount of $480,869 remain to be used by the Partnership to
pay
additional installments of capital contributions to the Operating
Partnerships and in working capital.
(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 September 30, 1998, Series 10 had paid all installments of
capital
contributions to the Operating Partnerships. Series 10 net
offering proceeds
in the amount of $97,718 remains in working capital.
(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 $17,849,548.
During the quarter ended September 30, 1998 the Partnership did
not use any of Series 11's net offering proceeds to pay
installments of its capital contributions to the Operating
Partnerships. Series 11 net offering proceeds
in the amount of $261,514 remain to be used by the Partnership to
pay remaining capital contributions to the Operating Partnerships
and in working
capital.
(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
44
initial and additional installments of capital contributions to
53 Operating
Partnerships in the amount of $21,654,977.
During the quarter ended September 30, 1998, the Partnership did
not use any of Series 12's net offering proceeds to pay
installments of its capital contributions to the Operating
Partnerships. Series 12 net offering
proceeds in the amount of $11,046 remain to be used by the
Partnership to pay
remaining capital contributions to the Operating Partnerships and
in working
capital.
(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 September 30, 1998, $2,543 of Series 14
net offering
proceeds had been used to pay capital contributions. Series 14
net offering
proceeds in the amount of $637,866 remain to be used by the
Partnership to pay
remaining capital contributions to the Operating Partnerships and
in working
capital.
Results of Operations
- ---------------------
As of September 30, 1998 and 1997 the Partnership held limited
partnership
interests in 310 Operating Partnerships. 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 incurs a partnership management fee to Boston
Capital
Asset Management Limited Partnership (formerly Boston Capital
Communications
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 annual partnership management fee is
currently
being accrued. It is anticipated that all outstanding fees will
be repaid
from the sale or refinancing proceeds. The partnership
management fee
incurred for the quarters ended September 30, 1998 and 1997 were
$590,952 and
$585,292, respectively. The amount is anticipated to decrease in
subsequent
future periods as more Operating Partnerships begin to pay annual
asset
management and reporting fees to the Partnership.
45
The Partnership's investment objectives do not include receipt of
significant
cash distributions from the Operating Partnerships in which it
has invested. 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.
The General Partner and it's affiliate, Boston Capital Asset
Management
Limited Partnership, monitors the operations of all the
properties in the
Partnership. The Operating Partnerships that are mentioned in
the following
discussion of each series' results of operations are being
closely monitored
so as to improve the overall results of each series' operations.
(Series 7) As of September 30, 1998 and 1997, the average
Qualified Occupancy
for the series was 100% for both years. The series had a total
of 15
properties at September 30, 1998.
For the six months being reported the series reflects a net loss
from the
Operating Partnerships of $480,701. When adjusted for
depreciation, which is
a non-cash item, the Operating Partnerships reflect positive
operations of $41,714. This is an interim period estimate; it is
not necessarily indicative
of the final year end results.
The Operating Partnership New Holland Apartments Limited
Partnership (New
Holland Apts) received a going concern opinion on the 1997 audit.
As a result
of the operating partnership incurring continued operational cash
flow losses, this has raised substantial doubt about the property
continuing as a going concern. The cash flow losses have been
the result of continued poor occupancy at the property. As of
the 1997 year-end, the senior mortgage was in technical default
as it matured and the Operating General Partner failed to payoff
the loan. The mortgagee has yet to call the loan. The Operating
General Partner has funded operating deficits in the past, but
has failed to do so in 1998. Due to the Operating General
Partner's inability to continue funding operating deficits, the
Investment General Partner has initiated conversations with the
first mortgage holder. The first mortgage holder has commissioned
environmental and appraisal reports and is holding any
discussions in abeyance until the reports are completed.
(Series 9) As of September 30, 1998 and 1997, the average
Qualified Occupancy
for the series was 99.7% and 99.8%, respectively. The series had
a total of 55 properties at September 30, 1998. Out of the
total, 52 were at 100% Qualified Occupancy.
For the six months being reported the series reflects a net loss
from the
Operating Partnerships of $1,295,551. When adjusted for
depreciation, which is
a non-cash item, the Operating Partnerships reflect positive
operations of
$599,592. This is an interim period estimate; it is not
necessarily
indicative of the final year end results.
The Operating General Partner and management agent of School
Street II Limited Partnership (School Street Apts. II) were
removed and replaced during 1997. In the transition, occupancies
suffered and as a result, a leasing agent and new management
company were hired by the new Operating General Partner to rent
the vacant units. Due to the unresponsiveness of the management
company, another company was hired in October 1998. Occupancy
and operations are
anticipated to improve as a result of this change. Occupancy was
at approximately 75% in October 1998. In addition, the Operating
General Partner has initiated negotiations with the first
mortgage holder to restructure the debt.
46
A refinancing application has been filed with the state housing
agency, in hopes to further improve operations. Any capital
needs are anticipated to be addressed as part of refinancing
package.
The Operating Partnership New Holland Apartments Limited
Partnership (New
Holland Apts) received a going concern opinion on the 1997 audit.
As a result
of the operating partnership incurring continued operational cash
flow losses, this has raised substantial doubt about the property
continuing as a going concern. The cash flow losses have been
the result of continued poor occupancy at the property. As of
the 1997 year-end, the senior mortgage was in technical default
as it matured and the Operating General Partner failed to payoff
the loan. The mortgagee has yet to call the loan. The Operating
General Partner has funded operating deficits in the past, but
has failed to do so in 1998. Due to the Operating General
Partner's inability to continue funding operating deficits, the
Investment General Partner has initiated conversations with the
first mortgage holder. The first mortgage holder has
commissioned environmental and appraisal reports and is holding
any discussions in abeyance until the reports are completed.
The occupancy of the Operating Partnership Glennwood Hotel
Investors (Glennwood Hotel) dropped to an average of 65% as of
the end of the second quarter of 1998. The area has an
oversupply of affordable rental housing and a poor local enconomy
which has negatively impacted the property. The management
company, an affiliate of the Operating General Partner, has
increased its marketing and outreach efforts and continues to
offer assistance to the Operating Partnership. A site visit to
the property has been scheduled for the early part of the third
quarter to review property operations and marketing strategies.
(Series 10) As of September 30, 1998 and 1997, the average
Qualified
Occupancy for the series was 99.9% and 99.6%, respectively. The
series had a total of 46 properties at September 30, 1998, 45 of
which were at 100%
Qualified Occupancy.
For the six months being reported the series reflects a net loss
from the
Operating Partnerships of $966,805. When adjusted for
depreciation which is
a non-cash item, the Operating Partnerships reflect positive
operations of
$359,720. This is an interim period estimate; it is not
necessarily
indicative of the final year end results.
North Connecticut Avenue L.P. (46 North Connecticut Avenue) is
operating
at a deficit due to high operating expenses. The Operating
General Partner was seeking a loan modification from the loan
holder, who is reluctant to grant the request. The loan holder
is in discussions with the Operating General Partner on a deed-in-
lieu of foreclosure. As of September 30, 1998 negotiations have
not been completed. The deed-in-lieu of foreclosure is
anticipated to occur prior to year-end 1998. The Investment
General Partner continues to monitor the situation.
(Series 11) As of September 30, 1998 and 1997 the average
Qualified
Occupancy for the series was 99.37% and 100%, respectively. The
series had a total of 40 properties at September 30, 1998, 39 of
which were at 100% Qualified Occupancy.
47
For the six months being reported the series reflects a net loss
from the
Operating Partnerships of $1,605,890. When adjusted for
depreciation, which is
a non-cash item, the Operating Partnerships reflect a net loss of
$357,062. This is an interim period estimate; it is not
necessarily
indicative of the final year end results.
The Investment General Partner has received notification from the
Internal Revenue Service that an administrative proceeding has
begun on the Operating Partnership Crestwood RRH, Limited
(Crestwood Apartments). Accountants for the Operating
Partnership are working with the IRS to resolve the situation.
(Series 12) As of September 30, 1998 and 1997, the average
Qualified
Occupancy for the series was 99.9% for both years. The series had
a total of
53 properties at September 30, 1998, 52 of which were at 100%
qualified occupancy.
For the six months being reported the series reflects a net loss
from the
Operating Partnerships of $1,320,453. When adjusted for
depreciation, which is
a non-cash item, the Operating Partnerships reflect positive
operations of $31,903. This is an interim period estimate; it is
not necessarily indicative of the final year end results.
The physical occupancy of California Investors VII Limited
Partnership (Summit Ridge Apartments/Longhorn Pavillion) as of
September 30, 1998 was 89%. The property had previously suffered
operational difficulties due to more expensive debt and high
expenses. All indications are that, despite a difficult
marketplace, the property is competing effectively. As a result
of a diligent effort to control costs, the property has generated
a positive operational cash flow year-to-date. The Operating
General Partner is optimistic about the continued positive
prospects for this property.
In the three quarters of 1998, Brandywood Limited Partnership
(Brandywood Apts) has maintained a 99.7% average occupancy.
During 1997, the property operated under a forbearance agreement
with the permanent mortgage lender, making payments on debt
service based on cash flow. The loan was refinanced with the
lender effective July 1998 at a lower rate. The restructuring
has improved the financial feasibility of the property. In
addition, a capital needs assessment was recently completed and
items were identified that will be addressed from future cash
flow.
(Series 14) As of September 30, 1998 and 1997, the average
Qualified
Occupancy for the series was 99.6% and 99.5%, respectively. The
series had a
total of 101 properties at September 30, 1998, 95 of which were
at 100%
Qualified Occupancy.
For the six months being reported the series reflects a net loss
from the
Operating Partnerships of $1,758,764. When adjusted for
depreciation, which is
a non-cash item, the Operating Partnerships reflect positive
operations of
$600,350. This is an interim period estimate; it is not
necessarily
indicative of the final year end results.
The physical occupancy of California Investors VII Limited
Partnership (Summit Ridge Apartments/Longhorn Pavillion) as of
September 30, 1998 was 89%. The property had previously suffered
operational difficulties due to more expensive debt and high
expenses. All indications are that, despite a
48
difficult marketplace, the property is competing effectively. As
a result of a diligent effort to control costs, the property has
generated a positive operational cash flow year-to-date. The
Operating General Partner is optimistic about the continued
positive prospects for this property.
The properties owned by Glenhaven Park Partners, A California LP
(Glenhaven Estates), Haven Park Partners II, A California LP
(Glenhaven Park II), Haven Park Partners III, A California LP
(Glenhaven Park III), and Haven Park Parnters IV, A California LP
(Glenhaven Park) continue to suffer from high operating expenses
and occupancy issues. The management company has said that the
rental market is soft with an oversupply of housing. As of
September 30, 1998, physical occupancy was 92%, 93%, 87%, and
92%, respectively. The management company will continue to
actively conduct outreach to generate new interest in the
property along with working towards reducing the operating
expenses.
Woodfield Commons Limited Partnership (Rainbow Commons
Apartments) is in
receipt of a 60-Day letter issued by the IRS stating that the
Operating Partnership has not met certain IRC Section 42
requirements. The finding was the result of an IRS audit of the
Operating Partnership's tenant files. The IRS has proposed an
adjustment that would disallow the Partnership from utilizing
certain past or future credits. On June 23, 1998, the Operating
General Partner and its counsel filed a written protest with the
IRS and requested additional information from the IRS with
regards to the legal and factual basis upon which it has proposed
its assessment. As of this date, the IRS has not responded to
this request nor has a conference with the Appeals Office been
scheduled. The Operating General Partner and its counsel do not
anticipate an outcome that will have a material effect on the
financial statements and accordingly, no adjustment has been made
in the accompanying financial statements.
The first permanent loan of One Northridge, Limited (Northridge
Apts) will mature on December 10, 1998. The Investment General
Partner conducted a site visit during the second quarter of 1998
and has participated in discussions with the Operating General
Partner and prospective lenders regarding the partnership's
refinancing. At this time, a schedule of capital improvements is
being prepared which would be funded with loan proceeds.
49
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
50
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: November , 1998 By: /s/ John P. Manning
-------------------
John P. Manning,
Partner & Principal Financial
Officer
51
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<ARTICLE> CT
<CIK> 0000853566
<NAME> BOSTON CAPITAL TAX CREDIT FUND II
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> SEP-30-1998
<TOTAL-ASSETS> 58,882,445
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 58,885,445
<TOTAL-REVENUES> 65,347
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,102,325)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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