February 11, 2000
Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Boston Financial Tax Credit Fund Plus, A Limited Partnership
Report on Form 10-QSB for Quarter Ended December 31, 1999
File No. 0-22104
Gentlemen:
Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of
1934, filed herewith is one copy of subject report.
Very truly yours,
/s/Stephen Guilmette
Stephen Guilmette
Assistant Controller
TCP-Q3.DOC
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
-----------------------------
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 0-22104
Boston Financial Tax Credit Fund Plus, A Limited Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 04-3105699
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Arch Street, Boston, Massachusetts 02110-1106
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-3911
--------------------------
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 FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Balance Sheets - December 31, 1999 (Unaudited) 1
Statements of Operations (Unaudited) -
For the Three and Nine Months Ended December 31, 1999 and 1998 2
Statement of Changes in Partners' Equity (Deficiency)
(Unaudited) - For the Nine Months Ended December 31, 1999 3
Statements of Cash Flows (Unaudited) -
For the Nine Months Ended December 31, 1999 and 1998 4
Notes to Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II - OTHER INFORMATION
Items 1-6 9
SIGNATURE 10
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
BALANCE SHEET
December 31, 1999
(Unaudited)
Assets
Cash and cash equivalents $ 231,875
Marketable securities, at fair value 1,189,843
Other investments (Note 2) 1,640,544
Investments in Local Limited Partnerships, net of
reserve for valuation of $1,554,780 (Note 1) 13,410,621
Other assets 16,140
---------------
Total Assets $ 16,489,023
===============
Liabilities and Partners' Equity
Accounts payable to affiliates $ 1,327,607
Accounts payable and accrued expenses 23,625
---------------
Total Liabilities 1,351,232
Commitments (Note 3)
General, Initial and Investor Limited Partners' Equity 15,148,970
Net unrealized loss on marketable securities (11,179)
---------------
Total Partners' Equity 15,137,791
---------------
Total Liabilities and Partners' Equity $ 16,489,023
===============
The accompanying notes are an integral part of these
financial statements.
1
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended December 31, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31, December 31, December 31,
1999 1998 1999 1998
------------- ------------- ------------ ---------
Revenue:
<S> <C> <C> <C> <C>
Investment $ 17,776 $ 22,408 $ 53,716 $ 42,560
Accretion of Original Issue
Discount (Note 2) 31,690 31,098 92,919 85,994
Other 100,580 20,925 115,040 23,482
----------- ------------ ------------ -------------
Total Revenue 150,046 74,431 261,675 152,036
----------- ------------ ------------ -------------
Expenses:
Asset management fees, related party 40,833 42,040 122,499 126,119
General and administrative (includes
reimbursements to an affiliate in the
amounts of $58,407 and
$56,841 in 1999 and 1998,
respectively) 53,757 55,807 136,604 141,694
Bad debt expense 30,000 - 30,000 -
Amortization 7,215 7,215 21,644 21,644
----------- ------------ ------------ -------------
Total Expenses 131,805 105,062 310,747 289,457
----------- ------------ ------------ -------------
Income (Loss) before equity in losses of Local
Limited Partnerships 18,241 (30,631) (49,072) (137,421)
Equity in losses of Local
Limited Partnerships (443,861) (251,362) (1,214,002) (999,509)
----------- ------------ ------------ -------------
Net Loss $ (425,620) $ (281,993) $ (1,263,074) $ (1,136,930)
=========== ============ ============ =============
Net Loss per Limited
Partnership Unit:
Class A Unit (34,643 Units) $ (12.23) $ (8.37) $ (36.27) $ (32.71)
=========== ============ ============ =============
Class B Unit (3,290 Units) $ .83 $ 3.43 $ 2.13 $ 2.59
=========== ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
For the Nine Months Ended December 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Investor Investor Net
Initial Limited Limited Unrealized
General Limited Partners, Partners, Gains
Partners Partner Class A Class B (Losses) Totals
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1999 $ (168,252) $ 5,000 $14,066,938$ 2,508,358 $ 4,665 $ 16,416,709
----------- -------- ------------- ----------- --------- ---------------
Comprehensive Income (Loss):
Net change in net unrealized
gains on marketable
securities available
for sale - - - - (15,844) (15,844)
Net Income (Loss) (13,560) - (1,256,518) 7,004 - (1,263,074)
---------- -------- ------------ ----------- ----------- ------------
Comprehensive
Income (Loss) (13,560) - (1,256,518) 7,004 (15,844) (1,278,918)
---------- -------- ------------ ----------- ----------- ------------
Balance at
December 31, 1999 $ (181,812) $ 5,000 $ 12,810,420 $ 2,515,362 $ (11,179) $ 15,137,791
=========== ======== ============ ============ =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements
3
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the Nine Months Ended December 31, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
------------- --------
<S> <C> <C>
Net cash provided by (used for) operating activities $ 21,508 $ (423,484)
Net cash provided by investing activities 123,233 601,776
------------- ------------
Net increase in cash and cash equivalents 144,741 178,292
Cash and cash equivalents, beginning 87,134 216,829
------------- ------------
Cash and cash equivalents, ending $ 231,875 $ 395,121
============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-QSB and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto included with the Fund's Form 10-K for the year
ended March 31, 1999. In the opinion of management, these financial statements
include all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the Fund's financial position and results of
operations. The results of operations for the periods may not be indicative of
the results to be expected for the year.
The Managing General Partner has elected to report results of the Local Limited
Partnerships on a 90 day lag basis because the Local Limited Partnerships report
their results on a calendar year basis. Accordingly, the financial information
of the Local Limited Partnerships that is included in the accompanying financial
statements is as of September 30, 1999 and 1998.
1. Investments in Local Limited Partnerships
The Fund uses the equity method to account for its limited partnership interests
in twenty-five Local Limited Partnerships which own and operate multi-family
housing complexes, most of which are government assisted. The Fund, as Investor
Limited Partner pursuant to the various Local Limited Partnership Agreements,
has acquired a 99% interest in the profits, losses, tax credits and cash flows
from operations of each of the Local Limited Partnerships, except for an 82%,
98.75% and 97.9% interest in Livingston Arms, Metropolitan and New Garden Place,
respectively. Upon dissolution, proceeds will be distributed according to each
respective partnership agreement.
The following is a summary of Investments in Local Limited Partnerships at
December 31, 1999:
<TABLE>
<CAPTION>
<S> <C>
Capital contributions paid to Local Limited Partnerships and purchase price paid
to withdrawing partners of Local Limited
Partnerships $ 26,857,518
Cumulative equity in losses of Local Limited Partnerships (excluding
cumulative unrecognized losses of $369,250) (12,037,022)
Cash distributions received from Local Limited Partnerships (769,337)
-------------
Investments in Local Limited Partnerships before adjustments 14,051,159
Excess of investment cost over the underlying net assets acquired:
Acquisition fees and expenses 1,122,226
Accumulated amortization of acquisition fees and expenses (207,984)
-------------
14,965,401
Reserve for valuation (1,554,780)
Investments in Local Limited Partnerships $ 13,410,621
=============
</TABLE>
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
1. Investments in Local Limited Partnerships (continued)
The Fund's share of the net losses of the Local Limited Partnerships, for the
nine months ended December 31, 1999 is $1,376,872. For the nine months ended
December 31, 1999, the Fund has not recognized $162,870 of equity in losses
relating to three Local Limited Partnerships in which cumulative equity in
losses have exceeded its total investment.
2. Other Investments
Other investments consists of the aggregate cost of the Treasury STRIPS
purchased by the Fund for the benefit of the Class B Limited Partners. The
amortized cost, which approximates current fair value at December 31, 1999, is
composed of the following:
Aggregate cost of Treasury STRIPS $ 918,397
Accumulated accretion of
Original Issue Discount 722,147
-----------
$ 1,640,544
Maturity dates for the STRIPS held at December 31, 1999 range from February
15, 2007 to May 15, 2010 with a final maturity value of $3,290,000.
3. Commitments
At December 31, 1999, the Fund has committed to make future capital
contributions and pay future purchase price installments on its investments in
Local Limited Partnerships. These future payments are contingent upon the
achievement of certain criteria set forth in the Local Limited Partnership
Agreements and total approximately $240,000.
6
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain matters discussed herein constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The Fund
intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements and is including this statement for
purposes of complying with these safe harbor provisions. Although the Fund
believes the forward-looking statements are based on reasonable assumptions, the
Fund can give no assurance that their expectations will be attained. Actual
results and timing of certain events could differ materially from those
projected in or contemplated by the forward-looking statements due to a number
of factors, including, without limitation, general economic and real estate
conditions and interest rates.
Liquidity and Capital Resources
At December 31, 1999, the Fund had cash and cash equivalents of $231,875 as
compared with $87,134 at March 31, 1999. The increase is primarily attributable
to proceeds from sales and maturities of marketable securities, cash
distributions received from Local Limited Partnerships and cash provided by
operations. These increases are partially offset by purchases of marketable
securities.
Under the terms of the Partnership Agreement, the Fund initially designated 4%
of the Adjusted Gross Proceeds (which generally means Gross Proceeds minus the
amounts committed to the acquisition of Treasury STRIPS) from the sale of Units
as a reserve for working capital of the Fund and contingencies related to the
ownership of Local Limited Partnership interests. The Managing General Partner
may increase or decrease such Reserves, as defined in the Partnership Agreement,
from time to time as it deems appropriate. Funds totaling approximately $356,000
have been withdrawn from the Reserve account to pay legal and other fees
relating to various property issues. At December 31, 1999, approximately
$1,148,000 of cash, cash equivalents and marketable securities has been
designated as Reserves. Management believes that the investment income earned on
the Reserves, along with cash distributions received from Local Limited
Partnerships, to the extent available, will be sufficient to fund the Fund's
ongoing operations. Reserves may be used to fund operating deficits, if the
Managing General Partner deems funding appropriate. If Reserves are not adequate
to cover Fund operations, the Fund will seek other funding sources including,
but not limited to, the deferral of Asset Management Fees to an affiliate of the
General Partner or working with Local Limited Partnerships to increase cash
distributions.
At December 31, 1999, the Fund has committed to make future capital
contributions and pay future purchase price installments on its investments in
Local Limited Partnerships. These future payments are contingent upon the
achievement of certain criteria set forth in the Local Limited Partnership
Agreements and total approximately $240,000.
Since the Fund invests as a limited partner, the Fund has no contractual duty to
provide additional funds to Local Limited Partnerships beyond its specified
investment. Thus, at December 31, 1999, the Fund had no contractual or other
obligation to any Local Limited Partnership which had not been paid or provided
for, except as noted above. In the event a Local Limited Partnership encounters
operating difficulties requiring additional funds, the Fund might deem it in its
best interest to voluntarily provide such funds in order to protect its
investment. The Fund has advanced approximately $92,000 to Local Limited
Partnerships to fund operating deficits.
Cash Distributions
No cash distributions were made during the nine months ended December 31, 1999.
7
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Fund's result of operations for the three and nine months ended December 31,
1999 resulted in net losses of $425,620 and $1,263,074, respectively, as
compared to net losses of $281,993 and $1,136,930 for the same respective
periods in 1998. The increase in net loss for the three and nine months ended
December 31, 1999 is primarily attributable to an increase in equity in losses
of Local Limited Partnerships, offset by an increase in other revenue received
from a Local Limited Partnership.
Property Discussions
As previously reported, Bancroft Street Apartments, located in Toledo, Ohio,
continues to experience significant operating deficits due to occupancy issues
and deteriorating market conditions. Occupancy as of December 31, 1999 was 43%.
The management agent is trying to address these problems by enhancing tenant
screening and marketing efforts, as well as implementing on-site tenant social
programs. However, given the severity of the operating deficits, it is possible
that the Fund will not be able to retain its interest in the property through
2000. A foreclosure would result in recapture of tax credits for investors, the
allocation of taxable income to the Fund and loss of future benefits associated
with this property. The Managing General Partner and Local General Partner are
currently in negotiations with the lender. The Managing General Partner is
closely monitoring this property.
Occupancy for Broadway Tower, located in Revere, Massachusetts, has improved to
100% as of December 31, 1999. However, the property is still experiencing some
operating deficits. As previously reported, in 1997 the Local General Partner
successfully negotiated with the local housing authority for Section 8 rent
increases and has implemented plans to decrease expenses associated with tenant
turnover and maintenance contracts. The property is currently covering its
operating expenses and debt service with funds from operations and from funding
by the Local General Partner. The Managing General Partner continues to closely
monitor this property.
As previously reported, Metropolitan Apartments, located in Chicago, Illinois,
has been experiencing occupancy problems. In 1998, management revised its
marketing plan and implemented new leasing policies. Occupancy as of December
31, 1999 improved slightly from the previous quarter to 84%. However, the
property continues to operate at a deficit. It is possible that Fund Reserves
may be required to fund operating deficits. The Managing General Partner and
Local General Partner are working together to develop a plan to help mitigate
some of the deficits.
Primrose, located in Grand Forks, North Dakota, Phoenix Housing, located in
Moorhead, Minnesota, and Sycamore, located in Sioux Falls, South Dakota, which
have the same Local General Partner, have been performing satisfactorily.
However, affiliates of the Managing General Partner have been working with the
Local General Partner who has raised some concerns over the long-term financial
health of the properties. In 1997, in an effort to reduce possible future risk,
the Managing General Partner consummated the transfer of 50% of the
Partnership's interest in capital and profits in Primrose, Phoenix Housing and
Sycamore to an affiliate of the Local General Partner. Subsequently, effective
June 17, 1999, the Local General Partner transferred both its general partner
interest and transferred 48.5% of its interest in capital and profits in
Primrose, Phoenix Housing and Sycamore to a non-affiliated, non-profit general
partner. As a result of this transfer, the Managing General Partner has the
right to put the Fund's remaining interest to the new Local General Partner any
time after one year from the June 17, 1999 effective date. The Fund will retain
its full share of tax credits until such time as the remaining interest is put
to the Local General Partner. In addition, the Local General Partner has the
right to call the remaining interest after the tax credit period has expired.
Findley Place Apartments, located in Minneapolis, Minnesota has been
experiencing operating deficits due to significant capital needs. The Managing
General Partner, the Local General Partner and the new management agent are
working together to develop a plan that will address the occupancy issues,
capital needs and long-term strategy for this property. The Managing General
Partner is closely monitoring this property.
8
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K
(a)Exhibits - None
(b)Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended December 31, 1999.
9
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
SIGNATURE
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, thereunto duly authorized.
DATED: February 11, 2000 BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A LIMITED PARTNERSHIP
By: Arch Street VI, Inc.,
its Managing General Partner
/s/Randolph G. Hawthorne
Randolph G. Hawthorne
Managing Director, Vice President and
Chief Operating Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 231,875
<SECURITIES> 1,189,843
<RECEIVABLES> 000
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 16,489,023<F1>
<CURRENT-LIABILITIES> 000
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 15,137,791
<TOTAL-LIABILITY-AND-EQUITY> 16,489,023<F2>
<SALES> 000
<TOTAL-REVENUES> 261,675<F3>
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 310,747<F4>
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> 000
<INCOME-TAX> 000
<INCOME-CONTINUING> 000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (1,263,074)<F5>
<EPS-BASIC> (36.27)
<EPS-DILUTED> 000
<FN>
<F1>Included in Total Assets is Other assets $16,140, Investments in Local
Limited Partnerships $13,410,621 and Other investments $1,640,544. <F2>Included
in Total Liability and Equity is Accounts payable to affiliates $1,327,607 and
Accounts payable and accrued expenses $23,625. <F3>Included in Total Revenues is
Investment $53,716, Accretion of Original Issue Discount $92,919 and Other
$115,040. <F4>Included in Other Expenses is Asset Management fees $122,499,
General and Administrative $136,604, Bad debt $30,000 and Amortization $21,644.
<F5>Net Loss reflects: Equity in losses of Local Limited Partnerships
$1,214,002. </FN>
</TABLE>
