November 12, 1999
Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Boston Financial Tax Credit Fund VIII, A Limited Partnership
Report on Form 10-QSB for Quarter Ended September 30, 1999
File Number 0-26522
Gentlemen:
Pursuant to the requirements of Section 15(d) of the Securities
Exchange Act of 1934, filed herewith is a copy of subject report.
Very truly yours,
/s/Stephen Guilmette
Stephen Guilmette
Assistant Controller
TC8-Q2.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 September 30, 1999
--------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
For Quarter Ended September 30, 1999 Commission file number 0-26522
------------------- ---------
Boston Financial Tax Credit Fund VIII, Limited Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 04-3205879
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 VIII
(A Limited Partnership)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
PART I. FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Balance Sheet - September 30, 1999 (Unaudited) 1
Statements of Operations (Unaudited) - For the Three and Six
Months Ended September 30, 1999 and 1998 2
Statement of Changes in Partners' Equity (Deficiency) (Unaudited) -
For the Six Months Ended September 30, 1999 3
Statements of Cash Flows (Unaudited) - For the Six
Months Ended September 30, 1999 and 1998 4
Notes to Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II - OTHER INFORMATION
Items 1-6 8
SIGNATURE 9
</TABLE>
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND VIII
(A Limited Partnership)
BALANCE SHEET
September 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
Assets
<S> <C>
Cash and cash equivalents $ 57,593
Investments in Local Limited Partnerships (Note 1) 22,011,844
Marketable securities, at fair value 1,574,439
Other assets 18,047
-------------
Total Assets $ 23,661,923
=============
Liabilities and Partners' Equity
Liabilities
Accounts payable to affiliate $ 345,760
Accrued expenses 27,297
-------------
Total Liabilities 373,057
General, Initial and Investor Limited Partners' Equity 23,302,207
Net unrealized losses on marketable securities (13,341)
-------------
Total Partners' Equity 23,288,866
-------------
Total Liabilities and Partners' Equity $ 23,661,923
=============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND VIII
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three and Six Months Ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
------------- ------------- -------------- ---------------
Revenue:
<S> <C> <C> <C> <C>
Investment $ 21,534 $ 25,109 $ 44,273 $ 48,317
Other 350 700 1,150 1,450
------------ ------------ ------------- -------------
Total Revenue 21,884 25,809 45,423 49,767
------------ ------------ ------------- -------------
Expenses:
Asset management fees,
related party 51,555 50,765 103,110 101,530
General and administrative
expenses (includes
reimbursements to affiliates
in the amounts of $36,901
and $36,305 in 1999 and
1998, respectively) 31,358 15,063 67,044 57,877
Amortization 7,485 9,986 14,971 19,972
------------ ------------ ------------- -------------
Total Expenses 90,398 75,814 185,125 179,379
------------ ------------ ------------- -------------
Loss before equity in losses
of Local Limited Partnerships (68,514) (50,005) (139,702) (129,612)
Equity in losses of Local
Limited Partnerships (Note 1) (563,373) (490,504) (1,049,627) (930,339)
------------ ------------ ------------- -------------
Net Loss $ (631,887) $ (540,509) $ (1,189,329) $ (1,059,951)
============ ============ ============= =============
Net Loss allocated
To General Partner $ (6,319) $ (5,406) $ (11,893) $ (10,600)
To Limited Partners (625,568) (535,103) (1,177,436) (1,049,351)
------------ ------------ ------------- -------------
$ (631,887) $ (540,509) $ (1,189,329) $ (1,059,951)
============ ============ ============= =============
Net Loss per Limited
Partnership Unit (36,497 Units) $ (17.14) $ (14.66) $ (32.26) $ (28.75)
============ ============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND VIII
(A Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
(Unaudited)
For the Six Months Ended September 30, 1999
<TABLE>
<CAPTION>
Net
Initial Investor Unrealized
General Limited Limited Gains
Partner Partner Partners (Losses) Total
Balance at
<S> <C> <C> <C> <C> <C>
March 31, 1999 $ (71,432) $ 100 $ 24,562,868 $ 1,053 $ 24,492,589
------------- ----------- ------------- ---------- -------------
Comprehensive Loss:
Net change in net unrealized
gains on marketable securities
available for sale - - - (14,394) (14,394)
Net Loss (11,893) - (1,177,436) - (1,189,329)
------------- ----------- ------------- ---------- -------------
Comprehensive Loss (11,893) - (1,177,436) (14,394) (1,203,723)
------------- ----------- ------------- ---------- -------------
Balance at
September 30, 1999 $ (83,325) $ 100 $ 23,385,432 $ (13,341) $ 23,288,866
============= =========== ============= ========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND VIII
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
Net cash used for operating activities $ (148,102) $ (21,772)
------------- -------------
Net cash provided by (used for) investing activities 25,665 (946)
------------- -------------
Net decrease in cash and cash equivalents (122,437) (22,718)
Cash and cash equivalents, beginning of period 180,030 213,966
------------- -------------
Cash and cash equivalents, end of period $ 57,593 $ 191,248
============= =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND VIII
(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 June 30, 1999 and 1998.
1. Investments in Local Limited Partnerships
The Fund has acquired limited partnership interests in ten Local Limited
Partnerships which own and operate multi-family housing complexes. The Fund, as
Investor Limited Partner, pursuant to the Local Limited Partnership Agreements,
has acquired a 99% interest in the profits, losses, tax credits and cash flows
from operations of the Local Limited Partnerships, with the exception of
Springwood, Hemlock Ridge, Pike Place and West End Place, in which the Fund's
interests are 79.20%, 77%, 90% and 90%, respectively. Another partnership
sponsored by an affiliate of the General Partner owns the remaining 19.80%
limited partnership interest in Springwood. Upon dissolution, proceeds will be
distributed according to the partnership agreements.
The following is a summary of Investments in Local Limited Partnerships as of
September 30, 1999:
<TABLE>
<CAPTION>
<S> <C>
Capital Contributions paid to Local Limited
Partnerships $ 29,264,859
Cumulative equity in losses of Local Limited Partnerships (7,844,406)
Cumulative cash distributions received from Local
Limited Partnerships (330,759)
Investment in Local Limited Partnerships before adjustment 21,089,694
Excess of investment cost over the underlying net assets acquired:
Acquisition fees and expenses 1,048,010
Accumulated amortization of acquisition fees and expenses (125,860)
-------------
Investment in Local Limited Partnerships $ 22,011,844
=============
</TABLE>
The Fund's share of net losses of the Local Limited Partnerships for the six
months ended September 30, 1999 totaled $1,049,627.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND VIII
(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, interest rates and unanticipated delays or expenses on the part of
the Fund and its suppliers in achieving year 2000 compliance.
Liquidity and Capital Resources
As of September 30, 1999, the Fund had cash and cash equivalents of $57,593 as
compared to $180,030 at March 31, 1999. This decrease is primarily attributable
to purchases of marketable securities in excess of proceeds from sales and
maturities of marketable securities and cash used for operations. These
decreases are partially offset by cash distributions received from Local Limited
Partnerships.
As of September 30, 1999, approximately $1,259,000 of marketable securities has
been designated as Reserves. The Reserves, as defined in the Partnership
Agreement, are established to be used for working capital of the Fund and
contingencies related to the ownership of Local Limited Partnership interests.
Management believes that the interest income earned on 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 General Partner deems funding appropriate.
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, as of September 30, 1999, the Fund had no contractual or other
obligation to any Local Limited Partnership, which had not been paid or provided
for.
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. No such
event has occurred to date.
Cash Distributions
No cash distributions were made during the period ended September 30, 1999. It
is expected that cash available for distribution, if any, will not be
significant in fiscal year 2000. As funds from temporary investments are paid to
Local Limited Partnerships, interest earnings on those funds decrease. In
addition, some of the properties benefit from some type of federal or state
subsidy, and as a consequence, are subject to restrictions on cash
distributions.
Results of Operations
For the six months ended September 30, 1999, the Fund's operations resulted in a
net loss of $1,189,329, as compared to $1,059,951 for the six months ended
September 30, 1998. The increase in net loss is primarily attributable to an
increase in equity in losses of Local Limited Partnerships due to a decrease in
rental income at some properties where occupancy has decreased.
Property Discussions
The majority of properties are operating at break-even or are generating cash
flow. Live Oaks Plantation, located in West Palm Beach, Florida, is experiencing
operating deficits due primarily to occupancy fluctuations. As of June 30, 1999,
occupancy was 75%, up from 67% in March. The fluctuations in occupancy are
primarily due to the majority of first-year leases expiring and management's
decision not to renew all the leases due to tenant collection problems. Further
compounding the problem is competition from new affordable housing complexes in
the area. Accordingly, management is developing a more aggressive marketing
strategy. The Managing General Partner will be working closely with the Local
General Partner and management agent to monitor operations.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND VIII
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Impact of Year 2000
The Managing General Partner's plan to resolve year 2000 issues involves the
following four phases: assessment, remediation, testing and implementation. To
date, the Managing General Partner has fully completed an assessment of all
information systems that may not be operative subsequent to 1999 and has begun
the remediation, testing and implementation phase on both hardware and software
systems. Because the hardware and software systems of both the Partnership and
Local Limited Partnerships are generally the responsibility of obligated third
parties, the plan primarily involves ongoing discussions with and obtaining
written assurances from these third parties that pertinent systems will be 2000
compliant. In addition, neither the Partnership nor the Local Limited
Partnerships are incurring significant additional costs since such expenses are
principally covered under service contracts with vendors. As of November 1999,
the General Partner is in the final stages of its Year 2000 remediation plan and
believes all major systems are compliant; any systems still being updated are
not considered significant to the Partnership's operations. However, despite the
likelihood that all significant year 2000 issues are expected to be resolved in
a timely manner, the Managing General Partner has no means of ensuring that all
systems of outside vendors or other entities that impact operations will be 2000
compliant. The Managing General Partner does not believe that the inability of
third parties to address their year 2000 issues in a timely manner will have a
material impact on the Partnership. However, the effect of non-compliance by
third parties is not readily determinable.
Management has also evaluated a worst case scenario projection with respect to
the year 2000 and expects any resulting disruption of either the Managing
General Partner's activities or any Local Limited Partnership's operations to be
short-term inconveniences. Such problems, however, are not likely to fully
impede the ability to carry out necessary duties of the Partnership. Moreover,
because expected problems under a worst case scenario are not extensively
detrimental, and because the likelihood that all systems affecting the
Partnership will be compliant before 2000, the Managing General Partner has
determined that a formal contingency plan that responds to material system
failures is not necessary.
Other Development
Lend Lease Real Estate Investments, Inc., ("Lend Lease") the U.S. subsidiary of
Lend Lease Corporation and the leading U.S. institutional real estate advisor,
as ranked by assets under management, announced on July 29, 1999 it had reached
a memorandum of understanding to acquire The Boston Financial Group Limited
Partnership ("Boston Financial"). Lend Lease closed the acquisition of Boston
Financial on November 3, 1999.
Headquartered in New York and Atlanta, Lend Lease Corporation has regional
offices in 12 cities nationwide. The company ranks as the leading U.S. manager
of tax-exempt assets invested in real estate. Lend Lease is a subsidiary of Lend
Lease Corporation, an international real estate and financial services group
listed on the Australian Stock Exchange. Worldwide, Lend Lease Corporation
operates from more than 30 cities on five continents: North America, Europe,
Asia, Australia and South America. In addition to real estate investments, the
Lend Lease Group operates in the areas of property development, project
management and construction, and capital services (infrastructure). Financial
services activities include funds management, life insurance, and wealth
protection.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND VIII
(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 September 30, 1999.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND VIII
(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: November 12, 1999 BOSTON FINANCIAL TAX CREDIT FUND VIII,
A LIMITED PARTNERSHIP
By: Arch Street VIII Limited Partnership,
its General Partner
/s/Randolph G. Hawthorne
Randolph G. Hawthorne
Managing Director, Vice President
and Chief Operating Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 57,593
<SECURITIES> 1,574,439
<RECEIVABLES> 000
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 23,661,923<F1>
<CURRENT-LIABILITIES> 000
<BONDS> 000
000
000
<COMMON> 000
<OTHER-SE> 23,288,866
<TOTAL-LIABILITY-AND-EQUITY> 23,661,923<F2>
<SALES> 000
<TOTAL-REVENUES> 45,423<F3>
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 185,125<F4>
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> 000
<INCOME-TAX> 000
<INCOME-CONTINUING> 000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (1,189,329)<F5>
<EPS-BASIC> (32.26)
<EPS-DILUTED> 000
<FN>
<F1>Total assets include Investments in Local Limited Partnerships of $22,011,844 and Other assets of $18,047.
<F2>Total liability and equity includes Accounts payable to affiliate of $345,760 and Accrued expenses of
$27,297.
<F3>Total revenue includes Investment of $44,273 and Other of $1,150.
<F4>Other Expenses include Asset Management fees, related party of $103,110, General and administrative of $67,044
and Amortization of $14,971.
<F5>Net loss includes Equity in losses of Local Limited Partnerships of $1,049,627.
</FN>
</TABLE>
