November 14, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Boston Financial Tax Credit Fund VIII, A Limited Partnership Report on Form 10-QSB for the Quarter Ended September 30, 2001 File Number 0-26522 Dear Sir/Madam: 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 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, 2001 ------------------------------------------------- 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 0-26522 ------- Boston Financial Tax Credit Fund VIII, A 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 . BOSTON FINANCIAL TAX CREDIT FUND VIII (A Limited Partnership) TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page No. - ------------------------------ -------- Item 1. Financial Statements Balance Sheet (Unaudited) - September 30, 2001 1 Statements of Operations (Unaudited) - For the Three and Six Months Ended September 30, 2001 and 2000 2 Statement of Changes in Partners' Equity (Deficiency) (Unaudited) - For the Six Months Ended September 30, 2001 3 Statements of Cash Flows (Unaudited) - For the Six Months Ended September 30, 2001 and 2000 4 Notes to the 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 BOSTON FINANCIAL TAX CREDIT FUND VIII (A Limited Partnership) BALANCE SHEET September 30, 2001 (Unaudited) Assets Cash and cash equivalents $ 124,984 Investments in Local Limited Partnerships, net (Note 1) 17,975,188 Marketable securities, at fair value 898,109 Other assets 9,319 ------------- Total Assets $ 19,007,600 ============= Liabilities and Partners' Equity Accounts payable to affiliate $ 580,867 Accrued expenses 28,450 ------------- Total Liabilities 609,317 ------------- General, Initial and Investor Limited Partners' Equity 18,368,473 Net unrealized gains on marketable securities 29,810 ------------- Partners' Equity 18,398,283 -------------- Total Liabilities and Partners' Equity $ 19,007,600 ============= The accompanying notes are an integral part of these financial statements. BOSTON FINANCIAL TAX CREDIT FUND VIII (A Limited Partnership) STATEMENTS OF OPERATIONS For the Three and Six Months Ended September 30, 2001 and 2000 (Unaudited) Three Months Ended Six Months Ended September 30, September 30, September 30, September 30, 2001 2000 2001 2000 ------------- ------------- -------------- --------------- Revenue: Investment $ 15,689 $ 25,662 $ 37,391 $ 49,430 Other 300 195 850 980 ------------- ------------- -------------- --------------- Total Revenue 15,989 25,857 38,241 50,410 ------------- ------------- -------------- --------------- Expenses: Asset management fees, affiliate 54,446 52,679 108,892 105,358 General and administrative expenses (includes reimbursements to affiliates in the amounts of $22,408 and $36,901 in 2001 and 2000, respectively) 22,383 39,855 55,612 81,652 Amortization 7,486 7,486 14,972 14,972 Provision for valuation of investment in Local Limited Partnership 240,252 - 483,103 - ------------- ------------- -------------- --------------- Total Expenses 324,567 100,020 662,579 201,982 ------------- ------------- -------------- --------------- Loss before equity in losses of Local Limited Partnerships (308,578) (74,163) (624,338) (151,572) Equity in losses of Local Limited Partnerships (Note 1) (767,869) (477,316) (1,232,561) (951,980) ------------- ------------- -------------- --------------- Net Loss $ (1,076,447) $ (551,479) $ (1,856,899) $ (1,103,552) ============= ============= ============== =========== Net Loss allocated To General Partner $ (10,765) $ (5,515) $ (18,569) $ (11,036) To Limited Partners (1,065,682) (545,964) (1,838,330) (1,092,516) ------------- ------------- -------------- --------------- $ (1,076,447) $ (551,479) $ (1,856,899) $ 1,103,552 ============= ============= ============== =============== Net Loss per Limited Partnership Unit (36,497 Units) $ (29.20) $ (14.95) $ (50.37) $ (29.93) ============= ============= ============== =============== The accompanying notes are an integral part of these financial statements. BOSTON FINANCIAL TAX CREDIT FUND VIII (A Limited Partnership) STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY) For the Six Months Ended September 30, 2001 (Unaudited) Initial Investor Net General Limited Limited Unrealized Partner Partner Partners Gains Total ----------- --------- -------------- ----------- ------------ Balance at March 31, 2001 $ (114,094) $ 100 $ 20,339,366 $ 22,705 $ 20,248,077 ----------- --------- -------------- ----------- ------------- Comprehensive Income (Loss): Change in net unrealized gains on marketable securities available for sale - - - 7,105 7,105 Net Loss (18,569) - (1,838,330) - (1,856,899) ----------- --------- -------------- ----------- ------------- Comprehensive Income (Loss) (18,569) - (1,838,330) 7,105 (1,849,794) ----------- --------- -------------- ----------- ------------- Balance at September 30, 2001 $ (132,663) $ 100 $ 18,501,036 $ 29,810 $ 18,398,283 =========== ========= ============== =========== ============= The accompanying notes are an integral part of these financial statements. BOSTON FINANCIAL TAX CREDIT FUND VIII (A Limited Partnership) STATEMENTS OF CASH FLOWS For the Six Months Ended September 30, 2001 and 2000 (Unaudited) 2001 2000 ------------- ------------- Net cash provided by (used for) operating activities $ (63,026) $ 10,077 Net cash provided by (used for) investing activities 107,432 (47,014) ------------- ------------- Net increase (decrease) in cash and cash equivalents 44,406 (36,937) Cash and cash equivalents, beginning of period 80,578 188,645 ------------- ------------- Cash and cash equivalents, end of period $ 124,984 $ 151,708 ============= ============= The accompanying notes are an integral part of these financial statements. 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 accounting principles generally accepted in the United States. These statements should be read in conjunction with the financial statements and notes thereto included with the Fund's Form10-KSB for the year ended March 31, 2001. 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 of the Fund has elected to report results of the Local Limited Partnerships in which the Fund has a limited partnership interest on a 90 day lag basis because the Local Limited Partnerships report their results on a calendar year basis. Accordingly, the financial information about the Local Limited Partnerships that is included in the accompanying financial statements is as of June 30, 2001 and 2000. 1. Investments in Local Limited Partnerships The Fund uses the equity method to account for its limited partner interests in ten Local Limited Partnerships which own and operate multi-family housing complexes. Upon dissolution of the Local Limited Partnerships, proceeds will be distributed according to the partnership agreements. The following is a summary of investments in Local Limited Partnerships at September 30, 2001: Capital contributions and advances paid to Local Limited Partnerships $ 29,925,873 Cumulative equity in losses of Local Limited Partnerships (11,580,122) Cumulative cash distributions received from Local Limited Partnerships (571,812) ------------- Investments in Local Limited Partnerships before adjustments 17,773,939 Excess of investment costs over the underlying net assets acquired: Acquisition fees and expenses 1,048,010 Accumulated amortization of acquisition fees and expenses (185,747) ------------- Investments in Local Limited Partnerships prior to reserve for valuation 18,636,202 Reserve for valuation of investments in Local Limited Partnerships (661,014) ------------- Investments in Local Limited Partnerships $ 17,975,188 ============= The Fund has provided a reserve for valuation for its investments in certain Local Limited Partnerships because there is evidence of non-temporary declines in the recoverable amount of these investments. For the six months ended September 20, 2001, the Fund advanced $483,103 to certain Local Limited Partnerships to fund operating shortfalls, all of which was reserved. The Fund's share of net losses of the Local Limited Partnerships for the six months ended September 30, 2001 is $1,232,561. 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 its 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 September 30, 2001, the Fund had cash and cash equivalents of $124,984, as compared to $80,578 at March 30, 2001. This increase is primarily attributable to proceeds from sales of marketable securities and cash distributions received from Local Limited Partnerships. This increase is partially offset by advances paid to Local Limited Partnerships to fund property operations. At September 30, 2001, approximately $423,000 of cash, cash equivalents and marketable securities has been designated as Reserves. The Reserves are established to be used for working capital of the Fund and contingencies related to the ownership of Local Limited Partnership interests. The Managing General Partner 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 of the Local Limited Partnerships 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, 2001, 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. As of September 30, 2001, the Fund advanced approximately $661,000 to Local Limited Partnerships to fund operating deficits. Cash Distributions No cash distributions were made during the six months ended September 30, 2001. Results of Operations Three Month Period For the three months ended September 30, 2001, the Fund's operations resulted in a net loss of $1,076,447, as compared to $551,479 for the three months ended September 30, 2000. The increase in net loss is primarily attributable to an increase in provision for valuation of investments in Local Limited Partnerships and an increase in equity in losses of Local Limited Partnerships. The increase to equity in losses of Local Limited Partnerships for the three months ended September 30, 2001 is primarily attributable to an increase in operating expenses for certain Local Limited Partnerships. BOSTON FINANCIAL TAX CREDIT FUND VIII (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Results of Operations (continued) - -------------------------------- Six Month Period For the six months ended September 30, 2001, the Fund's operations resulted in a net loss of $1,856,899, as compared to $1,103,552 for the six months ended September 30, 2000. The increase in net loss is primarily attributable to an increase in provision for valuation of investments in Local Limited Partnerships and an increase in equity in losses of Local Limited Partnerships. The increase to equity in losses of Local Limited Partnerships for the six months ended September 30, 2001 is primarily attributable to an increase in operating expenses for certain Local Limited Partnerships. Property Discussions The Fund's investment portfolio consists of limited partnership interests in 10 Local Limited Partnerships, each of which own and operate a multi-family apartment complex. A majority of the Properties have stabilized operations and operate above break-even. A few Properties generate cash flow deficits that the Local General Partners of those Properties fund through project expenses loans, subordinated loans or operating escrows. However, some properties have persistent operating difficulties that could either: i) have an adverse impact on the Fund's liquidity; ii) result in their foreclosure or iii) result in the Managing General Partner deeming it appropriate for the Fund to dispose of its interest in the Local Limited Partnership. Also, the Managing General Partner, in the normal course of the Fund's business, may desire to dispose certain Local Limited Partnerships. The following Property discussion focuses only on such Properties. Live Oaks Plantation, located in West Palm Beach, Florida, has historically generated operating deficits due to difficulty in attracting and maintaining quality tenants. In addition, the Property's curb appeal has diminished due to the deferral of certain maintenance and repair projects. During October 2000, the Local General Partner indicated a desire to transfer its interest in the Local Limited Partnership to a replacement Local General Partner. The Managing General Partner believes that it would be in the best interests of the Property to replace the Local General Partner. Accordingly, the Managing General Partner has been working with the Local General Partner to identify an acceptable replacement. In conjunction with the potential transfer, the Local General Partner agreed to replace his affiliated on-site management company, and in February 2001, a new on-site management company began managing Property operations. The new management company has taken steps to improve property operations. It is possible that the Fund may advance a material amount of Reserves to the Local Limited Partnership to fund capital improvements and deferred maintenance expenses. Further, Live Oaks Plantation is undergoing an audit by the Internal Revenue Service ("IRS"). The audit's focus is on the tax treatment of certain items, such as land improvements, impact fees, utility fees and developer fees. The Managing General Partner believe that the IRS wants to allocate some, or all, of these costs to land rather than to the buildings. Since land cannot be included in eligible basis and is not depreciable, tax credits and losses may be at risk. As a result of the IRS audit, negotiations to replace the Local General Partner have been delayed. The Fund has implemented policies and practices for assessing potential impairment of its investments in Local Limited Partnerships. The investments are analyzed by real estate experts to determine if impairment indicators exist. If so, the carrying value is compared to the undiscounted future cash flows expected to be derived from the asset. If a significant impairment in carrying value exists, a provision to write down the asset to fair value will be recorded in the Fund's financial statements. 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, 2001. 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 14, 2001 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP By: Arch Street VIII Limited Partnership, its General Partner /s/Jenny Netzer ------------------------------------ Jenny Netzer Principal, Head of Housing and Community Investment