February 14, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Boston Financial Tax Credit Fund VIII, A Limited Partnership
Report on Form 10-QSB for the Quarter Ended December 31, 2002
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-Q3.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 December 31, 2002
-------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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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.
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Item 1. Financial Statements
Balance Sheet (Unaudited) - December 31, 2002 1
Statements of Operations (Unaudited) - For the Three and Nine
Months Ended December 31, 2002 and 2001 2
Statement of Changes in Partners' Equity (Deficiency) (Unaudited) -
For the Nine Months Ended December 31, 2002 3
Statements of Cash Flows (Unaudited) - For the Nine
Months Ended December 31, 2002 and 2001 4
Notes to the Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Item 3. Controls and Procedures 9
PART II - OTHER INFORMATION
Items 1-6 10
SIGNATURE 11
CERTIFICATIONS 12
BOSTON FINANCIAL TAX CREDIT FUND VIII
(A Limited Partnership)
BALANCE SHEET
December 31, 2002
(Unaudited)
Assets
Cash and cash equivalents $ 187,502
Marketable securities, at fair value 140,528
Investments in Local Limited Partnerships (Note 1) 14,829,417
Other assets 579
-------------
Total Assets $ 15,158,026
=============
Liabilities and Partners' Equity
Accounts payable to affiliates $ 501,450
Accrued expenses 35,310
-------------
Total Liabilities 536,760
-------------
General, Initial and Investor Limited Partners' Equity 14,615,975
Net unrealized gains on marketable securities 5,291
-------------
Total Partners' Equity 14,621,266
-------------
Total Liabilities and Partners' Equity $ 15,158,026
=============
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 Nine Months Ended December 31, 2002 and 2001
(Unaudited)
Three Months Ended Nine Months Ended
December 31, December 31, December 31, December 31,
2002 2001 2002 2001
--------------- ------------- -------------- ---------------
Revenue:
Investment $ 2,978 $ 13,853 $ 23,515 $ 51,244
Other - 100 1,360 950
---------------- ------------- -------------- ---------------
Total Revenue 2,978 13,953 24,875 52,194
---------------- ------------- -------------- ---------------
Expenses:
Asset management fees, affiliates 55,317 54,446 165,951 163,338
General and administrative (includes
reimbursements to an affiliate in the
amounts of $40,046 and $30,244
in 2002 and 2001, respectively) 29,995 48,059 106,108 103,671
Provision for valuation of advances
to Local Limited Partnerships - 231,368 - 714,471
Amortization 7,486 7,486 22,458 22,458
---------------- ------------- -------------- ---------------
Total Expenses 92,798 341,359 294,517 1,003,938
---------------- ------------- -------------- ---------------
Loss before equity in losses of
Local Limited Partnerships (89,820) (327,406) (269,642) (951,744)
Equity in losses of Local
Limited Partnerships (Note 1) (744,484) (247,138) (1,701,016) (1,479,699)
---------------- ------------- -------------- ---------------
Net Loss $ (834,304) $ (574,544) $ (1,970,658) $ (2,431,443)
================= ============= ============== ===============
Net Loss allocated
General Partner $ (8,343) $ (5,745) $ (19,707) $ (24,314)
Limited Partners (825,961) (568,799) (1,950,951) (2,407,129)
---------------- ------------- -------------- ---------------
$ (834,304) $ (574,544) $ (1,970,658) $ (2,431,443)
================= ============= ============== ===============
Net Loss per Limited
Partner Unit (36,497 Units) $ (22.63) $ (15.58) $ (53.45) $ (65.95)
================ ============= ============= ===============
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 Nine Months Ended December 31, 2002
(Unaudited)
Initial Investor Net
General Limited Limited Unrealized
Partner Partner Partners Gains Total
----------- --------- -------------- ----------- ------------
Balance at March 31, 2002 $ (150,481) $ 100 $ 16,737,014 $ 14,109 $ 16,600,742
----------- --------- -------------- ----------- -------------
Comprehensive Loss:
Change in net unrealized gains
on marketable securities
available for sale - - - (8,818) (8,818)
Net Loss (19,707) - (1,950,951) - (1,970,658)
----------- --------- -------------- ----------- -------------
Comprehensive Loss (19,707) - (1,950,951) (8,818) (1,979,476)
----------- --------- -------------- ----------- -------------
Balance at December 31, 2002 $ (170,188) $ 100 $ 14,786,063 $ 5,291 $ 14,621,266
=========== ========= ============== =========== =============
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 Nine Months Ended December 31, 2002 and 2001
(Unaudited)
2002 2001
------------- -------------
Net cash used for operating activities $ (413,005) $ (128,628)
Net cash provided by investing activities 542,937 134,859
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Net increase in cash and cash equivalents 129,932 6,231
Cash and cash equivalents, beginning of period 57,570 80,578
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Cash and cash equivalents, end of period $ 187,502 $ 86,809
============= =============
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 of America. These statements should be read in
conjunction with the financial statements and notes thereto included with the
Fund's Form 10-KSB for the year ended March 31, 2002. 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 September 30, 2002 and 2001.
1. Investments in Local Limited Partnerships
The Fund has limited partnership interests in ten Local Limited Partnerships
which were organized for the purpose of owning and operating multi-family
housing complexes, all of which are government-assisted. Upon dissolution of the
Local Limited Partnerships, proceeds will be distributed according to the
respective Local Limited Partnership agreements.
The following is a summary of investments in Local Limited Partnerships at
December 31, 2002:
Capital contributions and advances paid to Local Limited Partnerships $ 30,400,092
Cumulative equity in losses of Local Limited Partnerships (14,423,620)
Cumulative cash distributions received from Local Limited Partnerships (836,655)
--------------
Investments in Local Limited Partnerships before adjustments 15,139,817
Excess of investment costs over the underlying net assets acquired:
Acquisition fees and expenses 1,048,010
Accumulated amortization of acquisition fees and expenses (223,177)
-------------
Investments in Local Limited Partnerships prior to reserve for valuation 15,964,650
Reserve for valuation of investments in Local Limited Partnerships (1,135,233)
-------------
Investments in Local Limited Partnerships $ 14,829,417
=============
The Fund has recorded 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.
The Fund's share of net losses of the Local Limited Partnerships for the nine
months ended December 31, 2002 is $1,701,016.
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.
Accounting Polices
The Fund's accounting polices include those that relate to its recognition of
investments in Local Limited Partnerships using the equity method of accounting.
The Fund's policy is as follows:
The Fund accounts for its investments in Local Limited Partnerships using the
equity method of accounting because the Fund does not have control of the major
operating and financial policies of the Local Limited Partnerships in which it
invests. Under the equity method, the investment is carried at cost, adjusted
for the Fund's share of net income or loss and for cash distributions from the
Local Limited Partnerships; equity in income or loss of the Local Limited
Partnerships is included currently in the Fund's operations. Under the equity
method, a Local Limited Partnership investment will not be carried below zero.
To the extent that equity in losses are incurred when the Fund's carrying value
of the respective Local Limited Partnership has been reduced to a zero balance,
the losses will be suspended and offset against future income. Income from Fund
investments where cumulative equity in losses plus cumulative distributions have
exceeded the total investment in Local Limited Partnerships will not be recorded
until all of the related unrecorded losses have been offset. To the extent that
a Local Limited Partnership with a carrying value of zero distributes cash to
the Fund, that distribution is recorded as income on the books of the Fund and
is included in "Other Revenue" in the accompanying financial statements.
Liquidity and Capital Resources
At December 31, 2002, the Fund had cash and cash equivalents of $187,502, as
compared to $57,570 at March 31, 2002. This increase is primarily attributable
to cash distributions received from Local Limited Partnerships and proceeds from
sales and maturities of marketable securities. These increases were partially
offset by cash used for operations.
The Managing General Partner initially designated 5% of the Gross Proceeds as
Reserves, as defined in the Partnership Agreement. The Reserves were 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
may increase or decrease such Reserves from time to time, as it deems
appropriate. At December 31, 2002, on a cash basis, approximately $328,000 of
cash, cash equivalents and marketable securities has been designated as
Reserves. As of December 31, 2002, net claims against these Reserves total
approximately $536,000, making Reserves available after claims $0.
To date, professional fees relating to various Property issues totaling
approximately $39,000 have been paid from Reserves. In the event a Local Limited
Partnership encounters operating difficulties requiring additional funds, the
Fund's management might deem it in its best interest to voluntarily provide such
funds in order to protect its investment. As of December 31, 2002, the Fund has
advanced approximately $1,135,000 to Local Limited Partnerships to fund
operating deficits.
BOSTON FINANCIAL TAX CREDIT FUND VIII
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Liquidity and Capital Resources (continued)
- ------------------------------------------
The Managing General Partner 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 Partnership operating deficits,
if the Managing General Partner deems funding appropriate. To date, the Fund has
used approximately $323,000 of Reserves to fund operations. If Reserves are not
adequate to cover the Fund's operations, the Fund will seek other financing
sources including, but not limited to, the deferral of Asset Management Fees
paid to an affiliate of the Managing General Partner or working with Local
Limited Partnerships to increase cash distributions.
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 December 31, 2002, the Fund had no contractual or other
obligation to any Local Limited Partnership which had not been paid or provided
for.
Cash Distributions
No cash distributions were made during the nine months ended December 31, 2002.
Results of Operations
Three Month Period
For the three months ended December 31, 2002, the Fund's operations resulted in
a net loss of $834,304, as compared to a net loss of $574,544 for the three
months ended December 31, 2001. The increase in net loss is primarily
attributable to an increase in equity in losses of Local Limited Partnerships
partially offset by a decrease in provision for valuation of investments in
Local Limited Partnerships due to advances made in the prior year to certain
properties that required operating funds.
Nine Month Period
For the nine months ended December 31, 2002, the Fund's operations resulted in a
net loss of $1,970,658, as compared to $2,431,443 for the nine months ended
December 31, 2001. The decrease in net loss is primarily attributable to a
decrease in provision for valuation of investments in Local Limited Partnerships
due to advances made in the prior year to certain properties that required
operating funds partially offset by an increase in equity in losses of Local
Limited Partnerships.
Property Discussions
The Fund's investment portfolio consists of limited partnership interests in ten
Local Limited Partnerships, each of which owns and operates 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 of certain
Local Limited Partnerships. The following Property discussion focuses only on
such Properties.
BOSTON FINANCIAL TAX CREDIT FUND VIII
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Property Discussions (continued)
- -------------------------------
Live Oaks Plantation has historically generated operating deficits due to
difficulty in attracting and maintaining quality tenants. In addition, the
Property's curb appeal had diminished due to the deferral of certain maintenance
and repair projects. During the fourth quarter of 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 Fund has also
advanced a significant amount of Reserves to the Local Limited Partnership to
fund capital improvements and deferred maintenance expenses. As a result of the
change in site management and the capital improvements made to the Property, the
Property's operations have improved significantly. Occupancy during 2002
remained strong and is now stable. Management increases rents when possible to
generate additional cash flow to cover expenses. Beginning in April 2002, the
Property generated sufficient cash from operations to cover the monthly debt
service. Management anticipates that available cash from operations will be
sufficient to continue to fund the monthly debt service.
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. In April 2002,
the Florida office of the IRS issued their report indicating an eligible basis
reduction of approximately $1,000,000, which would reduce the amount of tax
credits and losses generated by the Property. The local General Partner filed an
appeal of the report to the Washington, DC IRS office. Based on conversations
with the law firm handling the appeal, the Managing General Partner believes
that the appeal will be successful and that the final IRS report will not reduce
the LIHTC eligible basis by more than $100,000.
The Fund has implemented policies and practices for assessing potential
impairment of its investments in Local Limited Partnerships. Real estate experts
analyze the investments 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)
CONTROLS AND PROCEDURES
Controls and Procedures
Based on the Fund's evaluation within 90 days prior to filing this Form 10-QSB,
the Fund's director has concluded that the Fund's disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the reports that the Fund files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.
There have been no significant changes in the Fund's internal controls or in
other factors that could significantly affect those controls subsequent to the
date of their evaluation.
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
99.1 Certification of Jenny Netzer pursuant to
section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended December 31, 2002.
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: February 14, 2003 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
BOSTON FINANCIAL TAX CREDIT FUND VIII
(A Limited Partnership)
I, Jenny Netzer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Boston Financial Tax
Credit Fund VIII:
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalents functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses
in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 14, 2003 /s/Jenny Netzer
-----------------------------------
Jenny Netzer
Principal, Head of Housing and
Community Investment
BOSTON FINANCIAL TAX CREDIT FUND VIII
(A Limited Partnership)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Boston Financial Tax Credit Fund VIII
(the "Fund") on Form 10-QSB for the period ending December 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned, the Principal, hereby certifies pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
1. the Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Fund.
/s/Jenny Netzer
------------------------
Jenny Netzer
Principal, Head of Housing and
Community Investment
Date: February 14, 2003