August 13, 1997 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-Q for Quarter Ended June 30, 1997 File No. 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/Veronica J. Curioso Veronica J. Curioso Assistant Controller TC8-Q1.DOC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 --------------------- 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 June 30, 1997 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 Sheets - June 30, 1997 (Unaudited) and March 31, 1997 1 Statements of Operations (Unaudited) - For the Three Months Ended June 30, 1997 and 1996 2 Statement of Changes in Partners' Equity (Deficiency) (Unaudited) - For the Three Months Ended June 30, 1997 3 Statements of Cash Flows (Unaudited) - For the Three Months Ended June 30, 1997 and 1996 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 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP BALANCE SHEETS June 30, March 31, 1997 1997 (Unaudited) Assets Cash and cash equivalents $ 330,437 $ 273,412 Investments in Local Limited Partnerships (Note 1) 26,273,333 26,813,245 Restricted cash 509,093 503,031 Marketable securities, at fair value 1,388,157 1,442,676 Organization costs, net of accumulated amortization of $33,333 and $30,833, respectively 16,667 19,167 Other assets 31,617 26,727 ------------ ------------ Total Assets $ 28,549,304 $ 29,078,258 ============ ============ Liabilities and Partners' Equity Accounts payable to affiliate $ 168,861 $ 128,791 Accrued expenses 34,981 38,729 ------------ ------------ Total Liabilities 203,842 167,520 ------------ ------------ Commitments General, Initial and Investor Limited Partners' Equity 28,356,008 28,927,578 Net unrealized losses on marketable securities (10,546) (16,840) ------------ ------------ Total Partners' Equity 28,345,462 28,910,738 ------------ ------------ Total Liabilities and Partners' Equity $ 28,549,304 $ 29,078,258 ============ ============ The accompanying notes are an integral part of these financial statements. BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended June 30, 1997 and 1996 1997 1996 --------------- --------- Revenue: Investment $ 26,319 $ 1,886 Other 725 16,734 ---------- --------- Total Revenue 27,044 18,620 ---------- --------- Expenses: Asset management fees, related party 49,609 48,071 General and administrative (includes reimbursements to an affiliate in the amounts of $29,402 and $31,685 in 1997 and 1996, respectively) 46,904 70,091 Amortization 9,984 9,987 ---------- --------- Total Expenses 106,497 128,149 ---------- --------- Loss before equity in losses of Local Limited Partnerships (79,453) (109,529) Equity in losses of Local Limited Partnerships (492,117) (174,210) ---------- --------- Net Loss $ (571,570) $(283,739) ========== ========= Net Loss allocated: To General Partners $ (5,716) $ (2,837) To Limited Partners (565,854) (280,902) ----------- --------- $ (571,570) $(283,739) ========== ========= Net Loss per Limited Partnership Unit (36,497 Units) $ (15.50) $ (7.70) ========= ========== 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) (Unaudited) For the Three Months Ended June 30, 1997 Initial Investor Net General Limited Limited Unrealized Partners Partners Partners Losses Total Balance at March 31, 1997 $(27,071) $ 100 $ 28,954,549 $(16,840) $ 28,910,738 Net change in unrealized losses on marketable securities available for sale - - - 6,294 6,294 Net Loss (5,716) - (565,854) - (571,570) -------- -------- ------------- --------- ------------- Balance at June 30, 1997 $(32,787) $ 100 $ 28,388,695 $ (10,546) $ 28,345,462 ======== ======== ============= ========= ============= The accompanying notes are an integral part of these financial statements. BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended June 30, 1997 and 1996 1997 1996 -------------- ---------- Net cash used for operating activities $ (38,185) $ (64,003) ------------- ------------ Cash flows from investing activities: Investment in Local Limited Partnerships - (2,422,771) Restricted cash (6,062) 885,163 Cash distributions received from Local Limited Partnerships 40,311 4,409 Purchases of marketable securities (99,875) (3,424,134) Proceeds from sales and maturities of marketable securities 160,836 5,051,646 ------------ ------------ Net cash provided by investing activities 95,210 94,313 ------------ ------------ Net increase in cash and cash equivalents 57,025 30,310 Cash and cash equivalents, beginning of period 273,412 71,715 ------------ ------------ Cash and cash equivalents, end of period $ 330,437 $ 102,025 ============ ============ 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-Q 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 10-K for the year ended March 31, 1997. 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. 1. Investments in Local Limited Partnerships The Fund has acquired an interest 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 generally 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, which are 79.20%, 77%, 90% and 90%, respectively. Another partnership sponsored by an affiliate of the General Partner owns the remaining 19.80% Limited Partner 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 at June 30, 1997: Capital Contributions paid to Local Limited Partnerships $ 28,813,499 Cumulative equity in losses of Local Limited Partnerships (3,457,381) Cumulative cash distributions received from Local Limited Partnerships (72,309) --------- Investment in Local Limited Partnerships before adjustment 25,283,809 Excess of investment cost over the underlying net assets acquired: Acquisition fees and expenses 1,048,010 Accumulated amortization of acquisition fees and expenses (58,486) ------------- Investment in Local Limited Partnerships $ 26,273,333 ============= The Partnership's share of net losses of the Local Limited Partnerships for the three months ended June 30, 1997 is $492,117. BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources At June 30, 1997, the Fund had cash and cash equivalents of $330,437 as compared to $273,412 at March 31, 1997. This increase is primarily attributable to proceeds from the sale of marketable securities and cash distributions received from Local Limited Partnerships, offset by purchase of marketable securities and net cash used for operations. The Fund also has restricted cash of $509,093 at June 30, 1997. These funds represent escrowed funds to be applied to future capital contributions to be made to one of the Local Limited Partnerships in which the Fund has invested. The funds are scheduled to be released on July 31, 1997. As of June 30, 1997, approximately $1,515,000 of cash 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. 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 Managing General Partner deems funding appropriate. At June 30, 1997, 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 as set forth in the Local Limited Partnership Agreement and total approximately $457,000. 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, as of June 30, 1997, the Fund had no contractual or other obligation to any Local Limited Partnership, which had not been paid or provided for, except as disclosed 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. No such event has occurred to date. Cash Distributions No cash distributions were made during the three months ended June 30, 1997. Results of Operations For the three months ended June 30, 1997, the Fund's operations resulted in a net loss of $571,570, as compared to of $283,739 for the three months ended June 30, 1996. The increase in net loss is primarily attributable to an increase in equity in losses of Local Limited Partnerships. The increase in equity in losses of Local Limited Partnerships for the three months ended June 30, 1997, as compared to the same period in 1996, is primarily attributable to the timing of construction completion. Since many of the properties completed construction late in 1995, the results of operations for the three months ended June 30, 1996 were not indicative of the results to be expected for the future, nor are they comparable. Property Discussions The Fund is invested in ten Local Limited Partnerships which own ten properties located in eight states. Two properties, representing 356 units, underwent rehabilitation, and eight properties, representing 1001 units, are new construction. All of the ten properties are complete, through initial lease-up and operating satisfactorily. 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 June 30, 1997. 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: August 13, 1997 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP By: Arch Street VIII Limited Partnership, its General Partner /s/Vincent J. Costantini Vincent J. Costantini Treasurer and Chief Financial Officer