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EX-31.1 - BOSTON FINANCIAL - BOSTON FINANCIAL TAX CREDIT FUND PLUStcpq3fy11ex31-1.htm
EX-32.2 - BOSTON FINANCIAL - BOSTON FINANCIAL TAX CREDIT FUND PLUStcpq3fy11ex32-2.htm
EX-31.2 - BOSTON FINANCIAL - BOSTON FINANCIAL TAX CREDIT FUND PLUStcpq3fy11ex31-2.htm
EX-32.1 - BOSTON FINANCIAL - BOSTON FINANCIAL TAX CREDIT FUND PLUStcpq3fy11ex32-1.htm

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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, 2010                              


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 .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ___                                                                                                Accelerated Filer  ___
Non-accelerated filer   ___  (Do not check if a smaller reporting company)                Smaller reporting company   X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   No  X .

 
 

 
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, 2010 (Unaudited)
and March 31, 2010 (Audited)                                                                                                            1

Statements of Operations (Unaudited) -
For the Three and Nine Months Ended December 31, 2010 and 2009                                          2

Statement of Changes in Partners' Equity (Deficiency) (Unaudited) -
                      For the Nine Months Ended December 31, 2010                                                                             3

Statements of Cash Flows (Unaudited) -
                     For the Nine Months Ended December 31, 2010 and 2009                                                             4

Notes to the Financial Statements (Unaudited)                                                                                    5   
 
Item 2.     Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                                                                                               8                                                                                          
                                                                                                 
Item 3.     Quantitative and Qualitative Disclosures About Market Risk                                                         14

Item 4.      Controls and Procedures                                                                                                                       14

PART II - OTHER INFORMATION

Items 1-6                                                                                                                                                                    15

SIGNATURE                                                                                                                                                            16

CERTIFICATIONS                                                                                                                                                  19


 
 

 
BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership


BALANCE SHEETS
December 31, 2010 (Unaudited) and March 31, 2010 (Audited)




Assets
 
December 31
   
March 31
 
             
Cash and cash equivalents
  $ 1,303,593     $ 1,495,321  
Investments in Local Limited Partnerships (Note 1)
    1,195,308       1,581,998  
Other investments (Note 2)
    -       447,908  
Other assets
    832       349  
Total Assets
  $ 2,499,733     $ 3,525,576  
                 
Liabilities and Partners' Equity
               
                 
Due to affiliate
  $ 12,926     $ 12,926  
Accrued expenses
    31,389       61,036  
Total Liabilities
    44,315       73,962  
                 
General, Initial and Investor Limited Partners' Equity
    2,455,418       3,451,614  
Total Liabilities and Partners' Equity
  $ 2,499,733     $ 3,525,576  



The accompanying notes are an integral part of these financial statements.

 
 
 

 
BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership


STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended December 31, 2010 and 2009
(Unaudited)



   
Three Months Ended
   
Nine Months Ended
 
   
December 31,
   
December 31,
   
December 31,
   
December 31,
 
   
2010
   
2009
   
2010
   
2009
 
Revenue
                       
Investment
  $ 1,316     $ 13,382     $ 4,172     $ 47,414  
Accretion of Original Issue Discount
                               
(Note 2)
    -       12,571       4,092       52,994  
Cash distribution income
    674       -       3,932       5,556  
Total Revenue
    1,990       25,953       12,196       105,964  
 
                               
Expenses:
                               
Asset management fees, affiliate
    12,926       25,170       38,777       75,510  
Impairment on investments in Local
                               
Limited Partnerships (Note 1)
    199,282       -       599,102       138,158  
General and administrative
                               
(includes reimbursements to an affiliate
                               
in the amounts of $97,888 and
                               
$79,243 for the nine months ended
                               
December 31, 2010 and 2009,
                               
respectively)
    48,353       60,288       158,111       160,658  
Amortization
    1,813       455       3,810       2,995  
Total Expenses
    262,374       85,913       799,800       377,321  
                                 
Loss before equity in income of
                               
Local Limited Partnerships and gain on
                               
sale of investments in Local Limited
                               
Partnerships
    (260,384 )     (59,960 )     (787,604 )     (271,357 )
                                 
Equity in income of Local Limited
                               
Partnerships (Note 1)
    176,728       49,860       216,222       190,465  
                                 
Gain on sale of investments in Local Limited
                               
Partnerships
    27,186       -       27,186       4,550  
                                 
Net Loss
  $ (56,470 )   $ (10,100 )   $ (544,196 )   $ (76,342 )
                                 
Net Income (Loss) allocated:
                               
General Partners
  $ (565 )   $ (4,831 )   $ (9,962 )   $ (9,683 )
Class A Limited Partners
    (52,327 )     (16,698 )     (503,873 )     (111,995 )
Class B Limited Partners
    (3,578 )     11,429       (30,361 )     45,336  
    $ (56,470 )   $ (10,100 )   $ (544,196 )   $ (76,342 )
                                 
Net Income (Loss) Per Limited Partner Unit
                               
Class A Limited Partners (34,643 Units)
  $ (1.51 )   $  (0.48 )   $ (14.54 )   $ (3.23 )
Class B Limited Partners (3,290 Units)
  $ (1.09 )   $ 3.47     $ (9.23 )   $ 13.78  

 
 
The accompanying notes are an integral part of these financial statements.

 
 
 

 
BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership


STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
For the Nine Months Ended December 31, 2010
(Unaudited)




               
Investor
   
Investor
       
         
Initial
   
Limited
   
Limited
       
   
General
   
Limited
   
Partners,
   
Partners,
       
   
Partners
   
Partner
   
Class A
   
Class B
   
Total
 
                               
Balance at March 31, 2010
  $ 34,516     $ 5,000     $ 2,977,293     $ 434,805     $ 3,451,614  
                                         
Cash distributions
    -       -       -       (452,000 )     (452,000 )
                                         
Net Loss
    (9,962 )     -       (503,873 )     (30,361 )     (544,196 )
                                         
Balance at December 31, 2010
  $ 24,554     $ 5,000     $ 2,473,420     $ (47,556 )   $ 2,455,418  





The accompanying notes are an integral part of these financial statements.

 
 
 

 
BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership


STATEMENTS OF CASH FLOWS
For the Nine Months Ended December 31, 2010 and 2009
(Unaudited)




             
   
2010
   
2009
 
             
Net cash used for operating activities
  $ (222,846 )   $ (225,670 )
                 
Net cash provided by investing activities
    483,118       1,174,051  
                 
Net cash used for financing activities
    (452,000 )     (892,000 )
                 
Net increase (decrease) in cash and cash equivalents
    (191,728 )     56,381  
                 
Cash and cash equivalents, beginning
    1,495,321       4,400,689  
                 
Cash and cash equivalents, ending
  $ 1,303,593     $ 4,457,070  


 
 


The accompanying notes are an integral part of these financial statements.

 
 
 

 
BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership


NOTES TO THE 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 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-K for the year ended March 31, 2010.  In the opinion of the Managing General Partner, 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, 2010 and 2009 and for the nine months then ended.

Generally, profits, losses, tax credits and cash flow from operations are allocated 99% to the Limited Partners and 1% to the General Partners.  Net proceeds from a sale or refinancing will be allocated 95% to the Limited Partners and 5% to the General Partners, after certain priority payments. The General Partners may have an obligation to fund deficits in their capital accounts, subject to limits set forth in the Partnership Agreement.  However, to the extent that the General Partners’ capital accounts are in a deficit position, certain items of net income may be allocated to the General Partners in accordance with the Partnership Agreement.

1.      Investments in Local Limited Partnerships

The Fund has limited partnership interests in five Local Limited Partnerships which were organized for the purpose of owning and operating multi-family housing complexes, all of which are government-assisted. The Fund's ownership interest in each Local Limited Partnership is 99%.  The Fund may have negotiated or may negotiate options with the local general partners to purchase or sell the Fund’s interests in the Local Limited Partnerships at the end of the Compliance Period at nominal prices.  In the event that Properties are sold to a third party, or upon dissolution of the Local Limited Partnerships, proceeds will be distributed according to the terms of each Local Limited Partnership agreement.

The following is a summary of investments in Local Limited Partnerships at December 31, 2010 and March 31, 2010:
   
December 31
   
March 31
 
Capital contributions and advances paid to Local Limited Partnerships and
           
purchase price paid to withdrawing partners of Local Limited Partnerships
  $ 8,260,101     $ 8,864,882  
                 
Cumulative equity in losses of Local Limited Partnerships (excluding
               
cumulative unrecognized losses of $1,460,647 and $1,922,197 at
               
    December 31 and March 31, respectively)
    (1,077,437 )     (1,858,955 )
                 
Cumulative cash distributions received from Local Limited Partnerships
    (3,788,443 )     (3,841,529 )
                 
Investments in Local Limited Partnerships before adjustments
    3,394,221       3,164,398  
                 
Excess investment costs over the underlying assets acquired:
               
                 
Acquisition fees and expenses
    241,617       259,312  
                 
Cumulative amortization of acquisition fees and expenses
    (106,825 )     (107,109 )
                 
Investments in Local Limited Partnerships before valuation allowance
    3,529,013       3,316,601  
                 
Valuation allowance on investments in Local Limited Partnerships
    (2,333,705 )     (1,734,603 )
                 
Investments in Local Limited Partnerships
  $ 1,195,308     $ 1,581,998  

 
 

 
BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership


NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)


1. Investments in Local Limited Partnerships (continued)

During the nine months ended December 31, 2009, $74,990 was reimbursed from one Local Limited Partnership related to advances made in previous years.  The Fund has also recorded a valuation allowance for its investments in certain Local Limited Partnerships in order to appropriately reflect the estimated net realizable value of these investments.

The Fund’s share of the net losses of the Local Limited Partnerships for the nine months ended December 31, 2010 and 2009 is $140,386 and $265,677, respectively.  For the nine months ended December 31, 2010 and 2009, the Fund has not recognized $356,608 and $456,142, respectively, of equity in losses relating to certain Local Limited Partnerships in which cumulative equity in losses and cumulative distributions exceeded its total investment in these Local Limited Partnerships.

During the nine months ended December 31, 2010, the Fund sold its interest in one Local Limited Partnership, resulting in a net gain of $27,186.  During the nine months ended December 31, 2009, the Fund sold its interest in three Local Limited Partnerships, resulting in a net gain of $4,550.  In addition, sale proceeds of $5,000 were received during the nine months ended December 31, 2009 related to the prior year sale of one Local Limited Partnership.

2.      Other Investments

Other investments consist of the aggregate cost of the Treasury STRIPS purchased by the Fund for the benefit of the Class B Limited Partners.  The amortized cost at December 31, 2010 and March 31, 2010 is composed of the following:

   
December 31
   
March 31
 
             
Aggregate cost of Treasury STRIPS
  $ -     $ 126,828  
Accumulated accretion of
               
Original Issue Discount
    -       321,080  
    $ -     $ 447,908  

The final maturity for the STRIPS took place on May 15, 2010.  The total maturity value was $452,000.

3.      New Accounting Principles

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs).  The amended guidance modifies the consolidation model to one based on control and economics, and replaces the current quantitative primary beneficiary analysis with a qualitative analysis.  The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.  If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE.  Additionally, the amendment requires enhanced and expanded disclosures around VIEs.  This amendment is effective for fiscal years beginning after November 15, 2009.  The adoption of this guidance on April 1, 2010 did not have a material effect on the Fund’s financial statements.


 
 

 
BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership


NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)


4.      Significant Subsidiaries

The following Local Limited Partnerships invested in by the Fund represent more than 20% of the Fund’s total assets or equity as of December 31, 2010 or 2009 or net losses for the three months then ended.  The following financial information represents the performance of these Local Limited Partnerships for the three months ended September 30, 2010 and 2009:

   
2010
   
2009
 
Pilot House Associates Limited Partnership
           
Revenue
  $ 322,646     $ 323,582  
Net Income
  $ 80,959     $ 38,194  
                 
Preston Place Associates Limited Partnership
               
Revenue
  $ 269,757     $ 256,565  
Net Income
  $ 69,158     $ 12,718  
                 
Linden Square Ltd. Div. Housing Assoc. LP
               
Revenue
  $ 180,085     $ 175,822  
Net Income (Loss)
  $ 28,480     $ (8,888 )
                 
                 
                 


 
 

 
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 use of words like “anticipate,” “estimate,” “intend,” “project,” “plan,” “expect,” “believe,” “could,” and similar expressions are intended to identify such forward-looking statements.  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.

Critical Accounting Policies

The Fund’s accounting policies 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 Local Limited Partnerships in which the Fund invests are Variable Interest Entities (VIEs). The Fund is involved with the VIEs as a non-controlling limited partner equity holder.  The investments in the Local Limited Partnerships are made primarily to obtain tax credits on behalf of the Fund’s investors.  The Tax Credits generated by Local Limited Partnerships are not reflected on the books of the Fund as such credits are allocated to investors for use in offsetting their federal income tax liability.  The general partners of the Local Limited Partnerships, who are considered to be the primary beneficiaries, have the power to direct the activities of the Local Limited Partnerships and an obligation to absorb losses of the Local Limited Partnerships.  The general partners control the day-to-day operations of the Local Limited Partnerships and are responsible for maintaining compliance with the tax credit program and for providing subordinated financial support in the event operations cannot support debt and property tax payments.  The Fund, through its ownership percentages, may participate in property disposition proceeds.  The timing and amounts of these proceeds are unknown but can impact the Fund’s financial position, results of operations or cash flows. Because the Fund is not the primary beneficiary of these VIEs, it accounts for its investments in the Local Limited Partnerships using the equity method of accounting.  The Fund's exposure to economic and financial statement losses is limited to its investments in the VIEs.  The Fund may be subject to additional losses to the extent of any financial support that the Fund voluntarily provides in the future.  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.  A liability is recorded for delayed equity capital contributions to Local Limited Partnerships.  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 a Local Limited Partnership, where cumulative equity in losses plus cumulative distributions  have exceeded the total investment in the Local Limited Partnership, 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.

The Fund has implemented policies and practices for assessing other-than-temporary declines in the values of its investments in Local Limited Partnerships.  Periodically, the carrying values of the investments are tested for other-than-temporary impairment. If an other-than-temporary decline in carrying value exists, a provision to reduce the investment to the sum of the estimated remaining benefits will be recorded in the Fund's financial statements. The estimated remaining benefits for each Local Limited Partnership consist of estimated future tax losses and tax credits over the estimated life of the investment and estimated residual proceeds at disposition. Included in the estimated residual proceeds calculation is an estimated net operating income capitalized at a rate specific to the location of each Local Limited Partnership less the estimated terminal debt balance of the Local Limited Partnership.  Generally, the carrying values of most Local Limited Partnerships will decline through losses and distributions.  However, the Fund may record impairment losses if the expiration of tax credits outpaces losses and distributions from any of the Local Limited Partnerships.


 
 

 
BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership


MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Liquidity and Capital Resources

At December 31, 2010, the Fund had cash and cash equivalents of $1,303,593, as compared to $1,495,321 at March 31, 2010.  The decrease is primarily attributable to cash used for operating activities and payment of asset management fees, partially offset by cash distributions received from Local Limited Partnerships.

The Managing General Partner initially designated 4% of the Adjusted Gross Proceeds (which generally means Gross Proceeds minus the amounts committed to the acquisition of Treasury STRIPS) 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, 2010 and March 31, 2010, approximately $1,273,000 and $1,435,000, respectively, has been designated as Reserves.

To date, professional fees relating to various Property issues totaling approximately $465,000 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, 2010, the Fund has advanced approximately $228,000 to Local Limited Partnerships to fund operating deficits.

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 operating deficits, if the Managing General Partner deems funding appropriate.  To date, the Fund has not used any 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, 2010, the Fund had no contractual or other obligation to any Local Limited Partnership which had not been paid or provided for.

Cash Distributions

Cash distributions of $452,000 and $892,000 were made to the Investor Limited Partners, Class B, during the nine months ended December 31, 2010 and 2009, respectively.

Results of Operations

Three Month Period

For the three months ended December 31, 2010, the Fund’s operations resulted in net loss of $56,470, as compared to net loss of $10,100 for the same period in 2009.  The increase in net loss is primarily attributable to an increase in impairment on investments, a decrease in income from accretion of Original Issue Discount, and a decrease in investment revenue, partially offset by an increase in equity in income of Local Limited Partnerships and an increase in gain on sale of Local Limited Partnerships.  The increase in impairment on investments in Local Limited Partnerships is due to the Fund recording a higher impairment allowance for its investment in Local Limited Partnerships.  Income from accretion of Original Issue Discount decreased due to T-STRIPS that have matured.  The decrease in investment revenue is due to a decrease in the average balance of funds held for investment.  The increase in equity in income of Local Limited Partnerships is primarily due to an increase in income recorded by certain Local Limited Partnerships.  The increase in gain on sale of Local Limited Partnerships is due to the sale of Jardines de Juncos on December 12, 2010.


 
 

 

BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership
 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Results of Operations (continued)

Nine Month Period

For the nine months ended December 31, 2010, the Fund’s operations resulted in net loss of $544,196, as compared to net loss of $76,342 for the same period in 2009.  The increase in net loss is primarily attributable to an increase in impairment on investments in Local Limited Partnerships, a decrease in income from accretion of Original Issue Discount, and a decrease in investment revenue, partially offset by a decrease in asset management fees and an increase in equity in income.  The increase in impairment on investments in Local Limited Partnerships is due to the Fund recording a higher impairment allowance for its investment in a Local Limited Partnership.  The decrease in income from accretion of Original Issue Discount is due to T-STRIPS that have matured resulting in the reduction of accretion income for the current quarter.  The decrease in investment revenue is due to a decrease in the average balance of funds held for investment.  The decrease in asset management fees is due to the decrease in the number of Local Limited Partnerships being charged as a result of property dispositions; since asset management fees are charged per Local Limited Partnership, the previous year’s sales reduced the current year’s charges.  The increase in equity in income of Local Limited Partnerships is primarily due to an increase in income recorded by certain Local Limited Partnerships.

Portfolio Update

The Fund is a Massachusetts limited partnership organized to invest in Local Limited Partnerships which own and operate apartment complexes which are eligible for low income housing tax credits that may be applied against the federal income tax liability of an investor. The Fund also invested in, for the benefit of the Class B Limited Partners, United States Treasury obligations from which the interest coupons have been stripped or in such interest coupons themselves (collectively "Treasury STRIPS").  The Fund used approximately 28% of the Class B Limited Partners' capital contributions to purchase Treasury STRIPS with maturities of 13 to 18 years, with a total redemption amount equal to the Class B Limited Partners' capital contributions. The Fund’s objectives are to: (i) provide annual tax benefits in the form of tax credits which Limited Partners may use to offset their Federal income tax liability; (ii) preserve and protect the Fund’s capital committed to Local Limited Partnerships; (iii) provide cash distributions from operations of Local Limited Partnerships; (iv) provide cash distributions from Sale or Refinancing transactions with the possibility of long term capital appreciation; and (v) provide cash distributions derived from investment in Treasury STRIPS to Class B Limited Partners after a period of approximately thirteen to eighteen years equal to their Capital Contributions. Arch Street VIII, Inc. is the Managing General Partner of the Fund.   Arch Street VI Limited Partnership is the co-General Partner of the Fund.  ALZA Corporation is the class A limited partner of Arch Street VI Limited Partnership, Boston Financial BFG Investments, LLC is the class B limited partner of Arch Street VI Limited Partnership and Arch Street VIII, Inc. is the general partner of Arch Street VI Limited Partnership.  Arch Street VIII, Inc., Arch Street VI Limited Partnership and Boston Financial BFG Investments, LLC are affiliates of Boston Financial.  The fiscal year of the Fund ends on March 31.

On May 15, 2010, the Fund received $452,000, or approximately $137.39 per Class B Unit, as the Fund’s investment in one U.S. Treasury STRIP matured.  The Managing General Partner distributed these funds to Class B Limited Partners in May 2010.  This distribution represented the final U.S. Treasury STRIP maturity.

On November 15, 2009, the Fund received $473,000, or approximately $143.77 per Class B Unit, as the Fund’s investment in three U.S. Treasury STRIPS matured.  The Managing General Partner distributed these funds to Class B Limited Partners in November 2009.  On August 15, 2009, the Fund received $183,000, or approximately $55.62 per Class B Unit, as the Fund’s investment in one U.S. Treasury STRIPS matured.  The Managing General Partner distributed these funds to Class B Limited Partners in August 2009.  On May 15, 2009, the Fund received $236,000, or approximately $71.73 per Class B Unit, as the Fund’s investment in one U.S. Treasury STRIPS matured.  The Managing General Partner distributed these funds to Class B Limited Partners in May 2009.


 
 

 
BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership
 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Portfolio Update (continued)

As of December 31, 2010, the Fund’s investment portfolio consisted of limited partnership interests in five Local Limited Partnerships, each of which owns and operates a multi-family apartment complex and each of which has generated Tax Credits.  Since inception, the Fund generated Tax Credits, net of recapture, of approximately $1,467 per Class A Unit.  Class B Unit investors have received Tax Credits, net of recapture, of approximately $1,056 per Limited Partner Unit.  On January 22, 2010, the Fund distributed $2,970,576, or $80.26 per Class A Unit and $57.79 per Class B Unit.  It is anticipated that the Fund will make another distribution in the future.

Properties that receive low income housing tax credits must remain in compliance with rent restriction and set-aside requirements for at least 15 calendar years from the date the Property is placed in service.  Failure to do so would result in the recapture of a portion of the Property’s Tax Credits.  The Compliance Period for the remaining five properties expired on or before December 31, 2009.  Currently, the Managing General Partner has negotiated an agreement to dispose of the Fund’s interest in one of the Local Limited Partnerships in 2011.  In addition, the Managing General Partner is in negotiations with potential buyers to dispose of its interest in four other Local Limited Partnerships in 2011.

The Managing General Partner will continue to closely monitor the operations of the Properties and will formulate disposition strategies with respect to the Fund’s remaining Local Limited Partnership interests.  The Fund shall dissolve and its affairs shall be wound up upon the disposition of the final Local Limited Partnership interest and other assets of the Fund.  Investors will continue to be Limited Partners, receiving K-1s and quarterly and annual reports, until the Fund is dissolved.

The Fund is not a party to any pending legal or administrative proceeding, and to the best of its knowledge, no legal or administrative proceeding is threatened or contemplated against it.

Property Discussions
 
 
Two of the Properties in which the Fund has an interest had stabilized operations and operated above breakeven through September 30, 2010.  The three other Properties generated cash flow deficits that the Local General Partners of those Properties funded through project expense loans, subordinated loans or operating escrows.  Some Properties have had persistent operating difficulties that could either have an adverse impact on the Fund’s liquidity or result in their foreclosure.  Also, the Managing General Partner, in the normal course of the Fund’s business, may arrange for the future disposition of its interest in certain Local Limited Partnerships.  The following Property discussions focus on such Properties.

As previously reported, working capital and debt service coverage levels remained below acceptable standards at Metropolitan Apartments, located in Chicago, Illinois.  In addition, occupancy decreased from 86% for the three months ending September 30, 2008 to 79% for the three months ending December 31, 2008.  In addition to low occupancy levels, the decline in operations was attributable to the rising cost of natural gas and, more significantly, an increase in debt service caused by the Property’s five year adjustable rate first mortgage being reset in late 2007.  The deficit was funded by advances from the Management Agent, an affiliate of the Local General Partner.  The Local General Partner, having exceeded their working capital obligation, would no longer continue to fund deficits.  The Managing General Partner, as part of a disposition agreement with the Local General Partners to jointly fund operating deficits from Fund reserves, advanced $50,000 in 2007 and $32,223 more in 2008, to address the need for structural repairs as cited in the City of Chicago’s report of recent building code violations.  On April 16, 2009, the Managing General Partner disposed of its interest in the Local Limited Partnership that owned Metropolitan Apartments; however, benefits were transferred as of January 1, 2009.  The Managing General Partner was able to recover a majority, $74,990, of its advances upon disposition.  The Compliance Period for the Property ended December 31, 2008.  The 2009 taxable income was $304,603, or $8.03 per Unit.  The Fund no longer has an interest in this Local Limited Partnership.

 
 

 
BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Property Discussions (continued)

As previously reported, the Managing General Partner was exploring an exit strategy for Kings Grant Court, located in Statesville, North Carolina.  The Managing General Partner agreed to sell its interest to an affiliate of the Local General Partner, originally expected for January 2009.  A sale of the Fund’s interest occurred on May 29, 2009; however, the transfer of benefits was effective March 31, 2009.  The sale resulted in $4,540, or $0.12 per Unit, in proceeds.  The 2009 taxable income was $105,287, or $2.78 per Unit.  The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, the Managing General Partner estimated a 2009 disposition, via a transfer to the Local General Partner, of the Fund’s interest in the Local Limited Partnership that owns Vista Villa, located in Saginaw County, Michigan.  The Fund and the Local General Partner entered into a Put Agreement whereby the Fund could transfer its interest in the Local Limited Partnership to the Local General Partner for a nominal amount any time after the Property’s Compliance Period, which ended on December 31, 2008.  An exercise of the Put occurred on July 10, 2009, effective June 1, 2009.  This transaction did not result in any net sales proceeds to the Fund.  The 2009 taxable income was $199,214, or $5.25 per Unit.  The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, the Managing General Partner anticipated that the Fund’s interest in the Local Limited Partnership that owns Walker Woods II, located in Dover, Delaware, would be terminated upon the sale of the Property in late 2008.  The Fund and the Local General Partner negotiated a Put Agreement whereby the Fund would transfer its interest in the Local Limited Partnership to the Local General Partner for a nominal amount any time after the Property’s Compliance Period, which ended on December 31, 2007.  The Managing General Partner exercised the Put on January 4, 2010, effective January 1, 2010.  This transaction did not result in any net sales proceeds to the Fund.  The Managing General Partner currently projects 2010 taxable income of approximately $170,000, or $4.48 per Unit.  The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, the Managing General Partner was exploring an exit strategy for Jardines de Juncos, located in Juncos, Puerto Rico, that would lead to a 2010 disposition.  The sale occurred on December 12, 2010 and net sales proceeds were $27,186, or approximately $0.72 per Unit.  The Managing General Partner estimates the 2010 taxable gain to be approximately $1,490,000, or $39.28 per Unit.  The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, the Managing General Partner and Local General Partner of Tree Trail, located in Gainesville, Florida, were exploring an exit strategy that would have allowed for a late summer 2008 disposal of the Fund’s interest, via a sale of the underlying Property, in the Local Limited Partnership that owns and operates Tree Trail.  Due to market conditions, the Managing General Partner is reexamining the exit strategy for the Fund’s interest in this Local Limited Partnership.  The Local General Partner did not make the October 1, 2010 debt service payment and will allow the debt to go into foreclosure unless the Lender is willing to accept a short sale.  If the Property were to go into foreclosure, it likely will not happen until 2011.  The Compliance Period ended December 31, 2007; therefore, there is no recapture risk at the Property.  The Managing General Partner is currently attempting to transfer the Fund’s interest to the Local General Partner in 2011 for a nominal amount.  However, a foreclosure has not been ruled out.  Projected 2011 taxable gain or loss is not known at this time.

As previously reported, the Managing General Partner and Local General Partner of Pilot House, located in Newport News, Virginia, were exploring an exit strategy that could have resulted in a mid-2008 disposal of the Fund’s interest in the Local Limited Partnership that owns Pilot House, for approximately $1,650,000 or $43.50 per Unit.  The Managing General Partner is negotiating an exit strategy that will dispose of the Fund’s interest, via a sale of the underlying Property, in the Local Limited Partnership that owns and operates Pilot House to occur in September 2011 for $1,200,000, or approximately $31.63 per Unit.  Terms of a possible disposition have not been agreed upon at this time.


 
 

 
 
BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Property Discussions (continued)

As previously reported, the Managing General Partner is currently exploring an exit strategy for Long Creek Court, located in Kittrell, North Carolina, that could lead to the Fund transferring its interest in the Local Limited Partnership.  Negotiations have progressed very slowly and thus a transfer of the Fund’s interest is now expected in 2011 versus 2010 as previously reported.  Net sales proceeds to the Fund, if any, are unknown at this time.

As previously reported, the Managing General Partner is currently exploring an exit strategy for Linden Square, located in Flint, Michigan, that could lead to the Fund transferring its interest in the Local Limited Partnership in 2011.  The Managing General Partner negotiated the disposition of the Property; however, due to the weak market conditions and high mortgage balance, there is no equity in the Property.  As a result, the Local General Partner agreed to buy the Fund’s interest for a nominal amount.  The transfer of interest was previously expected to be completed by the end of 2010, but is now expected by March 31, 2011.  The Property’s compliance period ended December 31, 2009.  The Managing General Partner estimates the 2011 taxable loss to be approximately $286,000, or $7.53 per Unit.

As previously reported, the Managing General Partner is currently exploring an exit strategy for Preston Place, located in Winchester, Virginia, that could lead to the Fund transferring its interest in the Local Limited Partnership or could lead to a sale of the Property in late-2011.  Net sales proceeds to the Fund, if any, are unknown at this time.

 
 

 
BOSTON FINANCIAL TAX CREDIT FUND PLUS,
A Limited Partnership
 
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Non Applicable

CONTROLS AND PROCEDURES


Disclosure Controls and Procedures

The Fund maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the specified time periods.  The Fund’s Chief Executive Officer and its Chief Financial Officer (collectively, the “Certifying Officers”) are responsible for maintaining disclosure controls for the Fund.  The controls and procedures established by the Fund are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

As of the end of the period covered by this report, the Certifying Officers evaluated the effectiveness of the Fund’s disclosure controls and procedures.  Based on the evaluation, the Certifying Officers concluded that as of December 31, 2010, the Fund’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

The Certifying Officers have also concluded that there was no change in the Fund’s internal controls over financial reporting identified in connection with the evaluation that occurred during the Fund’s third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.


 
 

 
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

31.1  
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   31.2
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   32.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
   32.2
Certification of Principal Executive Officer and Principal Financial Officer 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, 2010.


 
 

 
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.


Date:  February 14, 2011                                                                   BOSTON FINANCIAL TAX CREDIT FUND PLUS, 
                                                                                                             A LIMITED PARTNERSHIP


           By:  Arch Street VIII, Inc.,
       its Managing General Partner





/s/Kenneth J. Cutillo                    
Kenneth J. Cutillo
President
Arch Street VIII, Inc.
                                                                                                                (Chief Executive Officer)