BOSTON FINANCIAL TAX CREDIT FUND VII LP - FORM 10-Q - February 14, 2011

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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 SECURITIESEXCHANGE ACT OF 1934

For the transition period from______________________________ to                                                           

 
                                                      Commission file number       0-24584

                              Boston Financial Tax Credit Fund VII, A Limited Partnership                                   
 
                                     (Exact name of registrant as specified in its charter)


                   Massachusetts                                                                                                                                   04-3166203                           
      (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 .

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 VII, 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
(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                                                                                                                                              17

 
 
 
BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

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




Assets
  
December 31
    
March 31
  
             
Cash and cash equivalents
   $ 2,741,648     $ 2,671,659  
Restricted cash
     -       244,396  
Investments in Local Limited Partnerships (Note 1)
     91,791       346,611  
Other assets
     1,059       388  
Total Assets
   $ 2,834,498     $ 3,263,054  
                 
Liabilities and Partners' Equity
                
                 
Due to affiliates
   $ 96,927     $ 195,786  
Accrued expenses
     31,778       58,387  
Total Liabilities
     128,705       254,173  
                 
General, Initial and Investor Limited Partners' Equity
     2,705,793       3,008,881  
Total Liabilities and Partners' Equity
   $ 2,834,498     $ 3,263,054  
                 
                 

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

 
 
 
 
BOSTON FINANCIAL TAX CREDIT FUND VII, 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
   $ 2,769     $ 11,255     $ 7,935     $ 23,273  
Cash distribution income
     30,084       -       30,084        208,336  
Total Revenue
     32,853       11,255       38,019        231,609  
                                 
Expenses:
                                
Asset Management Fees, affiliate
     96,926       94,378       290,779       283,134  
    Impairment on investments
                                
       in Local Limited Partnerships
     -       -       231,000       9,000  
General and administrative
                                
(includes reimbursement to affiliate
                                
in the amounts of $126,643 and
                                
$116,534 for the nine months ended
                                
December 31, 2010 and 2009,
                                
respectively)
     52,798       75,314       188,124       203,568  
Amortization
     886       (261 )     2,657        3,644  
Total Expenses
     150,610       169,431       712,560        499,346  
                                 
Loss before equity in losses of
                                
Local Limited Partnerships
     (117,757 )     (158,176 )     (674,541 )     (267,737 )
                                 
Equity in losses of Local Limited
                                
Partnerships (Note 1)
     (87,461 )     (78,704 )     (101,423 )     (161,051 )
                                 
Gain on sale of investments in Local
                                
Limited Partnerships
     -       -       472,876        1,706,447  
                                 
Net Income (Loss)
   $ (205,218 )   $ (236,880 )   $ (303,088 )   $ 1,277,659  
                                 
Net Income (Loss) allocated:
                                
General Partners
   $ (2,052 )   $ (2,368 )   $ (3,031 )   $ 12,777  
Limited Partners
     (203,166 )     (234,512 )     (300,057 )     1,264,882  
    $ (205,218 )   $ (236,880 )   $ (303,088 )   $ 1,277,659  
                                 
Net Income (Loss) Per Limited Partner
                                
Unit (50,930 Units)
   $ (3.99 )   $ (4.61 )   $ (5.89 )   $ 24.84  

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



     
     
     
     
     
     
 

 
 
 
 
 
BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
 
STATEMENT OF CHANGES IN PARTNERS' EQUITY
For the Nine Months Ended December 31, 2010
(Unaudited)




                         
         
Initial
    
Investor
        
   
General
    
Limited
    
Limited
        
   
Partners
    
Partner
    
Partners
    
Total
  
                         
Balance at March 31, 2010
   $ 30,088     $ 5,000     $ 2,973,793     $ 3,008,881  
                                 
Net Loss
     (3,031 )     -       (300,057 )     (303,088 )
                                 
Balance at December 31, 2010
   $ 27,057     $ 5,000     $ 2,673,736     $ 2,705,793  
 
The accompanying notes are an integral part of these financial statements.

 
 
 
BOSTON FINANCIAL TAX CREDIT FUND VII, 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
   $ (498,248 )   $ (532,161 )
                 
Net cash provided by investing activities
     568,237       2,635,931  
                 
Net increase in cash and cash equivalents
     69,989       2,103,770  
                 
Cash and cash equivalents, beginning
     2,671,659       1,564,981  
                 
Cash and cash equivalents, ending
   $ 2,741,648     $ 3,668,751  
 
 



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

 
 
 
 
BOSTON FINANCIAL TAX CREDIT FUND VII, 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 period 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 about 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 deficit positions, 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 six 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%, with the exception of Springwood Apartments which is 19.8%, and Eden Park which is 67.99%. 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 Local Limited Partnerships are sold to third parties, or upon dissolution of the Local Limited Partnerships, proceeds will be distributed according to the terms of each Local Limited Partnership agreement.
 
 
 
 


BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)


1.      Investments in Local Limited Partnerships (continued)

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
   $ 11,295,923     $ 14,407,031  
                 
Cumulative equity in losses of Local Limited Partnerships (excluding
    cumulative unrecognized losses of $4,301,850 and $4,024,182 at
                
   December 31 and March 31, 2010, respectively)
     (8,526,941 )     (11,284,006 )
                 
Cumulative cash distributions received from Local Limited Partnerships
     (932,150 )     (1,262,921 )
                 
Investments in Local Limited Partnerships before adjustments
     1,836,832       1,860,104  
                 
Excess investment costs over the underlying assets acquired:
                
                 
Acquisition fees and expenses
     428,112       581,846  
                 
Cumulative amortization of acquisition fees and expenses
     (147,012 )     (195,552 )
                 
Investments in Local Limited Partnerships before valuation allowance
     2,117,932       2,246,398  
                 
Valuation allowance on investments in Local Limited Partnerships
     (2,026,141 )     (1,899,787 )
                 
Investments in Local Limited Partnerships
   $ 91,791     $ 346,611  
                 

The Fund has recorded an impairment 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 $510,724 and $762,532 respectively.  For the nine months ended December 31, 2010 and 2009, the Fund has not recognized $409,301 and $601,481, respectively, of equity in losses relating to certain Local Limited Partnerships in which cumulative equity in losses and distributions exceeded its total investments in these Local Limited Partnerships.

During the nine months ended December 31, 2010, the fund sold its interest in two Local Limited Partnerships, resulting in a net gain of $472,876.


 
 
 


BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
 
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)


2.
New Accounting Principles

Consolidation of Variable Interest Entities

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.


3.      Significant Subsidiaries

The following Local Limited Partnership invested in by the Fund represents 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 this Local Limited Partnership for the three months ended September 30, 2010 and 2009:

Citrus Glen
     2010        2009  
                 
Revenue
      N/A     $ 346,463  
Net Loss
     N/A     $ (56,881 )
                 
Grand Boulevard
     2010       2009  
                 
Revenue
   $ 92,902     $ 56,616  
Net Loss
   $ (1,554 )   $ (5,312 )


 
 
 
 


BOSTON FINANCIAL TAX CREDIT FUND VII, 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 VII, 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 $2,741,648 as compared with $2,671,659 at March 31, 2010.  This increase is primarily attributable to proceeds from the sale of the Fund’s interests in one Local Limited Partnership, and cash distributions received from Local Limited Partnerships in excess of cash used for operating activities.

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, 2010 and March 31, 2010, respectively, $2,710,928 and $2,759,197 has been designated as Reserves.

To date, professional fees relating to various Property issues totaling approximately $128,000 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 $1,525,000 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 used approximately $1,818,000 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, 2010, 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.

Cash Distributions

No cash distributions were made to Limited Partners during the nine months ended December 31, 2010.

Results of Operations

Three Month Period

The Fund’s results of operations for the three months ended December 31, 2010 resulted in a net loss of $205,218 as compared to a net loss of $236,880 for the same period in 2009. The decrease in net loss is primarily attributable to a decrease in general and administrative expenses, and an increase in other income partially offset by a decrease in investment revenue, and an increase in equity in losses of Local Limited Partnerships. The decrease in general and administrative expenses is primarily due to decreased charges due to an affiliate of the Managing General Partner for operations and administrative expenses necessary for the operation of the Fund. The increase in other income is due to an increase in distributions from Local Limited Partnerships with carrying values of zero. The decrease in investment revenue is primarily due to a decrease in interest income. The increase in equity in losses is primarily due to an increase in losses recorded by certain Local Limited Partnerships.


 
 
 

BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


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


Results of Operations (continued)

Nine Month Period

The Fund’s results of operations for the nine months ended December 31, 2010 resulted in a net loss of $303,088 as compared to a net income of $1,277,659 for the same period in 2009. The decrease in net income is primarily attributable to a decrease in gain on sale of investments in Local Limited Partnerships, a decrease in other income, and an increase in impairment on investments in Local Limited Partnerships, partially offset by a decrease in equity in losses, and a decrease in general and administrative expenses. The decrease in gain on sale of investments in Local Limited Partnerships is due to the sale of only two Local Limited Partnerships during the current year. The decrease in other income is due to a decrease in distributions from Local Limited Partnerships with carrying values of zero. The increase in impairment on investments in Local Limited Partnerships is due to the Fund recording an impairment allowance for its investments in certain Local Limited Partnerships. Equity in losses of Local Limited Partnerships decreased due to the sale of five Local Limited Partnerships in the prior year. General and administrative expenses decreased due to a decrease in charges due to an affiliate of the Managing General Partner for operations and administrative expenses necessary for the operation of the Fund.

Portfolio Update

The Fund is a Massachusetts limited partnership organized to invest in Local Limited Partnerships which own and operate apartment complexes that are eligible for low income housing tax credits which may be applied against the federal income tax liability of an investor.  The Fund’s objectives are to: (i) provide investors with annual tax credits which they may use to reduce their federal income tax liability; (ii) provide limited cash distributions from the operations of apartment complexes and; (iii) preserve and protect the Fund’s capital.  Arch Street VIII, Inc. is the Managing General Partner of the Fund.  Arch Street VII Limited Partnership is the co-General Partner of the Fund.  ALZA Corporation is the class A limited partner of Arch Street VII Limited Partnership, Boston Financial BFG Investments, LLC is the class B limited partner of Arch Street VII Limited Partnership and Arch Street VIII, Inc. is the general partner of Arch Street VII Limited Partnership.  Arch Street VIII, Inc. and Arch Street VII Limited Partnership are affiliates of Boston Financial. The fiscal year of the Fund ends on March 31.

As of December 31, 2010, the Fund’s investment portfolio consisted of a limited partnership interest in six Local Limited Partnerships which own and operate a multi-family apartment complex that has generated Tax Credits.  Since inception, the Fund generated Tax Credits of approximately $1,485 per Limited Partner Unit.  In the aggregate, actual and estimated Tax Credits enabled the Fund to meet the objective specified in the Fund’s prospectus.

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 all of the remaining Properties, which the Fund has an interest, expired on or before December 31, 2010.  The Managing General Partner has negotiated agreements that will ultimately dispose of the Fund’s interest in two Local Limited Partnerships in 2011.  In addition, the Fund is in negotiations with potential buyers to dispose of its interest in four other Local Limited Partnerships in 2011.  Two Local Limited Partnerships in which the Fund had an interest were disposed of during the nine months ended December 31, 2010.

In February, 2010, the Fund distributed $994,153.60, or $19.52 per Unit, representing a cash distribution from the proceeds of recent property sales.  The Managing General Partner anticipates making an additional distribution in the future.

The Managing General Partner will continue to closely monitor the operations of the Properties during the Compliance Periods 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.
 
 
 
 
 
 
 
BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
 
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Portfolio Update (continued)

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

Four of the Properties in which the Fund has an interest have stabilized operations and operate above breakeven as of September 30, 2010.  Some Properties generated cash flow deficits that the Local General Partners of those Properties fund through project expense loans, subordinated loans or operating escrows.  However, some Properties have had persistent operating difficulties that could either: (i) have an adverse impact on the Fund’s liquidity; or (ii) 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 only on such Properties.

As previously reported, the Managing General Partner entered into an agreement that would require the Local General Partner to either purchase the Fund’s interest in Sunrise Terrace, located in Madera, California, after the end of the compliance period on December 31, 2008, based on the appraised value of the Property, or to market the Property for sale.  The Local General Partner opted to market the Property for sale and a Purchase and Sales Agreement was signed on June 9, 2009 and amended on June 23, 2009.  The sale of the Property occurred August 18, 2009 and net proceeds to the Fund totaled $557,042, or $10.94 per Unit.  All profit and loss benefits stopped flowing to the Fund as of August 18, 2009; however, the investment in the Local Limited Partnership was written off the Fund’s books at the end of 90 days as there were outstanding working capital items at the Local Limited Partnership level yet to be resolved.  The transaction resulted in a 2009 tax loss of $151,668, or $2.98 per Unit. The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, the Managing General Partner entered into an agreement to sell the Fund’s interest in Woods Lane, L.P., located in Rogers, Arkansas, to the Local General Partner.  This transaction occurred on September 30, 2009, which resulted in net sales proceeds to the Fund of $124,691, or $2.45 per Unit.  The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, retained the entire amount of sales proceeds in Reserves.  The transaction resulted in 2009 taxable income of $606,686, or about $11.91, per Unit.  The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, the Managing General Partner entered into an agreement to sell the Fund’s interest in Fountain Lakes, L.P., located in Benton, Arkansas, to the Local General Partner.  This transaction occurred on September 30, 2009, which resulted in net sales proceeds to the Fund of $1,504,949, or $29.55 per Unit.  The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, retained the entire amount of sales proceeds in Reserves.  It was previously reported that this transaction would result in 2009 estimated tax loss of $1,080,000, or $21.21 per Unit; however, this estimate did not include the sales proceeds noted above.  The transaction resulted in 2009 taxable income of $383,899, or about $7.54, per Unit.  The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, the Managing General Partner anticipated transferring the Fund’s interest in the Local Limited Partnership that owns Crafton Place Apartments, located in Fayetteville, Arkansas, in the third quarter fiscal year 2010.  This transaction occurred on September 30, 2009, which resulted in net sales proceeds to the Fund of $300,220, or $5.89 per Unit.  The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, retained the entire amount of sales proceeds in Reserves.  It was previously reported that this transaction would result in 2009 estimated tax loss of $210,000, or $4.12 per Unit; however, this estimate did not include the sales proceeds noted above.  The transaction resulted in 2009 taxable income of $62,634, or about $1.23, per Unit.  The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, with respect to the Fund, a Settlement Agreement providing an option, subject to various conditions, to purchase the Fund’s interests in Affordable/Citrus Glen, Ltd., located in Orlando, FL, was not

 
 
 
 
 
BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
 
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Property Discussions (continued)

exercised.  The Managing General Partner explored alternative exit strategies for this Local Limited Partnership interest.  The Fund’s interest in the Local Limited Partnership terminated January 4, 2010.  Based on an early 2009 valuation, the Managing General Partner expected a sale to result in approximately $1,500,000, or $29.45 per Unit, in sales proceeds.  However, due to market conditions, net sales proceeds to the Fund were $200,000, or $3.93 per Unit.  The Managing General Partner estimates that this transaction will result in 2010 taxable gain projected to be approximately $314,000, or about $6.17 per Unit.  The Fund no longer has an interest in the Local Limited Partnership.

As previously reported, Guardian Place, located in Richmond, Virginia, refinanced its existing debt, on July 29, 2005.  In addition to an annual debt service reduction of approximately $49,000, additional loan proceeds were utilized to retire a second mortgage and provide for a distribution of refinancing proceeds of $212,461 to the Fund on August 1, 2005.  The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, retained the entire amount of refinancing proceeds in Reserves.  As part of this transaction, the Managing General Partner and the Local General Partner entered into an agreement that would allow for a sale at the end of the Compliance Period on December 31, 2009.  As previously anticipated, an August 30, 2010 sale of the Fund’s interest in the Local Limited Partnership occurred.  The sale resulted in $472,876, or $9.28 per Unit, in sales proceeds.  The Managing General Partner estimates that this transaction will result in 2010 taxable gain projected to be approximately $1,330,000, or about $26.11 per Unit. The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, occupancy at Grand Boulevard Renaissance, located in Chicago, Illinois continued to be in the mid-90 percentile throughout 2010.  However, debt service coverage was not at an acceptable level and the Property was operating below breakeven.  The operating deficit for the first nine months of 2010 was approximately $11,000.  A representative of the Managing General Partner conducted a physical inspection as part of a June 2009 site visit.  Despite improvements since an October 2008 visit, the Property was still assigned an unfavorable rating due to significant deferred maintenance and unaddressed issues.  The Managing General Partner’s representative also considered property management to be weak and limited in capacity to address the physical needs of the Property.  Advances from the Local General Partner and working capital enabled the Property to remain current on its loan obligations.  In response to prior deficits, during 2001 the Local General Partner negotiated with the first mortgage lender to reduce the interest rate on the current first mortgage.  In addition, in an effort to further reduce the Property’s debt service burden, in July 2003 the Local Limited Partnership and the Illinois Housing Development Authority closed on a mortgage restructuring of the second mortgage that reduced monthly debt service payments until June 1, 2005.  As part of the transaction, the management agent agreed to subordinate a percentage of its management fee to payment of the second mortgage debt service.  The tax credit compliance period expired December 31, 2009.  The Fund’s interest in the Property was transferred on December 31, 2010 for $47,548, which was due to the Fund for outstanding cumulative priority distributions.  The Managing General Partner estimates that this transaction will result in 2010 taxable gain projected to be approximately $149,000, or about $2.93 per Unit.  The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, in an effort to reduce the Fund’s risk to chronic operating difficulties at Wynmor, also known as Eden Park, located in Brooklyn Park, Minnesota, the Managing General Partner and Local General Partner, on October 1, 2003, entered into an agreement to transfer a portion of the Fund’s interest in the Property’s future Tax Credits (approximately $11 per Unit) and tax losses to the Local General Partner.  In return, the Local General Partner agreed to deposit $500,000 into an escrow to be used to fund current and future operating deficits and to fund as much as an additional $500,000 to cover future operating deficits.  The Managing General Partner and Local General Partner also have an agreement that allows for the Managing General Partner to put the Fund’s interest to the Local General Partner for $1 any time after October 1, 2003 and that the Local General Partner could call the Fund’s interest for fair market value any time after January 2, 2009.  The Managing General Partner previously expected the put to be exercised in December 2010; however, it is now projected for June 2011 as the property is being reevaluated.  The Managing General Partner estimates that this transaction will result in 2011 taxable loss projected to be approximately $480,000, or about $9.42 per Unit.  Occupancy averaged 90% for the
 
 
 
 
 

BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
 
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Property Discussions (continued)

three months ending September 30, 2010.  The Property operated slightly above breakeven for the same time period.  The Compliance Period for the Property expired on December 31, 2008.

As previously reported, the Local General Partner of Twin Oaks Meadows, located in Lansing, Michigan, with the Fund’s consent, obtained soft loan financing in May 2004 to undertake much needed security improvements to the Property, reduce payables and fund operating deficits.  In return for its consent, the Fund received a Put option that allows the Fund to transfer its interest in the Local Limited Partnership for a nominal price to the Local General Partner at any time subsequent to the end of the Property’s Compliance Period on December 31, 2009.  Occupancy rose from 70% for the three months ending June 30, 2008 to 98% for the year ending March 31, 2010.  Occupancy was 95% for the six months ending September 30, 2010.  Crime in the immediate area has subsided as result of a neighborhood watch program that was implemented.  A new management company was brought in July 2008, which the Managing General Partner believes has helped occupancy at the Property.  The Tax Credit Compliance Period expired December 31, 2009.  The Managing General Partner is currently working on a strategy to dispose of the Fund’s interest in the Property for a nominal sum in late-2011.  The Managing General Partner estimates that this transaction will result in 2011 taxable gain projected to be approximately $560,000, or about $11.03 per Unit.

As previously reported, the Managing General Partner is currently negotiating an exit strategy with the Local General Partner of Andrew’s Pointe, located in Burnsville, Minnesota.  The compliance period expired December 31, 2008.  The Local General Partner and Managing General Partner agreed on a price for the Local General Partner to purchase the Fund’s interest in the Property.  The purchase is expected to occur in March 2011.  The Managing General Partner estimates that transaction could result in net sales proceeds of $900,000, or $17.67 per Unit and taxable income of $1,170,000, or $23.01 per Unit.  This transaction is pending a new allocation of tax credits to the Local General Partner to resyndicate the property, which the Local General Partner received in late 2010.

As previously reported, the Local General Partner of Fairhaven Manor, located in Burlington, Washington, was working on a permanent loan extension.  The loan matured on June 1, 2009, at which time a balloon payment was due; however, the note was extended for 60 months (5 years).  The Compliance Period ended December 31, 2008; therefore, there is no recapture risk at the Property.  The Managing General Partner is currently negotiating an exit strategy with the Local General Partner.  The likely end result is that the Local General Partner and Managing General Partner will agree on a price for the Local General Partner to purchase the Fund’s interest in the Property, which is currently estimated for late-2011. Estimated net sales proceeds, if any, as well as taxable income or loss, is unknown at this time.

As previously reported, the Managing General Partner anticipated the Fund’s interest in the Local Limited Partnership that owns SpringWood Apartments, located in Tallahassee, Florida, would be terminated upon the sale of the Property in the third quarter of 2008, a transaction that could have resulted in net sales proceeds to the Fund of approximately $200,000, or $3.93 per Unit.  In July 2008, the potential buyer withdrew their interest to purchase this Property.  The Managing General Partner is currently exploring alternative exit strategies for this Local Limited Partnership interest.  The Managing General Partner anticipates the Fund’s interest in the Local Limited Partnership will generally terminate no earlier than 90 days upon the sale of the Property in June 2011 for a nominal sum.  However, the debt matures on March 1, 2011, at which time the first mortgage lender may foreclose on the Property if payment is not made and they do not grant an extension. Although foreclosure would not be ideal, it would provide an exit for the Fund and no penalties would be incurred as the Tax Credit compliance period ended on December 31, 2009.

As previously reported, the Managing General Partner is currently negotiating an exit strategy with the Local General Partner of Harford Commons, located in Baltimore, Maryland.  The Local General Partner and Managing General Partner agreed upon on a nominal price for the Local General Partner to purchase the Fund’s interest in the Property, which is currently estimated for mid-2011.  The Managing General Partner estimates that this transaction will result in 2011 taxable income estimated to be $855,000, or $16.80 per Unit.  The compliance period expired December 31, 2010.
 
 
 
 
 
 
BOSTON FINANCIAL TAX CREDIT FUND VII, 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 VII, 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 VII, 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 VII,
                                                                                                            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)

 
 



 
 


 
 

BOSTON FINANCIAL TAX CREDIT FUND VII LP Reports