Item 1. Business
Boston Financial Qualified Housing Tax Credits L.P. IV (the "Partnership") is a limited partnership formed on March 30, 1989 under the Revised Uniform Limited Partnership Act of the Commonwealth of Massachusetts. The Partnership's partnership agreement ("Partnership Agreement") authorized the sale of up to 100,000 units of Limited Partnership Interest ("Units") at $1,000 per Unit, adjusted for certain discounts. The Partnership raised $67,653,000 ("Gross Proceeds"), net of discounts of $390,000, through the sale of 68,043 Units. Such amounts exclude five unregistered Units previously acquired for $5,000 by the Initial Limited Partner, which is also one of the General Partners. The offering of Units terminated on January 31, 1990. No further sale of Units is expected.
The Partnership is engaged solely in the business of real estate investment. Therefore, a presentation of information about industry segments is not applicable and would not be material to an understanding of the Partnership's business taken as a whole.
The Partnership originally invested as a limited partner in thirty-seven limited partnerships ("Local Limited Partnerships") which own and operate residential apartment complexes ("Properties"), most of which benefit from some form of federal, state or local assistance programs and all of which qualify for the low-income housing tax credits ("Tax Credits") added to the Internal Revenue Code (the "Code") by the Tax Reform Act of 1986. The investment objectives of the Partnership include the following: (i) to provide current tax benefits in the form of Tax Credits which qualified limited partners may use to offset their federal income tax liability; (ii) to preserve and protect the Partnership's capital; (iii) to provide limited cash distributions from Property operations which are not expected to constitute taxable income during the expected duration of the Partnership's operations; and (iv) to provide cash distributions from sale or refinancing transactions. There cannot be any assurance that the Partnership will attain any or all of these investment objectives. A more detailed discussion of these investment objectives, along with the risks in achieving them, is contained in the section of the prospectus entitled "Investment Objectives and Policies - Principal Investment Policies" which is herein incorporated by this reference.
Table A on the following page lists the Properties originally acquired by the Local Limited Partnerships in which the Partnership has invested. Item 7 of this Report contains other significant information with respect to such Local Limited Partnerships. As required by applicable rules, the terms of the acquisition of Local Limited Partnership interests have been described in supplements to the Prospectus and collected in three post-effective amendments to the Registration Statement (collectively, the "Acquisition Reports"); such descriptions are incorporated herein by this reference.
TABLE A
SELECTED LOCAL LIMITED PARTNERSHIP DATA
Date Properties owned by Interest Local Limited Partnerships Location Acquired __________________________ __________ ______________ 46th & Vincennes (1) Chicago, IL 03/29/91 Audobon (1) Boston, MA 12/22/89 Bent Tree (1) Jackson, TX 12/27/89 Bentley Court (1) Columbia, SC 12/26/89 Brookscrossing Atlanta, GA 06/30/89 Brown Kaplan (1) Boston, MA 07/01/90 BK Apartments (1) Jamestown, ND 12/01/90 Carolina Woods (1) Greensboro, NC 01/31/90 Canfield Crossing (1) Milan, MI 08/20/90 Dorsett Apartments (1) Philadelphia, PA 10/20/89 Findlay Market (1) Cincinnati, OH 08/15/90 Grandview (1) Grandview, TX 12/27/89 Green Tree Village (1) Greenville, GA 07/06/90 Gateway Village Garden (1) Azle, TX 06/24/91 Hampton Lane (1) Buena Vista, GA 12/20/89 Hilltop (1) Rhome, TX 12/27/89 Justin Place (1) Justin, TX 12/27/89 Lancaster House North Lancaster, PA 03/13/89 Lakeside Square (1) Chicago, IL 05/17/90 Lincoln Green (1) Old Town, ME 03/21/90 Leawood Manor Leawood, KS 12/29/89 Mayfair Mansions (1) Washington, DC 03/21/90 Nocona Terrace (1) Nocona, TX 12/27/89 Oakview Square (1) Chesterfield, MI 03/22/89 Orchard View (1) Gobles, MI 04/29/90 Orocovix IV (1) Orocovix, PR 12/30/89 Pecan Hill (1) Bryson, TX 12/28/89 Pine Manor (1) Jacksboro, TX 12/27/89 Pinewood Terrace (1) Rusk, TX 12/27/89 RoyalCrest (1) Bowie, TX 12/27/89 Seagraves (1) Seagraves, TX 11/28/90 Sencit Towne House Shillington, PA 12/26/89 Town House Apartments Allentown, PA 12/26/89 Valley View (1) Valley View, TX 12/27/89 West Pine (1) Findlay, PA 12/31/90 Willow Ridge (1) Prescott, AZ 08/28/89 Whitehills II (1) Howell, MI 04/21/90
(1)The Partnership no longer has an interest in the Local Limited Partnership which owns this Property.
Although the Partnership's investments in Local Limited Partnerships are not subject to seasonal fluctuations, the Partnership's equity in losses of Local Limited Partnerships, to the extent they reflect the operations of individual Properties, may vary from quarter to quarter based upon changes in occupancy and operating expenses as a result of seasonal factors.
With the exception of Leawood Manor, each Local Limited Partnership has as its general partners ("Local General Partners") one or more individuals or entities not affiliated with the Partnership or its General Partners. In accordance with the partnership agreements under which such entities are organized ("Local Limited Partnership Agreements"), the Partnership depends on the Local General Partners for the management of each Local Limited Partnership. As of March 31, 2009, the following Local Limited Partnerships have a common Local General Partner or affiliated group of Local General Partners accounting for the specified percentage of the capital contributions to Local Limited Partnerships: Sencit Towne House L.P., Allentown Towne House, L.P. and Prince Street Towers L.P., representing 33.95%, have AIMCO Properties as Local General Partner. The Local General Partners of the remaining Local Limited Partnerships are identified in the Acquisition Reports, which are incorporated herein by reference.
The Properties owned by Local Limited Partnerships in which the Partnership has invested are and will continue to be subject to competition from existing and future apartment complexes in the same areas. The continued success of the Partnership will depend on many outside factors, most of which are beyond the control of the Partnership and which cannot be predicted at this time. Such factors include general economic and real estate market conditions, both on a national basis and in those areas where the Properties are located, the availability and cost of borrowed funds, real estate tax rates, operating expenses, energy costs and government regulations. In addition, other risks inherent in real estate investment may influence the ultimate success of the Partnership, including: (i) possible reduction in rental income due to an inability to maintain high occupancy levels or adequate rental levels; (ii) possible adverse changes in general economic conditions and adverse local conditions, such as competitive overbuilding, a decrease in employment or adverse changes in real estate laws, including building codes; and (iii) possible future adoption of rent control legislation which would not permit increased costs to be passed on to the tenants in the form of rent increases or which would suppress the ability of the Local Limited Partnerships to generate operating cash flow. Since most of the Properties benefit from some form of government assistance, the Partnership is subject to the risks inherent in that area including decreased subsidies, difficulties in finding suitable tenants and obtaining permission for rent increases. In addition, any Tax Credits allocated to investors with respect to a Property are subject to recapture to the extent that the Property or any portion thereof ceases to qualify for the Tax Credits. Other future changes in federal and state income tax laws affecting real estate ownership or limited partnerships could have a material and adverse affect on the business of the Partnership.
The Partnership is managed by Arch Street VIII, Inc., the Managing General Partner of the Partnership. The other General Partner of the Partnership is Arch Street IV Limited Partnership. The Partnership, which does not have any employees, reimburses MMA Financial, Inc. ("MMA"), an affiliate of the General Partners, for certain expenses and overhead costs. A complete discussion of the management of the Partnership is set forth in Item 10 of this Report.
On June 26, 2009, Municipal Mortgage & Equity, LLC (the parent company of MMA Financial, Inc.) entered into a purchase and sale agreement with JEN I, L.P. for the sale of substantially all of its low-income housing tax credit business, including the Partnership and its General Partners. Upon the consummation of the sale transaction (expected to occur on or before August 31, 2009), the General Partners will be owned or controlled by JEN I, L.P. The sale is not expected to impact the Limited Partners of the Partnership.
Item 2.
Item 2. Properties
The Partnership currently owns limited partnership interests in five Local Limited Partnerships which own and operate Properties, some of which benefit from some form of federal, state or local assistance programs and all of which qualify for the Tax Credits added to the Code by the Tax Reform Act of 1986. The Partnership's ownership interest in each Local Limited Partnership is 99% with the exception of Leawood Manor, which is 89%.
Each of the Local Limited Partnerships has received an allocation of Tax Credits from its relevant state tax credit agency. In general, the Tax Credits run for ten years from the date the Property is placed in service. The required holding period (the "Compliance Period") of the Properties is fifteen years. During these fifteen years, the Properties must satisfy rent restrictions, tenant income limitations and other requirements, as promulgated by the Code, in order to maintain eligibility for the Tax Credits at all times during the Compliance Period. Once a Local Limited Partnership has become eligible for the Tax Credits, it may lose such eligibility and suffer an event of recapture if its Property fails to remain in compliance with the requirements. To date, with the exception of Bentley Court, none of the Local Limited Partnerships have suffered an event of recapture of Tax Credits.
In addition, some of the Local Limited Partnerships have obtained one or a combination of different types of loans such as: i) below market rate interest loans; ii) loans provided by a redevelopment agency of the town or city in which the Property is located at favorable terms; or iii) loans that have repayment terms that are based on a percentage of cash flow. The schedule on the following pages provides certain key information on the Local Limited Partnership interests acquired by the Partnership.
Section 8 This subsidy, which is authorized under Section 8 of Title II of the Housing and Community Development Act of 1974, allows qualified low-income tenants to pay 30% of their monthly income as rent with the balance paid by the federal government. Also includes comparable state subsidies.
The Partnership does not guarantee any of the mortgages or other debt of the Local Limited Partnerships. Duration of leases for occupancy in the Properties described above is generally six to twelve months. The Managing General Partner believes the Properties described herein are adequately covered by insurance.
Additional information required under this Item, as it pertains to the Partnership, is contained in Items 1, 7 and 8 of this Report.
Item 3.
Item 3. Legal Proceedings
As previously reported, the Partnership, its general partners and additional Boston Financial public funds (the "Funds") reached an agreement in February, 2007 to resolve several lawsuits and pending disputes between the Partnership and the Funds and their general partners on the one hand, and a group of Limited Partner investors on the other hand. The group of investors included Park G.P., Inc., Bond Purchase, L.L.C. and various other entities related to David L. Johnson (the "Johnson Group") and Everest Housing Investors 2, LLC and various other Everest-related entities (the "Everest Group"; the Johnson Group and the Everest Group are hereinafter collectively referred to as the "Johnson and Everest Groups"). Per the terms of the parties' agreement, these lawsuits were then dismissed. The Johnson and Everest Groups further agreed at that time to refrain from interfering in various ways with the conduct of the business of the Partnership and the business of Boston Financial Qualified Housing Tax Credits L.P. III ("QH3").
Also as previously reported, beginning in November, 2007, the Johnson and Everest Groups filed new lawsuits against the Partnership and its general partners in various jurisdictions as part of an effort to replace the existing general partners with parties related to the Everest Group, to prevent the Partnership from selling any of its assets without limited partner consent and to interfere with specific arms length sales by the Partnership of certain of its assets. The Partnership responded with its own lawsuits against the Johnson and Everest Groups to block these efforts as well as to claim damages arising from the Johnson and Everest Groups' conduct. The following lawsuits concerning the Partnership (collectively, the "Johnson/Everest Lawsuits"), which were described in detail in the Partnership's previous periodic reports, were filed in the November 2007 through April 2008 time period:
o On November 29, 2007, the Partnership and its general partners were sued in Superior Court for the County of Los Angeles, California by a Limited Partner named Danford Baker and companies named Everest Housing Investors 2, LP and Everest Management, LLC with which Mr. Baker is affiliated (collectively, "Everest"). Everest dismissed this lawsuit without prejudice on April 17, 2008.
o On or about May 6, 2008, the same Everest parties referenced above in the 1st California lawsuit filed a nearly identical Complaint against the Partnership and its general partners in the same Superior Court for the County of Los Angeles, California. Everest dismissed this 2nd California lawsuit without prejudice on November 11, 2008.
o On January 22, 2008, the Partnership and its general partners were sued in the District Court of Johnson County, Kansas by a Limited Partner named McDowell Investments, L.P. ("McDowell").
o On January 29, 2008, the Partnership and its general partners filed suit against McDowell in the Superior Court for Suffolk County, Massachusetts.
o On April 22, 2008, the Partnership and its general partners filed suit against the following defendants in the Superior Court for Suffolk County, Massachusetts.: Everest Housing Investors 2, L.P.; Everest Management LLC; Everest Properties, Inc.; Everest Properties, LLC; McDowell Investments, L.P.; MGM Holdings, LLC; Park G.P., Inc., Bond Purchase, L.L.C.; Anise L.L.C.; Paco Development, L.L.C.; Maxus Realty Trust, Inc.; David L. Johnson; W. Robert Kohorst; Danford M. Baker; Monte G. McDowell; and Kevan D. Acord
Effective April 24, 2009, the Partnership and several of the Funds reached an agreement with the Johnson and Everest Groups to resolve the Johnson/Everest Lawsuits (the "Settlement Agreement"). The Settlement Agreement provides, among other things, that (a) the parties exchange mutual releases and covenant not to bring lawsuits against each other in the future, (b) the parties dismiss claims and counterclaims asserted in the various lawsuits without prejudice, and (c) the Johnson and Everest Groups agree not to take a variety of actions which could interfere with the conduct of the business of the Funds. The Settlement Agreement also sets out a schedule for future cash distributions to the Limited Partners and for the eventual dissolution of the Partnership and QH3. The Settlement Agreement was attached as Exhibit 99-1 to the Partnership's Form 8-K filed on May 21, 2009.
In addition, effective April 24, 2009, the Partnership and QH3 entered into purchase agreements (the "Purchase Agreements") with certain members of the Johnson and Everest Groups permitting them to purchase, subject to various conditions and at specified prices which the Partnership believes represent fair market value, certain interests held by the Partnership and by QH3 in Local Limited Partnerships. The Settlement Agreement remains effective regardless of whether any of the Local Limited Partnership interests are purchased.
With respect to the Partnership, the Purchase Agreements provide for the purchase by affiliates of the Everest Group, for the total price of $1,850,000, of the Partnership's interests in:
Prince Street Towers, L.P., which owns a property in Lancaster, PA; Sencit Towne House L.P., which owns a property in Shillington, PA; and Allentown Towne House, L.P., which owns a property in Allentown, PA;and
the purchase by affiliates of the Johnson Group, for the total price of $3,300,000, of the Partnership's interests in:
Brookscrossing Apartments, L.P., which owns a property in Riverdale GA; and Leawood Associates, L.P., which owns a property in Leawood, KS.
Closing on the sales of the Leawood and Brookscrossing Local Limited Partnership interests occurred on April 30, 2009, and May 8, 2009, respectively, and the sale of the other Local Limited Partnership interests is expected to close over the coming months.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------
None. PART II
Item 5.
Item 5. Market for the Registrant's Units and Related Security Holder Matters
There is no public market for the Units, and it is not expected that a public market will develop. If a Limited Partner desires to sell Units, the buyer of those Units will be required to comply with the minimum purchase and retention requirements and investor suitability standards imposed by applicable federal or state securities laws and the minimum purchase and retention requirements imposed by the Partnership. The price to be paid for the Units, as well as the commissions to be received by any participating broker-dealers, will be subject to negotiation by the Limited Partner seeking to sell his Units. Units will not be redeemed or repurchased by the Partnership.
The Partnership Agreement does not impose on the Partnership or its General Partners any obligation to obtain periodic appraisals of assets or to provide Limited Partners with any estimates of the current value of Units.
As of March 31, 2009, there were 2,880 record holders of Units of the Partnership.
Cash distributions, when made, are paid annually. During the year ended March 31, 2009, no cash distributions were paid. A cash distribution of $15,548,170 was paid for the year ended March 31, 2008.
Item 7.
Item 7. 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 Partnership 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 Partnership believes the forward-looking statements are based on reasonable assumptions and current expectations, the Partnership 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.
Executive Level Overview
The Partnership was formed on March 30, 1989 under the laws of the Commonwealth of Massachusetts for the primary purpose of investing, as a limited partner, in Local Limited Partnerships which own and operate apartment complexes, most of which benefit from some form of federal, state or local assistance program and each of which qualifies for low-income housing tax credits. The Partnership's objectives are to: (i) provide current tax benefits in the form of Tax Credits which qualified investors may use to offset their federal income tax liability; (ii) preserve and protect the Partnership's capital; (iii) provide limited cash distributions which are not expected to constitute taxable income during Partnership's operations; and (iv) provide cash distributions from sale or refinancing transactions. The General Partners of the Partnership are Arch Street VIII, Inc., which serves as the Managing General Partner, and Arch Street IV L.P., which also serves as the Initial Limited Partner. Both of the General Partners are affiliates of MMA. The fiscal year of the Partnership ends on March 31.
As of March 31, 2009, the Partnership'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 Partnership has generated Tax Credits, net of recapture, of approximately $1,287 per Limited Partner Unit. The aggregate amount of Tax Credits generated by the Partnership was consistent with the objective specified in the Partnership's prospectus.
In May 2009, the Partnership distributed $6,315,070.83, or $92.81 per Unit to Limited Partners, representing a distribution from the proceeds of previously reported property sales, in addition to two recent property disposals; Leawood Manor and Brookscrossing. In October 2007, the Partnership distributed $15,392,688, or $226.22 per Unit, to Limited Partners. The Partnership was able to make this distribution primarily as a result of the disposition of twenty-nine of the Partnership's thirty-seven properties or Limited Partnership interests in these properties, most notably the sale of Mayfair Mansions, located in Washington, DC. We anticipate making additional distributions 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 recapture of a portion of the property's Tax Credits. The Compliance Periods of the remaining Properties in which the Partnership has an interest as of March 31, 2009, all expired on or before December 31, 2005. The Partnership disposed of two Local Limited Partnerships interests during the twelve months ended March 31, 2009. Further, the Partnership disposed of two additional Local Limited Partnerships interests in April and May 2009. The Managing General Partner has negotiated agreements that will ultimately allow the Partnership to dispose of its interest in all three remaining Local Limited Partnerships.
The Managing General Partner will continue to closely monitor the operations of the Properties and will formulate disposition strategies with respect to the Partnership's remaining Local Limited Partnership interests. The Partnership shall dissolve and its affairs shall be wound up upon the disposition of the final Local Limited Partnership interest and other assets of the Partnership. Investors will continue to be Limited Partners, receiving K-1s and quarterly and annual reports, until the Partnership is dissolved.
Critical Accounting Policies
The Partnership's accounting policies include those that relate to its recognition of investments in Local Limited Partnerships using the equity method of accounting. The Partnership's policy is as follows:
The Local Limited Partnerships in which the Partnership invests are Variable Interest Entities ("VIE"s). The Partnership 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 Partnership's investors. The general partners of the Local Limited Partnerships, who are considered to be the primary beneficiaries, control the day-to-day operations of the Local Limited Partnerships. The general partners are also 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 Partnership, through its ownership percentages, may participate in property disposition proceeds. The timing and amounts of these proceeds are unknown but can impact the Partnership's financial position, results of operations or cash flows. Because the Partnership is not the primary beneficiary of these VIEs, it accounts for its investments in the Local Limited Partnerships using the equity method of accounting. As a result of its involvement with the VIEs, the Partnership's exposure to economic and financial statement losses is limited to its investments in the VIEs ($723,169 and $691,419 at March 31, 2009 and 2008, respectively). The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future. Under the equity method, the investment is carried at cost, adjusted for the Partnership'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 Partnership'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 Partnership'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 Local Limited Partnerships, where cumulative equity in losses plus cumulative distributions have exceeded the total investment in Local Limited Partnerships, will not be recorded until all of the related unrecorded losses have been offset. To the extent that a Local Limited Partnership with a carrying value of zero distributes cash to the Partnership, that distribution is recorded as income on the books of the Partnership.
The Partnership 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 Partnership'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 current net operating income capitalized at a regional rate specific to each Local Limited Partnership less the debt of the Local Limited Partnership. During the year ended March 31, 2009, the Partnership concluded that one of the Local Limited Partnerships had experienced other-than-temporary decline in its carrying value and impairment losses were recorded for Sencit Towne House L.P., for $28,000. During the year ended March 31, 2008, the Partnership concluded that three of the Local Limited Partnerships had experienced other-than-temporary decline in their carrying values and impairment losses were recorded: Allentown Towne House L.P., for $4,000; Prince Street Towers L.P., for $374,000; and Sencit Towne House L.P. for $2,028,000. Generally, the carrying values of most Local Limited Partnerships will decline through losses and distributions in amounts sufficient to prevent other-than-temporary impairments. However, the Partnership may record similar impairment losses in the future if the expiration of tax credits outpaces losses and distributions from any of the Local Limited Partnerships.
Liquidity and Capital Resources
At March 31, 2009, the Partnership had cash and cash equivalents of $3,734,110 as compared to $2,704,392 at March 31, 2008. The increase is mainly attributable to proceeds from the sale of investments in Local Limited Partnerships and the reimbursement of advances to Local Limited Partnerships, partially offset by cash used for operating activities.
The Managing General Partner originally designated 4.00% of the Gross Proceeds as Reserves, as defined in the Partnership Agreement. The Reserves were established to be used for working capital of the Partnership 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 March 31, 2009 and 2008, approximately $3,551,000 and $2,704,392, respectively, has been designated as Reserves.
To date, professional fees relating to various Property issues totaling approximately $2,039,000 have been paid from Reserves. To date, Reserve funds in the amount of approximately $379,000 also have been used to make additional capital contributions to certain Local Limited Partnerships. In the event a Local Limited Partnership encounters operating difficulties requiring additional funds, the Partnership's management might deem it in its best interest to voluntarily provide such funds in order to protect its investment. As of March 31, 2009, the Partnership has advanced approximately $860,000 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 Partnership's ongoing operations. Reserves may be used to fund Partnership operating deficits, if the Managing General Partner deems funding appropriate. If Reserves are not adequate to cover the Partnership's operations, the Partnership 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. To date, the Partnership has used approximately $3,349,000 of operating funds to replenish Reserves.
Since the Partnership invests as a limited partner, the Partnership has no contractual duty to provide additional funds to Local Limited Partnerships beyond its specified investment. Thus, as of March 31, 2009, the Partnership had no contractual or other obligation to any Local Limited Partnership which had not been paid or provided for.
Cash Distributions
No cash distributions were made during the year ended March 31, 2009. Cash distributions of $15,548,170 was made during the year ended March 31, 2008. The Partnership is currently working on disposing of its interest in certain Local Limited Partnerships during the next twelve months. These dispositions may result in cash available for distribution, but due to the uncertainty of the sales, no guarantees can be made as to the extent of their outcome on distributions to Limited Partners. Based on the results of 2008 Property operations, the Local Limited Partnerships are not expected to distribute significant amounts of cash to the Partnership because such amounts will be needed to fund Property operating costs. In addition, many of the Properties benefit from some type of federal or state subsidy and, as a consequence, are subject to restrictions on cash distributions.
Results of Operations
The Partnership's results of operations for year ended March 31, 2009 resulted in a net income of $1,912,419 as compared to a net loss of $2,939,328 for the same period in 2008. The increase in net income is primarily attributable to a decrease in impairment on investments in Local Limited Partnerships, an increase in gain on sale of investments in Local Limited Partnerships and a decrease in provision for valuation allowance on advances to Local Limited Partnerships. Impairment on investments in Local Limited Partnerships decreased due to the Partnership recording an impairment allowance for its investments in certain Local Limited Partnerships in the prior year. The increase in gain on sale of investments in Local Limited Partnerships is due to the transfer of two Local Limited Partnerships during the current year. The decrease in provision for valuation allowance on advances to Local Limited Partnerships results from the reimbursement of advances received from one Local Limited Partnership during the year ended March 31, 2009.
Low-Income Housing Tax Credits
The Tax Credits per Limited Partner stabilized in 1992. The Tax Credits have ended, as all of the Properties have reached the end of the ten year credit period.
Property Discussions
A majority of the Properties in which the Partnership has an interest had stabilized operations and operated above breakeven as of December 31, 2008. Some Properties generate cash flow deficits that the Local General Partners of those Properties fund through project expense loans, subordinated loans or operating escrows. However, a few Properties have had persistent operating difficulties that could either: (i) have an adverse impact on the Partnership's liquidity; (ii) result in their foreclosure; or (iii) result in the Managing General Partner deeming it appropriate for the Partnership to dispose of its interest in the Local Limited Partnership. Also, the Managing General Partner, in the normal course of the Partnership'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, an IRS audit of the 1993 tax return for Bentley Court II Limited Partnership questioned the treatment of certain items and had findings of non-compliance in 1993. The IRS then expanded the scope of the audit to include the 1994 and 1995 tax returns. As a result, the IRS disallowed the Property's Tax Credits for each of these years (the disallowance of the 1993, 1994 and 1995 Tax Credits applies only to the Limited Partners of the Partnership that claimed Tax Credits for those years and the recapture applies to all current Limited Partners of the Partnership). On behalf of the Partnership, the Managing General Partner retained counsel to appeal the IRS's findings in order to minimize the loss of Tax Credits. This administrative appeal has been unsuccessful, and the IRS has not retracted its position of disallowing Tax Credits for 1993, 1994 and 1995, a total of $2,562,173, plus accrued interest of approximately $3,900,000, or approximately $95 per Unit. Based on advice of tax counsel, the Managing General Partner determined to concede the disallowance of Tax Credits for those three years.
In addition, the Local General Partner received notification that the IRS was expanding its claims to recapturing $502,472 of Tax Credits taken in 1990, 1991 and 1992, plus accrued interest of approximately $800,000, or approximately $20 per Unit. Based on advice of tax counsel, the Managing General Partner determined to challenge the IRS's findings with respect to this $502,472 of recapture, and a trial was held on this issue in November 2005. In May 2006, the Tax Court ruled against the Partnership. Upon advice of counsel, this decision was not appealed by the Managing General Partner.
It is possible that the IRS will further expand its claims for additional amounts with respect to other years. However, counsel has advised that the statute of limitations has expired for the tax years 1996, 1997 and 1998. At this point, there appears to be no possibility of a settlement with the IRS, and the Managing General Partner anticipates that the IRS will forward the assessments for disallowance and recapture directly to the affected Limited Partners. The accrued interest calculations above respecting the disallowance and recapture of Tax Credits are estimates only, based upon a rate of 8% simple interest from the dates that the taxes were deemed to be owed. The Managing General Partner has not included estimates for penalties because it is not expecting them. However, it is possible that the IRS will attempt to claim penalties. Tax counsel has advised that Limited Partners that acquired Units after 1998 will not be affected by these assessments. The Managing General Partner strongly recommends that Limited Partners consult with their tax advisors regarding the appropriate treatment of any disallowance or recapture assessments.
As previously reported, the Managing General Partner began marketing Bentley Court II in May 2008. On October 9, 2008, the Property was sold, effectively terminating the Partnership's interest in the Local Limited Partnership that owned and operated this Property. The sale resulted in the Partnership receiving a total of $2,833,748, or $41.65 per Unit. $658,017 of these proceeds were applied against advances that the Partnership had made to the Local Limited Partnership during the current and previous years. This disposition resulted in 2008 taxable income of $1,412,428 or about $20.76 per Unit. The Partnership no longer has an interest in this Local Limited Partnership.
As previously reported, the Managing General Partner expected a disposition of 46th and Vincennes, located in Chicago, Illinois, during 2008. On May 30, 2008, an assignment of interest in the Local Limited Partnership was executed by the Partnership, effectively terminating the Partnership's interest in the Local Limited Partnership. No proceeds from the transfer of interest were received by the Partnership, but approximately $56,000 of cumulative priority distributions from the Local Limited Partnership was received in January 2009 after a developer fee escrow was released. The Managing General Partner reported 2008 taxable income of $929,996, or $13.67 per Unit. The Partnership's investment value in the Local Limited Partnership has been zero since 1999. The assignment of interest did not have an impact on the Partnership's financial position, results of operations or cash flows. The Partnership no longer has an interest in this Local Limited Partnership.
As previously reported, the Managing General Partner negotiated an agreement to transfer the Local General Partner interest in West Pine, located in Findlay, Pennsylvania, to an affiliate of the Allegheny County Housing Authority ("ACHA"), contingent upon receiving approval from the U.S. Department of Housing and Urban Development ("HUD"). HUD approval was received, and the Local General Partner interest was transferred on October 17, 2003. In addition, the ACHA informed the Managing General Partner of its interest in acquiring the Partnership's interest in the Local Limited Partnership, pending their assumption of the Local General Partner interest. Concurrent with the replacement of the Local General Partner, another ACHA affiliate acquired 30% of the Partnership's limited partner interest in the Local Limited Partnership. As part of this transaction, the Partnership acquired a put option for the remaining 70% exercisable for $1 anytime after the expiration of the Compliance Period on December 31, 2006. West Pine generated its final year of Tax Credits in 2001. The Managing General Partner's pursuit of an exit strategy culminated in the transfer of the Partnership's interest in the Local Limited Partnership for $20,000, or $0.29 per Unit, on December 2, 2007. The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, will retain the sales proceeds in Reserves for the time being until it deems a subsequent distribution to be prudent. This transaction resulted in 2007 taxable income of $519,798, or $7.64 per Unit. The Partnership no longer has an interest in this Local Limited Partnership.
In accordance with the terms of their respective Local Limited Partnership Agreements, the Managing General Partner, effective November 28, 2007, transferred the Partnership's interest in the following Local Limited Partnerships: Prince Street Towers, L.P., located in Lancaster, Pennsylvania; Sencit Towne House L.P., located in Shillington, Pennsylvania; and Allentown Towne House, L.P., located in Allentown, Pennsylvania. The interests in the aforementioned Local Limited Partnerships were transferred to MMA Lancaster North, L.P., MMA Sencit Townhouse, L.P. and MMA Allentown Towne House, L.P., respectively (together, the "Transferee Partnerships"). The Partnership is the sole limited partner of each of the Transferee Partnerships. An affiliate of the Partnership is the general partner of each of the Transferee Partnerships and has obtained a 1% interest in each of the Transferee Partnerships in exchange for a promissory note in favor of the Partnership.
In processing these transactions, the Managing General Partner acted out of necessity, due to the impending expiration of the Partnership's ability to transfer its interest in the above-mentioned Local Limited Partnerships without the Local General Partner's consent. As previously disclosed, these Local Limited Partnership interests were originally expected to be sold as part of a settlement agreement between the Partnership, Boston Financial Qualified Housing Tax Credits L.P. III, , Boston Financial Qualified Housing Tax Credits L.P. V, Boston Financial Tax Credit Fund VII, A Limited Partnership, and certain of their affiliates on the one hand, and on the other hand, Everest Housing Investors 2, LP, certain of its affiliates, Park GP, Inc., Bond Purchase, L.L.C, Anise, L.L.C., and Paco Development, L.L.C. (together, the "Everest and Park Parties"). When the Everest and Park Parties failed to exercise their option to purchase these Local Limited Partnership interests, the above-described transfers were carried out. The Managing General Partner may now have flexibility in being able to dispose of the Partnership's interest in the Local Limited Partnerships without the Local General Partners' consent, expediting the Managing General Partner's ability to liquidate the assets of, and dissolve, the Partnership. It is possible that such Local General Partner may contest this right to free transferability.
Effective April 24, 2009, contemporaneously with signing the Settlement Agreement, the Managing General Partner and the Everest and Park Parties have entered into a Purchase Agreement which creates rights for the Johnson/Everest Group to acquire the Partnership's interests in MMA Lancaster North, L.P., MMA Sencit Towne House, L.P. and MMA Allentown Towne House, L.P. for cash at fair market prices, for an aggregate sum of $1,850,000, or about $27.19 per Unit. The Managing General Partner expects the sale of these Local Limited Partnership interests to occur in November 2009.
As previously reported, the Partnership's interest in the Local Limited Partnership that owns Mayfair Mansions, located in Washington, DC, was terminated upon the July 2006 sale of the Property to an unaffiliated entity. The Partnership received net sales proceeds in 2006 of $12,794,835, or $188.04 per Unit, resulting in taxable income of $17,236,598, or $253.32 per Unit. The Managing General Partner believed that the Partnership had a claim of up to an additional $1,500,000 of sale proceeds under the terms of the partnership agreement and investment documents for this Local Limited Partnership. The Local General Partners disputed that at least a portion of this amount was due.
On behalf of the Partnership, the Managing General Partner retained counsel and filed suit in the Superior Court of the District of Columbia (Civil Action No. 0006755-06) seeking a declaratory judgment and damages. The Local General Partners filed counter-claims and disputed the Partnership's claims. On January 10, 2007, representatives of the Managing General Partner and the Local General Partners reached a settlement during court-ordered mediation with regard to all of the above referenced legal claims. All pending legal matters were subsequently dismissed with prejudice. The settlement required an additional distribution in the amount of $1,096,441, or $16.11 per Unit, that was received by the Partnership in October 2007. As previously reported, the Managing General Partner estimated the additional distribution would result in 2007 taxable income equal to the settlement distribution. Actual 2007 taxable income of $46,441, or $0.68 per Unit, was incurred by the Partnership. This amount was significantly lower than estimated because the Partnership included, as part of the total 2006 gain of $17,236,598, or $253.32 per Unit, an estimated amount of $1,050,000, or $15.43 per Unit, from the settlement proceeds. The Partnership distributed a majority of the initial net sales proceeds in October 2007. The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, will retain the remaining sales proceeds in Reserves for the time being until it deems a subsequent distribution to be prudent. In March 2008, the Partnership received an additional distribution of $13,904, or $0.20 per Unit. In accordance with the terms of the Partnership agreement, the Managing General Partner retained these funds in Reserves. This distribution resulted in 2008 taxable income of $13,904, or $0.20 per Unit. The Partnership no longer has an interest in this Local Limited Partnership.
As previously reported, the Managing General Partner anticipated the termination of the Partnership's interest in the Local Limited Partnership that owned Oakview Square, located in Chesterfield, Michigan, upon the sale of the Property. The sale of this Property, which resulted in net proceeds during the year ended March 31, 2007 to the Partnership of $100,000, or $1.47 per Unit, occurred on February 28, 2007, effectively terminating the Partnership's interest in this Local Limited Partnership. In October 2007, the Partnership received additional proceeds of $74,426, or $1.09 per Unit, upon a reconciliation of tax and utility payments. This sale resulted in a 2007 taxable loss of $59,158, or $0.87 per Unit. In April 2008, the Partnership received final sale proceeds of $7,146, or $0.11 per Unit. In accordance with the terms of the Partnership agreement, the Managing General Partner retained these funds in Reserves. This distribution resulted in 2008 taxable income of $7,146, or $0.11 per Unit. The Partnership no longer has an interest in this Local Limited Partnership.
Effective April 24, 2009, contemporaneously with signing the Settlement Agreement, the Managing General Partner and the Everest and Park Parties have entered into a Purchase Agreement which creates rights for the Johnson/Everest Group to acquire the Partnership's interests in Leawood Associates, L.P., the partnership that owns Leawood Manor, located in Leawood, Kansas, and Brookscrossing Apartments Limited Partnership, the partnership that owns Brookscrossing, located in Riverdale, Georgia, for cash at fair market prices. On April 30, 2009, the Managing General Partner exercised the Partnership's put option and transferred its interest in the Local Limited Partnership that owned Leawood Manor, located in Leawood, Kansas, for $3,318,768 or about $48.77 per Unit. Proceeds related to this sale were received on April 30, 2009. The Managing General Partner expects the sale of this Local Limited Partnership to result in a 2009 estimated taxable gain of approximately $2,916,436, or about $42.86 per Unit. As of April 30, 2009, the Partnership no longer has an interest in this Local Limited Partnership.
On May 8, 2009, the Managing General Partner exercised the Partnership's put option and transferred its interest in the Local Limited Partnership that owned Brookscrossing, located in Riverdale, Georgia, for $100,000 or about $1.47 per Unit. Proceeds related to this sale were received on May 8, 2009. The Managing General Partner expects the sale of this Local Limited Partnership to result in a 2009 estimated taxable gain of approximately $1,666,247, or about $24.49 per Unit. As of May 8, 2009, the Partnership no longer has an interest in this Local Limited Partnership.
Inflation and Other Economic Factors
Inflation had no material impact on the operations or financial condition of the Partnership for the years ended March 31, 2009 and 2008.
Since most of the Properties benefit from some sort of government assistance, the Partnership is subject to the risks inherent in that area including decreased subsidies, difficulties in finding suitable tenants and obtaining permission for rent increases. In addition, any Tax Credits allocated to investors with respect to a Property are subject to recapture to the extent that the Property or any portion thereof ceases to qualify for Tax Credits.
Certain Properties in which the Partnership has invested are located in areas suffering from poor economic conditions. Such conditions could have an adverse effect on the rent or occupancy levels at such Properties. Nevertheless, the Managing General Partner believes that the generally high demand for below-market rate housing will tend to negate such factors. However, no assurance can be given in this regard.
Item 8.
Item 8. Financial Statements and Supplementary Data
Information required under this Item is submitted as a separate section of this Report. See Index on page hereof.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure - -------------------------------------------------------------------------
None.
Item 9A.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure. Based on that evaluation, management has concluded that as of March 31, 2009, our disclosure controls and procedures were effective.
Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management conducted an assessment of the effectiveness of our internal control over financial reporting. This assessment was based upon the criteria for effective internal control over financial reporting established in Internal Control -- Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Partnership's internal control over financial reporting involves a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes the controls themselves, as well as monitoring of the controls and internal auditing practices and actions to correct deficiencies identified. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Management assessed the Partnership's internal control over financial reporting as of March 31, 2009. Based on this assessment, management concluded that, as of March 31, 2009, the Partnership's internal control over financial reporting were designed effectively.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The Managing General Partner of the Partnership is Arch Street VIII, Inc., a Massachusetts corporation (the "Managing General Partner"), an affiliate of MMA. The Managing General Partner was incorporated in December 1988. The Investment Committee of the Managing General Partner approved all investments. The names and positions of the principal officers and the directors of the Managing General Partner are set forth below.
Name Position ________ ______________________ Greg Judge Executive Vice President Michael H. Gladstone Principal, Member
The other General Partner of the Partnership is Arch Street IV Limited Partnership, a Massachusetts Limited Partnership ("Arch Street IV L.P.") that was organized in December 1988. Arch Street VIII, Inc. is the managing general partner of Arch Street IV L.P.
The Managing General Partner provides day-to-day management of the Partnership. Compensation is discussed in Item 11
Item 11. Management Remuneration
Neither the directors nor officers of Arch Street VIII, Inc., nor the partners of Arch Street IV L.P. nor any other individual with significant involvement in the business of the Partnership receives any current or proposed remuneration from the Partnership.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 31, 2009, the following are the only entities known to the Partnership to be the beneficial owners of more than 5% of the Units outstanding:
The equity securities registered by the Partnership under Section 12(g) of the Act of 1934 consist of 100,000 Units, of which 68,043 were sold to the public. The remaining Units were deregistered in Post-Effective Amendment No. 3, dated February 21, 1990. Holders of Units are permitted to vote on matters affecting the Partnership only in certain unusual circumstances and do not generally have the right to vote on the operation or management of the Partnership.
Arch Street IV L.P. owns five (unregistered) Units not included in the 68,043 Units sold to the public.
Except as described in the preceding paragraph, neither Arch Street VIII, Inc., Arch Street IV L.P., MMA nor any of their executive officers, directors, principals or affiliates is the beneficial owner of any Units. None of the foregoing persons possess a right to acquire beneficial ownership of Units.
The Partnership does not know of any existing arrangement that might at a later date result in a change in control of the Partnership.
Item 13.
Item 13. Certain Relationships and Related Transactions
The Partnership paid certain fees to and reimbursed certain expenses of the Managing General Partner or its affiliates in connection with the organization of the Partnership and the offering of Units. The Partnership is also required to pay certain fees to and reimburse certain expenses of the Managing General Partner or its affiliates in connection with the administration of the Partnership and its acquisition and disposition of investments in Local Limited Partnerships. In addition, the General Partners are entitled to certain Partnership distributions under the terms of the Partnership Agreement. Also, an affiliate of the General Partners will receive up to $10,000 from the sale or refinancing proceeds of each Local Limited Partnership, if it is still a limited partner at the time of such transaction. All such fees and distributions are more fully described in the sections entitled "Estimated Use of Proceeds", "Management Compensation and Fees" and "Profits and Losses for Tax Purposes, Tax Credits and Cash Distributions" of the Prospectus. Such sections are incorporated herein by reference.
The Partnership is permitted to enter into transactions involving affiliates of the Managing General Partner, subject to certain limitations established in the Partnership Agreement.
Information regarding the fees paid and expense reimbursements made in the two years ending March 31, 2009 is presented as follows:
Organizational Fees and Expenses
In accordance with the Partnership Agreement, affiliates of the General Partner were reimbursed by the Partnership for organizational, offering and selling expenses advanced on behalf of the Partnership for salaries and direct expenses of certain employees of the Managing General Partner and its affiliates in connection with the registration and organization of the Partnership. Such expenses included printing expenses and legal, accounting, escrow agent and depository fees and expenses. Such expenses also included a non-accountable expense allowance for marketing expenses equal to 1% of the Gross Proceeds. Organization and offering fees and expenses of $8,351,601 were incurred on behalf of the Partnership were paid and reimbursed to an affiliate of the Managing General Partner. Total organization and offering expenses did not exceed 5.50% of the Gross Proceeds. No payments were made or expenses reimbursed in each of two years ended March 31, 2009.
Acquisition Fees and Expenses
In accordance with the Partnership Agreement, the Partnership was required to pay acquisition fees to and reimburse acquisition expenses of the Managing General Partner or its affiliates for selecting, evaluating, structuring, negotiating and closing the Partnership's investments in Local Limited Partnerships. Acquisition fees totaled 7.50% of the Gross Proceeds. Acquisition expenses, which included such expenses as legal fees and expenses, travel and communications expenses, costs of appraisals, accounting fees and expenses, did not exceed 1.75% of the Gross Proceeds. Acquisition fees totaling $5,080,756 for the closing of the Partnership's Local Limited Partnership investments were paid to an affiliate of the Managing General Partner. Acquisition expenses totaling $974,240 were incurred and were reimbursed to an affiliate of the Managing General Partner. No payments were made or expenses reimbursed in each of the two years ended March 31, 2009.
Asset Management Fees
In accordance with the Partnership Agreement, an affiliate of the Managing General Partner is paid an annual fee for services in connection with the administration of the affairs of the Partnership. The affiliate receives the base amount of $5,500 (annually adjusted by the CPI factor) per Local Limited Partnership as the annual Asset Management Fee. Fees earned in each of the two years ended March 31, 2009 are as follows:
Cash Distributions Paid to the General Partners
In accordance with the Partnership Agreement, the General Partners of the Partnership, Arch Street VIII, Inc. and Arch Street IV L.P., receive 1% of cash distributions paid to partners.
A cash distribution of $155,482 was made to the General Partners during the year ended March 31, 2008.
Additional information concerning cash distributions and other fees paid or payable to the Managing General Partner and its affiliates and the reimbursement of expenses paid or payable to MMA and its affiliates during each of the two years ended March 31, 2009 is presented in Note 4 to the Financial Statements.
Item 14.
Item 14. Principal Accountant Fees and Services
The Partnership paid or accrued fees for services rendered by the principal accountants for the two years ended March 31, 2009 as follows:
No other fees were paid or accrued to the principal accountants during the two years ended March 31, 2009.
Item 15.
Item 15. Exhibits, Financial Statement Schedules and Director Independence
(a) Documents filed as a part of this Report
In response to this portion of Item 15, the financial statements and the auditors' reports relating thereto are submitted as a separate section of this Report. See Index to the Financial Statements on page hereof.
All other financial statement schedules and exhibits for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under related instructions or are inapplicable and therefore have been omitted.
(b) 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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV
By: Arch Street VIII, Inc. its Managing General Partner
By: /s/Greg Judge Date: July 15, 2009 ---------------------------------- ------------- Greg Judge President Arch Street VIII, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Managing General Partner of the Partnership and in the capacities and on the dates indicated:
By: /s/ Greg Judge Date: July 15, 2009 ----------------------------------- ------------- Greg Judge President Arch Street VIII, Inc.
By: /s/Michael H. Gladstone Date: July 15, 2009 ----------------------------- ------------- Michael H. Gladstone Vice President Arch Street VIII, Inc.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
Annual Report on Form 10-K For the Year Ended March 31, 2009 Index
Page No.
Report of Independent Registered Public Accounting Firm for the years ended March 31, 2009 and 2008
Financial Statements
Balance Sheet - March 31, 2009 and 2008
Statements of Operations - For the years ended March 31, 2009 and 2008
Statements of Changes in Partners' Equity - For the years ended March 31, 2009 and 2008
Statements of Cash Flows - For the years ended March 31, 2009 and 2008
Notes to the Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Boston Financial Qualified Housing Tax Credits L.P. IV
We have audited the accompanying balance sheets of Boston Financial Qualified Housing Tax Credits L.P. IV as of March 31, 2009 and 2008, and the related statements of operations, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain operating limited partnerships as of and for the year ended March 31, 2009 and 2008 in which the Partnership owns a limited partnership interest. Investments in such partnerships are stated at $0 and $700,283 at March 31, 2009 and 2008, respectively, and the Partnership's equity in income (loss) of these operating limited partnerships is stated at $3,604,943 and $(399,718) for the years then ended, respectively. The financial statements of those operating limited partnerships were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to information relating to those operating limited partnerships, is based solely on the reports of the other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Boston Financial Qualified Housing Tax Credits L.P. IV as of March 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ Reznick Group, P.C.
Vienna, Virginia July 15, 2009
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
BALANCE SHEETS March 31, 2009 and 2008
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
STATEMENTS OF OPERATIONS For the Years Ended March 31, 2009 and 2008
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' EQUITY For the Years Ended March 31, 2009 and 2008
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
STATEMENTS OF CASH FLOWS For the Years Ended March 31, 2009 and 2008
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
1. Organization
Boston Financial Qualified Housing Tax Credits L.P. IV (the "Partnership") was formed on March 30, 1989 under the laws of the Commonwealth of Massachusetts for the primary purpose of investing, as a limited partner, in other limited partnerships ("Local Limited Partnerships") which own and operate apartment complexes, most of which benefit from some form of federal, state or local assistance program and each of which qualifies for low-income housing tax credits. The Partnership's objectives are to: (i) provide current tax benefits in the form of tax credits which qualified investors may use to offset their federal income tax liability; (ii) preserve and protect the Partnership's capital; (iii) provide limited cash distributions which are not expected to constitute taxable income during Partnership operations; and (iv) provide cash distributions from sale or refinancing transactions. The General Partners of the Partnership are Arch Street VIII, Inc., which serves as the Managing General Partner, and Arch Street IV L.P., which also serves as the Initial Limited Partner. Both of the General Partners are affiliates of MMA Financial, Inc. ("MMA"). The fiscal year of the Partnership ends on March 31. On June 26, 2009, Municipal Mortgage & Equity, LLC (the parent company of MMA Financial, Inc.) entered into a purchase and sale agreement with JEN I, L.P. for the sale of substantially all of its low-income housing tax credit business, including the Partnership and its General Partners. Upon the consummation of the sale transaction (expected to occur on or before August 31, 2009), the General Partners will be owned or controlled by JEN I, L.P.
The Partnership's partnership agreement ("Partnership Agreement") authorized the sale of up to 100,000 units of Limited Partnership Interest ("Units") at $1,000 per Unit, adjusted for certain discounts. The Partnership raised $67,653,000 ("Gross Proceeds"), net of discounts of $390,000, through the sale of 68,043 Units. Such amounts exclude five unregistered Units previously acquired for $5,000 by the Initial Limited Partner, which is also one of the General Partners. The offering of Units terminated on January 31, 1990.
Under the terms of the Partnership Agreement, the Partnership originally designated 4.00% of the Gross Proceeds from the sale of Units as a reserve for working capital of the Partnership and contingencies related to ownership of Local Limited Partnership interests. The Managing General Partner may increase or decrease such amounts from time to time as it deems appropriate. At March 31, 2009 and 2008, the Managing General Partner has designated approximately $3,551,000 and $2,704,392, respectively, as such Reserves.
Generally, profits, losses, tax credits and cash flows 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.
2. Significant Accounting Policies
Cash Equivalents
Cash equivalents represent short-term, highly liquid instruments with original maturities of 90 days or less.
Concentration of Credit Risk
The Partnership invests its cash primarily in money market funds with commercial banks. At times, cash balances at a limited number of banks and financial institutions may exceed federally insured amounts. Management believes it mitigates its credit risk by investing in major financial institutions.
Investment Securities
The Partnership's investment securities were classified as "Available for Sale" securities and reported at fair value as reported by the brokerage firm at which the securities were held. All investment securities had fixed maturities. Realized gains and losses from the sales of securities were based on the specific identification method. Unrealized gains and losses are excluded from earnings and reported as a separate component of partners' equity.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
2. Significant Accounting Policies (continued)
Investments in Local Limited Partnerships
The Local Limited Partnerships in which the Partnership invests are Variable Interest Entities ("VIE"s). The Partnership 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 Partnership's investors. The general partners of the Local Limited Partnerships, who are considered to be the primary beneficiaries, control the day-to-day operations of the Local Limited Partnerships. The general partners are also 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 Partnership, through its ownership percentages, may participate in property disposition proceeds. The timing and amounts of these proceeds are unknown but can impact the Partnership's financial position, results of operations or cash flows. Because the Partnership is not the primary beneficiary of these VIEs, it accounts for its investments in the Local Limited Partnerships using the equity method of accounting. As a result of its involvement with the VIEs, the Partnership's exposure to economic and financial statement losses is limited to its investments in the VIEs ($723,169 and $691,419 at March 31, 2009 and 2008, respectively). The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future. Under the equity method, the investment is carried at cost, adjusted for the Partnership'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 Partnership'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 Partnership'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 Local Limited Partnerships, where cumulative equity in losses plus cumulative distributions have exceeded the total investment in Local Limited Partnerships, will not be recorded until all of the related unrecorded losses have been offset. To the extent that a Local Limited Partnership with a carrying value of zero distributes cash to the Partnership, that distribution is recorded as income on the books of the Partnership.
The Tax Credits generated by Local Limited Partnerships are not reflected on the books of the Partnership as such credits are allocated to partners for use in offsetting their Federal income tax liability.
Excess investment costs over the underlying net assets acquired have arisen from acquisition fees paid and expenses reimbursed to an affiliate of the Partnership. These fees and expenses are included in the Partnership's investments in Local Limited Partnerships and are being amortized on a straight-line basis over 35 years or until a Local Limited Partnership's respective investment balance has been reduced to zero.
The Partnership may provide advances to the Local Limited Partnerships to finance operations or to make debt service payments. The Partnership assesses the collectibility of any advances at the time the advance is made and records a reserve if collectibility is not reasonably assured.
The Partnership does not guarantee any of the mortgages or other debt of the Local Limited Partnerships.
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 December 31, 2008 and 2007 and for the years then ended.
The Partnership, as a limited partner in the Local Limited Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance and continued eligibility for tax credits. If the cost of operating a property exceeds the rental income earned thereon, the Partnership may deem it in its best interest to voluntarily provide funds in order to protect its investment.
The Partnership 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
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
2. Significant Accounting Policies (continued)
Investments in Local Limited Partnerships (continued)
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 Partnership'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 current net operating income capitalized at a regional rate specific to each Local Limited Partnership less the debt of the Local Limited Partnership. Generally, the carrying values of most Local Limited Partnerships will decline through losses and distributions in amounts sufficient to prevent other-than-temporary impairments. However, the Partnership may record similar impairment losses in the future if the expiration of tax credits outpaces losses and distributions from any of the Local Limited Partnerships.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
Statements of Financial Accounting Standards No. 107 ("SFAS No. 107"), Disclosures About Fair Value of Financial Instruments, requires disclosure for the fair value of most on- and off-balance sheet financial instruments for which it is practicable to estimate that value. The scope of SFAS No. 107 excludes certain financial instruments, such as trade receivables and payables when the carrying value approximates the fair value and investments accounted for under the equity method, and all nonfinancial assets, such as real property. Unless otherwise described, the fair values of the Partnership's assets and liabilities which qualify as financial instruments under SFAS No. 107 approximate their carrying amounts in the accompanying balance sheets.
Income Taxes
No provision for income taxes has been made as the liability for such taxes is an obligation of the partners of the Partnership.
In December 2008, the Financial Accounting Standards Board (`FASB") issued Interpretation No. 48-3 "Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises" ("FIN48-3"). FIN48-3 deferred the effective date of FIN48 for certain nonpublic organizations. The deferred effective date is intended to give the FASB additional time to develop guidance on the application of FIN48 by pass-through and not-for-profit entities. The General Partner may modify the Partnership's disclosures if the FASB's guidance regarding the application of FIN48 to pass-through entities changes.
Effect of New Accounting Principles
SFAS No. 157
In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"), which provides enhanced guidance for using fair value to measure assets and liabilities. SFAS No. 157 establishes a common definition of fair value, provides a framework for measuring fair value under U.S. generally accepted accounting principles and expands disclosure requirements about fair value measurements. SFAS No. 157 is effective for financial statements issued in fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In February 2008, the FASB issued FASB Staff Position 157-2, "Effective Date of FASB Statement No. 157", which delays the effective date of SFAS No. 157 for all nonfinancial assets and liabilities except those that are recognized or disclosed at fair value in the financial
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
2. Significant Accounting Policies (continued)
Effect of New Accounting Principles (continued)
SFAS No. 157 (continued)
statements on at least an annual basis until November 15, 2008. The Partnership adopted the provisions of SFAS No. 157 for financial assets and liabilities recognized at fair value on a recurring basis effective April 1, 2008. The partial adoption of SFAS No. 157 did not have a material impact on the Partnership's Financial Statements. The Partnership does not expect the adoption of the remaining provisions of SFAS No. 157 to have a material effect on the Partnership's financial position, operations or cash flow. This standard requires that a Partnership measure its financial assets and liabilities using inputs from the three levels of the fair value hierarchy. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Partnership has the ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs reflect the Partnership's judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Partnership develops these inputs based on the best information available, including the Partnership's own data.
Financial assets accounted for at fair value on a recurring basis at March 31, 2009 include cash equivalents of $3,734,110.
SFAS No. 159
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS No. 159"), which permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Partnership has not elected to measure any financial assets and financial liabilities at fair value under the provisions of SFAS No. 159.
3. Investments in Local Limited Partnerships
The Partnership 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 Partnership's ownership interest in each Local Limited Partnership is 99%, except for Leawood Manor where the Partnership's ownership interest is 89%. The Partnership may have negotiated or may negotiate options with the Local General Partners to purchase or sell the Partnership'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.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
3. Investments in Local Limited Partnerships (continued)
The following is a summary of investments in Local Limited Partnerships at March 31, 2009 and 2008:
For the year ended March 31, 2009, the Partnership advanced $41,717 to one of the Local Limited Partnerships, all of which was reimbursed. In addition, $616,300 was also reimbursed from the Local Limited Partnership relating to advances made and reserved for in previous years. The Partnership 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.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
3. Investments in Local Limited Partnerships (continued)
Summarized combined financial information of the Local Limited Partnerships in which the Partnership has invested as of December 31, 2008 and 2007 (due to the Partnership's policy of reporting the financial information of its Local Limited Partnership interests on a 90 day lag basis) is as follows:
Summarized Balance Sheets - as of December 31,
Summarized Statements of Operations - for the years ended December 31,
For the years ended March 31, 2009 and 2008, the Partnership has not recognized $646,126 and $947,169, respectively, of equity in losses relating to certain Local Limited Partnerships in which cumulative equity in losses and distributions exceeded its total investment in these Local Limited Partnerships. Previously unrecognized losses of $3,859,967 were included in losses recognized in the year ended March 31, 2009.
The Partnership's equity (deficiency) as reflected by the Local Limited Partnerships of $2,295,261 and ($2,130,799) at March 31, 2009 and 2008, respectively, differs from the Partnership's investments in Local Limited Partnerships before adjustments of $4,373,777 and $6,089,870 at March 31, 2009 and 2008, respectively, primarily due to cumulative unrecognized losses as described above and advances to Local Limited Partnerships that the Partnership included in investments in Local Limited Partnerships.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
3. Investments in Local Limited Partnerships (continued)
For the year end March 31, 2009, one of the Local Limited Partnerships with a carrying value of zero was considered to have operating issues significant enough to warrant their independent auditors to issue audit reports that raised substantial doubt about the Local Limited Partnership's ability to continue as a going concern. However, the Partnership believes that support from the Local General Partner and adequate Local Limited Partnership reserve levels will likely mitigate substantial risk to the Partnership.
The Partnership's interest in one of its investments in Local Limited Partnerships was sold during the year ended March 31, 2009, resulting in a gain on sale of $2,175,731. The Partnership's interest in another of its investments in Local Limited Partnerships was transferred during the year ended March 31, 2009, having no impact on the Partnership's financial position, results of operations or cash flows. During the year ended March 31, 2008, the Partnership recorded sale proceeds receivable of $7,146 related to the prior year sale of one Local Limited Partnership.
4. Transactions with Affiliates
An affiliate of the Managing General Partner receives the base amount of $5,500 (annually adjusted by the CPI factor) per Local Limited Partnership as the annual Asset Management Fee for administering the affairs of the Partnership. Asset Management Fees for the years ended March 31, 2009 and 2008 were $61,939 and $78,453, respectively. During the years ended March 31, 2009 and 2008, Asset Management Fees of $66,687 and $82,372, respectively, were paid out of available cash flow. As of March 31, 2009 and 2008, $11,926 and $16,674, respectively, is payable to an affiliate of the Managing General Partner for Asset Management Fees.
An affiliate of the General Partner is reimbursed for the actual cost of the Partnership's operating expenses. As of March 31, 2009 and 2008, $10,415 and $704,560, respectively, is reimbursable to the affiliate.
An affiliate of the Managing General Partner is reimbursed for the cost of the Partnership's salaries and benefits expenses. Included in general and administrative expenses for the years ended March 31, 2009 and 2008 is $65,160 and $73,951, respectively, which the Partnership has incurred for these expenses. During the year ended March 31, 2009 and 2008, salaries and benefits of $77,951 and $40,115, respectively, were paid to the affiliate of the Managing General Partner. As of March 31, 2009 and 2008, $21,045 and $33,836, respectively, of reimbursements to an affiliate of the Managing General Partner remains unpaid.
5. Legal Procedings
As previously reported, the Partnership, its general partners and additional Boston Financial public funds (the "Funds") reached an agreement in February, 2007 to resolve several lawsuits and pending disputes between the Partnership and the Funds and their general partners on the one hand, and a group of Limited Partner investors on the other hand. The group of investors included Park G.P., Inc., Bond Purchase, L.L.C. and various other entities related to David L. Johnson (the "Johnson Group") and Everest Housing Investors 2, LLC and various other Everest-related entities (the "Everest Group"; the Johnson Group and the Everest Group are hereinafter collectively referred to as the "Johnson and Everest Groups"). Per the terms of the parties' agreement, these lawsuits were then dismissed. The Johnson and Everest Groups further agreed at that time to refrain from interfering in various ways with the conduct of the business of the Partnership and the business of Boston Financial Qualified Housing Tax Credits L.P. III ("QH3").
Also as previously reported, beginning in November, 2007, the Johnson and Everest Groups filed new lawsuits against the Partnership and its general partners in various jurisdictions as part of an effort to replace the existing general partners with parties related to the Everest Group, to prevent the Partnership from selling any of its assets without limited partner consent and to interfere with specific arms length sales by the Partnership of certain of its assets. The Partnership responded with its own lawsuits against the Johnson and Everest Groups to block these
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
5. Legal Procedings (continued)
efforts as well as to claim damages arising from the Johnson and Everest Groups' conduct. The following lawsuits concerning the Partnership (collectively, the "Johnson/Everest Lawsuits"), which were described in detail in the Partnership's previous periodic reports, were filed in the November 2007 through April 2008 time period:
o On November 29, 2007, the Partnership and its general partners were sued in Superior Court for the County of Los Angeles, California by a Limited Partner named Danford Baker and companies named Everest Housing Investors 2, LP and Everest Management, LLC with which Mr. Baker is affiliated (collectively, "Everest"). Everest dismissed this lawsuit without prejudice on April 17, 2008.
o On or about May 6, 2008, the same Everest parties referenced above in the 1st California lawsuit filed a nearly identical Complaint against the Partnership and its general partners in the same Superior Court for the County of Los Angeles, California. Everest dismissed this 2nd California lawsuit without prejudice on November 11, 2008.
o On January 22, 2008, the Partnership and its general partners were sued in the District Court of Johnson County, Kansas by a Limited Partner named McDowell Investments, L.P. ("McDowell").
o On January 29, 2008, the Partnership and its general partners filed suit against McDowell in the Superior Court for Suffolk County, Massachusetts.
o On April 22, 2008, the Partnership and its general partners filed suit against the following defendants in the Superior Court for Suffolk County, Massachusetts.: Everest Housing Investors 2, L.P.; Everest Management LLC; Everest Properties, Inc.; Everest Properties, LLC; McDowell Investments, L.P.; MGM Holdings, LLC; Park G.P., Inc., Bond Purchase, L.L.C.; Anise L.L.C.; Paco Development, L.L.C.; Maxus Realty Trust, Inc.; David L. Johnson; W. Robert Kohorst; Danford M. Baker; Monte G. McDowell; and Kevan D. Acord
Effective April 24, 2009, the Partnership and several of the Funds reached an agreement with the Johnson and Everest Groups to resolve the Johnson/Everest Lawsuits (the "Settlement Agreement"). The Settlement Agreement provides, among other things, that (a) the parties exchange mutual releases and covenant not to bring lawsuits against each other in the future, (b) the parties dismiss claims and counterclaims asserted in the various lawsuits without prejudice, and (c) the Johnson and Everest Groups agree not to take a variety of actions which could interfere with the conduct of the business of the Funds. The Settlement Agreement also sets out a schedule for future cash distributions to the Limited Partners and for the eventual dissolution of the Partnership and QH3. The Settlement Agreement was attached as Exhibit 99-1 to the Partnership's Form 8-K filed on May 21, 2009.
In addition, effective April 24, 2009, the Partnership and QH3 entered into purchase agreements (the "Purchase Agreements") with certain members of the Johnson and Everest Groups permitting them to purchase, subject to various conditions and at specified prices which the Partnership believes represent fair market value, certain interests held by the Partnership and by QH3 in Local Limited Partnerships. The Settlement Agreement remains effective regardless of whether any of the Local Limited Partnership interests are purchased.
With respect to the Partnership, the Purchase Agreements provide for the purchase by affiliates of the Everest Group, for the total price of $1,850,000, of the Partnership's interests in:
Prince Street Towers, L.P., which owns a property in Lancaster, PA; Sencit Towne House L.P., which owns a property in Shillington, PA; and Allentown Towne House, L.P., which owns a property in Allentown, PA; and
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
5. Legal Procedings (continued)
the purchase by affiliates of the Johnson Group, for the total price of $3,300,000, of the Partnership's interests in:
Brookscrossing Apartments, L.P., which owns a property in Riverdale GA; and Leawood Associates, L.P., which owns a property in Leawood, KS.
Closing on the sales of the Leawood and Brookscrossing Local Limited Partnership interests occurred on April 30, 2009, and May 8, 2009, respectively, and the sale of the other Local Limited Partnership interests is expected to close over the coming months.
6. Federal Income Taxes
The following schedule reconciles the reported financial statement net income (loss) for the fiscal years ended March 31, 2009 and 2008 to the net income (loss) reported on the Form 1065, U.S. Partnership Return of Income for the years ended December 31, 2008 and 2007:
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
6. Federal Income Taxes (continued)
The differences in the assets and liabilities of the Partnership for financial reporting purposes and tax purposes as of March 31, 2009 and December 31, 2008, respectively, are as follows:
The differences in the assets and liabilities of the Partnership for financial reporting and tax purposes are primarily attributable to: (i) the cumulative equity in losses from Local Limited Partnerships for tax purposes is approximately $6,153,000 greater than for financial reporting purposes, including approximately $1,899,000 of losses the Partnership has not recognized relating to Local Limited Partnerships whose cumulative equity in losses exceeded its total investment; (ii) the Partnership has provided an impairment allowance of approximately $4,409,000 against its investments in Local Limited Partnerships for financial reporting purposes; (iii) approximately $635,000 of amortization has been deducted for financial reporting purposes only; and (iv) organizational and offering costs of approximately $8,352,000 have been capitalized for tax purposes and charged to Limited Partners' equity for financial reporting purposes.
The differences in the assets and liabilities of the Partnership for financial reporting purposes and tax purposes as of March 31, 2008 and December 31, 2007, respectively, are as follows:
The differences in the assets and liabilities of the Partnership for financial reporting and tax purposes are primarily attributable to: (i) the cumulative equity in losses from Local Limited Partnerships for tax purposes is approximately $10,173,000 greater than for financial reporting purposes, including approximately $7,288,000 of losses the Partnership has not recognized relating to Local Limited Partnerships whose cumulative equity in losses exceeded its total investment; (ii) the Partnership has provided an impairment allowance of approximately $6,637,000 against its investments in Local Limited Partnerships for financial reporting purposes; (iii) approximately $766,000 of amortization has been deducted for financial reporting purposes only; and (iv) organizational and offering costs of approximately $8,352,000 have been capitalized for tax purposes and charged to Limited Partners' equity for financial reporting purposes.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
7. Significant Subsidiaries
The following Local Limited Partnerships invested in by the Partnership represent more than 20% of the Partnership's total assets or equity as of March 31, 2009 or 2008 or net income (loss) for the years ended either March 31, 2009 or 2008. The following financial information represents the performance of these Local Limited Partnerships for the years ended December 31, 2008 and 2007:
The Partnership does not guarantee any of the mortgages or other debt of the Local Limited Partnerships.