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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

      For the quarterly period ended December 31, 2004

                                             or

( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

      For the transition period from _______ to _______
Commission file number        0-17679

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP.
(Exact name of registrant as specified in its charter)

Delaware

04-3006542

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)

 

One Boston Place, Suite 2100, Boston, Massachusetts  02108
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code (617)624-8900

(Former name, former address and former fiscal year, if changed since last report)

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

X

 

No

_

 

 

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED
DECEMBER 31, 2004

TABLE OF CONTENTS
FOR THE QUARTER ENDED DECEMBER 31, 2004

Balance Sheets 4

Balance Sheets Series 1 5

Balance Sheets Series 2 6

Balance Sheets Series 3 7

Balance Sheets Series 4 8

Balance Sheets Series 5 9

Balance Sheets Series 6 10

Statements of Operations three months 11

Three Months Operations Series 1 *

Three Months Operations Series 2 *

Three Months Operations Series 3 *

Three Months Operations Series 4 15

Three Months Operations Series 5 16

Three Months Operations Series 6 17

Statements of Operations NINE months 18

Nine Months Operations Series 1 19

Nine Months Operations Series 2 20

Nine Months Operations Series 3 21

Nine Months Operations Series 4 22

Nine Months Operations Series 5 23

Nine Months Operations Series 6 24

STATEMENTS OF CHANGES IN PARTNERS CAPITAL 25

Partners Capital Series 1 26

Partners Capital Series 2 26

Partners Capital Series 3 27

Partners Capital Series 4 27

Partners Capital Series 5 28

Partners Capital Series 6 28

Statements of Cash Flows 29

Cash Flows Series 1 *

Cash Flows Series 2 31

Cash Flows Series 3 32

Cash Flows Series 4 33

Cash Flows Series 5 34

Cash Flows Series 6 35



















BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2004

TABLE OF CONTENTS (CONTINUED)

Notes to Financial Statements *

Note A Organization 36

Note B Accounting *

Note C Related Party Transactions 37

Note D Investments 39

Statement of operation

Combined Statements Series 1 40

Combined Statements_Series 2 41

Combined Statements Series 3 42

Combined Statements Series 4 43

Combined Statements Series 5 44

Combined Statements Series 6 45

Note E Taxable Loss 46

Liquidity 47

Capital Resources 47

Results of Operations 48

Principal_Accounting_Policies 63

Quantitative_and_Qualitative 63

Controls_and_Procedures 63

Part II Other Information 64

Signatures 65

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS


 

 

 

December 31,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)

$  3,501,884

$  7,105,160

     

OTHER ASSETS

   

Cash and cash equivalents

3,470,821

2,321,739

Other assets

    407,923

    312,412

 



 

$  7,380,628

$  9,739,311

     

LIABILITIES

   
     

Accounts payable

$          -

$          -

Accounts payable affiliates (note C)

 12,136,947

 11,510,858

     

PARTNERS CAPITAL

   
     

Assignees
  
Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $10 stated
value per BAC, 9,800,600 issued and
outstanding







(3,875,976)







(903,920)

General Partner

  (880,343)

  (867,627)

 

 

(4,756,319)

(1,771,547)

 

$  7,380,628

$  9,739,311

 

 



 

 

 

The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 1

 

 

 

December 31,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)

$          -

$          -

     

OTHER ASSETS

   

Cash and cash equivalents

60,697

57,437

Other assets

          -

          -

     
 

$     60,697

$     57,437

     

LIABILITIES

   
     

Accounts payable

$          -

$          -

Accounts payable affiliates (note C)

  2,552,870

  2,421,834

     

PARTNERS CAPITAL

   
     

Assignees
  
Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $10 stated
value per BAC, 1,299,900 issued and
outstanding







(2,354,027)







(2,227,529)

General Partner

  (138,146)

  (136,868)

 

(2,492,173)

(2,364,397)

 

$     60,697

$     57,437

 

 

 

 

 

 




The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 2

 

 

 

December 31,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)

$     26,828

$     29,483

     

OTHER ASSETS

   

Cash and cash equivalents

6,650

4,947

Other assets

    312,206

    312,206

     
 

$    345,684

$    346,636

     

LIABILITIES

   
     

Accounts payable

$          -

$          -

Accounts payable affiliates (note C)

    939,018

    875,186

     

PARTNERS CAPITAL

   
     

Assignees
  
Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $10 stated
value per BAC, 830,300 issued and
outstanding







(518,058)







(453,922)

General Partner

   (75,276)

   (74,628)

 

  (593,334)

  (528,550)

 

$    345,684

$    346,636

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 3

 

 

 

December 31,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)

$          -

$          -

     

OTHER ASSETS

   

Cash and cash equivalents


269,275

1,678,100

Other assets

     78,319

          -

     
 

$    347,594

$  1,678,100

     

LIABILITIES

   
     

Accounts payable

$          -

$          -

Accounts payable affiliates (note C)

  3,232,994

  3,148,294

     

PARTNERS CAPITAL

   
     

Assignees
  
Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $10 stated
value per BAC, 2,882,200 issued and
outstanding







(2,620,564)







 (1,203,578)

General Partner

  (264,836)

  (266,616)

 


(2,885,400)


(1,470,194)

 


$    347,594


$  1,678,100

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 4

 

 

 

December 31,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)

$  2,058,405

$  2,523,132

     

OTHER ASSETS

   

Cash and cash equivalents

192,040

419,938

Other assets

     17,398

        206

     
 

$  2,267,843

$  2,943,276

     

LIABILITIES

   
     

Accounts payable

$          -

$          -

Accounts payable affiliates (note C)

  2,940,460

  2,834,178

     

PARTNERS CAPITAL

   
     

Assignees
  
Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $10 stated
value per BAC, 2,995,300 issued and
outstanding







(406,986)







 368,112

General Partner

  (265,631)

  (259,014)

 

  (672,617)

    109,098

 

$  2,267,843

$  2,943,276

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 5

 

 

 

December 31,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)

$    343,452

$    326,846

     

OTHER ASSETS

   

Cash and cash equivalents

56,796

66,335

Other assets

          -

          -

     
 

$    400,248

$    393,181

     

LIABILITIES

   
     

Accounts payable

$          -

$          -

Accounts payable affiliates (note C)

    362,801

    337,056

     

PARTNERS CAPITAL

   
     

Assignees
  
Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $10 stated
value per BAC, 489,900 issued and
outstanding







78,823







 97,314

General Partner

   (41,376)

   (41,189)

 

     37,447

     56,125

 

$    400,248

$    393,181

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 6

 

 

 

December 31,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)

$  1,073,199

$  4,225,699

     

OTHER ASSETS

   

Cash and cash equivalents

2,885,363

94,982

Other assets

          -

          -

     
 

$  3,958,562

$  4,320,681

     

LIABILITIES

   
     

Accounts payable

$          -

$          -

Accounts payable affiliates (note C)

  2,108,804

  1,894,310

     

PARTNERS CAPITAL

   
     

Assignees
  
Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $10 stated
value per BAC, 1,303,000 issued and
outstanding







1,944,836







 2,515,683

General Partner

   (95,078)

   (89,312)

 

(1,849,758)

  2,426,371

 

$  3,958,562

$  4,320,681

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS


Three Months Ended December 31,
(Unaudited)

 


     2004


     2003

         

Income

       

  Interest income

$      1,556

 

$      2,381

 

  Miscellaneous income

     24,850

 

      8,029

 
 

     26,406

 

     10,410

 

Share of income (loss) from Operating
  Partnerships(Note D)


  (803,060)

*

   (25,559)

**

         

Expenses

       

  Professional fees

6,738

 

654

 

  Partnership management fees (Note C)

186,758

 

203,928

 

  General and administrative fees

      7,823

 

    111,952

 

  


    201,319

 

    316,534

 
         

  NET GAIN/(LOSS)

$  (977,973)

 

$  (331,683)

 
         

Net income (loss) allocated to assignees

$  (968,193)

 

$  (328,366)

 
         

Net income (loss) allocated to general partner


$    (9,780)

 

$    (3,317)

 
         

Net income (loss) per BAC

$      (.10)

 

$      (.13)

 
         



* Includes loss on sale of operating limited partnership of $3,200, $20,000, and $672,129 for Series 3, Series 4, and Series 6, respectively.

** Includes gain on sale of operating limited partnership of $37,000 for Series 4.











The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 1


      2004


       2003

     

Income

   

  Interest income

$         51

$         63

Miscellaneous income

     12,850

      3,750

     12,901

      3,813

Share of income (loss) from Operating
  Partnerships(Note D)

          -

          -

     

Expenses

   

  Professional fees

1,172

109

  Partnership management fees (Note C)    

42,426

42,426

  General and administrative fees

      4,020

      2,712

  


     47,618

     45,247

     

  NET GAIN/(LOSS)

$   (34,717)

$   (41,434)

     

Net income (loss) allocated to assignees

$   (34,370)

$   (41,020)

     

Net income (loss) allocated to general partner


$      (347)

$      (414)

     

Net income (loss) per BAC

$      (.03)

$      (.03)

     















The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended December 31,
(Unaudited)

Series 2


     2004


     2003

     

Income

   

 Interest income

$          7

$          6

 Miscellaneous income

          -

          -

 


          7

          6

Share of income (loss) from Operating
  Partnerships(Note D)

    (3,810)

    (4,711)

     

Expenses

   

 Professional fees

833

109

 Partnership management fees  

16,068

16,068

 General and administrative fees

      3,186

      2,262

 


     20,087

     18,439

     

  NET GAIN/(LOSS)

$   (23,890)

$   (23,144)

     

Net income (loss) allocated to assignees

$   (23,651)

$   (22,913)

     

Net income (loss) allocated to general partner


$      (239)

$      (231)

     

Net income (loss) per BAC

$      (.03)

$      (.03)

     


















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended December 31,
(Unaudited)

Series 3


      2004


       2003

         

Income

       

  Interest income

$        479

 

$      1,908

 

  Miscellaneous income

     6,750

 

        379

 
 

     7,229

 

      2,287

 

Share of income (loss) from Operating
  Partnerships(Note D)


    (3,200)


*

          -

         

Expenses

       

  Professional fees

1,687

 

109

 

  Partnership management fees (Note C)

50,529

 

51,243

 

  General and administrative expenses

      7,864

 

     97,914

 

  


     60,080

 

    149,266

 
         

  NET GAIN/(LOSS)

$   (56,051)

 

$  (146,979)

 
         

Net income (loss) allocated to assignees

$   (55,490)

 

$  (145,509)

 
         

Net income (loss) allocated to general partner


$      (561)

 

$    (1,470)

 
         

Net income (loss) per BAC

$      (.02)

 

$      (.05)

 
         



* Includes loss on sale of operating limited partnership of $3,200.











The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended December 31,
(Unaudited)

Series 4


      2004


       2003

         

Income

       

  Interest income

$        348

 

$        239

 

  Miscellaneous income

      2,250

 

      3,600

 
 

      2,598

 

      3,839

 

Share of income (loss) from Operating
  Partnerships(Note D)

  (222,996)

*

  (134,391)

**

         

Expenses

       

  Professional fees

1,416

 

109

 

  Partnership management fees (Note C)

50,063

 

48,821

 

  General and administrative fees

   (12,905)

 

      5,277

 

  


     38,574

 

     54,207

 
         

  NET GAIN/(LOSS)

$  (258,972)

 

$  (184,759)

 
         

Net income (loss) allocated to assignees

$  (256,382)

 

$  (182,911)

 
         

Net income (loss) allocated to general partner


$    (2,590)

 

$    (1,848)

 
         

Net income (loss) per BAC

$      (.09)

 

$      (.06)

 
         



* Includes loss on sale of operating limited partnership of $20,000.

** Includes gain on sale of operating limited partnership of $37,000.











The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended December 31,
(Unaudited)

Series
5


      2004


       2003

     

Income

   

  Interest income

$         56

$         76

  Miscellaneous income

      1,350

          -

 

      1,406

         76

Share of income (loss) from Operating
  Partnerships(Note D)

      8,939

      1,056

     

Expenses

   

  Professional fees

561

109

  Partnership management fees (Note C)

8,053

9,301

  General and administrative fees

      2,165

      1,396

  


     10,779

     10,806

     

  NET GAIN/(LOSS)

$      (434)

$    (9,674)

     

Net income (loss) allocated to assignees

$      (430)

$    (9,577)

     

Net income (loss) allocated to general partner


$        (4)

$       (97)

Net income (loss) per BAC

$      (.00)

$      (.02)

     


















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended December 31,
(Unaudited)

Series 6


      2004


       2003

       

Income

     

  Interest income

$        615

 

$         89

  Miscellaneous income

      1,650

 

        300

 

      2,265

 

        389

Share of income (loss) from Operating
  Partnerships(Note D)

  (581,993)

*

    112,487

       

Expenses

     

  Professional fees

1,069

 

 109

  Partnership management fees (Note C)

19,619

 

36,069

  General and administrative expenses

      3,493

 

      2,391

  


     24,181

 

     38,569

       

  NET GAIN/(LOSS)

$  (603,909)

 

$     74,307

       

Net income (loss) allocated to assignees

$  (597,870)

 

$     73,564

       

Net income (loss) allocated to general partner


$    (6,039)

 

$        743

Net income (loss) per BAC

$      (.46)

 

$        .06



* Includes loss on sale of operating limited partnership of $672,129.





 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS


Nine Months Ended December 31,
(Unaudited)

 


     2004


     2003

         

Income

       

  Interest income

$      6,930

 

$      7,273

 

  Miscellaneous income

     28,630

 

     55,361

 
 

     35,560

 

     62,634

 

Share of income (loss) from Operating
  Partnerships(Note D)

  (685,807)


*

  1,904,701

**

         

Expenses

       

  Professional fees

81,029

 

80,516

 

  Partnership management fees (Note C)

465,840

 

579,033

 

  General and administrative fees

     74,500

 

    143,412

 

  


    621,369

 

    802,961

 
         

  NET GAIN/(LOSS)

$(1,271,616)

 

$  1,164,374

 
         

Net income (loss) allocated to assignees

$(1,258,900)

 

$  1,152,730

 
         

Net income (loss) allocated to general partner


$   (12,716)

 

$     11,644

 
         

Net income (loss) per BAC

$      (.13)

 

$       .31 

 
         





* Includes gain/(loss) on sale of operating limited partnership of $255,636, ($20,000), and ($672,129) for Series 3, Series 4, and Series 6, respectivily.

** Includes gain on sale of operating limited partnership of $2,025,512 and $212,000 for Series 3 and Series 4, respectively.







The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 1


      2004


       2003

     

Income

   

  Interest income

$        167

$        201

Miscellaneous income

     14,248

     39,308

     14,415

     39,509

Share of income (loss) from Operating
  Partnerships(Note D)

          -

          -

     

Expenses

   

  Professional fees

14,201

14,043

  Partnership management fees (Note C)    

120,163

118,880

  General and administrative fees

      7,827

      8,170

  


    142,191

    141,093

     

  NET GAIN/(LOSS)

$  (127,776)

$  (101,584)

     

Net income (loss) allocated to assignees

$  (126,498)

$  (100,568)

     

Net income (loss) allocated to general partner


$    (1,278)

$    (1,016)

     

Net income (loss) per BAC

$      (.10)

$      (.08)

     















The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 2


     2004


     2003

     

Income

   

 Interest income

$         17

$         25

 Miscellaneous income

        150

      1,097

 


        167

      1,122

Share of income (loss) from Operating
  Partnerships(Note D)

    (2,655)

   (14,117)

     

Expenses

   

 Professional fees

10,152

10,018

 Partnership management fees  

45,880

43,042

 General and administrative fees

      6,264

      5,569

 


     62,296

     58,629

     

  NET GAIN/(LOSS)

$   (64,784)

$   (71,624)

     

Net income (loss) allocated to assignees

$   (64,136)

$   (70,908)

     

Net income (loss) allocated to general partner


$      (648)

$      (716)

     

Net income (loss) per BAC

$      (.08)

$      (.09)

     


















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 3


      2004


       2003

         

Income

       

  Interest income

$      4,110

 

$      6,079

 

  Miscellaneous income

    8,051

 

      8,403

 
 

    12,161

 

     14,482

 

Share of income (loss) from Operating
  Partnerships(Note D)


   255,636

*

  2,010,212


**

         

Expenses

       

  Professional fees

17,856

 

17,688

 

  Partnership management fees (Note C)   

45,521

 

134,729

 

  General and administrative expenses

     26,467

 

    107,599

 

  


     89,844

 

    260,016

 
         

  NET GAIN/(LOSS)

$    177,953

 

$  1,764,678

 
         

Net income (loss) allocated to assignees

$    176,173

 

$  1,747,031

 
         

Net income (loss) allocated to general partner


$      1,780

 

$     17,647

 
         

Net income (loss) per BAC

$        .06

 

$        .61

 
         



* Includes gain on sale of operating limited partnership of $255,636 for   Series 3.

** Includes gain on sale of operating limited partnership of $2,025,512.











The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 4


      2004


       2003

         

Income

       

  Interest income

$      1,628

 

$        390

 

  Miscellaneous income

      2,250

 

      3,674

 
 

      3,878

 

      4,064

 

Share of income (loss) from Operating
  Partnerships(Note D)

  (484,727)


*

  (404,925)


**

         

Expenses

       

  Professional fees

17,216

 

17,101

 

  Partnership management fees (Note C)

140,829

 

159,905

 

  General and administrative fees

     22,824

 

     12,712

 

  


    180,869

 

    189,718

 
         

  NET GAIN/(LOSS)

$  (661,718)

 

$  (590,579)

 
         

Net income (loss) allocated to assignees

$  (655,101)

 

$  (584,673)

 
         

Net income (loss) allocated to general partner


$    (6,617)

 

$    (5,906)

 
         

Net income (loss) per BAC

$      (.22)

 

$      (.20)

 
         



* Includes loss on sale of operating limited partnership of $20,000.

** Includes gain on sale of operating limited partnership of $212,000.












The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 5


      2004


       2003

     

Income

   

  Interest income

$        186

$        270

  Miscellaneous income

      1,350

      1,274

 

      1,536

      1,544

Share of income (loss) from Operating
  Partnerships(Note D)

     16,606

    (8,022)

     

Expenses

   

  Professional fees

8,330

8,563

  Partnership management fees (Note C)

23,818

27,548

  General and administrative fees

      4,672

      3,637

  


     36,820

     39,748

     

  NET GAIN/(LOSS)

$   (18,678)

$   (46,226)

     

Net income (loss) allocated to assignees

$   (18,491)

$   (45,764)

     

Net income (loss) allocated to general partner


$      (187)

$      (462)

Net income (loss) per BAC

$      (.04)

$      (.09)

     


















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 6


      2004


       2003

       

Income

     

  Interest income

$        822

 

$        308

  Miscellaneous income

      2,581

 

      1,605

 

      3,403

 

      1,913

Share of income (loss) from Operating
  Partnerships(Note D)

  (470,667)


*

    321,553

       

Expenses

     

  Professional fees

13,274

 

13,103

  Partnership management fees (Note C)

89,629

 

94,929

  General and administrative expenses

      6,446

 

      5,725

  


    109,349

 

    113,757

       

  NET GAIN/(LOSS)

$  (576,613)

 

$    209,709

       

Net income (loss) allocated to assignees

$  (570,847)

 

$    207,612

       

Net income (loss) allocated to general partner


$    (5,766)

 

$      2,097

Net income (loss) per BAC

$      (.44)

 

$        .16



* Includes loss on sale of operating limited partnership of $672,129.





 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

Nine Months Ended December 31,
(Unaudited)

 





Assignees



General
Partner





Total

       

Partners' capital
(deficit)
  April 1, 2004



$  (903,920)



$  (867,627)



$(1,771,547)

       

Distributions

(1,713,156)

-

(1,713,156)

       

Net income (loss)

(1,258,900)

   (12,716)

(1,271,616)

       

Partners' capital
(deficit),
  December 31, 2004



$(3,875,976)



$  (880,343)



$(4,756,319)

       



























The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

Nine Months Ended December 31,
(Unaudited)

 

Assignees

General
Partner

Total

Series 1

     

Partners' capital 
 (deficit)
  April 1, 2004



$(2,227,529)



$  (136,868)



$(2,364,397)

       

Distributions

-

-

-

       

Net income (loss)

  (126,498)

    (1,278)

  (127,776)

       

Partners' capital 
 (deficit)
  December 31, 2004    



$(2,354,027)



$  (138,146)



$(2,492,173)

       
       

Series 2

     

Partners' capital 
 (deficit)
  April 1, 2004



$  (453,922)



$   (74,628)



$  (528,550)

       

Distributions

-

-

-

       

Net income (loss)

   (64,136)

      (648)

   (64,784)

       

Partners' capital 
 (deficit)
  December 31, 2004    



$  (518,058)



$   (75,276)



$  (593,334)

       














The accompanying notes are an integral part of these statements.

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

Nine Months Ended December 31,
(Unaudited)

 

Assignees

General
Partner

Total

Series 3

     

Partners' capital 
 (deficit)
  April 1, 2004



$(1,203,578)



$  (266,616)



$(1,470,194)

    

     

Distributions

(1,593,159)

-

(1,593,159)

       

Net income (loss)

    176,173

      1,780

    177,953

       

Partners' capital 
 (deficit)
  December 31, 2004   



$(2,620,564)



$  (264,836)



$(2,885,400)

       
       

Series 4

     

Partners' capital 
 (deficit)
  April 1, 2004



$    368,112



$  (259,014)



$    109,098

       

Distributions

  (119,997)

-

  (119,997)

       

Net income (loss)

  (655,101)

    (6,617)

  (661,718)

       

Partners' capital 
 (deficit),
  December 31, 2004   



$  (406,986)



$  (265,631)



$  (672,617)

       













 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

Nine Months Ended December 31,
(Unaudited)

 

Assignees

General
Partner

Total

Series 5

     

Partners' capital
(deficit)
  April 1, 2004



$     97,314



$   (41,189)



$     56,125

       

Distributions

-

-

-

       

Net income (loss)

   (18,491)

      (187)

   (18,678)

       

Partners' capital 
 (deficit),
  December 31, 2004    



$     78,823



$   (41,376)



$     37,447

       

Series 6

     

Partners' capital 
 (deficit)
  April 1, 2004



$  2,515,683



$   (89,312)



$  2,426,371

       

Distributions

-

-

-

       

Net income (loss)

  (570,847)

    (5,766)

  (576,613)

       

Partners' capital 
 (deficit),
  December 31, 2004    



$  1,944,836



$   (95,078)



$  1,849,758















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)

 

     2004

       2003

Cash flows from operating activities:

   
     

   Net Income (Loss)

$(1,271,616)

$  1,164,374

   Adjustments

   

      Distributions from Operating
        Partnerships


13,765


12,303

      Amortization

-

-

      Share of (Income) Loss from 

Operating Partnerships


685,807


(1,904,701)

   Changes in assets and liabilities

   

     Increase (Decrease) in accounts
        payable affiliates


626,089


447,460

     Decrease (Increase) in other
        assets


   (95,511)


   (65,969)

     

      Net cash (used in) provided by 
        operating activities


   (41,466)


  (346,533)

     

Cash flows from investing activity:

   
     

   Proceeds from sale of operating

limited partnerships:


  2,903,704


  2,237,512

     

      Net cash (used in) provided by
        investing activity


  2,903,704


  2,237,512

     

Cash flows from financing activity:

   
     

   Distributions

(1,713,156)

          -

     

      Net cash (used in) provided by
        financing activity


(1,713,156)


          -

     

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(1,149,082)


1,890,979

     

   Cash and cash equivalents, beginning

  2,321,739

    217,560

     

   Cash and cash equivalents, ending


$  3,470,821


$  2,108,539






The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,
(Unaudited)

Series 1

    2004

       2003

Cash flows from operating activities:

   
     

   Net Income (Loss)

$   (127,776)

$   (101,584)

   Adjustments

   

      Distributions from Operating
        Partnerships


- -


- -

      Amortization

-

-

      Share of (Income) Loss from 

Operating Partnerships


- -


- -

   Changes in assets and liabilities

   

     Increase (Decrease) in accounts
        payable affiliates


131,036


112,929

     Decrease (Increase) in other
        assets


          -


          -

     

      Net cash (used in) provided by 
        operating activities


      3,260

     11,345

     

Cash flows from investing activity:

   
     

   Proceeds from sale of operating

limited partnerships:


          -


          -

     

      Net cash (used in) provided by
        investing activity


          -


          -

     

Cash flows from financing activity:

   
     

   Distributions

          -

          -

     

      Net cash (used in) provided by
        financing activity


          -


          -

     
     

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


3,260


11,345

     

   Cash and cash equivalents, beginning

     57,437

     46,413

     

   Cash and cash equivalents, ending


$     60,697


$     57,758



 


The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,
(Unaudited)

Series 2

 

     2004

       2003

Cash flows from operating activities:

   
     

   Net Income (Loss)

$   (64,784)

$   (71,624)

   Adjustments

   

      Distributions from Operating
        Partnerships


- -


- -

      Amortization

-

-

      Share of (Income) Loss from 

Operating Partnerships


2,655

14,117

   Changes in assets and liabilities

   

     Increase (Decrease) in accounts
        payable affiliates


63,832


58,651

     Decrease (Increase) in other
        assets


          -


          -

     

      Net cash (used in) provided by 
        operating activities


      1,703


      1,144

     

Cash flows from investing activity:

   
     

   Proceeds from sale of operating

limited partnerships:


          -


          -

     

      Net cash (used in) provided by
        investing activity


          -


          -

     

Cash flows from financing activity:

   
     

   Distributions

          -

          -

     

      Net cash (used in) provided by
        financing activity


          -


          -

     

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


1,703


1,144

     

   Cash and cash equivalents, beginning

      4,947

      4,541

     

   Cash and cash equivalents, ending


$      6,650


$      5,685






The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,
(Unaudited)

Series 3

 

     2004

       2003

Cash flows from operating activities:

   
     

   Net Income (Loss)

$   177,953

$ 1,764,678

   Adjustments

   

      Distributions from Operating
        Partnerships


- -


1

      Amortization

-

-

      Share of (Income) Loss from 

Operating Partnerships


(255,636)


(2,010,212)

   Changes in assets and liabilities

   

     Increase (Decrease) in accounts
        payable affiliates


84,700


(55,376)

     Decrease (Increase) in other
        assets


   (78,319)


   (54,097)

     

      Net cash (used in) provided by 
        operating activities

   (71,302)

  (355,006)

     

Cash flows from investing activity:

   
     

   Proceeds from sale of operating

limited partnerships:


    255,636


  2,025,512

     

      Net cash (used in) provided by
        investing activity


    255,636


  2,025,512

     

Cash flows from financing activity:

   
     

   Distributions

(1,593,159)

          -

     

      Net cash (used in) provided by
        financing activity


(1,593,159)


          -

     

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(1,408,825)


  1,670,506

     

   Cash and cash equivalents, beginning

  1,678,100

      9,099

     

   Cash and cash equivalents, ending


$    269,275


$  1,679,605




The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,
(Unaudited)

Series 4

 

     2004

       2003

Cash flows from operating activities:

   
     

   Net Income (Loss)

$  (661,718)

$  (590,579)

   Adjustments

   

      Distributions from Operating
        Partnerships


- -


- -

      Amortization

-

-

      Share of (Income) Loss from 

Operating Partnerships


484,727


404,925

   Changes in assets and liabilities

   

     Increase (Decrease) in accounts
        payable affiliates


106,282


191,473

     Decrease (Increase) in other
        assets


   (17,192)


   (11,872)

     

      Net cash (used in) provided by 
        operating activities


   (87,901)


    (6,053)

     

Cash flows from investing activity:

   
     

   Proceeds from sale of operating

limited partnerships:


   (20,000)


    212,000

     

      Net cash (used in) provided by
        investing activity


   (20,000)


    212,000

     

Cash flows from financing activity:

   
     

   Distributions

  (119,997)

          -

     

      Net cash (used in) provided by
        financing activity


  (119,997)


          -

     

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


  (227,898)


205,947

     

   Cash and cash equivalents, beginning

    419,938

     14,705

     

   Cash and cash equivalents, ending


$    192,040


$    220,652





The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,
(Unaudited)

Series 5

 

     2004

       2003

Cash flows from operating activities:

   
     

   Net Income (Loss)

$   (18,678)

$   (46,226)

   Adjustments

   

      Distributions from Operating
        Partnerships


- -


- -

      Amortization

-

-

      Share of (Income) Loss from 

Operating Partnerships


(16,606)


8,022

   Changes in assets and liabilities

   

     Increase (Decrease) in accounts
        payable affiliates


25,745


28,289

     Decrease (Increase) in other
        assets


          -


          -

     

      Net cash (used in) provided by 
        operating activities


    (9,539)


    (9,915)

     

Cash flows from investing activity:

   
     

   Proceeds from sale of operating

limited partnerships:


          -


          -

     

      Net cash (used in) provided by
        investing activity


          -


          -

     

Cash flows from financing activity:

   
     

   Distributions

          -

          -

     

      Net cash (used in) provided by
        financing activity


          -


          -

     

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(9,539)


(9,915)

     

   Cash and cash equivalents, beginning

     66,335

     76,346

     

   Cash and cash equivalents, ending


$     56,796


$     66,431






The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,
(Unaudited)

Series 6

 

     2004

       2003

Cash flows from operating activities:

   
     

   Net Income (Loss)

$   (576,613)

$    209,709

   Adjustments

   

      Distributions from Operating
        Partnerships


13,765


12,302

      Amortization

-

-

      Share of (Income) Loss from 

Operating Partnerships


470,667


(321,553)

   Changes in assets and liabilities

   

     Increase (Decrease) in accounts
        payable affiliates


214,494


111,494

     Decrease (Increase) in other
        assets


          -


          -

     

      Net cash (used in) provided by 
        operating activities


    122,313

     11,952

     

Cash flows from investing activity:

   
     

   Proceeds from sale of operating

limited partnerships:


  2,668,068


          -

     

      Net cash (used in) provided by
        investing activity


  2,668,068


          -

     

Cash flows from financing activity:

   
     

   Distributions

          -

          -

     

      Net cash (used in) provided by
        financing activity


          -


          -

     

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS

2,790,381


11,952

     

   Cash and cash equivalents, beginning

     94,982

     66,456

     

   Cash and cash equivalents, ending


$  2,885,363


$     78,408







The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2004

(Unaudited)

 

NOTE A - ORGANIZATION

Boston Capital Tax Credit Fund Limited Partnership ("the Partnership") was formed under the laws of the State of Delaware as of September 1, 1988, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating partnerships which have acquired, developed, rehabilitated, operate and own newly constructed, existing or rehabilitated low-income apartment complexes ("Operating Partnerships"). On August 22, 1988, American Affordable Housing VI Limited Partnership changed its name to Boston Capital Tax Credit Fund Limited Partnership. Effective as of June 1, 2001 there was a restructuring, and as a result, the Fund's general partner was reorganized as follows. The General Partner of the Fund continues to be Boston Capital Associates Limited Partnership, a Massachusetts limited partnership. The general partner of the General Partner is BCA Associates Limited Partnership, a Massachusetts limited partnership, whose sole general partner is C&M Management, Inc., a Massachus etts corporation and whose limited partners are Herbert F. Collins and John P. Manning. Mr. Manning is the principal of Boston Capital Partners, Inc. The limited partner of the General Partner is Capital Investment Holdings, a general partnership whose partners are certain officers and employees of Boston Capital Partners, Inc., and its affiliates. The Assignor Limited Partner is BCTC Assignor Corp., a Delaware corporation which is now wholly-owned by John P. Manning.

Pursuant to the Securities Act of 1933, the Partnership filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective August 29, 1988, which covered the offering (the "Public Offering") of the Partnership's beneficial assignee certificates ("BACs") representing assignments of units of the beneficial interest of the limited partnership interest of the Assignor Limited Partner. The Partnership registered 10,000,000 BACs at $10 per BAC for sale to the public in six series. Offers and sales of BACs in Series 1 through Series 6 of the Partnership were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989. The Partnership sold 1,299,900 of Series 1 BACs, 830,300 of Series 2 BACs, 2,882,200 of Series 3 BACs, 2,995,300 of Series 4 BACs, 489,900 of Series 5 BACs and 1,303,000 of Series 6 BACs. The Partnership is no longer offering and does not intend to offer any additional BACs.





 

 

 






Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2004
(Unaudited)

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements included herein as of December 31, 2004 and for the three and nine months then ended have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The Partnership accounts for its investments in Operating Partnerships using the equity method, whereby the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. Costs incurred by the Partnership in acquiring the investments in Operating Partnerships are capitalized to the investment account. The Partnership's accounting and financial reporting policies are in conformity with generally accepted accounting principles and include adjustments in interim periods considered necessary for a fair presentation of the results of operations. Such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financi al statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Partnership's Annual Report on Form 10-K.

NOTE C - RELATED PARTY TRANSACTIONS

The Partnership has entered into several transactions with various affiliates of the general partner, including Boston Capital Holdings LP, Boston Capital Partners, Inc. and Boston Capital Asset Management Limited Partnership.

Accounts payable - affiliates at December 31, 2004 and 2003 represents accrued general and administrative expenses, accrued partnership management fees, and advances from an affiliate of the general partner, which are payable to Boston Capital Holdings LP, and Boston Capital Asset Management Limited Partnership.

General and administrative expenses incurred by Boston Capital Holdings LP, and Boston Capital Asset Management Limited Partnership were charged to each series' operations for the quarters ended December 31, 2004 and 2003 as follows:

 

        2004

        2003

Series 1

$   981

$  2,172

Series 2

783

1,641

Series 3

1,660

96,823

Series 4

1,586

3,635

Series 5

344

1,146

Series 6

   711

  1,924

     
 

$ 6,065

$107,341

     

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2004
(Unaudited)


NOTE C - RELATED PARTY TRANSACTIONS (continued)

An annual partnership management fee based on .375 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships has been accrued to Boston Capital Asset Management Limited Partnership. Since reporting fees collected by the series were added to reserves and not paid to Boston Capital Asset Management LP, the amounts accrued are not net of reporting fees received. The partnership management fee accrued for the quarters ended December 31, 2004 and 2003 are as follows:

 

2004

2003

Series 1

$ 42,426

$ 42,426

Series 2

16,836

16,836

Series 3

52,470

56,294

Series 4

50,063

52,239

Series 5

8,181

9,429

Series 6

 36,069

 36,069

     
 

$206,045

$213,293

     

As of December 31, 2004, an affiliate of the general partner advanced a total of $678,017 to the Partnership to pay certain operating expenses of the Partnership, and to make advances and/or loans to Operating Partnerships. These advances are included in Accounts payable-affiliates. A total of $60,513 was advanced during the quarter ended December 31, 2004. Below is a summary, by series, of the total advances made to date.


 

2004

Series 1

$ 90,810

Series 2

85,000

Series 3

342,793

Series 4

159,414

   
 

$678,017

All payables to affiliates will be paid, without interest, from available cash flow or the proceeds of sales or refinancing of the Partnership's interests in Operating Partnerships.

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2004

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At December 31, 2004 and 2003, the Partnership had limited partnership interests in 84 and 100 Operating Partnerships, respectively, which own operating apartment complexes as follows:

Series

2004

2003

1

15

18

2

8

8

3

27

31

4

18

23

5

4

5

6

12

15

     
 

84

100

Under the terms of the Partnership's investment in each Operating Partnership, the Partnership was required to make capital contributions to such Operating Partnerships. These contributions were payable in installments over several years upon each Operating Partnership achieving specified levels of construction and/or operations. At December 31, 2004 and 2003, all capital contributions had been paid.

The Partnership's fiscal year ends March 31 of each year, while all the Operating Partnerships' fiscal years are the calendar year. Pursuant to the provisions of each Operating Partnership Agreement, financial results for each of the Operating Partnerships are provided to the Partnership within 45 days after the close of each Operating Partnership's quarterly period. Accordingly, the current financial results available for the Operating Partnerships are for the nine months ended September 30, 2004.

The combined unaudited summarized statements of operations of the Operating Partnerships for the nine months ended September 30, 2004 and 2003 are as follows:






 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)

Series 1

 

           2004

        2003

     

Revenues

   

   Rental

$  3,953,483

$  3,949,022

   Interest and other

    228,519

    199,251

     
 

  4,182,002

  4,148,273

     

Expenses

   

   Interest

876,439

  886,014

   Depreciation and amortization

1,058,087

 1,206,817

   Operating expenses

  3,560,909

  3,239,913

 

  5,495,435

  5,332,744

     

NET LOSS

$(1,313,433)

$(1,184,471)

     

Net income (loss) allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership



$          -



$          -

     
     

Net loss allocated to other 
   Partners


$   (13,134)


$   (11,845)

     

Net loss suspended

$(1,300,299)

$(1,172,626)

 

 

 

 

 

 

 

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnerships results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)

Series 2

 

          2004

        2003

     

Revenues

   

   Rental

$  1,559,844

$  1,404,829

   Interest and other

     26,388

     47,826

     
 

  1,586,232

  1,452,655

     

Expenses

   

   Interest

198,875

 202,889

   Depreciation and amortization

333,177

 304,279

   Operating expenses

  1,107,371

  1,015,161

 

  1,639,423

  1,522,329

     

NET LOSS

$   (53,191)

$   (69,674)

     

Net income (loss) allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership



$    (2,655)



$   (14,117)

     
     

Net loss allocated to other 
   Partners


$      (532)


$      (697)

     

Net loss suspended

$   (50,004)

$   (54,860)

 

 

 

 

 

 

 

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnerships results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,

(Unaudited)

Series 3

 

          2004

        2003

     

Revenues

   

   Rental

$  4,803,404

$  5,230,403

   Interest and other

    117,472

    197,624

     
 

  4,920,876

  5,428,027

     

Expenses

   

   Interest

1,135,109

1,291,066

   Depreciation and amortization

1,433,302

1,531,625

   Operating expenses

  3,443,948

  3,850,952

 

  6,012,359

  6,673,643

     

NET LOSS

$(1,091,483)

$(1,245,616)

     

Net income (loss) allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership



$          -



$   (15,300)

     

Net loss allocated to other 
   partners

$   (10,915)

$   (12,456)

     

Net loss suspended 


$(1,080,568)


$(1,217,860)

 

 

 

 

 

 

 

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnerships results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)

Series 4

 

            2004

        2003

     

Revenues

   

   Rental

$  4,873,942

$  5,349,972

   Interest and other

    366,210

    210,633

     
 

  5,240,152

  5,560,605

     

Expenses

   

   Interest

1,464,391

  1,634,136

   Depreciation and amortization

1,346,458

  1,462,146

   Operating expenses

  3,224,411

  3,786,356

 

  6,035,260

  6,882,638

     

NET LOSS

$  (795,108)

$(1,322,033)

     

Net income (loss) allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership



$  (464,726)



$  (616,925)

     
     

Net loss allocated to other 
   Partners


$    (7,951)


$   (13,220)

     

Net loss suspended

$  (322,431)

$  (691,888)

 

 

 

 

 

 

 

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnerships results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)

Series 5

 

          2004

        2003

     

Revenues

   

   Rental

$    649,880

$    589,207

   Interest and other

     31,740

     40,830

     
 

    681,620

    630,037

     

Expenses

   

   Interest

61,113

 78,981

   Depreciation and amortization

169,789

 168,640

   Operating expenses

    486,161

    469,549

 

    717,063

    717,170

     

NET LOSS

$   (35,443)

$   (87,133)

     

Net income (loss) allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership



$     16,606



$    (8,022)

     
     

Net loss allocated to other 
   Partners


$      (354)


$      (871)

     

Net loss suspended

$   (51,695)

$   (78,240)

 

 

 

 

 

 

 

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnerships results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)

Series 6

 

          2004

        2003

     

Revenues

   

   Rental

$  3,593,625

$  3,458,411

   Interest and other

    152,336

    175,592

     
 

  3,745,961

  3,634,003

     

Expenses

   

   Interest

678,719

687,850

   Depreciation and amortization

901,576

941,463

   Operating expenses

  2,169,357

  2,215,875

 

  3,749,652

  3,845,188

     

NET INCOME (LOSS)

$    (3,691)

$  (211,185)

     

Net income (loss) allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership



$    201,462



$    321,553

     
     

Net loss allocated to other 
   Partners


$       (37)



$    (2,112)

     

Net loss suspended

$  (205,116)

$  (530,626)

 

 

 

 

 

 

 

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnerships results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2004
(Unaudited)

NOTE E - TAXABLE LOSS

The Partnership's taxable loss for the year ended December 31, 2004 is expected to differ from its loss for financial reporting purposes for the year ended March 31, 2005. This is primarily due to accounting differences in depreciation incurred by the Operating Partnerships and also differences between the equity method of accounting and the IRS accounting methods. No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners and assignees individually.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Liquidity

The Partnership's primary source of funds was the proceeds of its Public Offering. Other sources of liquidity include (i) interest earned on working capital reserves, and (ii) cash distributions from the Operating Partnerships in which the Partnership has invested. These sources of liquidity are available to meet the obligations of the Partnership.

The Partnership is currently accruing the annual partnership management fee. Partnership management fees accrued during the quarter ended December 31, 2004 were $206,045 and total partnership management fees accrued as of December 31, 2004 were $11,084,980. Pursuant to the Partnership Agreement, such liabilities will be deferred until the Partnership receives sales or refinancing proceeds from Operating Partnerships, which will be used to satisfy such liabilities.

The Partnership has also recorded other payables to affiliates of $1,051,967. The amount consists of advances to pay certain third party operating expenses of the Partnership, advances and/or loans to Operating Partnerships, accrued overhead allocations, and sales prep fees payable. The breakout between series are: $129,785 in Series 1, $128,684 in Series 2, $431,285 in Series 3, $223,980 in Series 4, $1,201 in Series 5, and $137,032 in Series 6. These and any future advances or accruals will be paid, without interest, from available cash flow, reporting fees, or proceeds of sales or refinancing of the Partnership's interest in Operating Partnerships.

Capital Resources

The Partnership offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on August 29, 1988. The Partnership received and accepted subscriptions for $97,746,940 representing 9,800,600 BACs from investors admitted as BAC Holders in Series 1 through Series 6 of the Partnership. Offers and sales of BACs in Series 1 through Series 6 of the Partnership were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989. At December 31, 2004 and 2003 the Partnership had limited partnership equity interests in 84 and 100 Operating Partnerships, respectively.

As of December 31, 2004 the Partnership had $3,470,821 remaining in cash and cash equivalents. Below is a table, which provides, by series, the equity raised, number of BACs sold, final date BACs were offered, number of properties acquired, and cash and cash equivalents. $231,720 of Series 3, $172,765 of Series 4, and $2,770,921 of Series 6 cash and cash equivalents represent proceeds being held from the sale of eleven Operating Partnerships as of December 31, 2004.

 

Series

Equity

BACs

Final Close Date

Number of 

Properties

Proceeds 

Remaining

1

$12,999,000

1,299,900

12/18/88

15

$   60,697

2

8,303,000

830,300

03/30/89

8

6,650

3

28,822,000

2,882,200

03/14/89

27

269,275

4

29,788,160

2,995,300

07/07/89

18

192,040

5

4,899,000

489,900

08/22/89

4

56,796

6

12,935,780

1,303,000

09/29/89

12

2,885,363

           
 

$97,746,940

9,800,600

 

84

$3,470,821

 

 

Results of Operations

At December 31, 2004 and 2003 the Partnership held limited partnership interests in 84 and 100 Operating Partnerships, respectively. In each instance the Apartment Complex owned by the applicable Operating Partnership is eligible for the Federal Housing Tax Credit. Initial occupancy of a unit in each Apartment Complex which initially complied with the Minimum Set-Aside Test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the Rent Restriction Test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to hereinafter as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective Apartment Complexes are described more fully in the Prospectus or applicable report on Form 8-K. The General Partner believes that there is adequate casualty insurance on the properties.

The Partnership incurs an annual partnership management fee to the General Partner and/or its affiliates in an amount equal to 0.375% of the aggregate cost of the Apartment Complexes owned by the Operating Partnerships, less the amount of certain partnership management and reporting fees paid by the Operating Partnerships. The annual partnership management fee is currently being accrued. It is anticipated that outstanding fees will be repaid from sale or refinancing proceeds. The annual partnership management fee charged to operations for the quarters ended December 31, 2004 and 2003, net of reporting fees received were $186,758 and $203,928, respectively.

The Partnership's investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested. The Partnership's investments in Operating Partnerships have been made principally with a view towards realization of Federal Housing Tax Credits for allocation to its partners and BAC holders. The Results of Operations reported herein are interim period estimates that may not necessarily be indicative of final year end results.

Series 1

As of December 31, 2004 and 2003, the average Qualified Occupancy for the series was 100%. The series had a total of fifteen properties at December 31, 2004, all of which were at 100% Qualified Occupancy.

For the period ended December 31, 2004 and 2003, Series 1 reflects net loss from Operating Partnerships of $(1,313,433) and $(1,184,471), respectively, which includes depreciation and amortization of $1,058,087 and $1,206,817, respectively.

Genesee Commons Associates (River Park Commons) is a 402 unit property located in Rochester, New York. The compliance period ended in 2003 On April 15, 2004, the Operating General Partner's interest was transferred to Conifer Reality, L.L.C., who intends to rehabilitate the 202 unit high rise building, demolish 200 townhomes and re-construct 100 market rent townhomes while re-structuring the financing of the development. Occupancy has declined to 60% as of December 2004 and continues to fall as management is encouraging move outs to enable a full rehabilitation of the high rise building. The 200 townhouses will be bulldozed and rebuilt as 100 market rate units commencing in 2005. The complete rehabilitation of the high rise will commence in the summer of 2005. Conifer is currently negotiating with the Rochester Housing Authority to transfer the 236 rental subsidy and the (RAP) rental subsidy to the residents of the high rise building. The general area of the property has recently undergone a revitaliz ation which should assist in the rental of the market rent units upon completion.


Kingston Property Associates (Broadway East Townhouses) is a 122 unit property located in Kingston, New York. Effective July 2003, the Operating General Partner interest for Kingston Property Associates Limited Partnership sold from TFG/New York Properties, Inc. to Kingston Winn Limited Partnership. Also, the management company changed from The Finch Group to an affiliate of the new Operating General Partner, Winn Residential. The Lender and the new Operating General Partner have entered into a Forbearance Agreement, dated July 16, 2003, which prevents the Lender from filing foreclosure action or accelerating the indebtedness providing the new Operating General Partner follows the terms outlined in the agreement. To date the new Operating General Partner is in compliance with the terms of the Forberance Agreement. The new Operating General Partner applied for an allocation of Low Income Housing Tax Credits ("LHHTC")in 2003 but did not receive an allocation. They re-applied in March 2004 and received an allocation of LHHTC. The new Operating General Partner is in the process of re-syndicating the property. At the time of re-syndication proceeds of $27,940 are expected to be paid to the Investment Partnership. The re-syndication is anticipated to occur in the second quarter of 2005. An entity related to the Investment General Partner will compete to purchase the tax credits.

Townhomes of Minnehaha, (Minnehaha Court Apartments) is a 24-unit property located in St. Paul, Minneapolis. Although occupancy rose slightly from 79% in the third quarter to 83% in the fourth, the property continues to operated at a deficit through year-end 2004. The property is well maintained but is 16 years old and has trouble competing with numerous new properties that have been built in the St. Paul area. Additionally, the property is individually metered for gas and electricity but historically, the residents received a utility allowance while the partnership paid the actual bills. In an effort to reduce expenses, Management has submitted a proposal to have the residents pay their own utility bills. The management company continues to make capital improvements as necessary to improve curb appeal and increase occupancy. The compliance period has expired and the property is being actively marketed for sale.

In December 2004, Boston Capital Tax Credit Fund I - Series 1 (the "ILP") sold its Investment Limited Partner interest in Bolivar Manor to the Operating General Partner for his assumption of the outstanding mortgage balance of $863,521 and proceeds to the ILP of $1. The ILP proceeds actually represented a partial payment of outstanding reporting fees due to an affiliate of the ILP and as such have not been recorded as proceeds from the sale of the Operating Partnership. Annual losses generated by the Operating Partnership which were applied against the ILP's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the ILP investment in the Operating Partnership to zero. Accordingly no gain or loss on the sale of the Investment Limited Partner Interest has been recorded.

In December 2004, Boston Capital Tax Credit Fund I - Series 1 (the "ILP") sold its Investment Limited Partner interest in Conneaut Limited to the Operating General Partner for his assumption of the outstanding mortgage balance of 1,147,562 and proceeds to the ILP of $6,079. The ILP proceeds actually represented a partial payment of outstanding reporting fees due to an affiliate of the ILP and as such have not been recorded as proceeds from the sale of the Operating Partnership. Annual losses generated by the Operating Partnership which were applied against the ILP's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the ILP investment in the Operating Partnership to zero. Accordingly no gain or loss on the sale of the Investment Limited Partner Interest has been recorded.

 

 

In December 2004, Boston Capital Tax Credit Fund I - Series 1 (the "ILP") sold its Investment Limited Partner interest in Conneaut Limited to the Operating General Partner for his assumption of the outstanding mortgage balance of 1,163,436 and proceeds to the ILP of $6,079. The ILP proceeds actually represented a partial payment of outstanding reporting fees due to an affiliate of the ILP and as such have not been recorded as proceeds from the sale of the Operating Partnership. Annual losses generated by the Operating Partnership which were applied against the ILP's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the ILP investment in the Operating Partnership to zero. . Accordingly no gain or loss on the sale of the Investment Limited Partner Interest has been recorded.

Series 2

As of December 31, 2004 and 2003, the average Qualified Occupancy for the series was 100%. The series had a total of eight properties at December 31, 2004, all of which were at 100% Qualified Occupancy.

For the period ended December 31, 2004 and 2003, Series 2 reflects net loss from Operating Partnerships of $(53,191) and $(69,674), respectively, which includes depreciation and amortization of $333,177 and $304,279, respectively.

Annadale Housing Partners (Annadale Apartments) has historically reported net losses due to operational issues associated with the property. In 2003 occupancy decreased from the previous year's level, averaging 81.9% for the year. As a result of the low occupancy the site staff was replaced during the fourth quarter of 2003. Due to the efforts of the new site staff and continued aggressive marketing occupancy has shown improvement in 2004, with fourth quarter occupancy remaining strong at 94%. Management has promoted events such as a food drive to bring the community together. A new advertisement has been running in the local paper offering the first months rent free at the senior property. Expenses decreased from the prior year levels, however remain higher than the state average. Maintenance costs continue to be high due to the provisions of the loan agreements which stipulate that the Operating Partnership must spend a minimum of $55,000 per year on capital improvements, with the funding coming from operations. A substantial rent increase went into effect in February 2004, and operating statements through December 2004 demonstrate that the Operating Partnership continues to operate above breakeven. As operations have stabilized over the course of 2004, the Investment General Partner will no longer provide special disclosure on this Operating Partnership.

In December 2004, Boston Capital Tax Credit Fund I - Series 2 and Boston Capital Tax Credit Fund II - Series 14 (the "ILPs") negotiated the sale of their Investment Limited Partner interest in Haven Park Partners III to the Operating General Partner for his assumption of the outstanding mortgage balance of $1,441,643 and estimated proceeds to the ILPs of $971,310 ($466,044 for Series 2 and $505,266 for Series 14). Proceeds from the sale have not yet been received by the ILPs. Of the total expected to be received, $8,000 is for payment of outstanding reporting fees due to an affiliate of the Investment Partnership, $608,547 is a reimbursement of funds previously advanced to the Operating Partnership by affiliates of the Investment Partnership and $362,763 is the estimated proceeds from the sale of the ILP's interests. Of the estimated proceeds, it is expected that $253,710 ($ 170,747 for Series 2 and $82,963 for Series 14) will be distributed to the investors. Provided this is the actual amou nt distributed, this represented a per BAC distribution of $.206 and $.015 for Series 2 and 14, respectively. The total returned to the investors will be distributed based on the number of BACs held by each investor. The remaining estimated proceeds of $109,053 are anticipated to be paid to BCAMLP for fees and expenses related to the sale and partial reimbursement for amounts owed to affiliates. The breakdown of amounts expected to be paid to BCAMLP is as follows: $27,000 for overseeing and managing the disposition of the property; $9,000 for reimbursement of estimated expenses incurred in connection with the disposition; and $73,053 for a partial payment of outstanding Asset Management Fees due to BCAMLP.

In December 2004, Boston Capital Tax Credit Fund I - Series 2 and Boston Capital Tax Credit Fund II - Series 14 (the "ILPs") negotiated the sale of their Investment Limited Partner interest in Haven Park Partners IV to the Operating General Partner for his assumption of the outstanding mortgage balance of $1,152,321 and estimated proceeds to the ILPs of $776,579 ($505,951 for Series 2 and $270,628 for Series 14). Proceeds from the sale have not yet been received by the ILPs. Of the total expected to be received, $4,000 is for payment of outstanding reporting fees due to an affiliate of the Investment Partnership, $553,362 is a reimbursement of funds previously advanced to the Operating Partnership by affiliates of the Investment Partnership and $223,217 is the estimated proceeds from the sale of the ILP's interests. Of the estimated proceeds, it is expected that $156,660 ($117,495 for Series 2 and $39,165 for Series 14) will be distributed to the investors. Provided this is the actual amount distributed, this represented a per BAC distribution of $.142 and $.007 for Series 2 and 14, respectively. The total returned to the investors will be distributed based on the number of BACs held by each investor. The remaining estimated proceeds of $66,557 are anticipated to be paid to BCAMLP for fees and expenses related to the sale and partial reimbursement for amounts owed to affiliates. The breakdown of amounts expected to be paid to BCAMLP is as follows: $21,600 for overseeing and managing the disposition of the property; $9,000 for reimbursement of estimated expenses incurred in connection with the disposition; and $35,957 for partial payment of outstanding Asset Management Fees due to BCAMLP.

Series 3.

As of December 31, 2004 and 2003, the average Qualified Occupancy for the series was 99.9% and 100%, respectively. The series had a total of twenty-seven properties at December 31, 2004, of which twenty-six were at 100% Qualified Occupancy.

For the period ended December 31, 2004 and 2003, Series 3 reflects net loss from Operating Partnerships of $(1,091,483) and $(1,245,616), respectively, which includes depreciation and amortization of $1,433,302 and $1,531,625, respectively. The increase in net income per BAC reported in the prior year is primarily the result of income reported from the sale of two Operating Partnerships in the prior year. Additional information on the sale of the partnerships is provided below.

Central Parkway Towers (Central Parkway Towers LP) has come to the end of its compliance period as of December 31, 2004. Over the last several years, the City of Cincinnati canceled support programs, and the property's overall financial position deteriorated significantly because of the dwindling occupancy. The Operating General Partner and the Investment General Partner stabilized the property to the best of their abilities to reach the end of the compliance period avoid the recapture of the tax credits. Occupancy had declined to three residents (1%) at the end of the year.

The Operating General Partner successfully minimized the need for funding over the last two years but the Investment General Partner was required to fund $193,709 in the last 24 months through fourth quarter 2004 and including the final January 2005 funding of $17,227. A recapture analysis showed that a recapture on January 1, 2004 would have resulted in a loss of $538,639. Because of the operating challenges, a mutual decision was reached with the Cincinnati YMCA, who holds the master lease on the property, to turn it over to them effective January 1, 2005. Any remaining expenses, which will include the final audit and tax return, will be funded by a refund of the pro rated property and liability insurance premium. Any remaining funds from the refund will be returned to the Investment General Partner to repay the operating advances.


In an attempt to capitalize on the strong California real estate market the Operating General Partner of California Investors VI (Orchard Park) entered into an agreement to sell the property and the transaction closed in June 2003. As part of the purchase agreement, the buyer is required to maintain the property as affordable housing through the end of the tax credit compliance period, and to provide a recapture bond to avoid the recapture of the tax credits that have been taken. Sale proceeds due to Boston Capital Tax Credit Fund I-Series 3 (BCTC I) and Boston Capital Tax Credit Fund III-Series 17 (BCTC III) after repayment of advances made to the Operating Partnership were $453,144 and $31,790, respectively. Of the proceeds received $352,751 and $24,765, for Series 3 and Series 17, respectively, was distributed to the investors in July 2004. This represented a per BAC distribution of $.122 and $.005 for Series 3 and 17, respectively. The total returned to the investors was distributed based on the numbe r of BACs held by each investor at the time of the sale. The amounts for each series, while different in actual dollars, represent the same percentage of return to each Investment Partnership. The remaining proceeds total of $107,418 was paid to BCAMLP for fees and expenses related to the sale, and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid to BCAMLP is as follows: $10,000 represents reimbursement of expenses incurred related to sale, which includes but is not limited to due diligence, legal and mailing costs; $50,000 represents a fee for overseeing and managing the disposition of the property; and $47,418 represents a partial payment of accrued asset management fees. Annual losses generated by the Operating Partnership, which were applied against the ILP's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero for Series 3 and $28,682 for Series 17. Accordingly, gains on the sale of the property were recorded by Series 3 and Series 17 of $406,422 and 3,109, respectively. The gains recorded represented the proceeds received by the ILP, net of their remaining investment balance and their share of the disposition fee.

In an attempt to capitalize on the strong California real estate market the Operating General Partner of Hidden Cove Apartments (Hidden Cove) entered into an agreement to sell the property and the transaction closed in May 2003. As part of the purchase agreement, the buyer is required to maintain the property as affordable housing through the end of the tax credit compliance period and, to provide a recapture bond to avoid the recapture of the tax credits that have been taken. Sale proceeds due to Boston Capital Tax Credit Fund I-Series 3 (BCTC I) and Boston Capital Tax Credit Fund III-Series 15 (BCTC III) were $1,572,368 and $136,352, respectively. The majority of the sale proceeds were received by the Investment Partnerships in May 2003, and the balance was received in September 2003. Of the proceeds received $1,240,404 and $107,565, for Series 3 and Series 15, respectively was distributed to the investors in July 2004. This represented a per BAC distributions of $.430 and $.028 for Series 3 and 15 , respectively. The total returned to the investors was distributed based on the number of BACs held by each investor. The amounts for each series, while different in actual dollars, represent the same percentage of return to each Investment Partnership. The remaining proceeds total of $360,750 was paid to BCAMLP for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid to BCAMLP is as follows: $10,000 represents reimbursement of expenses incurred related to sale, which includes but is not limited to due diligence, legal and mailing costs; $50,000 represents a fee for overseeing and managing the disposition of the property; and $300,750 represents a partial payment of outstanding Asset Management Fees due to BCAMLP. Annual losses generated by the Operating Partnership, which were applied against the ILP's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero for Series 3 and $66,166 for Series 15. Accordingly, gains on the sale of the property were recorded by Series 3 and Series 15 of $1,526,358 and $28,197, respectively. The gains recorded represented the proceeds received by the ILP, net of their remaining investment balance, unreimbursed advances to the Operating Partnership and their share of the disposition fee.

In July 2004 the Investment General Partner sold its interest in Taylor Terrace for total proceeds to the Partnership of $37,836. The Investment General Partner has decided to forego collecting any fees or expense reimbursements associated with the sale and will return the entire proceeds received to the investors. The amount to be distributed to the investors is $.01 per BAC. It is anticipated that the distribution will be made in the first half of calendar year 2005 along with any other sale proceeds received and finalized in calendar year 2004. Annual losses generated by the Operating Partnership, which were applied against the ILP's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Investment Limited Partner Interest of $37,836 was realized in the quarter ended September 30, 2004.

Rainbow Housing Associates (Rainbow Apartments) is an 81-unit property located in Yuma, Arizona. The 15-year compliance period for this property ended in 2003. Average occupancy through the fourth quarter 2004 was 84% and the property is operating below break-even. Yuma has seen over 400 new affordable housing units built in the area over the last three years, which has affected the occupancies of older properties, such as Rainbow Apartments. Management recognizes the competition, and; therefore, has increased advertising and is offering a reduced security deposit as a rental incentive. As a result, occupancy increased from 68% in September 2004 to 96% in December 2004.

In the summer of 2004, the Partnership entered into a Purchase Agreement to sell Rainbow Housing. The sale is expected to occur in the first quarter of 2005. After repayment of the outstanding mortgage balance of approximately $1,973,780, the proceeds to the ILP are estimated to be $200,713. Of this amount, it is estimated that the net distribution to the investors will be approximately $74,264. Provided this is the actual amount distributed, the investor per BAC distribution will be $.026. The total return to the investors will be distributed based on the number of BACs held by each investor. The remaining proceeds of $126,449 is anticipated to be paid to BCAMLP for fees and expenses related to the sale and partial reimbursement for of amounts owed to affiliates. The breakdown of amounts paid to BCAMLP is as follows: $25,000 represents a fee for overseeing and managing the disposition of the property; $9,000 represents a reimbursement of estimated expenses incurred in connection with the dispositio n; $92,449 represents payment of outstanding Asset Management Fees due to BCAMLP.

Paige Hall is a 69-unit property located in Minneapolis, MN, that had experienced high vacancy in the first two quarters of 2004, primarily due to poor management. The management company was changed in the second quarter and the resulting benefits that began in the third quarter have continued through year-end 2004. At the end of the third quarter occupancy was up to 91%, from 81% in the first quarter, and had improved to 93% by year-end. In addition, the Operating General Partner was approved for a loan from the city of Minneapolis for capital improvement work that continues to address deferred maintenance issues. The site visit conducted in September, 2004 showed the property to be in good overall condition. Paige Hall continues to generate cash due to the lack of hard debt and improved occupancy and all taxes, insurance and mortgage payments are current.

In 2003, American Affordable Housing II and BCTC Fund I - Series 3 (the "ILPs") negotiated the sale of their Investment Limited Partner interest in Paige Hall, a Minnesota Limited Partnership to the Operating General Partner. After repayment of the outstanding mortgage balance of approximately $2,591,339 the proceeds to the ILP are estimated to be $150,000. The sale is expected to occur in the first quarter of 2005. Of the total anticipated proceeds, $20,000 is for the payment of outstanding reporting fees, and $130,000 will be proceeds for the sale of the ILP's interest. Of the estimated proceeds $27,753 and $22,247, for AAH II and Series 3, respectively will be distributed to the investors. This represents a per unit distribution of $9.987 for AAH II and a per BAC distribution of $.008 for Series 3. The total return to the investors will be distributed based on the number of Units and BACs held by each investor. The remaining proceeds of $80,000 are anticipated to be paid to BCMLP for fe es and expenses related to the sale and partial reimbursement for amounts owed to affiliates. The breakdown of amount paid to BCAMLP is as follows: $10,000 represents a reimbursement of estimated expenses incurred in connection with the disposition and $70,000 represents payment of outstanding Asset Management Fees due to BCAMLP.

In July 2004, Boston Capital Tax Credit Fund I - Series 3 sold the Investment Limited Partner interest in Pedcor Investments 1988-IV, (Mann Village Apartments) to the Operating General Partner for his assumption of the outstanding mortgage balance of $4,967,272 and proceeds to the ILP of $320,000. Of the total received, $99,000 was for payment of outstanding reporting fees due to an affiliate of the Investment Partnership, and $221,000 was proceeds from the sale of the interest. Of the sale proceeds received it is estimated that approximately $87,000 will be distributed to the investors. Provided that this is the actual amount distributed, the investor per BAC distribution will be $.03. The total returned to the investors will be distributed based on the number of BACs held by each investor. The remaining balance of $134,000 is anticipated to be paid to BCAMLP for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid t o BCAMLP is as follows: $3,200 represents a fee for overseeing and managing the disposition of the property; $12,500 represents a reimbursement of expenses incurred which were associated with the disposition and $118,300 represents a partial payment of outstanding Asset Management Fees due to BCAMLP. Annual losses generated by the Operating Partnership, which were applied against the ILP's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Investment Limited Partner Interest of $217,800 was realized in the quarter ended December 31, 2004.

In November 2004, Boston Capital Tax Credit Fund I - Series 3 (the "ILP") sold its Investment Limited Partnership in 128 Park Street Limited Partnership to the Operating General Partner for his assumption of the outstanding mortgage balance of $965,805 and proceeds to the ILP of $1. The ILP proceeds actually represented a partial payment of outstanding reporting fees due to an affiliate of the ILP and as such have not been recorded as proceeds from the sale of the Operating Partnership. Annual losses generated by the Operating Partnership which were applied against the ILP's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the ILP investment in the Operating Partnership to zero. Accordingly no gain or loss on the sale of the Investment Limited Partner Interest has been recorded.

Series 4

As of December 31, 2004 and 2003, the average Qualified Occupancy for the series was 100%. The series had a total of eighteen properties at December 31, 2004, all of which were at 100% Qualified Occupancy.

For the period ended December 31, 2004 and 2003, Series 4 reflects net loss from Operating Partnerships of $(795,108) and $(1,322,033), respectively, which includes depreciation and amortization of $1,346,458 and $1,462,146, respectively.

Central Parkway Towers (Central Parkway Towers LP) has come to the end of its compliance period as of December 31, 2004. Over the last several years, the City of Cincinnati canceled support programs, and the property's overall financial position deteriorated significantly because of the dwindling occupancy. The Operating General Partner and the Investment General Partner stabilized the property to the best of their abilities to reach the end of the compliance period avoid the recapture of the tax credits. Occupancy had declined to three residents (1%) at the end of the year.

The Operating General Partner successfully minimized the need for funding over the last two years but the Investment General Partner was required to fund $193,709 in the last 24 months through fourth quarter 2004 and including the final January 2005 funding of $17,227. A recapture analysis showed that a recapture on January 1, 2004 have would resulted in a loss of $538,639. Because of the operating challenges, a mutual decision was reached with the Cincinnati YMCA, who holds the master lease on the property, to turn it over to them effective January 1, 2005.

Any remaining expenses, which will include the final audit and tax return, will be funded by a refund of the pro rated property and liability insurance premium. Any remaining funds from the refund will be returned to the Investment General Partner to repay the operating advances.


In February 2004, Boston Capital Tax Credit Fund I - Series 4 and Boston Capital Tax Credit Fund II-Series 14 negotiated a transfer of their Investment Limited Partner interest in Haven Park Partners II, A California LP (Glenhaven Park II) to the Operating General Partner for his assumption of the outstanding mortgage balance of $466,593 and proceeds to the ILP of $715,000. Of the total received, $4,500 was for payment of outstanding reporting fees due to an affiliate of the Investment Partnership, and $710,500 was proceeds from the sale of the interest. Of the sale proceeds received $504,941 was utilized to repay subordinated loans that had been made by the Investment Partnership to the Operating Partnership. The remaining sale proceeds were $26,374 and $179,185, for Series 4 and Series 14, respectively. Of the proceeds remaining, it is estimated that approximately $5,793 and $39,360, for Series 4 and Series 14, respectively, will be distributed to the investors. Provided that this is the actual amount distributed, the investor per BAC distribution will be $.002 and $.007, for Series 4 and Series 14, respectively. The total returned to the investors will be distributed based on the number of BACs held by each investor. The remaining balance of $160,406 is anticipated to be paid to BCAMLP for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid to BCAMLP is as follows: $21,450 represents a fee for overseeing and managing the disposition of the property; $9,000 represents a reimbursement of expenses incurred which were associated with the disposition and $129,956 represents a partial payment of outstanding Asset Management Fees due to BCAMLP. Annual losses generated by the Operating Partnership, which were applied against the ILP's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the ILPs investment in the Operating Partnership to zero. Accordingly, a gai n on the sale of the Investment Limited Partner Interest of $18,137 and $179,185 for Series 5 and Series 14, respectively, was realized in the quarter ended March 31, 2004.

In February 2004, Boston Capital Tax Credit Fund I - Series 4 negotiated a sale of its Investment Limited Partner interest in Van Dyck Estates XVI-A, A California LP (Van Dyck Estates XVI-A) to the Operating General Partner for his assumption of the outstanding mortgage balance of $586,229 and proceeds to the ILP of $515,000. Of the total received, $7,500 was for payment of outstanding reporting fees due to an affiliate of the Investment Partnership, and $507,500 was proceeds from the sale of the interest. Of the sale proceeds received $360,564 was utilized to repay subordinated loans that had been made by the Investment Partnership to the Operating Partnership. The remaining sale proceeds totaled $146,936. Of the proceeds remaining, it is estimated that approximately $56,815 will be distributed to the investors. Provided that this is the actual amount distributed, the investor per BAC distribution will be $.02. The total returned to the investors will be distributed based on the number of BACs held by each investor. The remaining balance of $90,121 is anticipated to be paid to BCAMLP for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid to BCAMLP is as follows: $15,450 represents a fee for overseeing and managing the disposition of the property; $9,000 represents a reimbursement of expenses incurred which were associated with the disposition and $65,671 represents a partial payment of outstanding Asset Management Fees due to BCAMLP. Annual losses generated by the Operating Partnership, which were applied against the ILP's investment in the Operating Partnership and the subordinated loans to the Operating Partnership, in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero and partially offset the loan balance. Accordingly, a gain on the sale of the Investment Limited Partner Interest of $161,775 was realized in the quarter ended March 31, 2004.

Auburn Trace Limited (Auburn Trace) is a 256 unit property located in Delray Beach, Florida that operated above breakeven in 2004 due to 98% occupancy at year-end and reduced operating expenses. The property sustained significant roof damage from the hurricanes that hit Florida in the third quarter. Although the property was sufficiently insured, the insurance carrier is imposing a high deductible for the roof replacement and the General Partner is seeking assistance for payment. The Investment General Partner will continue to monitor the property, however if operations remain stable and the roof replacements are completed by the end of the next quarter, special disclosure will no longer be reported on this Operating Partnership. The mortgage and property taxes, property insurance are current.

In October 2004, while attempting to capitalize on the strong California real estate market, the Operating General Partner of Rosenberg Building Associates (Rosenberg Apartments) entered into an agreement to sell the property and the transaction is anticipated to close in the first quarter of 2005. As part of the purchase agreement, the buyer is required to maintain the property as affordable housing through the end of the tax credit compliance period, and to provide a recapture bond to avoid the recapture of the tax credits that have been taken. After repayment of the outstanding mortgage balance of approximately $1,695,906, the proceeds are estimated to be $2,238,090. Of the proceeds received: $120,086 represents re-payment of loans due to partners; $73,751 represents payment of outstanding investor services fees; $61,748 represents payment of outstanding coordination fees due to the non-profit Managing General Partner; $32,500 represents payment of outstanding partnership management fees due to the Operating General Partner; and $168,000 represents payment of a sales preparation fee to the Operating General Partner. The remaining proceeds of $1,782,005 are anticipated to be paid to the Investment Limited Partners, BCTC I Series 4 and Series 6 and BCTC II Series 7 and Series 14, in accordance with their contributions to the Operating Partnership and the terms of the Operating Partnership agreement. Once the determination of the amount due to each Investment Partnership has been determined, a determination of the amounts to be distributed to the limited partners of each Investment Partnership will be made.

In the prior fiscal year, Series 4 sold its Investment Partnership interest in Sunneyview II (Stoneridge Hill II) for total proceeds to the Investment Partnership of $212,000. Of the sale proceeds $175,000 was collected in August 2003 and the balance was collected in October 2003. Of the proceeds received, $120,000 was distributed to the investors in July 2004, representing a per BAC distribution of $.04. The total returned to the investors was distributed based on the number of BACs held by each investor at the time of the sale. The remaining proceeds total of $92,000 was paid to Boston Capital Asset Management Limited Partnership (BCAMLP) for fees and expenses related to the sale and partial repayment of accrued asset management fees. The breakdown of the amount to be paid to BCAMLP is as follows: $10,000 represents reimbursement of expenses incurred related to sale, which includes but is not limited to due diligence, legal and mailing costs; $20,000 represents a fee for overseeing and managing the disposition of the property; and $62,000 is to pay down outstanding accrued asset management fees. Annual losses generated by the Operating Partnership, which were applied against the ILP's investment in the Operating Partnership and the subordinated loans to the Operating Partnership, in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero and partially offset the loan balance. A gain on the sale of the Investment Limited Partner Interest of $212,000 was realized in the year ended March 31, 2004. In the current fiscal year it was determined that a portion of the gain reported in the prior fiscal year, in the amount of $20,000, was attributable to the fee associated with the sale of the property. A reduction in the gain on sale of property as of December 31, 2004 was recorded to correct the gain previously reported.

In January 2004, Boston Capital Tax Credit Fund I - Series 4 negotiated a sale of its Investment Limited Partner interest in Fuller Homes Limited Partnership (Fuller Townhomes) for total proceeds to the Investment Partnership of $40,909. Of the total proceeds received $11,000 will be utilized to repay subordinated loans that had been made by BCAMLP and $16,500 represents payment of outstanding asset management fees. The remaining proceeds of $13,409 is anticipated to be paid to BCAMLP or other related entities for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid to BCAMLP is as follows: $9,409 represents partial reimbursement for outstanding advance; and $4,000 represents reimbursement for expenses incurred related to the sale, which includes but it not limited to legal and mailing costs. Annual losses generated by the Operating Partnership, which were applied against the ILP's investment in the Operating Partners hip, in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero. A gain on the sale of the Investment Limited Partner Interest of $40,909 was realized in the quarter ended March 31, 2004.

In January 2004, Boston Capital Tax Credit Fund I - Series 4 negotiated a sale of its Investment Limited Partner interest in Montana Avenue Townhomes Limited Partnership (Montana Avenue Townhomes) for total proceeds to the Investment Partnership of $59,091. Of the total proceeds received, $20,625 represents payment of outstanding asset management fees. The remaining proceeds of $38,466 are anticipated to be paid to BCAMLP for expenses related to the sale and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid to BCAMLP is as follows: $34,466 represents partial reimbursement for outstanding advances; and $4,000 represents reimbursement for expenses incurred related to the sale, which includes but it not limited to legal and mailing costs. Annual losses generated by the Operating Partnership, which were applied against the ILP's investment in the Operating Partnership, in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero. A gain on the sale of the Investment Limited Partner Interest of $59,091 was realized in the quarter ended March 31, 2004.

In March 2004, Boston Capital Tax Credit Fund I - Series 4 negotiated a sale of its Investment Limited Partner interest in Topeka Residential Fund Three L.P. (Highland Village Duplexes) to the Operating General Partner for total proceeds to the Investment Limited Partnership of $14,500. Of the total received $2,000 actually was for payment of an outstanding reporting fees and $12,500 was proceeds from the sale of the interest. Of the total proceeds $4,000 is anticipated to be paid to BCAMLP for fees and expenses related to the sale. Of the proceeds received it is anticipated $8,500 will be distributed to the investors. Provided that this is the actual amount distributed, the per BAC distribution amount will be $.003. Annual losses generated by the Operating Partnership, which were applied against the ILP's investment in the Operating Partnership, in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero. A gain on the sale of t he Investment Limited Partner Interest of $12,500 was realized in the quarter ended March 31, 2004.


Clearview Apartments A LP, (Clear View Apartments) is a 24-unit deal located in Monte Vista, Colorado. At the end of the 2004 occupancy was 79.17%. The property suffers from lack of rental assistance and a qualified applicant pool. The current management staff maintains contact with the housing authority as part of its marketing efforts as well as placement of advertising in local papers and distribution of flyers in the area. The Operating General Partner will contact the local Rural Development office to determine if any rental assistance can be transferred to this property. The property continues to meet is current obligations and anticipates on operating at breakeven for 2004. The tax credit period for this development expired in December 2004 with no extended use provisions. The general partner will review the rent structure and adjust their marketing accordingly.

Pedcor Investments 1988-VI, Limited Partnership (Thompson Village) is a 240-unit property located in Indianapolis, Indiana. Average occupancy through year-end was 89%. and the property is operating above breakeven. Occupancy decreased in July as a result of a softening in the Indiana market; however, occupancy increased in the fall due to aggressively marketing the property through a resident referral incentive, direct marketing with businesses located near the property, and an interactive web-site. Management has also implemented a resident retention program, offering coupons for local eateries. The Replacement Reserve is funded and tax, insurance, and mortgage payments are all current. The property reached the end of its compliance period on December 31, 2004.

In the December 2004, the Investment Partnership entered into an Assignment and Assumption Agreement of Partnership Interest to transfer the its interest in the Operating Partnership to the Operating General Partner. After repayment of the outstanding mortgage balance of approximately $5,235,047 the proceeds to the ILP are estimated to be $10, with a net distribution to the investors of zero. The sale of the ILP's interest is expected to occur in the first quarter of 2005. The proceeds of $10 are anticipated to be paid to related entities of BCMLP for reimbursement for costs incurred during the investment period.

Landmark Limited Partnership (Landmark Apartments) is a 120-unit family development in Chesapeake, VA. Beacon is the General Partner. The property has struggled with occupancy and low rents. In mid-2003, the General Partner merged the management company with his own office and hired and new director of property management. Since then, a rent increase has been obtained and occupancy was reported at 97% at the end of 2004. The property ended its compliance period at the end of 2003 and Boston Capital is working with the General Partner to resyndicate the deal.

Shockoe Hill Associates II, LP, (Shockoe Hill II) is a 64 unit historical-rehab property located in Richmond, VA. In recent years, occupancy at the property has declined to 78% due in part to the physical condition of the property. Late in 2004, the General Partner notified Boston Capital that 6 LIHTC units were taken off-line due to structural damage caused by termite activity. At present, bids have been solicited to repair the damage and return the units to service. The management company is working with the general partner to formulate a plan to finance these repairs. The property manager is expected to furnish the plan to finance all repairs shortly. The compliance period for this property ended in 2004.

Series 5

As of December 31, 2004 and 2003, the average Qualified Occupancy for the series was 100%. The series had a total of four properties at December 31, 2004, all of which were at 100% Qualified Occupancy.

For the period ended December 31, 2004 and 2003, Series 5 reflects net loss from Operating Partnerships of $(35,443) and $(87,133), respectively, which includes depreciation and amortization of $169,789 and $168,640, respectively.

Annadale Housing Partners (Annadale Apartments) has historically reported net losses due to operational issues associated with the property. In 2003 occupancy decreased from the previous year's level, averaging 81.92% for the year. As a result of the low occupancy the site staff was replaced during the fourth quarter of 2003. Due to the efforts of the new site staff and continued aggressive marketing occupancy has shown improvement in 2004, with fourth quarter occupancy remaining strong at 94%. Management has promoted events such as a food drive to bring the community together. A new advertisement has been running in the local paper offering the first months rent free at the senior property. Expenses decreased from the prior year levels, however remain higher than the state average. Maintenance costs continue to be high due to the provisions of the loan agreements which stipulate that the Operating Partnership must spend a minimum of $55,000 per year on capital improvements, with the funding coming from operations. A substantial rent increase went into effect in February 2004, and operating statements through December 2004 demonstrate that the Operating Partnership continues to operate above breakeven. As operations have stabilized over the course of 2004, the Investment General Partner will no longer provide special disclosure on this Operating Partnership.

TKO Investment Properties V (Heather Ridge Apartments) is a 56-unit family property located in Redding, California. As of December 31, 2004, average occupancy was 99% and the property operated above breakeven. The property implemented a rent increase in June 2004 which has had a positive impact on operations. Tax, insurance, and mortgage payments are all current. The Investment General Partner will continue to monitor the property through the first quarter of 2005, to ensure that it maintains stability.

In February 2004, Boston Capital Tax Credit Fund I - Series 5 and Boston Capital Tax Credit Fund II - Series 14 negotiated a sale of their Investment Limited Partner interests in Glenhaven Park Partners (Glenhaven Park) to the Operating General Partner. After repayment of the outstanding mortgage balance of approximately $43,040 the proceeds to the ILPs were $28,760. Of the proceeds $6,000 actually was for payment of outstanding reporting fees and $22,760 was proceeds from the sale of the interests. The total sale proceeds received were used to repay subordinated loans that had been made by Boston Capital Tax Credit Fund II-Series 14. Total outstanding subordinated loans and advances made by Series 5 and Series 14 exceeded the repayment by $10,742 and $156,940 for Series 5 and Series 14, respectively. The unpaid loans and advances were written off and included in the loss on the sale of the Operating Partnership for Series 5 and Series 14 as of March 31, 2004.


Series 6

As of December 31, 2004 and 2003, the average Qualified Occupancy for the series was 100%. The series had a total of twelve properties at December 31, 2004, all of which were at 100% Qualified Occupancy.

For the period ended December 31, 2004 and 2003, Series 6 reflects net loss from Operating Partnerships of $(3,691) and $(211,185), respectively, which includes depreciation and amortization of $901,576 and $941,463, respectively. The increase in net loss per BAC reported in the current year is primarily the result of the loss reported from the sale of one Operating Partnerships in the current year. Additional information on the sale of the partnership is provided below.

Socorro Properties, Limited Partnership, (Los Pueblos Apartments) located in Socorro, New Mexico operated below breakeven throughout 2003. The primary reason for its negative cash flow is low occupancy, which averaged 78.39% for 2003. The property has operated below breakeven through the fourth quarter of 2004 due to low occupancy, which averaged 77% for the fourth quarter. In July 2004, the on-site manager was replaced. The new manager did not perform as anticipated and was fired in December 2004. The management company has allocated extra personnel to the property until a new manager is hired and occupancy improves. The property has also struggled with high turnover due to the transient nature of the Socorro, NM. The Investment General Partner will continue to monitor the Operating Partnership on a monthly basis until it is able to increase occupancy and operate above breakeven.

The Operating General Partner of Sherburne Housing Redevelopment Company, (Sherburne Senior Housing) negotiated a sale of his Operating General Partner interest. In addition to the transfer of Operating General Partner interest, an exit strategy has been put in place that will allow for the sale of the Investment Limited Partner interest to the new Operating General Partner at the end of the 15-year tax credit compliance period in December 2004.

Auburn Trace Limited (Auburn Trace) is a 256 unit property located in Delray Beach, Florida that operated above breakeven in 2004 due to 98% occupancy at year-end and reduced operating expenses. The property sustained significant roof damage from the hurricanes that hit Florida in the third quarter. Although the property was sufficiently insured, the insurance carrier is imposing a high deductible for the roof replacement and the General Partner is seeking assistance for payment. The Investment General Partner will continue to monitor the property, however if operations remain stable and the roof replacements are completed by the end of the next quarter, special disclosure will no longer be reported on this Operating Partnership. The mortgage and property taxes, property insurance are current.

In December 2004, Boston Capital Tax Credit Fund I - Series 6 sold the Investment Limited Partner interest in Eldon Estates Limited Partnership to the Operating General Partner for his assumption of the outstanding mortgage balance of $542,524 and proceeds to the ILP of $16,276. Of the total received after payment of the mortgage, $5,000 represents payment of outstanding reporting fees. The remaining proceeds of $11,276 is anticipated to be paid to BCAMLP or other related entities for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid to BCAMLP is as follows: $163 represents a fee for overseeing and managing the disposition of the property; $9,113 represents partial reimbursement for outstanding asset management fees; and $2,000 represents reimbursement for expenses incurred related to the sale, which includes but is not limited to legal and mailing costs. Annual losses generated by the Operating Partnership, which w ere applied against the ILP's investment in the Operating Partnership, in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero. A gain on the sale of the Investment Limited Partner Interest of $11,113 was realized in the quarter ended December 31, 2004.

In December 2004, Boston Capital Tax Credit Fund I - Series 6 sold the Investment Limited Partner interest in Warrensburg Properties Limited Partnership to the Operating General Partner for his assumption of the outstanding mortgage balance of $559,159 and proceeds to the ILP of $16,775. Of the total received after payment of the mortgage, $5,000 represents payment of outstanding reporting fees. The remaining proceeds of $11,775 is anticipated to be paid to BCAMLP or other related entities for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid to BCAMLP is as follows: $168 represents a fee for overseeing and managing the disposition of the property; $9,607 represents partial reimbursement for outstanding asset management fees; and $2,000 represents reimbursement for expenses incurred related to the sale, which includes but is not limited to legal and mailing costs. Annual losses generated by the Operating Partnersh ip, which were applied against the ILP's investment in the Operating Partnership, in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero. A gain on the sale of the Investment Limited Partner Interest of $11,607 was realized in the quarter ended December 31, 2004.

In July 2004, the Operating General Partner of Columbia Park Associates entered into an agreement to sell the property and the transaction closed in December 2004. As part of the purchase agreement, the buyer is required to maintain the property as affordable housing through the end of the tax credit compliance period, and to provide a recapture bond to avoid the recapture of the tax credits that have been taken. After repayment of the outstanding mortgage balances of approximately $1,397,779, the proceeds to the ILP were $ 2,752,871. The breakdown of the amount to be paid to BCAMLP is as follows: $65,000 represents a fee for overseeing and managing the disposition of the property; $280,481 represents partial reimbursement for outstanding asset management fees; and $9,000 represents reimbursement for expenses incurred related to the sale, which includes but is not limited to legal and mailing costs. Of the proceeds received it is anticipated $2,393,390 will be distributed to the investors. Provided that this is the actual amount distributed, the per BAC distribution amount will be $1.826. Annual losses generated by the Operating Partnership, which were applied against the ILP's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero. A loss on the sale of the Investment Limited Partner Interest of $694,848 was realized in the quarter ended December 31, 2004.

In December 2004, BCTC Fund I - Series 6 (the "ILP") negotiated the sale of its Investment Limited Partner interest in Holland West Limited Partnership to the Operating General Partner. The sale of the ILP's interest is expected to occur in the third quarter of 2005. After repayment of the outstanding mortgage balances of approximately $1,664,604, the proceeds to the ILP are estimated to be $1,044,201. Of the proceeds anticipated, $7,500 is for the payment of outstanding reporting fees and $1,036,701 is the estimated payment for the sale of the ILP's interest. It is estimated that $656,816 will be distributed to the investors. Provided this is the actual amount distributed, the investor per BAC distribution will be $.504. The total returned to the investors will be distributed based on the number of BACs held by each investor. The remaining proceeds of $379,885 are anticipated to be paid to BCAMLP for fees and expenses related to the sale and partial reimbursement for amounts owed to affili ates. The breakdown of amount paid to BCAMLP is as follows: $48,171 for overseeing and managing the disposition of the property; $60,835 represents a reimbursement of estimated expenses incurred in connection with the disposition and $270,879 represents payment of outstanding Asset Management Fees due to BCAMLP.

In October 2004, while attempting to capitalize on the strong California real estate market, the Operating General Partner of Rosenberg Building Associates (Rosenberg Apartments) entered into an agreement to sell the property and the transaction is anticipated to close in the first quarter of 2005. As part of the purchase agreement, the buyer is required to maintain the property as affordable housing through the end of the tax credit compliance period, and to provide a recapture bond to avoid the recapture of the tax credits that have been taken. After repayment of the outstanding mortgage balance of approximately $1,695,906, the proceeds are estimated to be $2,238,090. Of the proceeds received: $120,086 represents re-payment of loans due to partners; $73,751 represents payment of outstanding investor services fees; $61,748 represents payment of outstanding coordination fees due to the non-profit Managing General Partner; $32,500 represents payment of outstanding partnership management fees due to the Operating General Partner; and $168,000 represents payment of a sales preparation fee to the Operating General Partner. The remaining proceeds of $1,782,005 are anticipated to be paid to the Investment Limited Partners, BCTC I Series 4 and Series 6 and BCTC II Series 7 and Series 14, in accordance with their contributions to the Operating Partnership and the terms of the Operating Partnership agreement. Once the determination of the amount due to each Investment Partnership has been determined, a determination of the amounts to be distributed to the limited partners of each Investment Partnership will be made.

 

Principal Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which requires the Partnership to make certain estimates and assumptions. A summary of significant accounting policies is provided in Note 1 to the financial statements. The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Partnership's financial condition and results of operations. The Partnership believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.

The Partnership is required to assess potential impairments to its long-lived assets, which is primarily investments in limited partnerships. The Partnership accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Partnership does not control the operations of the Operating Limited Partnership.

If the book value of the Partnership's investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future Low-Income Housing Credits allocable to the Partnership and the estimated residual value to the Partnership, the Partnership reduces its investment in any such Operating Limited Partnership and includes such reduction in equity in loss of investment of limited partnerships.

 

Item 3

Quantitative and Qualitative Disclosure About Market Risk

   
 

Not Applicable

 

 

Item 4

Controls & Procedures

     
 

(a)

Evaluation of Disclosure Controls and Procedures

   

As of the end of the period covered by this report, the Partnership's General Partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of C&M Management, Inc. carried out an evaluation of the effectiveness of the Partnership's "disclosure controls and procedures" as defined in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Partnership's disclosure controls and procedures were adequate and effective in timely alerting them to material information relating to the Partnership required to be included in the Partnership's periodic SEC filings.

     
 

(b)

Changes in Internal Controls

   

There were no changes in the Partnership's internal control over financial reporting that occurred during the quarter ended December 31, 2004 that materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting.

 

 

 

 

 

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

   
 

None

   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

   
 

None

   

Item 3.

Defaults upon Senior Securities

   
 

None

   

Item 4.

Submission of Matters to a Vote of Security 
Holders

   
 

None

   

Item 5.

Other Information

   
 

None

   

Item 6.

Exhibits

   
 

(a)Exhibits

   
   

31.a Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein

   
   

31.b Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein

   
   

32.a Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein

     
   

32.b Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein

   

 

 

SIGNATURES


Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Partnership has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

     
 

Boston Capital Tax Credit Fund Limited Partnership

     
 

By:

Boston Capital Associates Limited
Partnership, General Partner

 
     
 

By:

BCA Associates Limited Partnership,
General Partner

 
     
 

By:

C&M Management, Inc.,
General Partner

 
     

Date: February 22, 2005

/s/ John P. Manning

 

John P. Manning

     





Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Partnership and in the capacities and on the dates
indicated:

DATE:

SIGNATURE:

TITLE:

February 22, 2005

/s/ John P. Manning
John P. Manning

Director, President
(Principal Executive
Officer), C&M Management
Inc.; Director, President
(Principal Executive
Officer) BCTC Assignor Corp.




DATE:

SIGNATURE:

TITLE:

February 22, 2005

/s/ Marc N. Teal
Marc N. Teal

Chief Financial Officer
(Principal Financial and
Accounting Officer), C&M Management Inc; Chief
Financial Officer (Principal
Financial and Accounting
Officer) BCTC Assignor Corp.