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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

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

      For the quarterly period ended June 30, 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        0-26200

BOSTON CAPITAL TAX CREDIT FUND V L.P.
(Exact name of registrant as specified in its charter)

Delaware

14-1897569

(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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

X

 

No

_

 

 

 

 

 

BOSTON CAPITAL TAX CREDIT FUND IV L.P.

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2004

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

 
   

Pages

 

Item 1. Financial Statements

     
   

Balance Sheets

3-5

   

Statements of Operations

6-8

   

Statements of Changes in Partners' 
Capital

9-10

   

Statements of Cash Flows

11-16

   

Notes to Financial Statements

17-20

     
 

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

Operations



21-24

     
 

Item 3. Quantitative and Qualitative Disclosure About Market Risk


24

     
 

Item 4. Evaluation of Disclosure and Procedures

24

     

PART II - OTHER INFORMATION

 
     
 

Item 6. Exhibits and Reports on Form 8-K

25

     
     
 

Signatures

26

     
   

 

     

 

 

 

Boston Capital Tax Credit Fund V L.P.

BALANCE SHEETS



June 30,
2004
(Unaudited)

March 31,
2004
(Audited)

ASSETS

     

INVESTMENTS IN OPERATING PARTNERSHIPS 
(Note D)


$23,307,909


$ 7,130 566

     

OTHER ASSETS

   
       
 

Cash and cash equivalents

12,390,780

6 659 989

 

Investments

5,547,898

-

 

Notes receivable

468,000

-

Acquisition costs

3,126,440

1,290,907

 

Other assets

7,546,095

8,139,321

 

$52,387,122

$23,220,783

     

LIABILITIES

   
     
 

Accounts payable & accrued expenses 
(Note C)


$   835,968


$  452,121

 

Accounts payable affiliates

79,171

692,542

 

Capital contributions payable

13,708,341

  3,520,429

 

Line of credit

         -

 2,678,132

 

14,623,480

7,343,224

     

PARTNERS' CAPITAL

   
     

Limited Partners

   
 

Units of limited partnership 
interest, $10 stated value per BAC; 
7,000,000 authorized BACs; 
4,361,020 issued and outstanding, 
as of June 30, 2004





37,764,320





15,877,615

General Partner

(678)

(56)

Unrealized gain (loss) on securities

   
 

Available for sale, net

     -

     -

 

37,763,642

15,877,559

 

$52,387,122

$23,220,783

 

The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund V L.P.
BALANCE SHEETS

Series 47



June 30,
2004
(Unaudited)

March 31,
2004
(Audited)

ASSETS

INVESTMENTS IN OPERATING PARTNERSHIPS 
(Note D)


$ 16,549,124


$  7,130,566

     

OTHER ASSETS

   
 

Cash and cash equivalents

9,299,564

6,659,989

 

Investments

5,547,898

-

 

Notes receivable

468,000

-

Acquisition costs

2,507,473

1,290,907

 

Other assets

  3,569,192

  8,139,321

 

$ 37,941,251

$ 23,220,783

     

LIABILITIES

   
     
 

Accounts payable & accrued expenses 
(Note C)


$     92,643


$    452,121

 

Accounts payable affiliates

24,104

692,542

 

Capital contributions payable

7,731,889

    3,520,429

 

Line of credit

          -

  2,678,132

 

  7,848,636

  7,343,224

     

PARTNERS CAPITAL

   
     

Limited Partners

   

Units of limited partnership 
interest, $10 stated value per BAC; 
7,000,000 authorized BACs; 
3,478,334 issued and outstanding, 
as of June 30, 2004





30,093,029





15,877,615

General Partner

(414)

(56)

Unrealized gain (loss) on securities

   
 

available for sale, net

          -

          -

 

 30,092,615

 15,877,559

 

$ 37,941,251

$ 23,220,783

The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund V L.P.
BALANCE SHEETS

Series 48



June 30,
2004
(Unaudited)

 

ASSETS

INVESTMENTS IN OPERATING PARTNERSHIPS 
(Note D)


$ 6,758,785

 
     

OTHER ASSETS

   
 

Cash and cash equivalents

3,091,216

 
 

Investments

-

 
 

Notes receivable

-

 

Acquisition costs

618,967

 

Other assets

 3,976,903

 
 

$14,445,871

 
     

LIABILITIES

   
     
 

Accounts payable & accrued expenses 
(Note C)


$   743,325

 
 

Accounts payable affiliates

55,067

 
 

Capital contributions payable

5,976,452

 
 

Line of credit

         -

 
 

 6,774,884

 
     

PARTNERS CAPITAL

   
     

Limited Partners

   
 

Units of limited partnership 
interest, $10 stated value per BAC; 
7,000,000 authorized BACs; 

882,686 issued and outstanding, 
as of June 30, 2004





7,671,291

 

General Partner

(264)

 

Unrealized gain (loss) on securities

   
 

available for sale, net

         -

 
 

 7,671,027

 
 

$14,445,871

 
     

 

Series 48 had not commenced operations as of March 31, 2004 therefore it does not have comparative information to report.

 

 

 

 

The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund V L.P.

STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)

 


  2004

     

Income

   
 

Interest income

$    21,419

 
 

Other income

         -

 
 

    21,419

 

Share of loss from Operating
Partnerships (Note D)


-

     

Expenses

   
 

Professional fees

7,533

 
 

Fund management fee (Note C)

32,064

 
 

Organization costs

201,466

 
 

Amortization

-

 
 

General and administrative expenses

    28,924

 
 

  269,987

 
     

NET INCOME (LOSS)

$ (248,568)

 
     

Net income (loss) allocated to
limited partners


$ (247,946)

 
     

Net income (loss) allocated to
general partner


$   (622)

 
     

Net income (loss) per BAC

$     (.05)

 
     







The Fund had not commenced operations as of June 30, 2004 therefore it does not have comparative information to report.










The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund V L.P.

STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)

Series 47


    2004

     

Income

   
 

Interest income

$    20,750

 
 

Other income

         -

 
 

    20,750

 

Share of loss from Operating
Partnerships(Note D)


-

     

Expenses

   
 

Professional fees

-

 
 

Fund management fee (Note C)

6,508

 
 

Organization costs

99,946

 
 

Amortization

-

 
 

General and administrative expenses

    25,241

 

  

  163,759

 
     

NET INCOME (LOSS)

$ (143,009)

 
     

Net income (loss) allocated to limited
partners


$ (142,651)

 
     

Net income (loss) allocated to general
partner


$   (358)

 
     

Net income (loss) per BAC

$     (.04)

 
     







Series 47 had not commenced operations as of June 30, 2004 therefore it does not have comparative information to report.












The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund IV L.P.

STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)

Series 48


    2004

     

Income

   
 

Interest income

$       669

 
 

Other income

         -

 
 

       669

 

Share of loss from Operating 
Partnerships(Note D)


   -

     

Expenses

   
 

Professional fees

1,025

 
 

Fund management fee (Note C) 

-

 
 

Organization costs

101,520

 
 

Amortization

-

 
 

General and administrative expenses

     3,683

 

  

   106,228

 
     

NET INCOME (LOSS)

$ (105,559)

 
     

Net income (loss) allocated to limited
partners


$ (105,295)

 
     

Net income (loss) allocated to general 
partner

$   (264)

 
     

Net income (loss) per BAC


$  (.01)

 
     








Series 48 had not commenced operations as of June 30, 2004 therefore it does not have comparative information to report.









The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund V L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL


Three months Ended June 30, 2004
(Unaudited)

 





Assignees



General
Partner


Accumulated
or other
comprehensive
income





Total

         

Partners' capital
(deficit)
  April 1, 2004



$ 15,877,615



$  (56)



$     -



$ 15,877,559

         

Capital contributions

 25,160,750

-

-

25,160,750

         

Selling commissions and
  registration costs


(3,026,099)


- -


- -


(3,026,099)

         

Net income (loss)

  (247,946)

     (622)

         -

  (248,568)

         

Partners' capital
(deficit),
  June 30, 2004



$ 37,764,320



$  (678)



$     -



$ 37,763,642

         

























The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund V L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

Three months Ended June 30, 2004
(Unaudited)

 





Assignees



General
Partner


Accumulated
or other
comprehensive
income





Total

Series 47

       

Partners' capital
(deficit)
  April 1, 2004



$ 15,877,615



$   (56)



$         -



$ 15,877,559

         

Capital contributions

16,333,890

-

-

16,333,890

         

Selling commissions and
  registration costs


(1,975,825)


- -


- -


(1,975,825)

         

Net income (loss)

  (142,651)

    (358)

         -

  (143,009)

         

Partners' capital
(deficit),
  June 30, 2004



$ 30,093,029



$   (414)



$         -



$ 30,092,615

         

Series 48

       

Partners' capital
(deficit)
  April 1, 2004



$   -



$   -



$         -



$   -

         

Capital contributions

8,826,860

-

-

8,826,860

         

Selling commissions and
  registration costs


(1,050,274)


- -


- -


(1,050,274)

         

Net income (loss)

  (105,295)

     (264)

         -

  (105,559)

         

Partners' capital
(deficit),
  June 30, 2004



$  7,671,291



$   (264)



$         -



$  7,671,027

         








The accompanying notes are an integral part of this statement


Boston Capital Tax Credit Fund V L.P.

STATEMENTS OF CASH FLOWS

Three months Ended June 30,
(Unaudited)

 

2004

 

Cash flows from operating activities:

   
     
 

Net income (loss)

$ (248,568)

 
 

Adjustments

   
 

Amortization

-

 
 

Distributions from Operating
  Partnerships


- -

 
 

Share of Loss from Operating
  Partnerships


- -

 
 

Changes in assets and liabilities

   

Decrease (Increase) in 
  organization costs


- -

 

(Decrease) Increase in accounts
  payable and accrued expenses


70,474

 
 

Decrease (Increase) in prepaid
  expenses


- -

 
 

Decrease (Increase) in accounts
  receivable


593,226

 
 

(Decrease) Increase in accounts
  payable affiliates


(299,998)

 
     
 

Net cash (used in) provided by 
operating activities


115,134

 
     
     

Cash flows from investing activities:

   
     
 

Acquisition costs repaid (paid) for
  Operating Partnerships acquired
  or to be acquired



(1,868,183)

 
 

Capital contributions paid to 
  Operating Partnerships


(5,956,781)

 
 

Advances to Operating Partnerships

(468,000)

 
 

Investments

 (5,574,898)

 
     

Net cash (used in) provided by
investing activities


(13,840,862)






The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund V L.P.

STATEMENTS OF CASH FLOWS

Three months Ended June 30,
(Unaudited)

 

2004

 
     

Continued

   
     

Cash flows from financing activities:

   
     
 

Sales and registration costs paid

(3,026,099)

 
 

Line of credit

(2,678,132)

 
 

Capital contributions received

  25,160,750

 
     
 

Net cash (used in) provided by
financing activities


  19,456,519

 
     
     

INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS


  5,730,791

 
     

Cash and cash equivalents, beginning

   6,659,989

 
     

Cash and cash equivalents, ending

$  12,390,780

 
     

Supplemental schedule of non-cash
  investing and financing activities
  the fund has increased its investments
  for unpaid capital contributions
  due to the Operating Partnerships





$  10,187,914

 
     










The fund had not commenced operations as of June 30, 2004 therefore it does not have comparative information to report.








The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund V L.P.

STATEMENTS OF CASH FLOWS

Three months Ended June 30,
(Unaudited)

Series 47

 

2004

 

Cash flows from operating activities:

   
     
 

Net income (loss)

$   (143,009)

 

Adjustments

 

Amortization

-

 
 

Distributions from Operating
  Partnerships


- -

 
 

Share of Loss from Operating
  Partnerships


- -

 
 

Changes in assets and liabilities

   
 

Decrease (Increase) in 
  organization costs


- -

 
 

(Decrease) Increase in accounts
  payable and accrued expenses


(672,851)

 
 

Decrease (Increase) in accounts
  receivable


4,570,129

 
 

(Decrease) Increase in accounts
  payable affiliates


(355,065)

 
     
 

Net cash (used in) provided by 
operating activities


3,399,204

 
     
     

Cash flows from investing activities:

   
     
 

Acquisition costs repaid (paid) for
  Operating Partnerships acquired
  or to be acquired



(1,244,047)

 
 

Capital contributions paid to 
  Operating Partnerships


(5,179,617)

 
 

Advances to Operating Partnerships

(468,000)

 
 

Investments

(5,547,898)

 
     
 

Net cash (used in) provided by
investing activities


(12,439,562)

 



The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund V L.P.

STATEMENTS OF CASH FLOWS

Three months Ended June 30,
(Unaudited)

Series 47

 

2004

 
     

Continued

   
     

Cash flows from financing activities:

   
     
 

Sales and registration costs paid

(1,975,825)

 
 

Line of credit

(2,678,132)

 
 

Capital contributions received

 16,333,890

 
     
 

Net cash (used in) provided by
financing activities


 11,679,933

 
     
     

INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS


  2,639,575

 
     

Cash and cash equivalents, beginning

  6,659,989

 
     

Cash and cash equivalents, ending

$  9,299,564

 
     

Supplemental schedule of non-cash
  investing and financing activities
  the fund has increased its investments
  for unpaid capital contributions
  due to the Operating Partnerships





$  4,211,462

 
     












Series 47 had not commenced operations as of June 30, 2004 therefore it does not have comparative information to report.




The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund V L.P.

STATEMENTS OF CASH FLOWS

Three months Ended June 30,
(Unaudited)

Series 48

 

2004

 

Cash flows from operating activities:

   
     
 

Net income (loss)

$  (105,559)

 
 

Adjustments

   
 

Amortization

-

 
 

Distributions from Operating
  Partnerships


- -

 
 

Share of Loss from Operating
  Partnerships


- -

 
 

Changes in assets and liabilities

   
 

Decrease (Increase) in 
  organization costs


- -

 
 

(Decrease) Increase in accounts
  payable and accrued expenses


743,325

 
 

Decrease (Increase) in accounts
  receivable


(3,976,903)

 
 

(Decrease) Increase in accounts
  payable affiliates


55,067

 
 

Net cash (used in) provided by 
operating activities


(3,284,070)

 
     
     

Cash flows from investing activities:

   
     
 

Acquisition costs repaid (paid) for
  Operating Partnerships acquired
  or to be acquired



(624,136)

 
 

Capital contributions paid to 
  Operating Partnerships


(777,164)

 
 

Advances to Operating Partnerships

-

 
 

Investments

          -

 
     
 

Net cash (used in) provided by
investing activities


(1,401,300)

 




The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund IV L.P.

STATEMENTS OF CASH FLOWS

Three months Ended June 30,
(Unaudited)

Series 48

 

2004

 
     

Continued

   
     

Cash flows from financing activities:

   
     
 

Sales and registration costs paid

(1,050,274)

 
 

Line of credit

          -

 
 

Capital contributions received

  8,826,860

 
     
 

Net cash (used in) provided by
financing activities


  7,776,586

 
     
     

INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS


  3,091,216

 
     

Cash and cash equivalents, beginning

     -

 
     

Cash and cash equivalents, ending

  3,091,216

 
     

Supplemental schedule of non-cash
  investing and financing activities
  the fund has increased its investments
  for unpaid capital contributions
  due to the Operating Partnerships





$  5,976,452

 
     











Series 48 had not commenced operations as of June 30, 2004 therefore it does not have comparative information to report.





The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund V L.P.
NOTES TO FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)

NOTE A - ORGANIZATION

Boston Capital Tax Credit Fund V L.P. (the "Fund") was organized under the laws of the State of Delaware as of October 5, 1993, for the purpose of acquiring, holding, and disposing of limited partnership interests in Operating Partnerships which will acquire, develop, rehabilitate, operate and own newly constructed, existing or rehabilitated low-income apartment complexes ("Operating Partnerships"). The General Partner of the Fund is Boston Capital Associates V LLC, a Delaware limited liability company. The members of the General Partner are Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, and John P. Manning, who is the managing member. Additional managers of the General Partner are Jeffrey H. Goldstein and Marc N. Teal. The general partner of Boston Capital Companion Limited Partnership is Boston Capital Partners II Corporation whose sole shareholder is John P. Manning. John P. Manning is the principal of Boston Capital Partners, Inc.

The Assignor Limited Partner is BCTC V Assignor Corp., a Delaware corporation which is wholly-owned by John P. Manning. The Assignor Limited Partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business. Units of beneficial interest in the Limited Partnership Interest of the Assignor Limited Partner will be assigned by the Assignor Limited Partner by means of beneficial assignee certificates ("BACs") to investors and investors will be entitled to all the rights and economic benefits of a Limited Partner of the Fund including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Fund.

A Registration Statement on Form S-11 and the related prospectus, as supplemented (the "Prospectus") were filed with the Securities and Exchange Commission and became effective January 2, 2004 in connection with a public offering ("Offering") in one or more series of a minimum of 250,000 BACs and a maximum of 7,000,000 BACs at $10 per BAC. As of June 30, 2004, subscriptions had been received and accepted by the Fund for 4,361,020 BAC's representing capital contributions of $43,610,200.

The Offering, including information regarding the issuance of BACs in series, is described on pages 161 to 167 of the Prospectus, as supplemented, under the caption "The Offering", which is incorporated herein by reference.

Below is a summary of the BACs sold and total equity raised by series as of the June 30, 2004:

Series

Closing Date

BACs Sold

Equity Raised

Series 47

April 30, 2004

3,478,334

$34,783,340

Series 48

N/A

882,686

$8,826,860

 

The Fund was completed its offering of BACS in Series 48 on July 31, 2004. The Fund anticipates beginning to offer BACs in Series 49 in August 2004.

 

Boston Capital Tax Credit Fund V L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 2004
(Unaudited)

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements herein as of June 30, 2004 and for the three months then ended have been prepared by the Fund, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The Fund accounts for its investments in Operating Partnerships using the equity method, whereby the Fund 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 Fund in acquiring the investments in the Operating Partnerships are capitalized to the investment account.

The Fund'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 financial statements prepared in accordance with generally accepted accounting principals 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 notes thereto included in the Fund's Annual Report on Form 10-K.

Investment Securities

The Fund has determined that all of its investment securities are to be categorized as securities available for sale. Securities classified as available for sale are those debt securities that the Fund purchased that may be liquidated prior to the maturity date should the need arise.

These securities are carried at approximate fair market value. All of the investments held by the Fund are tax-exempt municipal bonds.


The amortized cost of securities available for sale as of June 30, 2004 by contractual maturity are as follows:

 

Amortized Cost

   

Due in one year or less

$ -

Due after one year

5,547,898

Total

$5,547,898

 

 

 

Boston Capital Tax Credit Fund V L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 2004
(Unaudited)

NOTE C - RELATED PARTY TRANSACTIONS

The Fund has entered into several transactions with various affiliates of the general partner, including Boston Capital Holdings Limited Partnership, Boston Capital Services, Inc., and Boston Capital Asset Management L.P. as follows:

For the quarter ended June 30, 2004, Boston Capital Services, Inc. received $135,772 and $111,111, respectively, for Series 47 and 48, as Dealer-Manager fees for marketing advice and investment banking services performed at the time of the Fund's offering of BACs.

Boston Capital Holdings L.P. is entitled to asset acquisition fees for selecting, evaluating, structuring, negotiating, and closing the Fund's acquisition of interest in the Operating Partnerships. During the quarter ended June 30, 2004, Series 47 and Series 48 paid $844,166 and $888,888, respectively for acquisition fees to Boston Capital Holdings Limited Partnership.

An annual fund management fee based on .5 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships has been accrued or paid to Boston Capital Asset Management L.P.

The fund management fee accrued for the quarter ended June 30, 2004 is as follows:

 

2004

 

Series 47

$   10,159

 

 


The fund management fee paid for the quarter ended June 30, 2004 is as follows:

 

2004

 

Series 47

$  21,905

 
     

 

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At June 30, 2004 the Fund has limited partnership interests in 10 Operating Partnerships which own or are constructing apartment complexes.

The breakdown of Operating Partnerships within the Fund at June 30, 2004 is as follows:

 

2004

 

Series 47

7

 

Series 48

3

 

 

Boston Capital Tax Credit Fund V L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 2004
(Unaudited)

NOTE D - INVESTMENT IN OPERATING PARTNERSHIPS - (continued)

The Fund's fiscal year ends March 31st for 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 Fund within 45 days after the close of each Operating Partnership's quarterly period. Accordingly, the financial results available for the Operating Partnerships would be for the three months ended March 31, 2004. Since the Operating Partnerships in which Series 47 had invested as of March 31, 2004 were under construction, and since Series 48 had not invested in ay Operating Partnerships as of March 31, 2004, there are no financial results to report.

NOTE E - TAXABLE LOSS

The Fund's taxable loss for the year ended December 31, 2004 is expected to differ from its loss for financial reporting purposes. 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 Discussions and Analysis of Financial Condition and
Results of Operations


Liquidity

The Fund's primary source of funds is the proceeds of its Public Offering. Other sources of liquidity will include (i) interest earned on capital contributions held pending investment and on working capital (ii) cash distributions from operations of the Operating Partnerships in which the Fund has and will invest and (iii) a line of credit. The Fund does not anticipate significant cash distributions from operations of the Operating Partnerships.

Boston Capital Tax Credit Fund V LP and other Funds sponsored and offered by Boston Capital Services, Inc. have entered into a line of credit financing agreement with Fleet National Bank whereby they can collectively borrow up to $40 million for up to 180 days to meet short-term cash needs required for the investment in certain Operating Partnerships. Under the terms of the agreement, the Fund pledges their interest in a particular Operating Partnership in order to draw funds from the line. The repayment of any draws is anticipated to be made once the Fund has received sufficient Investor proceeds. Repayments on the line are tied to specific Operating Partnerships, which are then released as collateral by the bank. As of June 30, 2004 Boston Capital Tax Credit Fund V LP did have any amounts outstanding on the line of credit.

The Fund is accruing a portion of the fund management fee for Series 47 in order to maintain adequate Fund reserves. Pursuant to the Partnership Agreement, such liabilities will be deferred until the Fund receives sales or refinancing proceeds from the Operating Partnerships, which will be used to satisfy such liabilities. The Fund's working capital and sources of liquidity coupled with affiliated party liability accruals allow sufficient levels of liquidity to meet the third party obligations of the Fund. The Fund is currently unaware of any trends which would create insufficient liquidity to meet future third party obligations.

Capital Resources

The Fund offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on January 2, 2004. The Fund received $34,783,340 and $8,826,860 representing 3,478,334 and 882,686 BACs from investors admitted as BAC Holders in Series 47 and Series 48, respectively, as of June 30, 2004.

Series 47

The Fund commenced offering BACs in Series 47 on January 2, 2004. Offers and sales of BACs in Series 47 were completed on April 30, 2004. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 7 Operating Partnerships in the amount of $16,521,643.

During the quarter ended June 30, 2004, Series 47 recorded capital contribution releases of $5,179,617. Series 47 has outstanding contributions payable in the amount of $7,731,889 as of June 30, 2004. The remaining contributions will be released from available net offering proceeds, when the Operating Partnerships have achieved the conditions set forth in their partnership agreements.

Series 48

The Fund commenced offering BACs in Series 48 on February 1, 2003. Offers and sales of BACs in Series 48 were completed on July 31, 2003. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 3 Operating Partnerships in the amount of $6,753,616.

During the quarter ended June 30, 2004, Series 48 recorded capital contribution releases of $777,164. Series 48 has outstanding contributions payable in the amount of $5,976,452 as of June 30, 2004. The remaining contributions will be released from available net offering proceeds, additional net offering proceeds and collection accounts receivable, when the Operating Partnerships have achieved the conditions set forth in their partnership agreements.

Line of Credit

Boston Capital Tax Credit Fund V LP and other Funds sponsored and offered by Boston Capital Services, Inc. have entered into a line of credit financing agreement with Fleet National Bank whereby they can collectively borrow up to $40 million for up to 90 days to meet short-term cash needs required for the investment in certain Operating Partnerships. Under the terms of the agreement, the Fund pledges their interest in a particular Operating Partnership in order to draw funds from the line. The repayment of any draws is anticipated to be made once the Fund has received sufficient Investor proceeds. Repayments on the line are tied to specific Operating Partnerships, which are then released as collateral by the bank. As of June 30, 2004 Boston Capital Tax Credit Fund V LP did not have any amounts outstanding on the line of credit.

Results of Operations

As of June 30, 2004 the Fund held limited partnership interests in 10 Operating Partnerships. 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 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 Fund's results of operations for future periods will vary significantly from those for the period ended June 30, 2004 as Series 47 and Series 48 continue to use the funds raised to invest in partnership interests of additional Operating Partnerships, and the Fund offers additional BACs in Series 48 and other series.

 

 

The Fund incurred a fund management fee to Boston Capital Asset Management Limited Partnership in an amount equal to .5 percent of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of certain asset management and reporting fees paid by the Operating Partnerships. The fund management fee incurred for the quarter ended June 30, 2004 for Series 47 was $32,064.

The Fund's investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested or intends to invest. The Fund's investments in Operating Partnerships have been and will be made principally with a view towards realization of Federal Housing Tax Credits for allocation to its partners and BAC holders.

Series 47

As of June 30, 2004 the series had a total of 7 properties all of were under construction. Since all of the properties were acquired after June 30, 2003, there is no comparative information to report.

The properties acquired as of March 31, 2004 were all under construction, therefore the series does not have any current property operations to report.

Series 48

As of June 30, 2004 the series had a total of 3 properties all of were under construction. Since all of the properties were acquired after June 30, 2003, there is no comparative information to report.

The series has not acquired any properties of March 31, 2004, therefore the series does not have any current property operations to report.

 

Off Balance Sheet Arrangements

None.

Critical 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 Fund's General Partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Boston Capital Associates V LLC carried out an evaluation of the effectiveness of the Fund'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 Partnership's Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Fund's disclosure controls and procedures were adequate and effective in timely alerting them to material information relating to the Fund required to be included in the Fund's periodic SEC filings.

     
 

(b)

Changes in Internal Controls

   

There were no changes in the Fund's internal control over financial reporting that occurred during the quarter ended June 30, 2004 that materially affected, or are reasonably likely to materially affect, the Fund's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

   
 

None

   

Item 2.

Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

   
 

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 and Reports on Form 8-K

   
 

(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

   
 

(b)Reports on Form 8-K

   
   

None

 

 

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

 

Boston Capital Tax Credit Fund V L.P.

 

By:

Boston Capital Associates V LLC,
General Partner

   
     

Date: August 19, 2004

 

By:

/s/ John P. Manning
John P. Manning

     
     

Managing Member

 

 

 

 


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
Fund and in the capacities and on the dates indicated:

DATE:

SIGNATURE:

TITLE:

August 19, 2004

/s/ John P. Manning

Director, President (Principal Executive Officer), Boston Capital Partners II Corp.; Director, President (Principal Executive Officer) BCTC V Assignor Corp.

 

John P. Manning

   
   
   
   
   
     

August 19, 2004

/s/ Marc N. Teal

Marc N. Teal

Sr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer, Boston Capital Partners II Corp.; Sr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer, BCTC V Assignor Corp.