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EX-31 - BCTC I DECEMBER 2010 CERTIFICATION 302 - BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIPb11210cert302jpm.htm
EX-31 - BCTC I DECEMBER 2010 CERTIFICATION 302 - BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIPb11210cert302mnt.htm
EX-32 - BCTC I DECEMBER 2010 CERTIFICATION 906 - BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIPb11210cert906mnt.htm
EX-32 - BCTC I DECEMBER 2010 CERTIFICATION 906 - BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIPb11210cert906jpm.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

      For the quarterly period ended December 31, 2010

                                             or

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

For the transition period from _______ to _______

Commission file number        0-17679

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)

                   (617) 624-8900                   

(Registrant's telephone number, including area code)

(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 ý

No o

Indicate by check mark whether the registrant has submitted electronically and

posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes 

No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o

No ý

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED
DECEMBER 31, 2010

TABLE OF CONTENTS
FOR THE QUARTER ENDED DECEMBER 31, 2010

Part I. Financial information

Item 1. CONDENSED FINANCIAL STATEMENTS

CONDENSED Balance Sheets 4

Condensed Balance Sheets Series 1 5

Condensed Balance Sheets Series 2 6

Condensed Balance Sheets Series 3 7

Condensed Balance Sheets Series 4 8

Condensed Balance Sheets Series 5 9

Condensed Balance Sheets Series 6 10

CONDENSED Statements of Operations three months 11

Condensed Three Months Operations Series 1 *

Condensed Three Months Operations Series 2 *

Condensed Three Months Operations Series 3 *

Condensed Three Months Operations Series 4 15

Condensed Three Months Operations Series 5 16

Condensed Three Months Operations Series 6 17

CONDENSED Statements of Operations NINE months 18

Condensed Nine Months Operations Series 1 19

Condensed Nine Months Operations Series 2 20

Condensed Nine Months Operations Series 3 21

Condensed Nine Months Operations Series 4 22

Condensed Nine Months Operations Series 5 23

Condensed Nine Months Operations Series 6 24

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DeFICIT) 25

Condensed Partners' Capital (Deficit) Series 1 26

Condensed Partners' Capital (Deficit) Series 2 26

Condensed Partners' Capital (Deficit) Series 3 27

Condensed Partners' Capital (Deficit) Series 4 27

Condensed Partners' Capital (Deficit) Series 5 28

Condensed Partners' Capital (Deficit) Series 6 28

CONDENSED Statements of Cash Flows 29

Condensed Cash Flows Series 1 *

Condensed Cash Flows Series 2 31

Condensed Cash Flows Series 3 32

Condensed Cash Flows Series 4 33

Condensed Cash Flows Series 5 34

Condensed Cash Flows Series 6 35











 

 

 

 

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2010

TABLE OF CONTENTS (CONTINUED)

Notes to CONDENSED Financial Statements 36

Note A Organization 36

Note B Accounting *

Note C Related Party Transactions 37

Note D Investments 39

COMBINED CONDENSED STATEMENTS OF OPERATION 41

Combined Condensed Statements Series 1 42

Combined Condensed Statements Series 2 43

Combined Condensed Statements Series 3 44

Combined Condensed Statements Series 4 45

Combined Condensed Statements Series 5 46

Combined Condensed Statements Series 6 47

Note E Taxable Loss 48

Note F Income Taxes 48

Note G Plan of Liquidation 48

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

Results of Operations 49

Liquidity 49

Capital Resources 50

Results of Operations 51

Principal Accounting Policies 57

Recent Accounting Changes 58

Item 3. Quantitative and Qualitative Disclosures About Market Risk 60

Item 4. Controls and Procedures 60

Part II Other Information 61

Item 1. Legal Proceedings 61

Item 1A. Risk Factors 61

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 61

Item 3. Defaults Upon Senior Securities 61

Item 4. (Removed and Reserved) 61

Item 5. Other Information 61

Item 6. Exhibits 61

Signatures 62

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

 

 

 

December 31,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents

$  3,066,304

$  3,195,380

 



 

$  3,066,304

$  3,195,380

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$     15,000

Accounts payable affiliates (note C)

  5,444,681

  5,393,300

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
  Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   9,800,600 issued and 9,795,600

outstanding  






(1,576,867)






(1,413,063)

General Partner

  (801,510)

  (799,857)

 

(2,378,377)

(2,212,920)

 

$  3,066,304

$  3,195,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this condensed statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

Series 1

 

 

 

December 31,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents

$      35,858

$     44,150

 

 

 

 

$      35,858

$     44,150

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$           -

$          -

Accounts payable affiliates (note C)

   2,626,278

  2,605,542

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
  Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   1,299,900 issued and outstanding 






(2,451,683)






(2,422,945)

General Partner

   (138,737)

   (138,447)

 

 (2,590,420)

 (2,561,392)

 

$      35,858

$      44,150

 

 

 

 

 

 



The accompanying notes are an integral part of this condensed statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

Series 2

 

 

 

December 31,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents

$  1,082,679

$ 1,102,415

 

 

 

 

$  1,082,679

$ 1,102,415

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$         -

Accounts payable affiliates (note C)

          -

         -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   830,300 issued and outstanding 






1,138,064






1,157,603

General Partner

   (55,385)

  (55,188)

 

  1,082,679

 1,102,415

 

$  1,082,679

$ 1,102,415

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this condensed statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

Series 3

 

 

 

December 31,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents


$    215,446


$   127,823

 

 

 

 

$    215,446

$   127,823

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$         -

Accounts payable affiliates (note C)

  2,818,403

 2,787,758

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   2,882,200 issued and 2,877,200

outstanding 






(2,344,110)






(2,400,518)

General Partner

  (258,847)

  (259,417)

 


(2,602,957)


(2,659,935)

 


$    215,446


$    127,823

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this condensed statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

Series 4

 

 

 

December 31,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents

$  1,279,607

$  1,446,635

 

 

 

 

$  1,279,607

$  1,446,635

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$     15,000

Accounts payable affiliates (note C)

          -

          -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   2,995,300 issued and outstanding 






1,514,973






1,665,481

General Partner

  (235,366)

  (233,846)

 

  1,279,607

  1,431,635

 

$  1,279,607

$  1,446,635

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this condensed statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

Series 5

 

 

 

December 31,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents

$    452,714

$     474,357

 

 

 

 

$    452,714

$     474,357

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$           -

Accounts payable affiliates (note C)

          -

           -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   489,900 issued and outstanding 






489,900






511,327

General Partner

   (37,186)

    (36,970)

 

    452,714

     474,357

 

$    452,714

$     474,357

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this condensed statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

Series 6

 

 

 

December 31,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents

$          -

$          -

 

 

 

 

$          -

$          -

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$          -

Accounts payable affiliates (note C)

          -

          -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   1,303,000 issued and outstanding 






75,989






75,989

General Partner

   (75,989)

   (75,989)

 

          -

          -

 

$          -

$          -

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS


Three Months Ended December 31,
(Unaudited)

 


     2010


     2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$     6,455

 

$     2,238

 

  Miscellaneous income

     3,490

 

         -

 

 

     9,945

 

     2,238

 

Share of income from Operating
  Partnerships(Note D)


         -

 


 2,135,958

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

894

 

9,199

 

  Partnership management fees (Note C)

23,407

 

29,667

 

  General and administrative fees

    17,996

 

    53,791

 

  


    42,297

 


    92,657

 

 

 

 

 

 

  NET INCOME (LOSS)

$  (32,352)

 

$ 2,045,539

 

 

 

 

 

 

Net income (loss) allocated to assignees

$  (32,028)

 

$ 2,025,083

 

 

 

 

 

 

Net income (loss) allocated to general partner


$     (324)

 


$    20,456

 

 

 

 

 

 

Net income (loss) per BAC

$     (.00)

 

$       .21

 

 

 

 

 

 







The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 1


     2010


     2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        60

 

$         31

 

Miscellaneous income

       118

 

          -

 

       178

         31

Share of income from Operating
  Partnerships(Note D)

         -

          -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

118

 

1,324

 

  Partnership management fees (Note C)    

5,016

 

3,756

 

  General and administrative fees

     3,154

 

      3,176

 

  


     8,288

 


      8,256

 

 

 

 

 

 

  NET INCOME (LOSS)

$   (8,110)

 

$    (8,225)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$   (8,029)

 

$    (8,143)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$      (81)

 


$       (82)

 

 

 

 

 

 

Net income (loss) per BAC

$     (.01)

 

$      (.01)

 

 

 

 

 

 

 












The accompanying notes are an integral part of this condensed statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 2


     2010


     2009

 

 

 

 

Income

 

 

 

 Interest income

$     2,250

$        752

 

 Miscellaneous income

     2,662

          -

 

 


     4,912


        752

 

Share of income from Operating
  Partnerships(Note D)

         -

          -

 

 

 

 

Expenses

 

 

 

 Professional fees

65

1,066

 

 Partnership management fees (Note C)

5,245

5,302

 

 General and administrative fees

     2,440

      2,513

 

 


     7,750


      8,881

 

 

 

 

 

  NET INCOME (LOSS)

$   (2,838)

$    (8,129)

 

 

 

 

 

Net income (loss) allocated to assignees

$   (2,810)

$    (8,048)

 

 

 

 

 

Net income (loss) allocated to general partner


$      (28)


$       (81)

 

 

 

 

 

Net income (loss) per BAC

$     (.00)

$      (.01)

 

 

 

 

 















The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended December 31,
(Unaudited)

Series 3


      2010


       2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$      370

 

$         99

 

  Miscellaneous income

      118

 

          -

 

 

      488

 

         99

 

Share of income from Operating
  Partnerships(Note D)


        -


          -

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

296

 

2,396

 

  Partnership management fees (Note C)

4,038

 

10,215

 

  General and administrative expenses

    5,618

 

      5,511

 

  


    9,952

 


     18,122

 

 

 

 

 

 

  NET INCOME (LOSS)

$  (9,464)

 

$   (18,023)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$  (9,369)

 

$   (17,843)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$     (95)

 


$      (180)

 

 

 

 

 

 

Net income (loss) per BAC

$    (.00)

 

$      (.01)

 

 

 

 

 

 

 







The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 4


      2010


       2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$     3,003

 

$       740

 

  Miscellaneous income

       118

 

         -

 

 

     3,121

 

       740

 

Share of income from Operating
  Partnerships(Note D)

         -

 2,135,958

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

378

 

2,500

 

  Partnership management fees (Note C)

5,367

 

6,621

 

  General and administrative fees

     4,827

 

     4,782

 

  


    10,572

 


    13,903

 

 

 

 

 

 

  NET INCOME (LOSS)

$   (7,451)

 

$ 2,122,795

 

 

 

 

 

 

Net income (loss) allocated to assignees

$   (7,376)

 

$ 2,101,567

 

 

 

 

 

 

Net income (loss) allocated to general partner


$      (75)

 


$    21,228

 

 

 

 

 

 

Net income (loss) per BAC

$     (.00)

 

$       .70

 

 

 

 

 

 

 











The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended December 31,
(Unaudited)

Series
5


      2010


       2009

 

 

 

Income

 

 

  Interest income

$       772

$        326

  Miscellaneous income

       474

          -

 

     1,246

        326

Share of income from Operating
  Partnerships(Note D)

         -

          -

 

 

 

Expenses

 

 

  Professional fees

37

780

  Partnership management fees (Note C)

3,741

3,773

  General and administrative fees

     1,957

      2,062

  


     5,735


      6,615

 

 

 

  NET INCOME (LOSS)

$   (4,489)

$    (6,289)

 

 

 

Net income (loss) allocated to assignees

$   (4,444)

$    (6,226)

 

 

 

Net income (loss) allocated to general partner


$      (45)


$       (63)

Net income (loss) per BAC

$     (.01)

$      (.01)

 

 

 

















The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 6


      2010


       2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        -

 

$        290

 

  Miscellaneous income

        -

 

          -

 

 

        -

 

        290

 

Share of income from Operating
  Partnerships(Note D)

        -

          -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

-

 

1,133

 

  Partnership management fees (Note C)

-

 

-

 

  General and administrative expenses

        -

 

     35,747

 

  


        -

 


     36,880

 

 

 

 

 

 

  NET INCOME (LOSS)

$        -

 

$   (36,590)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$        -

 

$   (36,224)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$        -

 


$      (366)

 

Net income (loss) per BAC

$        -

 

$      (.03)

 

 





 

 

 

 

 

The accompanying notes are an integral part of this condensed statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS


Nine Months Ended December 31,
(Unaudited)

 


     2010


     2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$    19,948

 

$     7,992

 

  Miscellaneous income

   100,594

 

    23,618

 

 

   120,542

 

    31,610

 

Share of income from Operating
  Partnerships(Note D)


     7,183

 


 2,231,750

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

56,163

 

77,892

 

  Partnership management fees (Note C)

67,603

 

77,214

 

  General and administrative fees

    39,493

 

    95,646

 

  


   163,259

 


   250,752

 

 

 

 

 

 

  NET INCOME (LOSS)

$  (35,534)

 

$ 2,012,608

 

 

 

 

 

 

Net income (loss) allocated to assignees

$  (35,180)

 

$ 1,992,482

 

 

 

 

 

 

Net income (loss) allocated to general partner


$     (354)

 


$    20,126

 

 

 

 

 

 

Net income (loss) per BAC

$     (.00)

 

$       .20

 

 

 

 

 

 







The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 1


      2010


      2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        243

 

$        122

 

Miscellaneous income

        118

 

         73

 

        361

        195

Share of income from Operating
  Partnerships(Note D)

          -

          -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

10,455

 

11,464

 

  Partnership management fees (Note C)    

11,788

 

7,459

 

  General and administrative fees

      7,146

 

      9,317

 

  


     29,389

 


     28,240

 

 

 

 

 

 

  NET INCOME(LOSS)

$   (29,028)

 

$   (28,045)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$   (28,738)

 

$   (27,765)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$      (290)

 


$      (280)

 

 

 

 

 

 

Net income (loss) per BAC

$      (.02)

 

$      (.02)

 

 

 

 

 

 

 

 












The accompanying notes are an integral part of this condensed statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 2


     2010


     2009

 

 

 

 

Income

 

 

 

 Interest income

$      7,019

$      2,706

 

 Miscellaneous income

      2,662

          -

 

 


      9,681


      2,706

 

Share of income from Operating
  Partnerships(Note D)

          -

     30,203

 

 

 

 

Expenses

 

 

 

 Professional fees

8,629

11,155

 

 Partnership management fees (Note C)

14,844

13,364

 

 General and administrative fees

      5,944

      7,641

 

 


     29,417


     32,160

 

 

 

 

 

  NET INCOME(LOSS)

$   (19,736)

$        749

 

 

 

 

 

Net income (loss) allocated to assignees

$   (19,539)

$        742

 

 

 

 

 

Net income (loss) allocated to general partner


$      (197)


$          7

 

 

 

 

 

Net income (loss) per BAC

$      (.02)

$        .00

 

 

 

 

 















The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 3


      2010


      2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$      1,133

 

$        357

 

  Miscellaneous income

     97,222

 

         52

 

 

     98,355

 

        409

 

Share of income from Operating
  Partnerships(Note D)


          -


     62,941

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

16,083

 

18,558

 

  Partnership management fees (Note C)

13,648

 

20,677

 

  General and administrative expenses

     11,646

 

     16,557

 

  


     41,377

 


     55,792

 

 

 

 

 

 

  NET INCOME(LOSS)

$     56,978

 

$      7,558

 

 

 

 

 

 

Net income (loss) allocated to assignees

$     56,408

 

$      7,482

 

 

 

 

 

 

Net income (loss) allocated to general partner


$        570

 


$         76

 

 

 

 

 

 

Net income (loss) per BAC

$        .02

 

$        .00

 

 

 

 

 

 

 







The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)


Series 4


      2010


      2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$     8,789

 

$       972

 

  Miscellaneous income

       118

 

    23,493

 

 

     8,907

 

    24,465

 

Share of income from Operating
  Partnerships(Note D)

     7,183

 2,135,958

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

12,614

 

14,656

 

  Partnership management fees (Note C)

16,101

 

24,732

 

  General and administrative fees

     9,480

 

    14,688

 

  


    38,195

 


    54,076

 

 

 

 

 

 

  NET INCOME(LOSS)

$  (22,105)

 

$ 2,106,347

 

 

 

 

 

 

Net income (loss) allocated to assignees

$  (21,884)

 

$ 2,085,284

 

 

 

 

 

 

Net income (loss) allocated to general partner


$     (221)

 


$    21,063

 

 

 

 

 

 

Net income (loss) per BAC

$     (.01)

 

$       .70

 

 

 

 

 

 

 











The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 5


      2010


      2009

 

 

 

Income

 

 

  Interest income

$      2,764

$      1,193

  Miscellaneous income

        474

          -

 

      3,238

      1,193

Share of income from Operating
  Partnerships(Note D)

          -

      2,648

 

 

 

Expenses

 

 

  Professional fees

8,382

9,682

  Partnership management fees (Note C)

11,222

10,982

  General and administrative fees

      5,277

      6,077

  


     24,881


     26,741

 

 

 

  NET INCOME(LOSS)

$   (21,643)

$   (22,900)

 

 

 

Net income (loss) allocated to assignees

$   (21,427)

$   (22,671)

 

 

 

Net income (loss) allocated to general partner


$      (216)


$      (229)

Net income (loss) per BAC

$      (.04)

$      (.05)

 

 

 

















The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)


Series 6


      2010


      2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        -

 

$      2,642

 

  Miscellaneous income

        -

 

          -

 

 

        -

 

      2,642

 

Share of income from Operating
  Partnerships(Note D)

        -

          -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

-

 

12,377

 

  Partnership management fees (Note C)

-

 

-

 

  General and administrative expenses

        -

 

     41,366

 

  


        -

 


     53,743

 

 

 

 

 

 

  NET INCOME(LOSS)

$        -

 

$   (51,101)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$        -

 

$   (50,590)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$        -

 


$      (511)

 

Net income (loss) per BAC

$        -

 

$      (.04)

 

 





 

 

 

 

 

The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2010

(Unaudited)



Assignees



General
Partner





Total

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$(1,413,063)



$  (799,857)



$(2,212,920)

 

 

 

 

Distributions

(128,624)

(1,299)

(129,923)

 

 

 

 

Net income (loss)

   (35,180)

      (354)

   (35,534)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2010



$(1,576,867)



$  (801,510)



$(2,378,377)

 

 

 

 



























The accompanying notes are an integral part of this condensed statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2010

(Unaudited)

 


Assignees

General
Partner

Total

Series 1

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$(2,422,945)



$  (138,447)



$(2,561,392)

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

   (28,738)

      (290)

   (29,028)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2010



$(2,451,683)



$  (138,737)



$(2,590,420)

 

 

 

 

 

 

 

 

Series 2

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$  1,157,603



$   (55,188)



$  1,102,415

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

   (19,539)

      (197)

   (19,736)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2010



$  1,138,064



$   (55,385)



$  1,082,679

 

 

 

 













The accompanying notes are an integral part of this condensed statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2010

(Unaudited)

 


Assignees

General
Partner

Total

Series 3

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$(2,400,518)



$  (259,417)



$(2,659,935)

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

     56,408

        570

     56,978

 

 

 

 

Partners' capital
(deficit),
  December 31, 2010



$(2,344,110)



$  (258,847)



$(2,602,957)

 

 

 

 

 

 

 

 

Series 4

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$  1,665,481



$  (233,846)



$  1,431,635

 

 

 

 

Distributions

(128,624)

(1,299)

(129,923)

 

 

 

 

Net income (loss)

   (21,884)

      (221)

   (22,105)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2010



$  1,514,973



$  (235,366)



$  1,279,607

 

 

 

 












 

The accompanying notes are an integral part of this condensed statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2010

(Unaudited)

 


Assignees

General
Partner

Total

Series 5

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$   511,327



$   (36,970)



$    474,357

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

  (21,427)

      (216)

   (21,643)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2010



$   489,900



$   (37,186)



$    452,714

 

 

 

 

Series 6

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$    75,989



$   (75,989)



$          -

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

         -

          -

          -

 

 

 

 

Partners' capital
(deficit),
  December 31, 2010



$    75,989



$   (75,989)



$          -














The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS


Nine Months Ended December 31,

(Unaudited)

 

     2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$   (35,534)

$  2,012,608

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


(7,183)


(2,231,750)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable 

(15,000)

13,384

     Increase (Decrease) in accounts
        payable affiliates


     51,381


  (800,458)

 

 

 

      Net cash (used in) provided by 
        operating activities


    (6,336)


(1,006,216)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


      7,183


  2,231,750

 

 

 

      Net cash (used in) provided by
        investing activity


      7,183


  2,231,750

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

  (129,923)

(1,303,000)

 

 

 

      Net cash (used in) provided by
        financing activity


  (129,923)


(1,303,000)

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(129,076)


(77,466)

 

 

 

   Cash and cash equivalents, beginning

  3,195,380

  3,297,198

 

 

 

   Cash and cash equivalents, ending

$  3,066,304

$  3,219,732




The accompanying notes are an integral part of this condensed statement

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS


Nine Months Ended December 31,

(Unaudited)


Series 1

    2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$  (29,028)

$   (28,045)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships

-

-

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable

-

-

     Increase (Decrease) in accounts
        payable affiliates


    20,736


     20,756

 

 

 

      Net cash (used in) provided by 
        operating activities


   (8,292)


    (7,289)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition 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

(8,292)

(7,289)

 

 

 

   Cash and cash equivalents, beginning

    44,150

     53,723

 

 

 

   Cash and cash equivalents, ending

$    35,858

$     46,434

The accompanying notes are an integral part of this condensed statement

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)

Series 2

 

     2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$  (19,736)

$        749

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


-


(30,203)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable

-

-

     Increase (Decrease) in accounts
        payable affiliates


         -


          -

 

 

 

      Net cash (used in) provided by 
        operating activities


  (19,736)


   (29,454)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


         -


     30,203

 

 

 

      Net cash (used in) provided by
        investing activity


         -


     30,203

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

         -

          -

 

 

 

      Net cash (used in) provided by
        financing activity


         -


          -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(19,736)


749

 

 

 

   Cash and cash equivalents, beginning

 1,102,415

  1,108,583

 

 

 

   Cash and cash equivalents, ending

$ 1,082,679

$  1,109,332




The accompanying notes are an integral part of this condensed statement

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)


Series 3

 

     2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$   56,978

$    7,558

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships

-

(62,941)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable

-

-

     Increase (Decrease) in accounts
        payable affiliates


   30,645


   (15,039)

 

 

 

      Net cash (used in) provided by 
        operating activities

   87,623

   (70,422)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships

        -

     62,941

 

 

 

      Net cash (used in) provided by
        investing activity

        -

     62,941

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

        -

          -

 

 

 

      Net cash (used in) provided by
        financing activity


        -


          -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


87,623


(7,481)

 

 

 

   Cash and cash equivalents, beginning

  127,823

    140,154

 

 

 

   Cash and cash equivalents, ending

$  215,446

$    132,673


The accompanying notes are an integral part of this condensed statement

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)


Series 4

 

     2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$   (22,105)

$  2,106,347

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships

(7,183)

(2,135,958)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable

(15,000)

15,000

     Increase (Decrease) in accounts
        payable affiliates

          -

  (806,175)

 

 

 

      Net cash (used in) provided by 
        operating activities


   (44,288)


  (820,786)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships

      7,183

  2,135,958

 

 

 

      Net cash (used in) provided by
        investing activity

      7,183

  2,135,958

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

  (129,923)

          -

 

 

 

      Net cash (used in) provided by
        financing activity

  (129,923)


          -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


  (167,028)


    1,315,172

 

 

 

   Cash and cash equivalents, beginning

  1,446,635

    136,149

 

 

 

   Cash and cash equivalents, ending

$  1,279,607

$  1,451,321


The accompanying notes are an integral part of this condensed statement

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)

Series 5

 

     2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$  (21,643)

$   (22,900)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


-


(2,648)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable

-

-

     Increase (Decrease) in accounts
        payable affiliates


         -


         -

 

 

 

      Net cash (used in) provided by 
        operating activities


  (21,643)


  (25,548)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


         -


     2,648

 

 

 

      Net cash (used in) provided by
        investing activity


         -


     2,648

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

         -

         -

 

 

 

      Net cash (used in) provided by
        financing activity


         -


         -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(21,643)


(22,900)

 

 

 

   Cash and cash equivalents, beginning

   474,357

   502,872

 

 

 

   Cash and cash equivalents, ending

$   452,714

$   479,972




The accompanying notes are an integral part of this condensed statement

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)


Series 6

 

     2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$       -

$   (51,101)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


-


-

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable

-

(1,616)

     Increase (Decrease) in accounts
        payable affiliates


        -


          -

 

 

 

      Net cash (used in) provided by 
        operating activities


        -


   (52,717)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


        -


          -

 

 

 

      Net cash (used in) provided by
        investing activity


        -


          -

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

        -

(1,303,000)

 

 

 

      Net cash (used in) provided by
        financing activity


        -


(1,303,000)

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS

-

(1,355,717)

 

 

 

   Cash and cash equivalents, beginning

        -

  1,355,717

 

 

 

   Cash and cash equivalents, ending

$        -

$          -




The accompanying notes are an integral part of this condensed statement

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS
December 31, 2010

(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 Partnership's general partner was reorganized as follows. The general partner of the Partnership continues to be Boston Capital Associates Limited Partnership, a Massachusetts limited partnership. The general partner of the general partner of the Partnership is BCA Associates Limited Partnership, a Massachusetts limited partnership whose sole general partner is C&M Management, Inc., a Massachusetts corporation 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 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. As of December 31, 2010 2,877,200 BACs in Series 3 are outstanding. The Partnership is no longer offering and does not intend to offer any additional BACs.



 

 

 






Boston Capital Tax Credit Fund Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2010
(Unaudited)

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements included herein as of December 31, 2010 and for the 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 financial 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 of the Partnership, including Boston Capital Holdings LP, Boston Capital Partners, Inc. and Boston Capital Asset Management Limited Partnership.

Accounts payable - affiliates at December 31, 2010 and 2009 represents accrued general and administrative expenses, accrued partnership management fees, and advances from an affiliate of the general partner of the Partnership, which are payable to Boston Capital Holdings LP and Boston Capital Asset Management Limited Partnership.

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2010
(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 Limited Partnership, the amounts accrued are not net of reporting fees received. The partnership management fees accrued for the quarters ended December 31, 2010 and 2009 are as follows:

 

2010

2009

 

 

 

Series 1

$  5,016

$  5,016

Series 2

5,418

5,418

Series 3

10,215

10,215

Series 4

5,367

6,621

Series 5

3,837

3,837

Series 6

      -

      -

 

$ 29,853

$ 31,107

 

 

 

The partnership management fees paid for the quarters ended December 31, 2010 and 2009 are as follows:

 

2010

2009

Series 1

$       -

$       -

Series 2

  5,418

  5,418

Series 3

-

50,000

Series 4

   5,367

     626,553

Series 5

3,837

3,837

Series 6

       -

       -

$  14,622

$ 685,808

The partnership management fees paid for the nine months ended December 31, 2010 and 2009 are as follows:

 

2010

2009

Series 1

$      -

$       -

Series 2

  16,254

  16,254

Series 3

-

50,000

Series 4

  16,101

  626,553

Series 5

11,511

11,511

Series 6

      -

       -

$ 43,866

$ 704,318

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At December 31, 2010 and 2009, the Partnership had limited partnership interests in 18 and 19 Operating Partnerships, respectively, which own operating apartment complexes as follows:

Series

2010

2009

1

4

4

2

1

1

3

9

10

4

3

3

5

1

1

6

 -

 -

 

18

19

Under the terms of the Partnership's investment in each Operating Partnership, the Partnership was required to make capital contributions to the 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, 2010 and 2009, all capital contributions had been paid.

During the nine months ended December 31, 2010 the Partnership disposed of one Operating Partnership and received additional proceeds from one Operating Partnership disposed of in the prior year. A summary of the dispositions by Series for December 31, 2010 is as follows:

 

Operating Partnership Interest Transferred

 

Sale of Underlying Operating Partnership

 

Partnership Proceeds from Disposition

 

Gain/(Loss) on Disposition

Series 1

-

 

-

 

$

-

 

$

-

Series 2

-

 

-

 

 

-

 

 

-

Series 3

1

 

-

 

 

-

 

 

-

Series 4

-

 

-

 

 

7,183

 

 

7,183

Series 5

-

 

-

 

 

-

 

 

-

Series 6

-

 

-

 

 

-

 

 

-

Total

1

 

-

 

$

7,183

 

$

7,183

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

During the nine months ended December 31, 2009 the Partnership disposed of three of the Operating Partnerships, and received additional proceeds from two Operating Partnerships disposed of in the prior year. A summary of the dispositions by Series for December 31, 2009 is as follows:

 

Operating Partnership Interest Transferred

 

Sale of Underlying Operating Partnership

 

Partnership Proceeds from Disposition

 

Gain/(Loss) on Disposition

Series 1

-

 

-

 

$

-

 

$

-

Series 2

-

 

-

 

 

30,203

 

 

30,203

Series 3

2

 

-

 

 

62,941

 

 

62,941

Series 4

1

 

-

 

 

2,135,958

 

 

2,135,958

Series 5

-

 

-

 

 

2,648

 

 

2,648

Series 6

-

 

-

 

 

-

 

 

-

Total

3

 

-

 

$

2,231,750

 

$

2,231,750

The gain (loss) described above is for financial statement purposes only. There are significant differences between the equity method of accounting and the tax reporting of income and losses from Operating Partnership investments. The largest difference is the ability, for tax purposes, to deduct losses in excess of the Partnership's investment in the Operating Partnership. As a result, the amount of gain recognized for tax purposes may be significantly higher than the gain recorded in the financial statements.

The Partnership's fiscal year ends March 31st 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, 2010.

The combined condensed unaudited summarized statements of operations of the Operating Partnerships for the nine months ended September 30, 2010 and 2009 are as follows:



Boston Capital Tax Credit Fund Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$ 3,060,405

$ 3,565,274

   Interest and other

   134,082

   132,768

 

 

 

 

 3,194,487

 3,698,042

 

 

 

Expenses

 

 

   Interest

755,299

825,502

   Depreciation and amortization

810,345

882,185

   Operating expenses

 2,425,982

 2,740,043

 

 3,991,626

 4,447,730

 

 

 

NET LOSS

$ (797,139)

$ (749,688)

 

 

 

Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$ (789,168)



$ (742,192)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$   (7,971)


$   (7,496)

 

 

 

 

 

 

 

 

* Amounts include $789,168 and $742,192 for 2010 and 2009, respectively, of loss not recognized under the equity method of accounting.

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 Partnership's 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 CONDENSED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 1

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$   557,739

$   551,851

   Interest and other

    20,642

    23,784

 

 

 

 

   578,381

   575,635

 

 

 

Expenses

 

 

   Interest

74,500

65,332

   Depreciation and amortization

164,180

142,434

   Operating expenses

   434,520

   414,457

 

   673,200

   622,223

 

 

 

NET LOSS

$  (94,819)

$  (46,588)

 

 

 

Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$  (93,871)



$  (46,122)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$     (948)


$     (466)

 

 

 

 

 

 

 

 

* Amounts include $93,871 and $46,122 for 2010 and 2009, respectively, of loss not recognized under the equity method of accounting.

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 Partnership's 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 CONDENSED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 2

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$   537,142

$   555,291

   Interest and other

    38,838

    29,680

 

 

 

 

   575,980

   584,971

 

 

 

Expenses

 

 

   Interest

267,890

257,206

   Depreciation and amortization

124,403

124,350

   Operating expenses

   496,243

   496,358

 

   888,536

   877,914

 

 

 

NET LOSS

$ (312,556)

$ (292,943)

 

 

 

Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$ (309,430)



$ (290,014)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$   (3,126)


$   (2,929)

 

 

 

 

 

 

 

* Amounts include $309,430 and $290,014 for 2010 and 2009, respectively, of loss not recognized under the equity method of accounting.

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 Partnership's 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 CONDENSED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 3

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$ 1,233,913

$ 1,399,809

   Interest and other

    35,670

    43,740

 

 

 

 

 1,269,583

 1,443,549

 

 

 

Expenses

 

 

   Interest

159,352

188,868

   Depreciation and amortization

308,597

334,218

   Operating expenses

   960,517

 1,135,009

 

 1,428,466

 1,658,095

 

 

 

NET LOSS

$ (158,883)

$ (214,546)

 

 

 

Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$ (157,294)



$ (212,401)

 

 

 

Net loss allocated to other 
   partners

$   (1,589)

$   (2,145)

 

 

 

 

 

 

 

 

* Amounts include $157,294 and $212,401 for 2010 and 2009, respectively, of loss not recognized under the equity method of accounting.

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 Partnership's 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 CONDENSED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 4

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$   432,863

$   749,482

   Interest and other

    17,331

    19,056

 

 

 

 

   450,194

   768,538

 

 

 

Expenses

 

 

   Interest

104,562

171,043

   Depreciation and amortization

143,974

212,022

   Operating expenses

   258,702

   418,155

 

   507,238

   801,220

 

 

 

NET LOSS

$  (57,044)

$  (32,682)

 

 

 

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



$  (56,474)



$  (32,355)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$     (570)


$     (327)

 

 

 

 

* Amounts include $56,474 and $32,355 for 2010 and 2009, respectively, of loss not recognized under the equity method of accounting.

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 Partnership's 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 CONDENSED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 5

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$   298,748

$   308,841

   Interest and other

    21,601

    16,508

 

 

 

 

   320,349

   325,349

 

 

 

Expenses

 

 

   Interest

148,995

143,053

   Depreciation and amortization

69,191

69,161

   Operating expenses

   276,000

   276,064

 

   494,186

   488,278

 

 

 

NET LOSS

$ (173,837)

$ (162,929)

 

 

 

Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$ (172,099)



$ (161,300)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$   (1,738)


$   (1,629)

 

 

 

 

 

* Amounts include $172,099 and $161,300 for 2010 and 2009, respectively, of loss not recognized under the equity method of accounting.

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 Partnership's 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 CONDENSED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 6

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$        -

$        -

   Interest and other

        -

        -

 

 

 

 

        -

        -

 

 

 

Expenses

 

 

   Interest

-

-

   Depreciation and amortization

-

-

   Operating expenses

        -

        -

 

        -

        -

 

 

 

NET LOSS

$        -

$        -

 

 

 

Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$        -



$        -

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$        -


$        -

 

 

 

 

*Amounts include $0, for both 2010 and 2009, of loss not recognized under the equity method of accounting.

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 Partnership's 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 CONDENSED FINANCIAL STATEMENTS - CONTINUED

December 31, 2010
(Unaudited)

NOTE E - TAXABLE LOSS

The Partnership's taxable loss for the calendar year ended December 31, 2010 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.

NOTE F - INCOME TAXES

The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership's federal tax status as a pass-through entity is based on its legal status as a Partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions, which must be considered for disclosure.


NOTE G - PLAN OF LIQUIDATION

On April 27, 2007, BAC holders approved a Plan of Liquidation and Dissolution for the Partnership (the "Plan"). Pursuant to the Plan, the general partner may, without further action by the BAC holders, sell the remaining assets held by the Partnership. It is anticipated that sale of all the apartment complexes will be completed sometime in 2011. However, because of numerous uncertainties, the liquidation may take longer or shorter than expected, and the final liquidating distribution may occur months after all of the apartment complexes have been sold. Because the liquidation of the Partnership was not imminent, as of December 31, 2010, the financial statements are presented assuming the Partnership will continue as a going concern.

 

 

 

 

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


This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements including our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. These condensed statements are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created by these acts. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, for example, the factors identified in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2010. Although we believe that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate, and there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

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, 2010 were $29,853 and total partnership management fees accrued as of December 31, 2010 were $4,805,200. During the quarter and the nine months ended December 31, 2010, $14,622 and $43,866, respectively, of accrued partnership management fees were paid. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Partnership receives proceeds from sales of the Operating Partnerships, which will be used to satisfy these liabilities. The Partnership'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 Partnership. The Partnership is currently unaware of any trends which would create insufficient liquidity to meet future third party obligations of the Partnership.

As of December 31, 2010, an affiliate of the general partner of the Partnership advanced a total of $639,481 to the Partnership to pay various operating expenses of the Partnership, and to make advances and/or loans to Operating Partnerships. These advances are included in Accounts payable-affiliates. During the nine months ended December 31, 2010, $5,688 was advanced. Below is a summary, by series, of the total advances made to date.

 

Nine Months Ended

Total

Series 1

$  5,688

$165,847

Series 3

      -

473,634

 

$  5,688

$639,481

 

 

 

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. During the nine months ended December 31, 2010 there were no payments paid to the affiliates of the general partner.

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, 2010 and 2009 the Partnership had limited partnership equity interests in 18 and 19 Operating Partnerships, respectively.

As of December 31, 2010, the Partnership had $3,066,304 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.

 

Series

Equity

BACs

Final Close Date

Number of 

Properties

Proceeds 

Remaining

1

$12,999,000

1,299,900

12/18/88

4

$   35,858

2

8,303,000

830,300

03/30/89

1

1,082,679

3

28,822,000

2,882,200

03/14/89

9

215,446

4

29,788,160

2,995,300

07/07/89

3

1,279,607

5

4,899,000

489,900

08/22/89

1

452,714

6

12,935,780

1,303,000

09/29/89

 -

        -

 

 

 

 

 

 

 

$97,746,940

9,800,600

 

18

$3,066,304

 

Results of Operations

At December 31, 2010 and 2009, the Partnership held limited partnership interests in 18 and 19 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 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 of the Partnership believes that there is adequate casualty insurance on the properties.

The Partnership incurs an annual partnership management fee to the general partner of the Partnership 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 various partnership management and reporting fees paid by the Operating Partnerships. The partnership management fees incurred and the reporting fees paid by the Operating Partnerships for the three and nine months ended December 31, 2010 are as follows:

3 Months
Management Fee Net of Reporting Fee


3 Months
Reporting Fee

9 Months
Management Fee Net of Reporting Fee


9 Months
Reporting Fee

Series 1

5,016

-

11,788

3,260

Series 2

5,245

173

14,844

1,410

Series 3

4,038

6,177

13,648

16,997

Series 4

5,367

-

16,101

-

Series 5

3,741

96

11,222

289

Series 6

     -

    -

     -

     -

 

$23,407

$6,446

$67,603

$21,956

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.

Series 1

As of December 31, 2010 and 2009, the average Qualified Occupancy for the series was 100%. The series had a total of four properties at December 31, 2010, all of which were at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2010 and 2009, Series 1 reflects a net loss from Operating Partnerships of $(94,819) and $(46,588), respectively, which includes depreciation and amortization of $164,180 and $142,434, respectively. This is an interim period estimate and it is not indicative of the final year end results.

Series 2

As of December 31, 2010 and 2009, the average Qualified Occupancy for the series was 100%. The series had one property at December 31, 2010, which was at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2010 and 2009, Series 2 reflects a net loss from Operating Partnerships of $(312,556) and $(292,943), respectively, which includes depreciation and amortization of $124,403 and $124,350, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In September 2007, the investment general partner of Calexico Associates approved an agreement to sell the property and the transaction closed on September 25, 2008. The sales price for the property was $2,047,109, which includes the outstanding mortgage balance of approximately $1,507,109, cash proceeds to the operating general partner of $243,395, and cash proceeds to the investment limited partnerships of $177,437 and $48,921 to Series 2 and Series 5, respectively. Of the total proceeds received, $2,477 and $683, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the sale. Of the remaining proceeds, $11,758 and $3,242 from Series 2 and Series 5, respectively, was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $163,202 and $44,996 were returned to cash reserves held by Series 2 and Series 5, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnerships. After all outstanding obligations of the investment partnerships are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnerships' investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. In addition, the general partner paid the non-resident withholdings, in the amount of $13,356 and $3,682 for Series 2 and Series 5, respectively. The sale proceeds were received on October 2, 2008, so a receivable in the amount of $165,679 and $45,679 has been recorded for Series 2 and Series 5, respectively, as of September 30, 2008. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement and including the non-resident withholding, has been recorded in the amount of $176,558 and $48,678 for Series 2 and Series 5, respectively, as of September 30, 2008. In June 2009, additional sale proceeds of $9,612 and $2,648 were received and returned to the cash reserves held by Series 2 and Series 5, respectively.

In September 2007, the investment general partner of Heber II Associates approved an agreement to sell the property and the transaction closed on September 25, 2008. The sales price for the property was $1,413,621, which includes the outstanding mortgage balance of approximately $1,053,621, cash proceeds to the operating general partner of $163,999, and cash proceeds to the investment limited partnership of $152,520. Of the total proceeds received, $550 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $136,970 were returned to cash reserves held by Series 2. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. In addition, the general partner paid the non-resident withholdings, in the amount of $11,480. The sale proceeds were received on October 2, 2008, so a receivable in the amount of $137,520 has been recorded for Series 2 as of September 30, 2008. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement and including the non-resident withholding, has been recorded in the amount of $148,450 as of September 30, 2008. In June 2009, additional sale proceeds of $20,591 were received and returned to the cash reserves held by Series 2.

Series 3

As of December 31, 2010 and 2009, the average Qualified Occupancy for the series was 100%. The series had a total of nine properties at December 31, 2010, all of which were at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2010 and 2009, Series 3 reflects a net loss from Operating Partnerships of $(158,883) and $(214,546), respectively, which includes depreciation and amortization of $308,597 and $334,218, respectively. This is an interim period estimate and it is not indicative of the final year end results.

Vassar LDHA LP (Manor Ridge Apartments) is a 32-unit senior property located in Vassar, MI. The property has operated below breakeven since 2007. Because of operating challenges in 2007 the tax and insurance escrows were underfunded and the 2007 real estate taxes were not paid. In an effort to address the delinquencies, management submitted a two-year workout plan to the lender, Rural Development. The workout plan was approved by Rural Development in May 2008. The primary goal of the workout plan was to pay down delinquent real estate taxes. The secondary goal was to properly fund the tax and insurance escrow accounts. According to the workout plan, the replacement reserve funding requirement was waived in 2008 which should have allowed the scheduled deposits to be allocated to the funding of the tax and insurance escrows. However, in the fourth quarter of 2008 there was a significant drop in occupancy and management was unable to honor the approved plan. As a result, Rural Development issued a servicing notice on December 23, 2008, which outlined major concerns such as under-funded reserves, unpaid real estate taxes, and underfunded tax and insurance escrows. The letter also gave the Operating Partnership a 15-day deadline to discuss the outlined concerns. Operations deteriorated further in 2009 as occupancy declined and collections decreased. Physical occupancy dropped to 56% in the fourth quarter 2009. Through the third quarter of 2010, physical occupancy remains at 56% and the property continues to operate below breakeven. Given the operating history and the condition of the local economy, in the fourth quarter 2009, the operating general partner requested the investment partnership's consent to convey the property to Rural Development. On February 11, 2010, the investment general partner consented to the conveyance. Rural Development refused to accept the conveyance and on October 1, 2010 foreclosed on the property. On December 31, 2003, the 15-year low income housing tax credit compliance period expired with respect to Vassar LDHA LP. Because the compliance period has expired, the transfer of the property to Rural Development will not result in the recapture of tax credits. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no loss or gain on the transfer of the Operating Partnership has been recorded as of December 31, 2010.

In February 2008, the investment general partner of Mound Plaza, Limited approved an agreement to sell the property and the transaction was anticipated to close in July 2010; however, the buyer was unable to consummate the sale and the agreement has expired.

In July 2009, the investment general partner entered into an agreement to transfer its interest in Fylex Housing Associates to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,330,088 and cash proceeds to the investment limited partner of $40,500. Of the total proceeds received, $5,536 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $27,464 were returned to cash reserves held by Series 3. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $27,464 as of September 30, 2009.

In July 2009, the investment general partner entered into an agreement to transfer its interest in Willow Street Associates to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,409,733 and cash proceeds to the investment limited partner of $43,000. Of the total proceeds received, $23 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $35,477 were returned to cash reserves held by Series 3. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $35,477 as of September 30, 2009.

Series 4

As of December 31, 2010 and 2009, the average Qualified Occupancy for the series was 100%. The series had a total of three properties at December 31, 2010, all of which were at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2010 and 2009, Series 4 reflects a net loss from Operating Partnerships of $(57,044) and $(32,682), respectively, which includes depreciation and amortization of $143,974 and $212,022, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In April 2009, the investment general partner of Wichita West Housing Associates LP approved an agreement to sell the property and the transaction closed on October 30, 2009. The sales price for the property was $3,516,520, which includes the outstanding mortgage balance of approximately $1,355,624 and cash proceeds to the investment limited partnership of $1,920,958. Of the total proceeds received, $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale, in the amount of $1,905,958, were returned to cash reserves held by Series 4. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In December 2009, the investment partnership received additional proceeds for its share of the Operating Partnership's cash and reserves in the amount of $230,000 which was returned to the cash reserves held by Series 4. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $2,135,958 as of December 31, 2009. In June 2010, additional sale proceeds of $7,183 were received and returned to the cash reserves held by Series 4.

Series 5

As of December 31, 2010 and 2009, the average Qualified Occupancy for the series was 100%. The series had one property at December 31, 2010, which was at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2010 and 2009, Series 5 reflects a net loss from Operating Partnerships of $(173,837) and $(162,929), respectively, which includes depreciation and amortization of $69,191 and $69,161, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In September 2007, the investment general partner of Calexico Associates approved an agreement to sell the property and the transaction closed on September 25, 2008. The sales price for the property was $2,047,109, which includes the outstanding mortgage balance of approximately $1,507,109, cash proceeds to the operating general partner of $243,395, and cash proceeds to the investment limited partnerships of $177,437 and $48,921 to Series 2 and Series 5, respectively. Of the total proceeds received, $2,477 and $683, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the sale. Of the remaining proceeds, $11,758 and $3,242 from Series 2 and Series 5, respectively, was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $163,202 and $44,996 were returned to cash reserves held by Series 2 and Series 5, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnerships. After all outstanding obligations of the investment partnerships are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnerships' investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. In addition, the general partner paid the non-resident withholdings, in the amount of $13,356 and $3,682 for Series 2 and Series 5, respectively. The sale proceeds were received on October 2, 2008, so a receivable in the amount of $165,679 and $45,679 had been recorded for Series 2 and Series 5, respectively, as of September 30, 2008. Accordingly, a gain on the sale of the Operating

Partnership of the proceeds from the sale, net of the overhead and expense reimbursement and including the non-resident withholding, has been recorded in the amount of $176,558 and $48,678 for Series 2 and Series 5, respectively, as of September 30, 2008. In June 2009, additional sale proceeds of $9,612 and $2,648, were received and returned to the cash reserves held by Series 2 and Series 5, respectively.


Series 6

The series did not have any properties as of December 31, 2010 and 2009. As a result, net loss from Operating Partnerships, which include depreciation and amortization, is $0 for all periods presented.

Principal Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), which require the Partnership to make various estimates and assumptions. The following section is a summary of some aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of the 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 are 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 Partnerships. The purpose of an impairment analysis is to verify that the real estate investment balance reflected on the balance sheet does not exceed the value of the underlying investments.

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 the Operating Partnership and includes this reduction in equity in loss of investment of limited partnerships.

In accordance with the accounting guidance for the consolidation of variable interest entities, the Partnership determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors.  A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE. 

Based on this guidance, the Operating Partnerships in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations.  However, management does not consolidate the Partnership's interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities.  The Partnership currently records the amount of its investment in these partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership's balance in investment in Operating Partnerships represents its maximum exposure to loss.  The Partnership's exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the general partners and their guarantee against credit recapture to the investors of the Partnership.

 

 

 

Recent Accounting Changes

 

In September 2006, the Financial Accounting Standards Board ("FASB") issued accounting guidance for Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. This guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007 and shall be applied prospectively except for very limited transactions. In February 2008, the FASB delayed for one year implementation of the guidance as it pertains to certain non-financial assets and liabilities. The Partnership adopted GAAP for Fair Value Measurements effective April 1, 2008, except as it applies to those non-financial assets and liabilities, for which the effective date was April 1, 2009. The Partnership has determined that adoption of this guidance has no material impact on the Partnership's financial statements.

In November 2008, the FASB issued accounting guidance on Equity Method Investment Accounting Considerations that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee's issuance of shares should be accounted for, and how to account for a change in an investment from the equity method to the cost method. This guidance is effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Partnership adopted the guidance for the interim quarterly period beginning April 1, 2009. The adoption of this guidance does not have a material impact on the Partnership's financial condition or results of operations.

In April 2009, the FASB issued accounting guidance for Interim Disclosures about Fair Value of Financial Instruments.  This requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements.  It became effective for Boston Capital Tax Credit Fund L.P. as of and for the interim period ended June 30, 2009 and has no impact on the Partnership's financial condition or results of operations.

In May 2009, the FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Partnership for the quarter ended June 30, 2009. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition or disclosure, in the financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore the Partnership did not include the disclosure in this Form 10-Q.

 

Recent Accounting Changes - continued

In June 2009, the FASB issued the Accounting Standards Codification (Codification). Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Codification is intended to reorganize, rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership's accounting policies. The adoption of the Codification did not have a material impact on the Partnership's financial position or results of operations.

 

 

Item 3.

Quantitative and Qualitative Disclosures 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 under 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 Partnership's disclosure controls and procedures were effective to ensure that information required to be disclosed by it in the reports that it files or submits under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to the Partnership's management, including the Partnership's Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

 

 

 

(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, 2010 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 1A.

Risk Factors

 

 

 

There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in our Form 10-K for the fiscal year ended March 31, 2010.

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

None

 

 

Item 3.

Defaults upon Senior Securities

 

 

 

None

 

 

Item 4.

(Removed and Reserved)

 

 

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 14, 2011

/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 14, 2011

/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 14, 2011

/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.