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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

      For the quarterly period ended December 31, 2011

                                             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 ý

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, 2011

TABLE OF CONTENTS
FOR THE QUARTER ENDED DECEMBER 31, 2011

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, 2011

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 49

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

Results of Operations 50

Liquidity 50

Capital Resources 51

Results of Operations 52

Principal Accounting Policies and Estimates 58

Recent Accounting Changes 59

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. Mine Safety Disclosures 61

Item 5. Other Information 61

Item 6. Exhibits 61

Signatures 62

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

 

 

 

December 31,

2011

March 31,

2011

ASSETS

Cash and cash equivalents

$  1,465,189

$  3,031,943

Other assets

     65,458

          -

 



 

$  1,530,647

$  3,031,943

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$ 11,697

$   -

Accounts payable affiliates (note C)

  2,856,571

  5,460,872

 

 

 

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  






(843,265)






(1,626,912)

General Partner

  (494,356)

  (802,017)

 

(1,337,621)

(2,428,929)

 

$  1,530,647

$  3,031,943

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 1

 

 

 

December 31,

2011

March 31,

2011

ASSETS

Cash and cash equivalents

$       -

$     32,556

Other assets

         -

          -

 

 

 

 

$       -

$     32,556

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$ -

$    -

Accounts payable affiliates (note C)

    -

  2,633,302

 

 

 

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 






-






(2,461,905)

General Partner

    -

   (138,841)

 

  -

 (2,600,746)

 

$       -

$      32,556

 

 

 

 

 

 



The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 2

 

 

 

December 31,

2011

March 31,

2011

ASSETS

Cash and cash equivalents

$          -

$ 1,074,536

Other assets

          -

         -

 

 

 

 

$   -

$ 1,074,536

 

 

 

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 






-






1,130,003

General Partner

          -

  (55,467)

 

   -

 1,074,536

 

$   -

$ 1,074,536

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 3

 

 

 

December 31,

2011

March 31,

2011

ASSETS

Cash and cash equivalents


$    162,369


$   209,814

Other assets

     65,458

         -

 

 

 

 

$    227,827

$   209,814

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$     3,000

$    -

Accounts payable affiliates (note C)

  2,856,571

 2,827,570

 

 

 

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 






(2,372,609)






(2,358,761)

General Partner

  (259,135)

  (258,995)

 


(2,631,744)


(2,617,756)

 


$    227,827


$    209,814

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 4

 

 

 

December 31,

2011

March 31,

2011

ASSETS

Cash and cash equivalents

$  1,302,820

$  1,269,589

Other assets

          -

          -

 

 

 

 

$  1,302,820

$  1,269,589

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$      8,697

$          -

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 






1,529,344






1,505,055

General Partner

  (235,221)

  (235,466)

 

  1,294,123

  1,269,589

 

$  1,302,820

$  1,269,589

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 5

 

 

 

December 31,

2011

March 31,

2011

ASSETS

Cash and cash equivalents

$          -

$     445,448

Other assets

          -

           -

 

 

 

 

$     -

$     445,448

 

 

 

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 






-






482,707

General Partner

          -

    (37,259)

 

     -

     445,448

 

$     -

$     445,448

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 6

 

 

 

December 31,

2011

March 31,

2011

ASSETS

Cash and cash equivalents

$          -

$          -

Other assets

          -

          -

 

 

 

 

$          -

$          -

 

 

 

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

General Partner

          -

   (75,989)

 

          -

          -

 

$          -

$          -

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS


Three Months Ended December 31,
(Unaudited)

 


     2011


     2010

 

 

 

 

 

Income

 

 

 

 

  Interest income

$     2,811

 

$     6,455

 

  Miscellaneous income

      -

 

     3,490

 

 

     2,811

 

     9,945

 

Share of income from Operating
  Partnerships(Note D)


    82,451

 


         -

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

5,596

 

894

 

  Partnership management fees, net (Note C)

(23,272)

 

23,407

 

  General and administrative fees

   122,899

 

    17,996

 

  


   105,223

 


    42,297

 

 

 

 

 

 

  NET INCOME (LOSS)

$  (19,961)

 

$  (32,352)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$  (19,762)

 

$  (32,028)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$     (199)

 


$     (324)

 

 

 

 

 

 

Net income (loss) per BAC

$     (.00)

 

$     (.00)

 

 

 

 

 

 







The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 1


     2011


     2010

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        10

 

$        60

 

Miscellaneous income

        -

 

       118

 

        10

       178

Share of income from Operating
  Partnerships(Note D)

     5,000

         -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

1,029

 

118

 

  Partnership management fees, net (Note C)    

-

 

5,016

 

  General and administrative fees

    25,253

 

     3,154

 

  


    26,282

 


     8,288

 

 

 

 

 

 

  NET INCOME (LOSS)

$  (21,272)

 

$   (8,110)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$  (21,059)

 

$   (8,029)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$     (213)

 


$      (81)

 

 

 

 

 

 

Net income (loss) per BAC

$     (.02)

 

$     (.01)

 

 

 

 

 

 

 












The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 2


     2011


     2010

 

 

 

 

Income

 

 

 

 Interest income

$      738

$     2,250

 

 Miscellaneous income

      -

     2,662

 

 


      738


     4,912

 

Share of income from Operating
  Partnerships(Note D)

         -

         -

 

 

 

 

Expenses

 

 

 

 Professional fees

1,054

65

 

 Partnership management fees, net  (Note C)

5,302

5,245

 

 General and administrative fees

    30,396

     2,440

 

 


    36,752


     7,750

 

 

 

 

 

  NET INCOME (LOSS)

$  (36,014)

$   (2,838)

 

 

 

 

 

Net income (loss) allocated to assignees

$  (35,654)

$   (2,810)

 

 

 

 

 

Net income (loss) allocated to general partner


$     (360)


$      (28)

 

 

 

 

 

Net income (loss) per BAC

$     (.04)

$     (.00)

 

 

 

 

 















The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended December 31,
(Unaudited)

Series 3


      2011


       2010

 

 

 

 

 

Income

 

 

 

 

  Interest income

$       88

 

$      370

 

  Miscellaneous income

       -

 

      118

 

 

       88

 

      488

 

Share of income from Operating
  Partnerships(Note D)


   65,458


        -

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

1,265

 

296

 

  Partnership management fees, net (Note C)

8,982

 

4,038

 

  General and administrative expenses

   31,847

 

    5,618

 

  


   42,094

 


    9,952

 

 

 

 

 

 

  NET INCOME (LOSS)

$  23,452

 

$  (9,464)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$  23,217

 

$  (9,369)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$     235

 


$     (95)

 

 

 

 

 

 

Net income (loss) per BAC

$     .01

 

$    (.00)

 

 

 

 

 

 

 







The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 4


      2011


       2010

 

 

 

 

 

Income

 

 

 

 

  Interest income

$     1,832

 

$     3,003

 

  Miscellaneous income

        -

 

       118

 

 

     1,832

 

     3,121

 

Share of income from Operating
  Partnerships(Note D)

    11,993

         -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

1,237

 

378

 

  Partnership management fees, net  (Note C)

(41,329)

 

5,367

 

  General and administrative fees

     5,157

 

     4,827

 

  


  (34,935)

 


    10,572

 

 

 

 

 

 

  NET INCOME (LOSS)

$   48,760

 

$   (7,451)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$   48,272

 

$   (7,376)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$      488

 


$      (75)

 

 

 

 

 

 

Net income (loss) per BAC

$      .02

 

$     (.00)

 

 

 

 

 

 

 











The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended December 31,
(Unaudited)

Series
5


      2011


       2010

 

 

 

Income

 

 

  Interest income

$       143

$       772

  Miscellaneous income

        -

       474

 

      143

     1,246

Share of income from Operating
  Partnerships(Note D)

         -

         -

 

 

 

Expenses

 

 

  Professional fees

1,011

37

  Partnership management fees, net (Note C)

3,773

3,741

  General and administrative fees

    30,246

     1,957

  


    35,030


     5,735

 

 

 

  NET INCOME (LOSS)

$  (34,887)

$   (4,489)

 

 

 

Net income (loss) allocated to assignees

$  (34,538)

$   (4,444)

 

 

 

Net income (loss) allocated to general partner


$     (349)


$      (45)

Net income (loss) per BAC

$     (.07)

$     (.01)

 

 

 

















The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 6


      2011


       2010

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        -

 

$        -

 

  Miscellaneous income

        -

 

        -

 

 

        -

 

        -

 

Share of income from Operating
  Partnerships(Note D)

        -

        -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

-

 

-

 

  Partnership management fees, net (Note C)

-

 

-

 

  General and administrative expenses

        -

 

      -

 

  


        -

 


      -

 

 

 

 

 

 

  NET INCOME (LOSS)

$        -

 

$    -

 

 

 

 

 

 

Net income (loss) allocated to assignees

$        -

 

$    -

 

 

 

 

 

 

Net income (loss) allocated to general partner


$        -

 


$       -

 

Net income (loss) per BAC

$        -

 

$       -

 

 





 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS


Nine Months Ended December 31,
(Unaudited)

 


     2011


     2010

 

 

 

 

 

Income

 

 

 

 

  Interest income

$     11,237

 

$    19,948

 

  Miscellaneous income

     52

 

   100,594

 

 

     11,289

 

   120,542

 

Share of income from Operating
  Partnerships(Note D)


     82,451

 


     7,183

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

58,885

 

56,163

 

  Partnership management fees, net (Note C)

29,474

 

67,603

 

  General and administrative fees

    152,193

 

    39,493

 

  


    240,552

 


   163,259

 

 

 

 

 

 

  NET INCOME (LOSS)

$  (146,812)

 

$  (35,534)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$  2,190,647

 

$  (35,180)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$(2,337,459)

 


$     (354)

 

 

 

 

 

 

Net income (loss) per BAC

$      .22

 

$     (.00)

 

 

 

 

 

 







The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 1


      2011


      2010

 

 

 

 

 

Income

 

 

 

 

  Interest income

$         56

 

$        243

 

Miscellaneous income

          -

 

        118

 

         56

        361

Share of income from Operating
  Partnerships(Note D)

      5,000

          -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

11,744

 

10,455

 

  Partnership management fees, net (Note C)    

7,687

 

11,788

 

  General and administrative fees

     29,999

 

      7,146

 

  


     49,430

 


     29,389

 

 

 

 

 

 

  NET INCOME(LOSS)

$   (44,374)

 

$   (29,028)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$ 2,461,905

 

$   (28,738)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$(2,506,279)

 


$      (290)

 

 

 

 

 

 

Net income (loss) per BAC

$       1.89

 

$      (.02)

 

 

 

 

 

 

 

 












The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 2


     2011


     2010

 

 

 

 

Income

 

 

 

 Interest income

$      3,650

$      7,019

 

 Miscellaneous income

          -

      2,662

 

 


      3,650


      9,681

 

Share of income from Operating
  Partnerships(Note D)

          -

          -

 

 

 

 

Expenses

 

 

 

 Professional fees

9,951

8,629

 

 Partnership management fees, net (Note C)

15,734

14,844

 

 General and administrative fees

     36,501

      5,944

 

 


     62,186


     29,417

 

 

 

 

 

  NET INCOME(LOSS)

$   (58,536)

$   (19,736)

 

 

 

 

 

Net income (loss) allocated to assignees

$  (114,003)

$   (19,539)

 

 

 

 

 

Net income (loss) allocated to general partner


$    55,467


$      (197)

 

 

 

 

 

Net income (loss) per BAC

$      (.14)

$      (.02)

 

 

 

 

 















The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 3


      2011


      2010

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        412

 

$      1,133

 

  Miscellaneous income

      52

 

     97,222

 

 

      464

 

     98,355

 

Share of income from Operating
  Partnerships(Note D)


     65,458


          -

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

15,780

 

16,083

 

  Partnership management fees, net (Note C)

25,626

 

13,648

 

  General and administrative expenses

     38,504

 

     11,646

 

  


     79,910

 


     41,377

 

 

 

 

 

 

  NET INCOME(LOSS)

$   (13,988)

 

$     56,978

 

 

 

 

 

 

Net income (loss) allocated to assignees

$   (13,848)

 

$     56,408

 

 

 

 

 

 

Net income (loss) allocated to general partner


$      (140)

 


$        570

 

 

 

 

 

 

Net income (loss) per BAC

$      (.00)

 

$        .02

 

 

 

 

 

 

 







The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)


Series 4


      2011


      2010

 

 

 

 

 

Income

 

 

 

 

  Interest income

$     6,282

 

$     8,789

 

  Miscellaneous income

         -

 

       118

 

 

     6,282

 

     8,907

 

Share of income from Operating
  Partnerships(Note D)

    11,993

     7,183

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

11,567

 

12,614

 

  Partnership management fees, net (Note C)

(30,795)

 

16,101

 

  General and administrative fees

    12,969

 

     9,480

 

  


   (6,259)

 


    38,195

 

 

 

 

 

 

  NET INCOME(LOSS)

$   24,534

 

$  (22,105)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$   24,289

 

$  (21,884)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$      245

 


$     (221)

 

 

 

 

 

 

Net income (loss) per BAC

$      .01

 

$     (.01)

 

 

 

 

 

 

 











The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 5


      2011


      2010

 

 

 

Income

 

 

  Interest income

$       837

$      2,764

  Miscellaneous income

          -

        474

 

       837

      3,238

Share of income from Operating
  Partnerships(Note D)

          -

          -

 

 

 

Expenses

 

 

  Professional fees

9,843

8,382

  Partnership management fees, net (Note C)

11,222

11,222

  General and administrative fees

      34,220

      5,277

  


     55,285


     24,881

 

 

 

  NET INCOME(LOSS)

$   (54,448)

$   (21,643)

 

 

 

Net income (loss) allocated to assignees

$   (91,707)

$   (21,427)

 

 

 

Net income (loss) allocated to general partner


$   37,259


$      (216)

Net income (loss) per BAC

$      (.19)

$      (.04)

 

 

 

















The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)


Series 6


      2011


      2010

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        -

 

$        -

 

  Miscellaneous income

        -

 

        -

 

 

        -

 

        -

 

Share of income from Operating
  Partnerships(Note D)

        -

        -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

-

 

-

 

  Partnership management fees, net (Note C)

-

 

-

 

  General and administrative expenses

        -

 

        -

 

  


        -

 


        -

 

 

 

 

 

 

  NET INCOME(LOSS)

$        -

 

$        -

 

 

 

 

 

 

Net income (loss) allocated to assignees

$ (75,989)

 

$        -

 

 

 

 

 

 

Net income (loss) allocated to general partner


$  75,989

 


$        -

 

Net income (loss) per BAC

$    (.06)

 

$        -

 

 





 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2011

(Unaudited)



Assignees



General
Partner





Total

 

 

 

Partners' capital
(deficit)
  April 1, 2011



$(1,626,912)



$  (802,017)



$(2,428,929)

 

 

 

 

Contribution

-

2,645,120

2,645,120

 

 

 

 

Distribution

(1,407,000)

-

(1,407,000)

 

 

 

 

Net income (loss)

  2,190,647

(2,337,459)

  (146,812)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2011



$ (843,265)



$  (494,356)



$(1,337,621)

 

 

 

 



























The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2011

(Unaudited)

 


Assignees

General
Partner

Total

Series 1

 

 

 

Partners' capital
(deficit)
  April 1, 2011



$(2,461,905)



$  (138,841)



$(2,600,746)

 

 

 

 

Contribution

-

2,645,120

2,645,120

 

 

 

 

Distribution

-

-

-

 

 

 

 

Net income (loss)

  2,461,905

(2,506,279)

   (44,374)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2011



$          -



$          -



$          -

 

 

 

 

 

 

 

 

Series 2

 

 

 

Partners' capital
(deficit)
  April 1, 2011



$  1,130,003



$   (55,467)



$  1,074,536

 

 

 

 

Contribution

-

-

-

 

 

 

 

Distribution

(1,016,000)

-

(1,016,000)

 

 

 

 

Net income (loss)

  (114,003)

    55,467

   (58,536)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2011



$          -



$          -



$          -

 

 

 

 











The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2011

(Unaudited)

 


Assignees

General
Partner

Total

Series 3

 

 

 

Partners' capital
(deficit)
  April 1, 2011



$(2,358,761)



$  (258,995)



$(2,617,756)

 

 

 

 

Contribution

-

-

-

 

 

 

 

Distribution

-

-

-

 

 

 

 

Net income (loss)

   (13,848)

      (140)

   (13,988)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2011



$(2,372,609)



$  (259,135)



$(2,631,744)

 

 

 

 

 

 

 

 

Series 4

 

 

 

Partners' capital
(deficit)
  April 1, 2011



$  1,505,055



$  (235,466)



$  1,269,589

 

 

 

 

Contribution

-

-

-

 

 

 

 

Distribution

-

-

-

 

 

 

 

Net income (loss)

   24,289

       245

    24,534

 

 

 

 

Partners' capital
(deficit),
  December 31, 2011



$  1,529,344



$  (235,221)



$  1,294,123

 

 

 

 









 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2011

(Unaudited)

 


Assignees

General
Partner

Total

Series 5

 

 

 

Partners' capital
(deficit)
  April 1, 2011



$   482,707



$   (37,259)



$    445,448

 

 

 

 

Contribution

-

-

-

 

 

 

 

Distribution

(391,000)

-

(391,000)

 

 

 

 

Net income (loss)

  (91,707)

     37,259

   (54,448)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2011



$          -



$          -



$          -

 

 

 

 

Series 6

 

 

 

Partners' capital
(deficit)
  April 1, 2011



$    75,989



$   (75,989)



$          -

 

 

 

 

Contribution

-

-

-

 

 

 

 

Distribution

-

-

-

 

 

 

 

Net income (loss)

   (75,989)

     75,989

          -

 

 

 

 

Partners' capital
(deficit),
  December 31, 2011



$          -



$          -



$          -












The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS


Nine Months Ended December 31,

(Unaudited)

 

     2011

       2010

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$  (146,812)

$   (35,534)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


(82,451)


(7,183)

   Changes in assets and liabilities

 

 

Increase(Decrease) in 

accounts payable 

11,697

(15,000)

     Increase in accounts
        payable affiliates


40,819


     51,381

 

 

 

      Net cash (used in) provided by 
        operating activities


(176,747)


    (6,336)

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


    16,993


   7,183

 

 

 

      Net cash provided by
        investing activities


   16,993


   7,183

 

 

 

Cash flows from financing activities:

 

 

 

 

 

   Distributions

(1,407,000)

(129,923)

 

 

 

      Net cash used in
        financing activities


(1,407,000)


(129,923)

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(1,566,754)


(129,076)

 

 

 

   Cash and cash equivalents, beginning

  3,031,943

  3,195,380

 

 

 

   Cash and cash equivalents, ending

$  1,465,189

$  3,066,304

 

 

 

Significant noncash investing and financing activities:

 

 

 

 

 

The general partner's equity balance was increased and accounts payable affiliates were reduced as a result of forgiveness of debt with an affiliate of the general partner.

 

 

 

$  2,645,120

 

 

 

$         -

 

The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS


Nine Months Ended December 31,

(Unaudited)


Series 1

    2011

       2010

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$  (44,374)

$  (29,028)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships

(5,000)

-

   Changes in assets and liabilities

 

 

Increase(Decrease) in 

accounts payable 

-

-

     Increase in accounts
        payable affiliates


    11,818


    20,736

 

 

 

      Net cash (used in) provided by 
        operating activities


  (37,556)


   (8,292)

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


     5,000


        -

 

 

 

      Net cash provided by
        investing activities


     5,000


        -

 

 

 

Cash flows from financing activities:

 

 

 

 

 

   Distributions

         -

        -

 

 

 

      Net cash used in
        financing activities


         -


        -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS

(32,556)

(8,292)

 

 

 

   Cash and cash equivalents, beginning

    32,556

    44,150

 

 

 

   Cash and cash equivalents, ending

$     -

$    35,858

 

 

 

Significant noncash investing and financing activities:

 

 

 

 

 

The general partner's equity balance was increased and accounts payable affiliates were reduced as a result of forgiveness of debt with an affiliate of the general partner.

 

 

 

$ 2,645,120

 

 

 

$         -


The accompanying notes are an integral part of these condensed statements

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)

Series 2

 

     2011

       2010

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$   (58,536)

$  (19,736)

   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 in accounts
        payable affiliates


          -


         -

 

 

 

      Net cash (used in) provided by 
        operating activities


  (58,536)


  (19,736)

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


          -


      -

 

 

 

      Net cash provided by
        investing activities


          -


      -

 

 

 

Cash flows from financing activities:

 

 

 

 

 

   Distributions

(1,016,000)

         -

 

 

 

      Net cash used in
        financing activities


(1,016,000)


         -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(1,074,536)


(19,736)

 

 

 

   Cash and cash equivalents, beginning

  1,074,536

 1,102,415

 

 

 

   Cash and cash equivalents, ending

$      -

$ 1,082,679

 

 

 

Significant noncash investing and financing activities:

 

 

 

 

 

The general partner's equity balance was increased and accounts payable affiliates were reduced as a result of forgiveness of debt with an affiliate of the general partner.

 

 

 

$         -

 

 

 

$         -


The accompanying notes are an integral part of these condensed statements

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)


Series 3

 

     2011

       2010

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$ (13,988)

$   56,978

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships

(65,458)

-

   Changes in assets and liabilities

 

 

Increase(Decrease) in 

accounts payable 

3,000

-

     Increase in accounts
        payable affiliates


   29,001


   30,645

 

 

 

      Net cash (used in) provided by 
        operating activities

 (47,445)

   87,623

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships

        -

     -

 

 

 

      Net cash provided by
        investing activities

        -

      -

 

 

 

Cash flows from financing activities:

 

 

 

 

 

   Distributions

        -

        -

 

 

 

      Net cash used in
        financing activities


        -


        -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(47,445)


87,623

 

 

 

   Cash and cash equivalents, beginning

  209,814

  127,823

 

 

 

   Cash and cash equivalents, ending

$  162,369

$  215,446

 

 

 

Significant noncash investing and financing activities:

 

 

 

 

 

The general partner's equity balance was increased and accounts payable affiliates were reduced as a result of forgiveness of debt with an affiliate of the general partner.

 

 

 

$        -

 

 

 

$        -


The accompanying notes are an integral part of these condensed statements

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)


Series 4

 

     2011

       2010

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$   24,534

$   (22,105)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships

(11,993)

(7,183)

   Changes in assets and liabilities

 

 

Increase(Decrease) in 

accounts payable 

8,697

(15,000)

     Increase in accounts
        payable affiliates

          -

          -

 

 

 

      Net cash (used in) provided by 
        operating activities


    21,238


   (44,288)

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships

     11,993

   7,183

 

 

 

      Net cash provided by
        investing activities

     11,993

  7,183

 

 

 

Cash flows from financing activities:

 

 

 

 

 

   Distributions

-

 (129,923)

 

 

 

      Net cash used in
        financing activities

          -


 (129,923)

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


  33,231


  (167,028)

 

 

 

   Cash and cash equivalents, beginning

  1,269,589

  1,446,635

 

 

 

   Cash and cash equivalents, ending

$  1,302,820

$  1,279,607

 

 

 

Significant noncash investing and financing activities:

 

 

 

 

 

The general partner's equity balance was increased and accounts payable affiliates were reduced as a result of forgiveness of debt with an affiliate of the general partner.

 

 

 

$         -

 

 

 

$         -

The accompanying notes are an integral part of these condensed statements

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)

Series 5

 

     2011

       2010

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$  (54,448)

$  (21,643)

   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 in accounts
        payable affiliates


         -


         -

 

 

 

      Net cash (used in) provided by 
        operating activities


  (54,448)


  (21,643)

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


         -

         -

 

 

 

      Net cash provided by
        investing activities


         -

         -

 

 

 

Cash flows from financing activities:

 

 

 

 

 

   Distributions

 (391,000)

         -

 

 

 

      Net cash used in
        financing activities


 (391,000)


         -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(445,448)


(21,643)

 

 

 

   Cash and cash equivalents, beginning

   445,448

   474,357

 

 

 

   Cash and cash equivalents, ending

$     -

$   452,714

 

 

 

Significant noncash investing and financing activities:

 

 

 

 

 

The general partner's equity balance was increased and accounts payable affiliates were reduced as a result of forgiveness of debt with an affiliate of the general partner.

 

 

 

$         -

 

 

 

$        -

The accompanying notes are an integral part of these condensed statements

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)


Series 6

 

     2011

       2010

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$       -

$       -

   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 in accounts
        payable affiliates


        -


        -

 

 

 

      Net cash (used in) provided by 
        operating activities


        -


        -

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


        -


        -

 

 

 

      Net cash provided by
        investing activities


        -


        -

 

 

 

Cash flows from financing activities:

 

 

 

 

 

   Distributions

        -

        -

 

 

 

      Net cash used in
        financing activities


        -


        -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS

-

-

 

 

 

   Cash and cash equivalents, beginning

        -

        -

 

 

 

   Cash and cash equivalents, ending

$        -

$        -

 

 

 

Significant noncash investing and financing activities:

 

 

 

 

 

The general partner's equity balance was increased and accounts payable affiliates were reduced as a result of forgiveness of debt with an affiliate of the general partner.

 

 

 

$        -

 

 

 

$        -


The accompanying notes are an integral part of these condensed statements

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS
December 31, 2011

(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 March 31, 2011 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, 2011
(Unaudited)

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements included herein as of December 31, 2011 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, 2011 and 2010 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, 2011
(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, 2011 and 2010 are as follows:

 

2011

2010

Series 1

$   -

$  5,016

Series 2

5,418

5,418

Series 3

8,982

10,215

Series 4

4,243

5,367

Series 5

3,837

3,837

Series 6

      -

      -

$ 22,480

$ 29,853

The partnership management fees paid for the quarters ended December 31, 2011 and 2010 are as follows:

 

2011

2010

Series 1

$       -

$       -

Series 2

  5,418

  5,418

Series 3

-

-

Series 4

   4,243

   5,367

Series 5

3,837

3,837

Series 6

       -

       -

$  13,498

$  14,622

The partnership management fees paid for the nine months ended December 31, 2011 and 2010 are as follows:

 

2011

2010

Series 1

$      -

$      -

Series 2

  16,254

  16,254

Series 3

-

-

Series 4

  14,977

  16,101

Series 5

11,511

11,511

Series 6

      -

      -

$ 42,742

$ 43,866

 

 

 

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2011
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At December 31, 2011 and 2010, the Partnership had limited partnership interests in 7 and 18 Operating Partnerships, respectively, which own operating apartment complexes as follows:

Series

2011

2010

1

-

4

2

-

1

3

7

9

4

-

3

5

-

1

6

 -

 -

 

7

18

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, 2011 and 2010, all capital contributions had been paid.

During the nine months ended December 31, 2011 the Partnership disposed of ten Operating Partnerships of which one Operating Partnership was included in both Series 2 and 5. A summary of the dispositions by Series for December 31, 2011 is as follows:

 

Operating Partnership Interest Transferred

 

Sale of Underlying Operating Partnership

 

Partnership Proceeds from Disposition *

 

Gain/(Loss) on Disposition

Series 1

4

 

-

 

$

5,000

 

$

5,000

Series 2

1

 

-

 

 

-

 

 

-

Series 3

1

 

1

 

 

-

 

 

65,458

Series 4

3

 

-

 

 

11,993

 

 

11,993

Series 5

1

 

-

 

 

-

 

 

-

Series 6

-

 

-

 

 

-

 

 

-

Total

10

 

1

 

$

16,993

 

$

82,451

* Fund proceeds from disposition does not include the following amounts recorded as receivable at December 31, 2011, $65,458 for Series 3.

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2011
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

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

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, 2011.

The combined condensed unaudited summarized statements of operations of the Operating Partnerships for the nine months ended September 30, 2011 and 2010 are as follows:



Boston Capital Tax Credit Fund Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2011
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

 

           2011

           2010

 

 

 

Revenues

 

 

   Rental

$ 1,065,356

$ 3,060,405

   Interest and other

    27,030

   134,082

 

 

 

 

 1,092,386

 3,194,487

 

 

 

Expenses

 

 

   Interest

126,339

755,299

   Depreciation and amortization

252,191

810,345

   Operating expenses

  869,546

 2,425,982

 

 1,248,076

 3,991,626

 

 

 

NET LOSS

$ (155,690)

$ (797,139)

 

 

 

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



$ (154,133)



$ (789,168)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$   (1,557)


$   (7,971)

 

 

 

 

 

 

 

 

* Amounts include $154,133 and $789,168 for 2011 and 2010, 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, 2011
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 1

 

           2011

           2010

 

 

 

Revenues

 

 

   Rental

$        -

$   557,739

   Interest and other

        -

    20,642

 

 

 

 

        -

   578,381

 

 

 

Expenses

 

 

   Interest

-

74,500

   Depreciation and amortization

-

164,180

   Operating expenses

        -

   434,520

 

        -

   673,200

 

 

 

NET LOSS

$        -

$  (94,819)

 

 

 

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



$        -



$  (93,871)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$        -


$     (948)

 

 

 

 

 

 

 

 

* Amounts include $0 and $93,871 for 2011 and 2010, 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, 2011
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 2

 

           2011

           2010

 

 

 

Revenues

 

 

   Rental

$        -

$   537,142

   Interest and other

        -

    38,838

 

 

 

 

        -

   575,980

 

 

 

Expenses

 

 

   Interest

-

267,890

   Depreciation and amortization

-

124,403

   Operating expenses

        -

   496,243

 

        -

   888,536

 

 

 

NET LOSS

$        -

$ (312,556)

 

 

 

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



$        -



$ (309,430)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$        -


$   (3,126)

 

 

 

 

 

 

 

* Amounts include $0 and $309,430 for 2011 and 2010, 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, 2011
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 3

 

           2011

           2010

 

 

 

Revenues

 

 

   Rental

$ 1,065,356

$ 1,233,913

   Interest and other

    27,030

    35,670

 

 

 

 

 1,092,386

 1,269,583

 

 

 

Expenses

 

 

   Interest

126,339

159,352

   Depreciation and amortization

252,191

308,597

   Operating expenses

  869,546

   960,517

 

 1,248,076

 1,428,466

 

 

 

NET LOSS

$ (155,690)

$ (158,883)

 

 

 

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



$ (154,133)



$ (157,294)

 

 

 

Net loss allocated to other 
   partners

$   (1,557)

$   (1,589)

 

 

 

 

 

 

 

 

* Amounts include $154,133 and $157,294 for 2011 and 2010, 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, 2011
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 4

 

           2011

           2010

 

 

 

Revenues

 

 

   Rental

$        -

$   432,863

   Interest and other

        -

    17,331

 

 

 

 

        -

   450,194

 

 

 

Expenses

 

 

   Interest

-

104,562

   Depreciation and amortization

-

143,974

   Operating expenses

        -

   258,702

 

        -

   507,238

 

 

 

NET LOSS

$        -

$  (57,044)

 

 

 

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



$        -



$  (56,474)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$        -


$     (570)

 

 

 

 

* Amounts include $0 and $56,474 for 2011 and 2010, 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, 2011
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 5

 

           2011

           2010

 

 

 

Revenues

 

 

   Rental

$        -

$   298,748

   Interest and other

        -

    21,601

 

 

 

 

        -

   320,349

 

 

 

Expenses

 

 

   Interest

-

148,995

   Depreciation and amortization

-

69,191

   Operating expenses

        -

   276,000

 

        -

   494,186

 

 

 

NET LOSS

$        -

$ (173,837)

 

 

 

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



$        -



$ (172,099)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$        -


$   (1,738)

 

 

 

 

 

* Amounts include $0 and $172,099 for 2011 and 2010, 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, 2011
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 6

 

           2011

           2010

 

 

 

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 2011 and 2010, 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, 2011
(Unaudited)

NOTE E - TAXABLE LOSS

The Partnership's taxable loss for the calendar year ended December 31, 2011 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.

 

 

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

December 31, 2011
(Unaudited)


NOTE G - PLAN OF LIQUIDATION

On March 13, 2007, our General Partner recommended that the BAC holders approve a plan of liquidation and dissolution for the Partnership, or the "Plan." The Plan was approved by the BAC holders on April 27, 2007, and was adopted by the General Partner on April 30, 2007. Pursuant to the Plan, the General Partner may, without further action by the BAC holders:

    • liquidate the assets and wind up the business of the Partnership;
    • make liquidating distributions in cancellation of the BACs;
    • dissolve the Partnership after the sale of all of the Partnership's assets; and
    • take, or cause the Partnership to take, such other acts and deeds and shall do, or cause the Partnership to do, such other things, as are necessary or appropriate in connection with the dissolution, winding up and liquidation of the Partnership, the termination of the responsibilities and liabilities of the Partnership under applicable law, and the termination of the existence of the Partnership.

Since the approval of the Plan by the BAC holders, we have continued to seek to sell the assets of the Partnership and use the sales proceeds and/or other Partnership funds to pay all expenses in connection with such sales, pay or make provision for payment of all Partnership obligations and liabilities, including accrued fees and unpaid loans to the General Partner, and distribute the remaining assets as set forth in the Partnership Agreement. We expected to complete the sale of the apartment complexes approximately three to four years after the BAC holders' approval of the Plan, which was April 27, 2007. However, the liquidation has taken longer than expected and the final liquidating distribution will occur months after all of the apartment complexes have been sold.

A special allocation of net income (loss) between the assignees and general

partner has been made due to the liquidation of assets and the wind up of the

business of certain series.

For additional information regarding the sale of Partnership assets, see "Management's Discussion and Analysis of Financial Condition and Results of Operations " in our Annual Report on Form 10-K.

 

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, 2011. 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, 2011 were $22,480 and total partnership management fees accrued as of December 31, 2011 were $2,382,937. 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. During the three and the nine months ended December 31, 2011, $13,498 and $42,742, respectively, of accrued partnership management fees were paid, and the accrued balance of $2,474,394 in Series 1 has been forgiven. The general partner has recorded this amount as a capital contribution. 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, 2011, an affiliate of the general partner of the Partnership advanced a total of $473,634 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. Below is a summary, by series, of the total advances made to date.

 

Nine Months Ended

Total

Series 3

      -

$473,634

 

$   -

$473,634

 

 

 

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, 2011 there were no payments paid to the affiliates of the general partner and the total advance balance of $170,726 in Series 1 has been forgiven. The general partner has recorded this amount as a capital contribution.

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, 2011 and 2010 the Partnership had limited partnership equity interests in 7 and 18 Operating Partnerships, respectively.

As of December 31, 2011, the Partnership had $1,465,189 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

-

$    -

2

8,303,000

830,300

03/30/89

-

-

3

28,822,000

2,882,200

03/14/89

7

162,369

4

29,788,160

2,995,300

07/07/89

-

1,302,820

5

4,899,000

489,900

08/22/89

-

-

6

12,935,780

1,303,000

09/29/89

 -

        -

 

 

 

 

 

 

 

$97,746,940

9,800,600

 

7

$1,465,189

 

Results of Operations

At December 31, 2011 and 2010, the Partnership held limited partnership interests in 7 and 18 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, 2011 are as follows:

 

3 Months
Gross

Management Fee


3 Months
Reporting Fee

3 Months
Management Fee

Net of Reporting Fee

Series 1

$   -

$ -

$ -

Series 2

5,418

116

5,302

Series 3

8,982

-

8,982

Series 4

4,243

45,572

(41,329)

Series 5

3,837

64

3,773

Series 6

      -

     -

      -

$ 22,480

$45,752

$(23,272)

 

9 Months
Gross

Management Fee


9 Months
Reporting Fee

9 Months
Management Fee

Net of Reporting Fee

Series 1

$  8,947

$ 1,260

$ 7,687

Series 2

16,254

520

15,734

Series 3

29,001

3,375

25,626

Series 4

14,977

45,772

(30,795)

Series 5

11,511

289

11,222

Series 6

-

     -

      -

$ 80,690

$51,216

$ 29,474

 

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, the average Qualified Occupancy for the series was 100%. The series had no properties at December 31, 2011.

For the nine month periods ended December 31, 2011 and 2010, Series 1 reflects a net loss from Operating Partnerships of $0 and $(94,819), respectively, which includes depreciation and amortization of $0 and $164,180, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In August 2011, the investment general partner transferred its interest in Coldwater Limited Dividend Housing Association to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $885,494 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 1. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership 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 gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011.

In August 2011, the investment general partner transferred its interest in Riverside Place Limited Dividend Housing LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $910,901 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 1. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership 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 gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011.

In August 2011, the investment general partner transferred its interest in Wood Creek Manor Limited Dividend Housing LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $918,827 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 1. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership 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 gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011.

In October 2011, the investment general partner transferred its interest in Green Acres of Yulee LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,398,850 and cash proceeds to the investment partnership of $10,000. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $5,000 were returned to cash reserves held by Series 1. 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 sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, will be recorded in the amount of $5,000 as of October 31, 2011.

Series 2

As of December 31, 2010, the average Qualified Occupancy for the series was 100%. The series had no properties at December 31, 2011.

For the nine month periods ended December 31, 2011 and 2010, Series 2 reflects a net loss from Operating Partnerships of $0 and $(312,556), respectively, which includes depreciation and amortization of $0 and $124,403, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In December 2011, the investment general partner of American Affordable Housing Fund III, Series 2 and Series 5 transferred their respective interests in Annadale Housing Partners to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $13,785,001 and cash proceeds to the investment partnerships of $0. There were no remaining proceeds returned to cash reserves held by AAH III, Series 2 or Series 5, respectively. 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 gain or loss on the sale of the Operating Partnership, net of the overhead and expense reimbursement, will be recorded as of December 31, 2011.

Series 3

As of December 31, 2011 and 2010, the average Qualified Occupancy for the series was 100%. The series had a total of seven properties at December 31, 2011, all of which were at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2011 and 2010, Series 3 reflects a net loss from Operating Partnerships of $(155,690) and $(158,883), respectively, which includes depreciation and amortization of $252,191 and $308,597, 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 meet the terms of 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. 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 remained at 56% and the property continued 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 had expired, the foreclosure of the property by Rural Development did 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 August 2011, the investment general partner transferred its interest in Greenwood Limited Dividend Housing Association to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,344,461 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership 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 gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011. Additional sale proceeds were received in January 2012; so a receivable in the amount of $65,458 was recorded as of December 31, 2011. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $65,458 as of December 31, 2011.

In August 2011, the investment general transferred its interest in Ripon Apartments Company LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $793,519 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 3. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership 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 gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011.

Series 4

As of December 31, 2010, the average Qualified Occupancy for the series was 100%. The series had no properties at December 31, 2011.

For the nine month periods ended December 31, 2011 and 2010, Series 4 reflects a net loss from Operating Partnerships of $0 and $(57,044), respectively, which includes depreciation and amortization of $0 and $143,974, 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.

In October 2011, the investment general partner transferred its interest in Ault Apartments to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $447,317 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 4. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership 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 gain or loss on the transfer of the Operating Partnership will be recorded.

In October 2011, the investment general partner transferred its interest in Cambria Commons LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,169,005 and cash proceeds to the investment partnership of $1. Of the total proceeds to be received, $1 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no proceeds returned to cash reserves held by Series 4. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership 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 gain or loss on the transfer of the Operating Partnership will be recorded.

In December 2011, the investment general partner of Series 4 and Boston Capital Tax Credit Fund II LP - Series 9 transferred their respective interests in Meadowcrest LDHA LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $2,446,544 and cash proceeds to the investment partnerships of $64,760 to Series 4 and $70,240 to Series 9, respectively. Of the total proceeds received, $45,572 and $49,428 from Series 4 and Series 9, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,195 and $7,804 from Series 4 and Series 9, respectively, will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $11,993 and $13,008 for Series 4 and Series 9 respectively, will be returned to cash reserves. 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 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 was recorded of $11,993 and $13,008 from Series 4 and Series 9, respectively, as of December 31, 2011.

Series 5

As of December 31, 2010, the average Qualified Occupancy for the series was 100%. The series had no properties at December 31, 2011.

For the nine month periods ended December 31, 2011 and 2010, Series 5 reflects a net loss from Operating Partnerships of $0 and $(173,837), respectively, which includes depreciation and amortization of $0 and $69,191, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In December 2011, the investment general partner of American Affordable Housing Fund III, Series 2 and Series 5 transferred their respective interests in Annadale Housing Partners to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $13,785,001 and cash proceeds to the investment partnerships of $0. There were no remaining proceeds returned to cash reserves held by AAH III, Series 2 or Series 5, respectively. 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 gain or loss on the sale of the Operating Partnership, net of the overhead and expense reimbursement, will be recorded as of December 31, 2011.


Series 6

The series did not have any properties as of December 31, 2011 and 2010. 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.

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 June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs). The amended guidance modifies the consolidation model to one based on control and economics, and replaced quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures around VIEs. This amendment was effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on April 1, 2010 did not have a material effect on the Partnership's financial statements.

 

 

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 with respect to each series individually, as well as the Partnership as a whole. 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 relating tp any series or the Partnership as a whole 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 with respect to each series individually, as well as the Partnership as a whole.

 

 

 

 

(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, 2011 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, 2011.

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

None

 

 

Item 3.

Defaults upon Senior Securities

 

 

 

None

 

 

Item 4.

Mine Safety Disclosures

 

 

 

Not Applicable

 

 

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

101. The following materials from the Boston Capital Tax Credit Fund Limited Partnership Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2011 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Changes in Partners' Capital (Deficit), (iv) the Condensed Statements of Cash Flows and (v) related notes, furnished herewith

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, 2012

/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, 2012

/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, 2012

/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.