UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended March 31, 2012 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        0-19443

 

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

Delaware	04-3066791
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

 

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class - Name of each exchange on which registered

None

 

Securities registered pursuant to Section 12(g) of the Act:

Title of class

Beneficial Assignee Certificates

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨                 No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨                 No x

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

Yes x                 No ¨

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 x                 No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

 

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

Yes ¨                   No x

 

DOCUMENTS INCORPORATED BY REFERENCE

 

The following documents of the Fund are incorporated by reference:

 

None.

 

 

BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP

Form 10-K ANNUAL REPORT FOR THE YEAR ENDED MARCH 31, 2012

 

TABLE OF CONTENTS

 

PART I
Item 1.	Business		3
Item 1A.	Risk Factors		6
Item 1B.	Unresolved Staff Comments		8
Item 2.	Properties		8
Item 3.	Legal Proceedings		23
Item 4.	Mine Safety Disclosures		23
PART II
Item 5.	Market for the Partnership's Limited Partnership Interests and Related Partnership Matters and Issuer Purchases of Partnership Interests		24
Item 6.	Selected Financial Data		24
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		25
Item 7a.	Quantitative and Qualitative Disclosure About Market Risk		44
Item 8.	Financial Statements and Supplementary Data		44
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		44
Item 9a.	Controls and Procedures		45
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		46
Item 11.	Executive Compensation		48
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		49
Item 13.	Certain Relationships and Related Transactions, and Director Independence		50
Item 14.	Principal Accounting Fees and Services		51
PART IV
Item 15.	Exhibits and Financial Statement Schedules		52
	Signatures		54

  

 

PART I

 

Item 1.        Business

 

Organization

 

Boston Capital Tax Credit Fund II Limited Partnership (the "Partnership") is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act as of June 28, 1989. 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 II Limited Partnership, a Delaware limited partnership. The general partner of the general partner is BCA Associates Limited Partnership, a Massachusetts limited partnership, whose sole general partner is C&M Management, Inc., a Massachusetts corporation. John P. Manning is the principal of Boston Capital Partners, Inc. and C&M Management Inc. The limited partner of the general partner is Capital Investment Holdings, a general partnership whose partners are certain officers and employees of Boston Capital Partners, Inc. and its affiliates. The assignor limited partner is BCTC II Assignor Corp., a Delaware corporation which is now wholly-owned by John P. Manning.

The assignor limited partner was formed for the purpose of serving in that capacity for the Partnership and will not engage in any other business. Units of beneficial interest in the limited partnership interest of the assignor limited partner have been assigned by the assignor limited partner by means of beneficial assignee certificates ("BACs") to investors and investors are entitled to all the rights and economic benefits of a limited partner of the Partnership including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Partnership.

A Registration Statement on Form S-11 and the related prospectus, (together with each subsequently filed prospectus, the "Prospectus") was filed with the Securities and Exchange Commission and became effective October 25, 1989 in connection with a public offering ("Offering") in Series 7, 9 through 12, and 14. The Partnership raised $186,337,517 representing a total of 18,679,738 BACs in six series. The Partnership completed sales of BACs in all Series on January 27, 1992.

Description of Business

The Partnership's principal business is to invest as a limited partner in other limited partnerships (the "Operating Partnerships"), each of which owns or leases and operates an apartment complex exclusively or partially for low- and moderate-income tenants. Each Operating Partnership in which the Partnership invested owns apartment complexes that are completed, newly constructed, under construction or rehabilitation, or to-be constructed or rehabilitated, and which are expected to receive Government Assistance.

Each apartment complex has qualified for the low-income housing tax credit under Section 42 of the Code (the "Federal Housing Tax Credit"), thereby providing tax benefits over a period of twelve years in the form of tax credits which investors may use to offset income, subject to strict limitations, from other sources. Certain of the apartment complexes also qualified for the historic rehabilitation tax credit under Section 47 of the Code (the "Rehabilitation Tax Credit"). Section 236 (f) (ii) of the National Housing Act, as amended, in Section 101 of the Housing and Urban Development Act of 1965, as amended, each provide for the making by HUD of rent supplement payments to low income tenants in properties which receive other forms of federal assistance such as tax credits. The payments for each tenant, which are made directly to the owner of their property, generally are in such amounts as to enable the tenant to pay rent equal to 30% of the adjusted family income. Some of the apartment complexes in which the Partnership has invested are receiving such rent supplements from HUD. HUD has been in the process of converting rent supplement assistance to assistance paid not to the owner of the apartment complex, but directly to the individuals. At this time, the Partnership is unable to predict whether Congress will continue rent supplement programs payable directly to owners of the apartment complexes.

 

As of March 31, 2012, the Partnership had invested in a total of 118 Operating Partnerships; 0 Operating Partnerships on behalf of Series 7, 18 Operating Partnerships on behalf of Series 9, 15 Operating Partnerships on behalf of Series 10, 16 Operating Partnerships on behalf of Series 11, 23 Operating Partnerships on behalf of Series 12, and 46 Operating Partnerships on behalf of Series 14. A description of these Operating Partnerships is set forth in Item 2 herein.

 

The business objectives of the Partnership are to:

 

(1)	preserve and protect the Partnership's capital;
(2)	provide current tax benefits to investors in the form of (a) Federal Housing Tax Credits and Rehabilitation Tax Credits, which an investor may apply, subject to certain strict limitations, against his federal income tax liability from active, portfolio and passive income, and (b) passive losses which an investor may apply to offset his passive income (if any);
(3)	provide capital appreciation (except with respect to the Partnership's investment in certain non-profit Operating Partnerships) through increases in value of the Partnership's investments and, to the extent applicable, equity buildup through periodic payments on the mortgage indebtedness with respect to the apartment complexes;
(4)	provide cash distributions (except with respect to the Partnership's investment in certain non-profit Operating Partnerships) from a capital transaction as to the Partnership.  The Operating Partnerships intend to hold the apartment complexes for appreciation in value.  The Operating Partnerships may sell the apartment complexes after a period of time if financial conditions in the future make such sales desirable and if such sales are permitted by government restrictions; and
(5)	provide, on a current basis and to the extent available, cash distributions from the operations of the apartment complexes (no significant amount of which is anticipated).

 

Employees

The Partnership does not have any employees. Services are performed by the general partner and its affiliates and agents retained by them.

 

 

Plan of Liquidation

 

On March 3, 2010, 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 July 1, 2010, and was adopted by the General Partner on July 1, 2010. Pursuant to the Plan, the General Partner is able to, 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 sale 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 expect to complete the sale of the apartment complexes approximately three to five years after the BAC holders approval of the Plan, which was July 1, 2010. However, because of numerous uncertainties, the liquidation may take longer or shorter than expected, and the final liquidating distribution may occur months after all of the apartment complexes have been sold. Liquidation is not imminent, and as such, we have not prepared these financial statements under the liquidation basis of accounting.

 

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

 

 

Item 1A.        Risk Factors

 

As used in this Item 1A, references to “we, “us” and “our” mean the Partnership.

 

An investment in our BACs and our investments in Operating Partnerships are subject to risks. These risks may impact the tax benefits of an investment in our BACs, and the amount of proceeds available for distribution to our limited partners, if any, on liquidation of our investments.

 

In addition to the other information set forth in this report, you should carefully consider the following factors which could materially affect our business, financial condition or results of operations. The risks described below are not the only risks we face. Additional factors not presently known to us or that we currently deem to be immaterial also may materially adversely affect our business operations.

 

The ability of limited partners to claim tax losses from their investment in us is limited.

 

The IRS may audit us or an Operating Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to the investors could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in our BACs. Changes in tax laws could also impact the tax benefits from an investment in our BACs and/or the value of the Operating Partnerships. Until the Operating Partnerships have completed a mandatory fifteen year Low Income Housing Tax Credit compliance period, investors are at risk for potential recapture of Low Income Housing Tax Credits that have already been claimed.

 

The Low Income Housing Tax Credits rules are extremely complicated and noncompliance with these rules may have adverse consequences for BAC holders.

 

Noncompliance with applicable tax regulations may result in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25,000 of taxable income. The limited partnerships may be unable to sell the Operating Partnerships at a price which would result in our realizing cash distributions or proceeds from the transaction. Accordingly, we may be unable to distribute any cash to our investors. Low Income Housing Tax Credits may be the only benefit from an investment in our BACs.

 

Poor performance of one housing complex, or the real estate market generally, could impair our ability to satisfy our investment objectives.

 

Each housing complex is subject to mortgage indebtedness. If an Operating Partnership failed to pay its mortgage, it could lose its housing complex in foreclosure. If foreclosure were to occur during the first 15 years of the existence of the Partnership, the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of previously claimed Low Income Housing Tax

Credits, and a loss of our investment in the housing complex would occur. To the extent the Operating Partnerships receive government financing or operating subsidies, they may be subject to one or more of the following risks:

 

- difficulties in obtaining rent increases;

- limitations on cash distributions;

 

 

- limitations on sales or refinancing of Operating Partnerships;

- limitations on transfers of interests in Operating Partnerships;

- limitations on removal of local general partners;

- limitations on subsidy programs; and

- possible changes in applicable regulations.

 

The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar properties, and neighborhood conditions, among others.

 

No trading market for the BACs exists or is expected to develop.

 

There is currently no active trading market for the BACs. Accordingly, limited partners may be unable to sell their BACs or may have to sell BACs at a discount. Limited partners should consider their BACs to be a long-term investment.

 

Investors may realize taxable gain on sale or disposition of BACs.

 

Upon the sale or other taxable disposition of BACs, investors will realize taxable income to the extent that their allocable share of the non-recourse mortgage indebtedness on the apartment complexes, together with the money they receive from the sale of the BACs, is greater than the original cost of their BACs. This realized taxable income is reduced to the extent that investors have suspended passive losses or credits. It is possible that the sale of BACs may not generate enough cash to pay the tax obligations arising from the sale.

 

Investors may have tax liability in excess of cash.

 

Investors eventually may be allocated profits for tax purposes which exceed any cash distributed to them. For this tax liability, the investor will have to pay federal income tax without a corresponding cash distribution. Similarly, in the event of a sale or foreclosure of an apartment complex or a sale of BACs, an investor may be allocated taxable income, resulting in tax liability, in excess of any cash distributed to him or her as a result of such event.

 

Investors may not receive cash if apartment complexes are sold.

 

There is no assurance that investors will receive any cash distributions from the sale or refinancing of an apartment complex. The price at which an apartment complex is sold may not be large enough to pay the mortgage and other expenses which must be paid at such time. Even if there are net cash proceeds from a sale, expenses such as accrued fund management fees and unpaid loans will be deducted pursuant to Section 4.02(a) of the Partnership Agreement. If any of these events happen, investors will not get all of their investment back, and the only benefit from an investment will be the tax credits received.

 

The sale or refinancing of the apartment complexes is dependent upon the following material factors:

 

- The necessity of obtaining the consent of the operating general  partners;

- The necessity of obtaining the approval of any governmental  agency(ies) providing government assistance to the apartment complex; and

- The uncertainty of the market.

 

 

Any sale may occur well after the fifteen-year federal housing tax credit compliance period.

 

We have insufficient sources of cash to pay our existing liabilities.

 

We currently do not have sufficient cash resources to satisfy our financial liabilities. Furthermore, we do not anticipate that we will have sufficient available cash to pay our future financial liabilities. Substantially all of our existing liabilities are payable to our general partner and its affiliates. Though the amounts payable to the general partner and its affiliates are contractually currently payable, we do not believe that the general partner or its affiliates will demand immediate payment of these contractual obligations in the near term; however, there can be no assurance that this will be the case. We would be materially adversely affected if the general partner or its affiliates demanded payment in the near term of our existing contractual liabilities or suspended the provision of services to us because of our inability to satisfy these obligations. All monies currently deposited, or that will be deposited in the future, into the Partnership's working capital reserves are intended to be utilized to pay our existing and future liabilities.

 

Item 1B.         Unresolved Staff Comments

 

Not applicable.

 

Item 2. Properties

The Partnership has acquired a limited partnership interest in each of the 118 Operating Partnerships in 6 series identified in the table set forth below. In each instance the apartment complex owned by each of the Operating Partnerships is eligible for the Federal Housing Tax Credit. Initial occupancy of a unit in each apartment complex which complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to hereinafter as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective apartment complexes are described more fully in the Prospectus or applicable Report on Form 8-K filed during the past fiscal year. The general partner believes that there is adequate casualty insurance on the properties.

Please refer to Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a more detailed discussion of operational difficulties experienced by certain of the Operating Partnerships.

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 7

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

All properties in Series 7 have been disposed of.

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 9

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

Property Name		Location				Units				Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Azalea Village Apartments			Crawford, GA				24			$	605,738				5/90				5/90				100	%		$	143,206
Big Lake Seniors			Big Lake, TX				20				520,555				4/94				6/95				100	%			145,660
Blanco Senior Apt.			Blanco, TX				20				487,964				12/93				9/94				100	%			98,561
Fawn River Apartments			Sturgis, MI				100				3,497,392				10/90				10/90				100	%			971,446
Fountain Green Apartments			Crestview, FL				24				669,052				6/90				5/90				100	%			164,534
Garden Lake Apartments			Immokalee, FL				65				2,076,889				5/90				5/90				100	%			577,529
Glenwood Hotel			Porterville, CA				36				476,922				6/90				6/90				100	%			383,100
Grifton Manor Apts.			Grifton, NC				40				1,137,142				9/93				2/94				100	%			261,645
Hill St. Commons			South Paris, ME				25				1,398,056				11/92				10/92				100	%			301,064
Kristin Park Apartments			Las Vegas, NV				44				1,313,199				3/90				6/90				100	%			313,200

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 9

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

Continued

Property Name		Location				Units				Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Le Grand Apts.			Le Grand, CA				34			$	1,625,127				11/92				10/93				100	%		$	419,011
Longmeadow Apartments			Skowhegan, ME				28				1,399,202				8/90				8/90				100	%			284,000
Magnolia Lane Apartments			Bloomingdale, GA				48				1,394,469				5/90				3/90				100	%			321,908
Pine Ridge Place			Polkton, NC				16				591,747				1/94				12/93				100	%			114,730
Pleasanton Seniors Apts.			Pleasanton, TX				24				574,131				12/93				7/93				100	%			144,839
Quail Hollow II			Raleigh, NC				36				2,259,950				7/90				9/90				100	%			313,521
Telluride Apartments			Telluride, CO				30				1,420,515				9/90				11/90				100	%			300,033
Village Oaks Apartments II			Live Oak, FL				24				688,509				6/90				2/90				100	%			164,291

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 10

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

 

Property Name		Location				Units				Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Athens Park Apartments			Athens, AL				48			$	1,266,185				8/90				6/90				100	%		$	354,144
Autumn Lane Apartments			Washington, GA				24				694,558				8/89				11/90				100	%			168,234
Brentwood Apartments			Eunice, LA				32				903,680				11/90				10/90				100	%			205,470
Candlewick Place			Monroeville, AL				40				1,177,484				12/92				10/92				100	%			241,600
Cedarstone Apts.			Poplarville, MS				24				728,376				5/93				5/93				100	%			180,800
Lambert Square Apt.			Lambert, MS				32				913,893				11/92				12/92				100	%			192,347
Maidu Village			Roseville, CA				81				1,193,615				3/91				12/91				100	%			470,000
Meadowbrook Lane Apartments			Americus, GA				50				1,388,345				9/90				3/90				100	%			336,264
Pecan Village Apartments			Ellaville, GA				30				739,000				7/90				2/90				100	%			221,856
Pine Grove Apts.			Ackerman, MS				24				417,304				9/93				6/94				100	%			169,926

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 10

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

Continued

Property Name		Location				Units				Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Pinetree Manor Apts.			Centreville, MS				32			$	925,653				11/92				1/93				100	%		$	191,500
Rosewood Village Apartments			Willacoochee, GA				24				612,521				7/90				7/90				100	%			147,480
Stratford Square Apartments			Brundidge, AL				24				712,265				10/92				2/93				100	%			145,036
Summer Glen Apartments			Immokalee, FL				45				1,388,279				11/92				3/93				100	%			246,230
Woodside Apartments			Lisbon, ME				28				1,401,887				12/90				11/90				100	%			397,630

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 11

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

Property Name		Location				Units				Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Buckeye Senior Apartments			Buckeye, AZ				41			$	1,262,953				12/90				8/90				100	%		$	311,480
Cambridge Manor Apartments			Macon, MS				47				1,500,712				5/93				4/93				100	%			356,356
Church Hill Apartments			Church Point, LA				32				903,321				12/90				1/91				100	%			205,750
Elmwood Manor Apartments			Eutaw, AL				47				1,532,887				5/93				12/93				100	%			333,440
Farmerville Square Apts.			Farmerville, LA				32				919,950				1/91				4/91				100	%			212,280
Holley Grove			Holley, NY				24				867,547				11/90				10/90				100	%			207,360
Ivan Woods Senior Apts.			Delta Township, MI				90				2,347,558				2/91				4/91				100	%			1,184,275
Kaplan Manor Apartments			Kaplan, LA				32				877,229				12/90				12/90				100	%			198,460

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 11

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

Continued

 

Property Name	Location	Units		Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Lakewood Village Apartments	Lake Providence, LA	32		$	905,762				1/91				5/91				100	%		$	223,827
Maidu Village	Roseville, CA	81			1,193,615				3/91				12/91				100	%			530,000
Oatka Meadows	Warsaw, NY	24			867,815				11/90				6/90				100	%			206,670
Osage Place	Arkansas City, KS	38			1,164,584				12/90				12/90				100	%			522,999
South Fork Heights	South Fork, CO	48			1,388,291				2/91				2/91				100	%			343,358
Twin Oaks Apartments	Allendale, SC	24			739,639				12/90				9/90				100	%			206,888
Washington Manor Apartments	Washington, LA	32			905,476				1/91				3/91				100	%			216,990
Wildridge Apartments	Jesup, GA	48			1,280,374				1/91				4/91				100	%			329,130

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 12

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

Property Name	Location	Units		Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Bowman Village Apartments	Bowman, GA	24		$	630,466				6/91				10/91				100	%		$	139,879
Briarwick Apartments	Nicholasville, KY	40			1,085,026				4/91				4/91				100	%			323,941
Carson Village Apartments	Wrightsville, GA	24			615,965				10/91				6/92				100	%			161,452
Corcoran Garden Apartments	Corcoran, CA	38			1,812,633				2/91				11/90				100	%			432,438
Crescent City Senior Apartments	Crescent City, CA	38			2,017,316				3/91				3/91				100	%			474,536
Earlimart Senior Apartments	Earlimart, CA	35			1,272,640				6/91				6/91				100	%			364,515
Fox Run Apartments	Jesup, GA	24			463,743				12/91				7/92				100	%			150,033
Hamilton Village Apartments	Preston, GA	20			537,072				10/91				3/92				100	%			140,948
Hunters Park Apartments	Tarboro, NC	40			1,333,642				5/91				4/91				100	%			320,175
Ivan Woods Senior Apartments	Delta Township, MI	90			2,347,558				2/91				4/91				100	%			778,688
Lakeridge Apartments	Eufala, AL	30			866,475				3/91				4/91				100	%			186,780
Laurel Village Apartments	Wadley, GA	24			624,642				10/91				5/92				100	%			149,058

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 12

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

Continued

 

Property Name	Location	Units		Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Melville Plaza Apartments	Melville, LA	32		$	840,922				7/91				10/91				100	%		$	178,564
Oakleigh Apartments	Abbeville, LA	32			862,347				8/91				3/92				100	%			178,716
Oakwood Apartments	Mamou, LA	32			843,179				8/91				1/92				100	%			180,819
Prairie West Apts. III	West Fargo, ND	24			650,984				3/91				3/91				100	%			360,698
Ridgeway Court III Apartments	Bemidji, MN	24			971,924				4/91				1/91				100	%			180,186
Rockmoor Apartments	Banner Elk, NC	12			531,582				5/91				3/91				100	%			95,818
Turner Lane Apartments	Ashburn, GA	24			682,758				5/91				7/91				100	%			147,090
Uptown Apartments	Salyersville, KY	16			489,657				5/91				3/91				100	%			121,700
Villas of Lakeridge	Eufala, AL	18			502,898				3/91				3/91				100	%			96,868
Woodcrest Manor Apartments	Woodville, MS	24			669,427				6/91				11/91				100	%			138,579
Woodlawn Village Apartments	Abbeville, GA	36			956,535				10/91				4/92				100	%			229,601

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

Property Name	Location	Units		Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Ada Village Apts.	Ada, OK	44		$	916,465				1/93				11/93				100	%		$	158,976
Blanchard Senior Apts. II	Blanchard, LA	24			562,922				10/91				9/91				100	%			143,628
Blanchard Village Apts.	Blanchard, OK	8			197,359				1/93				7/93				100	%			32,954
Brantwood Lane Apartments	Centreville, AL	36			1,082,640				7/91				9/91				100	%			237,873
The Bridge Building	New York, NY	15			-				1/92				12/91				100	%			1,037,770
Buchanan Court	Warren, PA	18			685,075				7/91				11/90				100	%			160,600
Cedar View Apartments	Brinkley, AR	32			1,191,065				5/92				10/92				100	%			254,016
Cedarwood Apartments	Pembroke, NC	36			1,333,178				10/91				1/92				100	%			326,310

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

Continued

 

Property Name	Location	Units		Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Colorado City Seniors Apartments	Colorado City, TX	24		$	513,991				10/91				10/91				100	%		$	98,721
Cottonwood Apts. II	Cottonport, LA	24			753,576				10/91				7/91				100	%			152,664
Countryside Manor	Fulton, MS	24			633,810				10/91				8/91				100	%			151,868
Davis Village Apts.	Davis, OK	44			1,044,808				1/93				9/93				100	%			180,452
Devenwood Apartments	Ridgeland, SC	24			819,600				7/92				1/93				100	%			186,000
Duncan Village Apts.	Duncan, OK	48			989,391				1/93				11/93				100	%			172,005
Edison Village Apartments	Edison, GA	42			1,118,316				7/91				2/92				100	%			274,144
Fairground Place Apts.	Bedford, KY	19			657,702				3/95				8/95				100	%			176,963
Franklin Vista III Apts.	Anthony, NM	28			875,983				1/92				4/92				100	%			179,685
Friendship Village	Bel Air, MD	32			1,363,329				1/92				6/91				100	%			226,000

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

Continued

 

Property Name	Location	Units		Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Greenleaf Apartments	Bowdoinham, ME	21		$	1,068,290				11/91				8/92				100	%		$	295,085
Hughes Springs   Seniors Apartments	Hughes Springs, TX	32			746,096				10/91				8/91				100	%			183,674
Hessmer Village Apartments	Hessmer, LA	32			855,885				12/91				4/92				100	%			186,503
Kingfisher Village Apts.	Kingfisher, OK	8			131,867				1/93				12/93				100	%			24,365
Lake Isabella Senior Apartments	Lake Isabella, CA	46			1,891,332				9/91				1/92				100	%			442,457
Lakeview Meadows	Battle Creek, MI	53			1,324,799				1/92				6/92				100	%			1,018,808
Lana Lu Apartments	Lonaconing, MD	30			1,402,627				12/91				9/92				100	%			303,261

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2012

Continued

 

Property Name	Location	Units		Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Lexington Village Apts.	Lexington, OK	8		$	186,516				1/93				11/93				100	%		$	32,178
Maidu Village	Roseville, CA	81			1,193,615				1/92				12/91				100	%			1,096,199
Marion Apartments	Manor Marion,LA	32			940,164				2/92				6/92				100	%			199,708
Maysville Village Apts.	Maysville, OK	8			193,643				1/93				10/93				100	%			33,726
Montague Place Apartments	Caro, MI	28			1,076,070				12/91				12/91				100	%			432,320
Nevada City Senior Apartments	Grass Valley, CA	60			3,359,533				1/92				10/92				100	%			839,300
Newellton Place Apartments	Newellton, LA	32			854,436				2/92				4/92				100	%			190,600
New River Overlook Apartments	Radford, VA	40			1,399,955				8/91				2/92				100	%			285,371
Oak Ridge Apartments	Crystal Springs, MS	40			1,228,310				1/92				1/92				100	%			308,578
Pineridge Apartments	McComb, MS	32			1,012,134				10/91				10/91				100	%			238,995
Pineridge Elderly	Walnut Cove, NC	24			892,399				10/91				3/92				100	%			199,311
Prague Village Apts.	Prague, OK	8			101,656				1/93				3/93				100	%			21,373

 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

Continued

 

Property Name	Location	Units		Mortgage Balance As of 12/31/11				Acq Date				Const Comp				Qualified Occupancy 3/31/12				Cap Con Paid Thru 3/31/12
Snow Hill Ridge Apartments	Raleigh, NC	32		$	1,054,327				10/91				12/91				100	%		$	307,524
Spring Valley Apartments	Lexington Park, MD	128			4,679,194				11/91				12/92				100	%			2,877,811
Titusville Apartments	Titusville, PA	30			1,168,020				12/91				1/92				100	%			280,829
Valley Ridge Senior Apartments	Central Valley, CA	38			1,718,101				1/92				12/91				100	%			456,600
Victoria Place	Victoria, VA	39			1,219,632				1/92				6/92				100	%			287,736
Washington Court	Abingdon, VA	39			1,022,701				7/91				8/91				100	%			295,250
Wesley Village Apartments	Martinsburg, WV	36			1,231,847				10/91				6/92				100	%			266,253
Westside Apartments	Louisville, MS	33			640,056				3/92				1/92				100	%			191,014
Wynnewood Village Apts.	Wynnewood, OK	16			396,847				1/93				11/93				100	%			67,443

 

 

Item 3.	Legal Proceedings
	None.
Item 4.	Mine Safety Disclosures
	Not Applicable.

 

 

PART II

 

Item 5.

Market for the Registrant's Partnership Interests, Related Partnership Matters and Issuer Purchases of Partnership Interest

 

(a)

Market Information

 

The Partnership is classified as a limited partnership and has no common stock. There is no established public trading market for the BACs and it is not anticipated that any public market will develop.

 

(b)

Approximate number of security holders

 

As of March 31, 2012, the Partnership has 10,643 registered BAC holders for an aggregate of 18,679,738 BACs which were offered at a subscription price of $10 per BAC.

 

The BACs were issued in series. Series 7 consists of 739 investors holding 1,036,100 BACs, Series 9 consists of 2,021 investors holding 4,178,029 BACs, Series 10 consists of 1,508 investors holding 2,428,925 BACs, Series 11 consists of 1,269 investors holding 2,489,599 BACs, Series 12 consists of 1,777 investors holding 2,972,795 BACs, and Series 14 consists of 3,329 investors holding 5,574,290 BACs at March 31, 2012.

 

(c)

Dividend history and restriction

 

The Partnership has made no distributions of net cash flow to its BAC holders from its inception, June 28, 1989, through March 31, 2012.

The Partnership Agreement provides that profits, losses and credits will be allocated each month to the holder of record of a BAC as of the last day of such month. Allocation of profits, losses and credits among BAC holders will be made in proportion to the number of BACs held by each BAC holder.

Any distributions of net cash flow or liquidation, sale or refinancing proceeds will be made within 180 days of the end of the annual period to which they relate. Distributions will be made to the holders of record of a BAC as of the last day of each month in the ratio which (i) the BACs held by the holder on the last day of the calendar month bears to (ii) the aggregate number of BACs outstanding on the last day of such month.

During the year ended March 31, 2011, the Partnership made a return of equity distribution to the Series 10 BAC holders in the amount of $74,548. The distributions were the result of proceeds available from the sale or transfer of one or more Operating Partnerships.

 

Item 6.	Selected Financial Data
	Not Applicable.

 

 

Item 7.

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 such as our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. Such statements are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1993, 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 thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, without limitation, the factors identified in Part I, Item 1A of this Report. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and, therefore, 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 the forward-looking statements included herein, the inclusion of such 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 the Offering. Other sources of liquidity include (i) interest earned on capital contributions unpaid as of March 31, 2012 and on working capital reserves and (ii) cash distributions from operations of the Operating Partnerships in which the Partnership has invested. These sources of liquidity, along with the Partnership's working capital reserve, are available to meet the obligations of the Partnership. The Partnership does not anticipate significant cash distributions from operations of the Operating Partnerships. The Partnership is currently accruing the annual partnership management fee to enable each series to meet current and future third party obligations. During the fiscal year ended March 31, 2012 the Partnership accrued $857,967 and paid $1,235,000 in annual partnership management fees. As of March 31, 2012 the accrued partnership management fees totaled $20,689,156. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Partnership receives sale or refinancing proceeds from Operating Partnerships, and at that time proceeds from these sales or refinancing will be used to satisfy these liabilities. The Partnership anticipates that there will be sufficient cash to meet future third party obligations. The Partnership does not anticipate significant cash distributions in the long or short term from operations of the Operating Partnerships.

 

Affiliates of the general partner have advanced $153,188 to Series 12 to pay certain third party operating expenses and to fund advances to Operating Partnerships. These, and any additional advances, will be paid, without interest, from available cash flow, reporting fees, or the proceeds of the sale or refinancing of the Partnership's interest in Operating Partnerships. The Partnership anticipates that as the Operating Partnerships continue to mature, more cash flow and reporting fees will be generated. Cash flow and reporting fees will be added to the Partnership's working capital and will be available to meet future third party obligations of the Partnership. The Partnership is currently pursuing, and will continue to pursue, available cash flow and reporting fees and anticipates that the amount collected will be sufficient to cover third party operating expenses. Although the Partnership is in liquidation, we have sufficient cash to meet our anticipated current and ongoing operational expenses other than amounts payable to the general partner and its affiliates for asset management fees and advances. Additionaly, we do not expect the general partner or its affiliates to demand payment of these amounts prior to the liquidation of the Partnership pursuant to its Plan of Liquidation and Dissolution. The Partnership is currently pursuing, and will continue to pursue, available cash flow and reporting fees. No significant distributions of cash flow from the Operating Partnerships are anticipated on a long term or short term basis due to the restrictions on rents which apply to low-income apartment complexes.

 

 

Capital Resources

 

The Partnership offered BACs in the Offering declared effective by the Securities and Exchange Commission on October 25, 1989. The Partnership received and accepted subscriptions for $186,337,517 representing 18,679,738 BACs from investors admitted as BAC holders in Series 7, 9 through 12 and 14 of the Partnership.

 

Offers and sales of BACs in Series 7, 9 through 12, and 14 of the Partnership were completed and the last of the BACs in Series 14 were issued by the Partnership on January 27, 1992.

 

(Series 7). The Partnership commenced offering BACs in Series 7 on November 14, 1989. The Partnership had received and accepted subscriptions for $10,361,000, representing 1,036,100 BACs from investors admitted as BAC holders in Series 7. Offers and sales of BACs in Series 7 were completed and the last of the BACs in Series 7 were issued by the Partnership on December 29, 1989.

 

As of March 31, 2012, the net proceeds from the offer and sale of BACs in Series 7 had been used to invest in a total of 15 Operating Partnerships in an aggregate amount of $7,774,651, and the Partnership had completed payment of all installments of its capital contributions to the Operating Partnerships. As of March 31, 2012, all 15 of the properties had been disposed of. Cash and Cash Equivalents for Series 7 at March 31, 2012, represented $0 in working capital.

 

(Series 9). The Partnership commenced offering BACs in Series 9 on February 1, 1990. The Partnership had received and accepted subscriptions for $41,574,518, representing 4,178,029 BACs from investors admitted as BAC holders in Series 9. Offers and sales of BACs in Series 9 were completed and the last of the BACs in Series 9 were issued by the Partnership on April 30, 1990.

 

As of March 31, 2012, the net proceeds from the offer and sale of BACs in Series 9 had been used to invest in a total of 55 Operating Partnerships in an aggregate amount of $31,605,286, and the Partnership had completed payment of installments of its capital contributions to the Operating Partnerships. As of March 31, 2012, 37 of the properties had been disposed of and 18 remain. Cash and Cash Equivalents for Series 9 at March 31, 2012, represented $316,051 in working capital.

 

(Series 10). The Partnership commenced offering BACs in Series 10 on May 7, 1990. The Partnership had received and accepted subscriptions for $24,288,997 representing 2,428,925 BACs from investors admitted as BAC holders in Series 10. Offers and sales of BACs in Series 10 were completed and the last of the BACs in Series 10 were issued by the Partnership on August 24, 1990.

 

 

As of March 31, 2012, the net proceeds from the offer and sale of BACs in Series 10 had been used to invest in a total of 45 Operating Partnerships in an aggregate amount of $18,555,455, and the Partnership had completed payment of all installments of its capital contributions to the Operating Partnerships. As of March 31, 2012, 30 of the properties had been disposed of and 15 remain. Cash and Cash Equivalents for Series 10 at March 31, 2012, represented $250,847 in working capital.

 

(Series 11). The Partnership commenced offering BACs in Series 11 on September 17, 1990. The Partnership had received and accepted subscriptions for $24,735,002, representing 2,489,599 BACs in Series 11. Offers and sales of BACs in Series 11 were completed and the last of the BACs in Series 11 were issued by the Partnership on December 31, 1990.

As of March 31, 2012, the net proceeds from the offer and sale of BACs in Series 11 had been used to invest in a total of 40 Operating Partnerships in an aggregate amount of $18,894,372. As of March 31, 2012, 24 of the properties had been disposed of and 16 remain. The Partnership has completed payment of all installments of its capital contributions to the Operating Partnerships. Cash and Cash Equivalents for Series 11 at March 31, 2012, represented $205,808 in working capital.

 

(Series 12). The Partnership commenced offering BACs in Series 12 on February 1, 1991. The Partnership had received and accepted subscriptions for $29,649,003, representing 2,972,795 BACs in Series 12. Offers and sales of BACs in Series 12 were completed and the last of the BACs in Series 12 were issued by the Partnership on April 30, 1991.

During the fiscal year ended March 31, 2012, the Partnership did not use any of Series 12's net offering proceeds to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2012, the net proceeds from the offer and sale of BACs in Series 12 had been used to invest in a total of 53 Operating Partnerships in an aggregate amount of $22,356,179. As of March 31, 2012, 30 of the properties had been disposed of and 23 remain. The Partnership has completed payment of all installments of its capital contributions to 22 of the 23 remaining Operating Partnerships. At March 31, 2012, working capital of $161,046 consists of cash and cash equivalents less capital contributions payable.

 

(Series 14). The Partnership commenced offering BACs in Series 14 on May 20, 1991. The Partnership had received and accepted subscriptions for $55,728,997, representing 5,574,290 BACs in Series 14. Offers and sales of BACs in Series 14 were completed and the last of the BACs in Series 14 were issued by the Partnership on January 27, 1992.

 

During the fiscal year ended March 31, 2012, the Partnership did not use any of Series 14's net offering proceeds to pay installments of its capital contributions to the Operating Partnership. As of March 31, 2012 the net proceeds from the offer and sale of BACs in Series 14 had been used to invest in a total of 101 Operating Partnerships in an aggregate amount of $42,034,328. As of March 31, 2012, 55 of the properties had been disposed of and 46 remain. The Partnership has completed payment of all installments of its capital contributions to 36 of the remaining 46 Operating Partnerships. At March 31, 2012, working capital of $198,721 consists of cash and cash equivalents less capital contributions payable.

 

 

Results of Operations

 

The Partnership incurs an annual partnership management fee payable to its general partner and/or its affiliates in an amount equal to 0.5% of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of certain partnership management and reporting fees paid by the Operating Partnerships. The annual partnership management fee, net of reporting fees received, charged to operations for the fiscal years ended March 31, 2012 and 2011 was $666,597 and $670,896, respectively. The Partnership's investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested. The Partnership's investments in Operating Partnerships have been made principally with a view towards realization of Federal Housing Tax Credits for allocation to its partners and BAC holders.

(Series 7). The series had a total of 0 properties at March 31, 2012 and 2011.

For the tax years ended December 31, 2011 and 2010, the series, in total, generated $0 and $0, respectively, in passive tax income (losses) that was passed through to the investors.

As of March 31, 2012 and 2011, Investments in Operating Partnerships for Series 7 was $0. Investments in Operating Partnerships were affected by the way the Partnership accounts for such investments, the equity method. By using the equity method the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

For the years ended March 31, 2012, and 2011, the net income (loss) for series 7 was $0 and $0, respectively.

 

(Series 9). As of March 31, 2012 and 2011, the average Qualified Occupancy for the series was 100%, respectively. The series had a total of 18 properties as of March 31, 2012, all of which were at 100% qualified occupancy.

For the tax years ended December 31, 2011 and 2010, the series, in total, generated $1,814,336 and $(1,430,244), respectively, in passive tax income (losses) that was passed through to the investors.

 

As of March 31, 2012 and 2011, the Investments in Operating Partnerships for Series 9 were $0. Investments in Operating Partnerships were affected by the way the Partnership accounts for such investments, the equity method. By using the equity method the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

For the years ended March 31, 2012, and 2011, the net income (loss) for series 9 was $124,050 and $(248,576), respectively. The major components of these amounts are the Partnership's share of income from Operating Partnership and the partnership management fee.

 

 

On April 30, 2012, the operating general partner of Sunshine Apartments, A Limited Partnership sold the property to a non-affiliated entity. The sales price of the property was $1,237,864, which included the outstanding mortgage balance of approximately $925,000 and cash proceeds to the investment partnership of $171,000. Of the total proceeds received by the investment partnership, $15,000 will be paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $156,000 were returned to cash reserves held by Series 9. 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 partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the 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 expenses, has been recorded in the amount of $156,000 as of April 30, 2012.

 

Glenwood Hotel Investors (Glenwood Hotel) is a 36-unit single room occupancy development located in Porterville, CA. The property has historically operated with high occupancy. Through the first quarter of 2012, the property continued to maintain strong occupancy and as of March 31, 2012 occupancy was 95%. However, despite the continued strong occupancy, the property is operating below breakeven. To maintain a high occupancy level and to be competitive in the market, it is necessary to keep rental rates very low. The low rents have resulted in the below breakeven operations. The management company continues to market available units to the housing authority as well as performing various outreach efforts to attract qualified residents. The operating general partner continues to fund deficits as needed. The mortgage, insurance and payables are current. On December 31, 2005, the 15-year low income housing tax credit compliance period expired with respect to Glenwood Hotel Investors LP.

 

In April 2011, the investment general partner of Cotton Mill Associates transferred its interest to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,369,200 and cash proceeds to the investment partnership of $100,000. Of the total proceeds received, $15,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $85,000 were returned to cash reserves held by Series 9. 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 partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the 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 expenses, has been recorded in the amount of $85,000 as of June 30, 2011.

 

 

 

In April 2011, the investment general partner of Tappahannock Greens LP transferred its interest in to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,427,440 and cash proceeds to the investment partnership of $60,000. Of the total proceeds received, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $55,000 were returned to cash reserves held by Series 9. 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 addition, the investment general partner on behalf of the investment partnership entered into a partner interest pledge agreement with the Operating Partnership for receipt of a residual payment. Under the terms of the partner interest pledge agreement, if the property owned by the Operating Partnership is sold, within 5 years from the initial transfer date, there would be a residual payment of up to $200,000 distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the 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 expenses, has been recorded in the amount of $55,000 as of June 30, 2011.

 

In October 2011, the investment general partner transferred its interest in Grand Princess Manor LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,412,614 and cash proceeds to the investment partnership of $70,000. Of the total proceeds received, $7,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $62,500 were returned to cash reserves held by Series 9. 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, was recorded in the amount of $62,500 as of October 31, 2011.

 

In October 2011, the investment general partner transferred its interest in Grand Princess Villas LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,411,672 and cash proceeds to the investment partnership of $70,000. Of the total proceeds received, $7,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $62,500 were returned to cash reserves held by Series 9. 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, was recorded in the amount of $62,500 as of October 31, 2011.

 

 

In December 2011, the investment general partner transferred its interest in Raitt Street Apartments, A CA LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $4,153,969 and delivery of a Promissory Note to the investment general partner in the amount of $5,900 maturing June 30, 2012. The amounts payable under the note will be paid to BCAMLP as reimbursement expenses related to the transfer, which include third party legal costs. No proceeds will be returned to cash reserves held by Series 9. Annual losses generated by the Operating Partnership, which were applied against the investment partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, no gain on the sale of the Operating Partnership has been recorded.

 

In December 2011, the investment general partner of Boston Capital Tax Credit Fund I LP – Series 4 and 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. 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, was 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 10). As of March 31, 2012 and 2011, the average Qualified Occupancy for the series was 100%. The series had a total of 15 properties at March 31, 2012, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2011 and 2010 the series, in total, generated $(223,661) and $(124,216), respectively, in passive tax income (losses) that was passed through to the investors.

 

As of March 31, 2012 and 2011, the Investments in Operating Partnerships for Series 10 were $0. Investments in Operating Partnerships were affected by the way the Partnership accounts for such investments, the equity method. By using the equity method the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

For the years ended March 31, 2012, and 2011, the net income (loss) for series 10 was $223,667 and $91,026, respectively. The major components of these amounts are the Partnership's share of income from Operating Partnership, the partnership management fee and miscellaneous income.

 

 

Meadowbrook Properties II LP (Meadowbrook Lane Apartments) is a 50-unit property located in Americus, GA. The property has operated below breakeven for several years with occupancy averaging below 90%. Through the fourth quarter of 2011 occupancy improved to an average of 92% as of March 31, 2012. Despite increased occupancy, the property continues to operate below breakeven. Due to the age of the property, maintenance expenses are very high in order to maintain its physical condition. Deficits are being funded by accruing the related party management fee. On December 31, 2004, the 15-year low income housing tax credit compliance period expired with respect to Meadowbrook Properties II, LP.

 

In April 2009, the investment general partner of Wichita West Housing Associates Two LP approved an agreement to sell the property and the transaction closed on October 30, 2009. The sales price for the property is $2,498,580, which includes the outstanding mortgage balance of approximately $1,555,423 and cash proceeds to the investment partnership of $838,846. 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 of $823,846 were returned to cash reserves held by Series 10. 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 partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the 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 expenses, has been recorded in the amount of $823,846 as of December 31, 2009. In June 2010, additional sale proceeds of $6,276 were received and returned to the cash reserves held by Series 10.

 

In January 2012, the operating general partner of Washington Heights IV entered into an agreement to sell the property a non-affiliated entity and the transaction closed on February 10, 2012. The sales price of the property was $1,250,000, which included the outstanding mortgage balance of approximately $715,546 and cash proceeds to the investment partnership of $344,418. Of the total proceeds received by the investment partnership, $1,250 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $5,000 will be paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $338,168 were returned to cash reserves held by Series 10. 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 partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. The sale proceeds were received in April 2012; so a receivable in the amount of $338,168 was recorded as of March 31, 2012. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $338,168 as of March 31, 2012.

 

(Series 11). As of March 31, 2012 and 2011, the average Qualified Occupancy for the series was 100%. The series had a total of 16 properties at March 31, 2012, all of which were at 100% qualified occupancy.

 

 

For the tax years ended December 31, 2011 and 2010, the series, in total, generated $(1,594,611) and $(517,130), respectively, in passive tax income (losses) that were passed through to the investors.

 

As of March 31, 2012 and 2011, Investments in Operating Partnerships for Series 11 was $0. Investments in Operating Partnerships were affected by the way the Partnership accounts for such investments, the equity method. By using the equity method the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

For the years ended March 31, 2012, and 2011, the net income (loss) for series 11 was $(77,985) and $1,163,558, respectively. The major components of these amounts are the Partnership's share of income from Operating Partnership and the partnership management fee.

 

In December 2009, the operating general partner of Coronado Housing entered into an agreement to sell the property and the transaction closed on February 10, 2010. The sales price of the property was $760,000, which includes the outstanding mortgage balance of approximately $0 and cash proceeds to the investment partnership of $468,251. Of the total proceeds received, $15,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $438,251 were returned to cash reserves held by Series 11. 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 partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the 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 expenses, has been recorded in the amount of $438,251 as of March 31, 2010. In December 2010, the investment partnership received additional proceeds for its share of the Operating Partnership's cash in the amount of $25,982 which were returned to the cash reserves held by Series 11.

 

In February 2010, the operating general partner of Crestwood RRH, Limited approved an agreement to sell the property to an unrelated third party and the transaction closed on July 28, 2010. The sales price for the property was $5,074,719, which includes the outstanding mortgage balance of approximately $2,682,530 and cash proceeds to the investment partnership of $1,372,271. Of the total proceeds received, $95,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $85,617 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $1,191,654 will be returned to cash reserves held by Series 11. 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 partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the 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 expenses, has been recorded in the amount of $1,191,654 as of September 30, 2010. In May 2011, the investment partnership received additional proceeds for its share of the Operating Partnership's cash in the amount of $54,381 which were returned to the cash reserves held by Series 11.

 

 

South Fork Heights, LTD (South Fork Heights Apartments) is a 48-unit family property in South Fork, CO and is financed by Rural Development. The original operating general partner was replaced in January 2011 at the request of Rural Development. The property is in poor physical condition. The new operating general partner advanced funds for new carpet, vinyl and paint in the units. Average occupancy was 89% during 2011, however monthly occupancy improved over the course of the year to 96% as of March 31, 2012. Elevated maintenance expenses and the low occupancy in the first half of 2011 contributed to below breakeven operations for the year. Rural Development had approved the property to receive a Multi-Family Housing Preservation and Revitalization Restructuring Program (MPR) Loan in 2008, but would not lend the funds while the previous operating general partner was still involved in the project. The new operating general partner has received a commitment from Rural Development for a deferral of the current debt and the new MPR Loan, which will be used for renovations. The refinance is currently being reviewed for approval by the investment general partner. On December 31, 2005, the 15-year low income housing tax credit compliance period expired with respect to South Fork Heights, LTD.

 

(Series 12). As of March 31, 2012 and 2011, the average Qualified Occupancy for the series was 100%. The series had a total of 23 properties at March 31, 2012, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2011 and 2010, the series, in total, generated $(636,261) and $(607,725), respectively, in passive tax income (losses) that were passed through to the investors.

 

As of March 31, 2012 and 2011, the Investments in Operating Partnerships for Series 12 was $0. Investments in Operating Partnerships were affected by the way the Partnership accounts for such investments, the equity method. By using the equity method the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

For the years ended March 31, 2012, and 2011, the net income (loss) for series 12 was $(110,223) and $190,337, respectively. The major components of these amounts are the Partnership's share of income from Operating Partnership and the partnership management fee.

 

In March 2010, the operating general partner of Fort Smith Housing Associates Limited Partnership entered into an agreement to sell the property and the transaction closed on May 28, 2010. The sales price of the property was $800,000, which includes the outstanding mortgage balance of approximately $541,184 and cash proceeds to the investment partnership of $7,500. Of the total proceeds received, $7,500 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. There were no remaining proceeds from the sale returned to cash reserves held by Series 12. Annual losses generated by the Operating Partnership, which were applied against the investment partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, no gain on the sale of the Operating Partnership has been recorded.

 

 

Prairie West Apartments III LP (Prairie West Apts.) is a 24-unit property in West Fargo, North Dakota. In 2010, average occupancy was 92% and the property operated above breakeven, despite high operating expenses and bad debt. Through the fourth quarter of 2011, occupancy averaged 96% and the property was operating above breakeven. In 2012, occupancy is averaging 98% as of March 31, 2012. The operating general partner continues to fund all operating deficits as operations are supported by an unlimited guarantee. In late 2009 the property was refinanced with the money generated being used to update curb appeal. The mortgage, property taxes, and insurance are current. On December 31, 2005, the 15-year low income housing tax credit compliance period expired with respect to Prairie West Apartments III LP.

 

Briarwick Apartments Limited, A KY Limited Partnership (Briarwick Apartments) is a 40-unit family property located in Nicholasville, KY. The property has operated below breakeven for the past several years due to low occupancy. Occupancy has been a challenge due to the property’s advanced age and new market competitors. However, in 2011, occupancy improved averaging 91%. Management implemented a rent increase of $30 per unit which took effect on October 1, 2011. Occupancy was 90% as of March 31, 2012. Management anticipates that with improved rental income and strong occupancy, the property will be able to breakeven. Rural Development approved a workout plan in the third quarter of 2011, which should help stabilize the property and replenish the replacement reserve account in approximately three years. The mortgage, real estate tax and insurance payments are current. The operating general partner’s obligation to fund deficits is limited to $50,840 per year. The operating general partner continues to advance funds as needed and accrue its affiliated property management fee. On December 31, 2005, the 15-year low income housing tax credit compliance period expired.

 

Los Caballos II Limited Partnership (Los Caballos II Apartments) was a 24-unit, family complex located in Hatch, New Mexico. On August 14, 2006, flash floods caused significant damage to the property. The county building inspector determined the property was a complete loss. On January 10, 2007, the operating general partner had a meeting with the Village of Hatch, representatives from the Federal Emergency Management Agency, and Rural Development. It was determined that the property would be demolished and would not be rebuilt by the existing Operating Partnership. Demolition was completed in June 2007. The existing mortgage, on which Rural Development had already agreed to suspend all payments until the property was reconstructed, will be assumed by a new Operating Partnership. The existing liability will subsequently be removed from Los Caballos II Limited Partnership. For tax purposes, this event will not be classified as an early extinguishment of debt.

 

The parcel held by the Los Caballos II partnership will not be the location of the newly constructed project.  The new project will be on an adjacent property outside of the flood zone.  The plan is to have a new Operating Partnership absorb the mortgage debt from Los Caballos II.  The investment general partner has requested that RD approve a 'Transfer of Assets' that will move all debt and cash assets of Los Caballos II to a separate entity, but Los Caballos II will retain the land.  If RD accepts this transfer, it will effectively reduce the Operating Partnership's total debt from approximately $60,000 to $0, and will leave the land in the name of the Los Caballos II partnership.

 

 

The property was sold on December 15, 2009 without the approval or knowledge of the investment general partner.  The debt, land, rental assistance and insurance proceeds were all sold to a new entity that is re-syndicating the property at another location. The investment general partner has resolved the outstanding legal issues with the operating general partner and a formal agreement has been reached. Effective February 1, 2011, all parties agreed to a mutual release which provided for a payment of $30,000 to the investment partnership. Of the total proceeds received, $15,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $15,000 were returned to cash reserves held by Series 12. 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. Under the terms of the mutual release, if the land previously owned by the Operating Partnership is sold prior to December 31, 2015, the investment partnership shall receive 50% of any proceeds realized from the sale of the land. Annual losses generated by the Operating Partnership, which were applied against the investment partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the 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 expenses, was recorded in the amount of $15,000 as of March 31, 2011.

 

In January 2009, the investment general partner of RPI LP #22 approved an agreement to sell the property and the transaction closed on November 4, 2010. The sales price for the property is $1,250,000, which included the outstanding mortgage balance of approximately $538,667 and cash proceeds to the investment limited partners of $345,607. Of the total proceeds received by the investment partnership, $1,500 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $329,107 were returned to cash reserves held by Series 12. 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 partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the 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 expenses, was recorded in the amount of $329,107 as of December 31, 2010. As of June 2011, the investment partnership received additional proceeds for its share of the Operating Partnership's cash in the amount of $44,097 which were returned to the cash reserves held by Series 12.

 

(Series 14). As of March 31, 2012 and 2011, the average Qualified Occupancy for the series was 100%, respectively. The series had a total of 46 properties at March 31, 2012, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2011 and 2010, the series, in total, generated $371,451 and $(703,851), respectively, in passive tax income (losses) that were passed through to the investors.

 

As of March 31, 2012 and 2011, the Investments in Operating Partnerships for Series 14 was $0. Investments in Operating Partnerships were affected by the way the Partnership accounts for such investments, the equity method. By using the equity method the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

 

For the years ended March 31, 2012 and 2011, the net income (loss) for series 14 was $236,248 and $(280,315), respectively. The major components of these amounts are the Partnership's share of income from Operating Partnership and the partnership management fee.

 

Cottonwood Apartments II, A Limited Partnership (Cottonwood Apartments II) is a 24-unit development located in Cottonport, Louisiana. In the third and fourth quarters of 2008, occupancy fell to 50% and 29%, respectively, due to damages sustained during Hurricane Gustav. There was roof damage on all four buildings, interior damage to fifteen units, and the office and laundry room experienced flooding. Insurance and lost rent proceeds were received, and all repairs were completed as of August 2009 at which time all units were back on-line. In 2010, occupancy improved to an average of 70% although operations continued below breakeven. According to the operating general partner, the low occupancy was due to a poor local economy and a lack of jobs and qualified applicants. The investment general partner conducted a site visit in March 2010, which confirmed that there is very little industry/commerce in the area. A new manager that was hired in June 2010 has proven to be very effective at leasing units, as occupancy improved to 88% as of December 2010. At year-end 2011 occupancy was 96%. However, despite the continued strong occupancy, the property operated below breakeven in 2011. Occupancy averaged 90% and ended at 96% as of March 31, 2012. On December 31, 2005, the 15-year low income housing tax credit compliance period expired with respect to Cottonwood Apartments II, A Limited Partnership.

 

In December 2006, the investment general partner of Series 14, Boston Capital Tax Credit Fund III - Series 17 and Boston Capital Tax Credit Fund IV - Series 20 transferred 33% of their interest in College Greene Rental Associates Limited Partnership to entities affiliated with the operating general partners for their assumption of one third of the outstanding mortgage balance. The cash proceeds received by Series 14, Series 17, and Series 20 were $25,740, $7,919, and $65,341, respectively. Of the proceeds received, $1,950, $599, and $4,951 for Series 14, Series 17, and Series 20, respectively, was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds received by Series 14, Series 17, and Series 20 of $23,790, $7,320 and $60,390, respectively, were applied against the investment limited partners' investment in the Operating Partnership in accordance with the equity method of accounting. In April 2010, the investment limited partner transferred 49% of its interest for $68,174, $20,977, and $173,058 for Series 14, Series 17 and Series 20, respectively. Of the proceeds received, $7,000, $3,400 and $15,000 for Series 14, Series 17 and Series 20, respectively, was paid to BCAMLP for expenses related to the transfer. The remaining proceeds of $61,174, $17,577 and $158,058, respectively, were returned to the cash reserves held by Series 14, Series 17 and Series 20, respectively. The proceeds were allocated to the investment limited partnerships based on their original equity investments in the Operating Partnership. The remaining investment limited partner interest was transferred on March 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 $61,174, $17,577 and $158,058, respectively, for Series 14, BCTC III Series 17, and BCTC IV Series 20, as of March 31, 2011.

 

 

Davis Village Apartments Limited, LP (Davis Village Apartments) is a 44-unit family property located in Davis, OK. Rural Development approved a $25-$30 rent increase on all unit types effective January 1, 2010. Despite the rent increase, a decrease in occupancy caused operations to fall below breakeven in 2010. The operating general partner placed a new property manager on the site in an effort to improve performance and developed a marketing plan to increase occupancy in 2011. In 2011, occupancy averaged 95%; however, the property still operated at a deficit due to high maintenance expenses. Through the first quarter of 2012, the property has generated cash due to a decrease in maintenance costs. Occupancy remains strong at 95% as of March 31, 2012. The operating general partner continues to fund all operating deficits. The mortgage, taxes, and insurance payments are all current. On December 31, 2007, the 15-year low income housing tax credit compliance period expired with respect to Davis Village Apartments Limited, LP.

 

Prague Village Apartments Limited, LP (Prague Village Apartments) is an 8-unit family property located in Prague, OK. Rural Development approved a $45-55 rent increase on all units effective January 1, 2010 that was projected to bring operations above breakeven in 2010. However, low occupancy and high maintenance expenses caused the property to suffer a cash flow deficit in 2010. Employment opportunities in the area had been consistently declining and the average occupancy in 2010 dropped to 83%. In addition, Rural Development required the management company to outsource maintenance work, keeping costs high. The operating general partner placed a new property manager on the site in an effort to improve performance. In 2011, the property operated slightly above breakeven and occupancy averaged 84%. Operating expenses need to be monitored as they are higher than the investment limited partner’s state averages for it portfolio. Through the first quarter of 2012, the property is averaging 88% occupancy and is operating above breakeven. The operating general partner continues to fund all deficits. The mortgage, taxes, and insurance payments are all current. On December 31, 2007, the 15-year low income housing tax credit compliance period expired with respect to Prague Village Apartments Limited, LP.

 

Duncan Village Apartments Limited, Limited Partnership (Duncan Village Apartments) is a 48-unit family property located in Duncan, OK. The property operated below breakeven operations caused by high operating expenses. Rural Development required the property to outsource maintenance work at a higher cost rather than using the affiliated management company. Also due to Rural Development restrictions, a majority of the maintenance expenses were not reimbursed from the replacement reserve account. In 2011, occupancy averaged 94% and the property operated above breakeven due to a decrease in operating expenses. Through the first quarter of 2012, the property continues to operate above breakeven with occupancy at 92% as of March 31, 2012. The mortgage, taxes, and insurance payments are all current. On December 31, 2007, the 15-year low income housing tax credit compliance period expired with respect to Duncan Village Apartment.

 

Maysville Village Apartments Limited (Maysville Village Apartments) is an 8-unit property located in Maysville, OK. In 2010, a decrease in occupancy and an increase in operating expenses caused operations to fall below breakeven. The increased operating costs were caused by a surge in maintenance expenses. The expenses covered some capital items, but they were not reimbursed from the replacement reserve account due to Rural Development restrictions. In addition, Rural Development required the property to outsource all maintenance work at a higher cost instead of using the affiliated management company. In 2011, occupancy averaged 91% and operations remained below breakeven due to high overall operating costs. The property is operating slightly above breakeven through the first quarter of 2012 but maintenance expenses remain high. Occupancy averaged 100% as of March 31, 2012. The operating general partner continues to fund all deficits. The mortgage, taxes, and insurance payments are all current. On December 31, 2007, the 15-year low income housing tax credit compliance period expired with respect to Maysville Village Apartment Limited.

 

 

Ada Village Apartments Limited, LP (Ada Village Apartments) is a 44-unit family property in Ada, OK. In 2010, occupancy averaged 96% but operations declined due to operating expenses that were 12% higher than the investment limited partner’s state averages for its portfolio. Rural Development required the management company to outsource all maintenance work, causing a drastic increase in operating expenses. Also due to Rural Development restrictions, maintenance costs could not be reimbursed by the replacement reserve account. In 2011, operations improved drastically and the property generated cash flow due to a significant decrease in operating expenses. Occupancy remained strong in 2011, averaging 94%. Through the first quarter of 2012, the property has continued to operate well above breakeven and occupancy averaged 93% as of March 31, 2012. The mortgage, taxes, and insurance payments are all current. On December 31, 2007, the 15-year low income housing tax credit compliance period expired with respect to Ada Village Apartment Limited, LP.

 

In February 2010, the operating general partner of Rainier Manor Associates LP approved an agreement to sell the property and the transaction closed on September 29, 2010. The sales price for the property was $3,300,000, which included the outstanding mortgage balance of approximately $3,293,443 and cash proceeds to the investment partnerships of $0. No proceeds were returned to cash reserves held by Series 14 and Boston Capital Tax Credit Fund III, LP Series 15, respectively. 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 on the sale of the Operating Partnership was recorded as of September 30, 2010.

 

In December 2009, the operating general partner of Village Terrace Limited Partnership entered into an agreement to sell the property and the transaction closed on January 8, 2010. The sales price of the property was $1,185,000, which includes the outstanding mortgage balance of approximately $568,565 and cash proceeds to the investment partnership of $334,852. Of the total proceeds received, $112,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $207,852 were returned to cash reserves held by Series 14. In February 2010, additional sale proceeds of $3,056 were received and returned to the cash reserves held by Series 14. 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 partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the 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 expenses, was recorded in the amount of $210,908 as of March 31, 2010. In June 2010, the investment partnership received its share of the proceeds from the liquidation of the Operating Partnership’s cash accounts in the amount of $12,688 which was returned to the cash reserves held by Series 14.

 

 

Titusville Apartments Limited Partnership (Titusville Apartments) is a 30-unit apartment complex located in Titusville, Pennsylvania. Reduced operating expenses and replacement reserve reimbursements aided the property in achieving above breakeven operations for the 2010 fiscal year. The property averaged 80% occupancy in the first quarter of 2012, which is causing the property to operate slightly below breakeven. The property is located in a small, rural town and finding new residents has proven to be difficult. The vacant units do not have rental assistance, while the occupied units are subsidized. Management is advertising with three web-based vendors, Apartment Smart, My New Place, and Apartment Guide.com, as well as placing weekly advertisements in the local newspaper. They also continue to offer a resident referral fee. The operating general partner has requested more rental assistance from Rural Development on several occasions but has been denied each time. All tax, mortgage and insurance payments are current. On December 31, 2006, the 15-year low income housing tax credit compliance period expired with respect to Titusville Apartment Limited Partnership.

 

In March 2011, the operating general partner of Scott Partners entered into an agreement to sell the property to an entity affiliated with the operating general partner and the transaction closed on May 2, 2011. The sales price of the property was $1,505,000, which included the outstanding mortgage balance of approximately $1,031,412 and cash proceeds to the investment partnership of $389,317. Of the total proceeds received by the investment partnership, $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $374,317 were returned to cash reserves held by Series 14. 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 partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the 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 expenses, was recorded in the amount of $374,317 as of June 30, 2011.

 

In June 2011, the investment general partner transferred its interest in Rosewood Manor, Limited to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,377,213 and cash proceeds to the investment partnership of $28,000. 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 $23,000 were returned to cash reserves held by Series 14. 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 addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (“RRN”) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within 5 years from the initial transfer date, there would be a residual payment of up to $75,000 distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the 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 expenses, was recorded in the amount of $23,000 as of June 30, 2011.

 

 

In October 2011, the investment general partner transferred its interest in Carriage Run, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,198,764 and cash proceeds to the investment partnership of $128,000. Of the total proceeds received, $8,435 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $114,565 were returned to cash reserves held by Series 14. 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, was recorded in the amount of $114,565 as of December 31, 2011.

 

In October 2011, the investment general partner transferred its interest in Jarratt LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $779,205 and cash proceeds to the investment partnership of $76,800. Of the total proceeds received, $13,507 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $58,293 were returned to cash reserves held by Series 14. 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, was recorded in the amount of $58,293 as of December 31, 2011.

 

In December 2011, the investment general partner transferred its interest in La Gema Del Barrio to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $500,071 and delivery of a Promissory Note to the investment general partner in the amount of $5,900 maturing June 30, 2012. The amounts payable under the note will be paid to BCAMLP as reimbursement expenses related to the transfer, which include third party legal costs. No proceeds will be returned to cash reserves held by Series 14. Annual losses generated by the Operating Partnership, which were applied against the investment partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, no gain on the sale of the Operating Partnership has been recorded.

 

 

Off Balance Sheet Arrangements

 

None.

 

 

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 Financial Accounting Standards Board (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 7a.		Quantitative and Qualitative Disclosure About Market Risk
		Not Applicable
Item 8.		Financial Statements and Supplementary Data
		The information required by this item is contained in Part IV, Item 15 of this annual Report on Form 10-K.
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
		None.

 

 

Item 9a.		Controls & Procedures
		(a)	Evaluation of Disclosure Controls and Procedures
			As of the end of the period covered by this report, the Partnership’s general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of C&M Management, Inc., carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15 with respect to each series individually, as well as the Partnership as a whole. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the disclosure controls and procedures with respect to each series individually, as well as the Partnership as a whole, were adequate and effective in timely alerting them to material information relating to any series or the Partnership as a whole required to be included in the Partnership’s periodic SEC filings.
		(b)	Management’s Annual Report on Internal Control over Financial Reporting
			Management of the Partnership is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) of each series individually, as well as the Partnership as a whole. The Partnership’s internal control system over financial reporting is designed to provide reasonable assurance to the Partnership’s management regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Due to inherent limitations, an internal control system over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
			The Partnership's general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Boston Capital Associates II LP, assessed the effectiveness of the internal controls and procedures over financial reporting with respect to each series individually, as well as the Partnership as a whole, as of March 31, 2012. In making this assessment, the Partnership's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this assessment, management believes that, as of March 31, 2012, its internal control over financial reporting with respect to each series individually, as well as the Partnership as a whole, was effective.
		(c)	Changes in Internal Controls
			There were no changes in the Partnership management’s internal control over financial reporting that occurred during the quarter ended March 31, 2012 that materially affected, or are reasonably likely to materially affect, the Partnership management's internal control over financial reporting.

 

 

PART III

 

Item 10.		Directors, Executive Officers and Corporate Governance
		(a), (b), (c), (d) and (e)

 

The Partnership has no directors or executive officers of its own. The following biographical information is presented for the partners of the general partners and affiliates of those partners (including Boston Capital Partners, Inc. ("Boston Capital")) with principal responsibility for the Partnership's affairs.

 

John P. Manning, age 63, is co-founder, and since 1974 has been the President and Chief Executive Officer, of Boston Capital Corporation. As co-founder and CEO of Boston Capital, Mr. Manning’s primary responsibilities include strategic planning, business development and the continued oversight of new opportunities. In addition to his responsibilities at Boston Capital Corporation, Mr. Manning is a proactive leader in the multifamily real estate industry. He served in 1990 as a member of the Mitchell-Danforth Task Force, which reviewed and suggested reforms to the Low Income Housing Tax Credit program. He was the founding President of the Affordable Housing Tax Credit Coalition and is a former member of the board of the National Leased Housing Association. During the 1980s, he served as a member of the Massachusetts Housing Policy Committee as an appointee of the Governor of Massachusetts. In addition, Mr. Manning has testified before the U.S. House Ways and Means Committee and the U.S. Senate Finance Committee on the critical role of the private sector in the success of the Low Income Housing Tax Credit. In 1996, President Clinton appointed him to the President’s Advisory Committee on the Arts at the John F. Kennedy Center for the Performing Arts. In 1998, President Clinton appointed Mr. Manning to the President’s Export Council, the premiere committee comprised of major corporate CEOs that advise the President on matters of foreign trade and commerce. In 2003, he was appointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing. Mr. Manning sits on the Board of Directors of the John F. Kennedy Presidential Library in Boston where he serves as Chairman of the Distinguished Visitors Program. He is also on the Board of Directors of the Beth Israel Deaconess Medical Center in Boston. Mr. Manning is a graduate of Boston College.

 

Mr. Manning is the managing member of Boston Associates. Mr. Manning is also the principal of Boston Capital Corporation. While Boston Capital is not a direct subsidiary of Boston Capital Corporation, each of the entities is under the common control of Mr. Manning.

 

Jeffrey H. Goldstein, age 50, is Chief Operating Officer and has been the Director of Real Estate of Boston Capital Corporation since 1996. He directs Boston Capital Corporation’s comprehensive real estate services, which include all aspects of origination, underwriting, due diligence and acquisition. As COO, Mr. Goldstein is responsible for the financial and operational areas of Boston Capital Corporation and assists in the design and implementation of business development and strategic planning objectives. Mr. Goldstein previously served as the Director of the Asset Management division as well as the head of the dispositions and troubled assets group. Utilizing his 16 years experience in the real estate syndication and development industry, Mr. Goldstein has been instrumental in the diversification and expansion of Boston Capital Corporation’s businesses. Prior to joining Boston Capital Corporation in 1990, Mr. Goldstein was Manager of Finance for A.J. Lane & Co., where he was responsible for placing debt on all new construction projects and debt structure for existing apartment properties. Prior to that, he served as Manager for Homeowner Financial Services, a financial consulting firm for residential and commercial properties, and worked as an analyst responsible for budgeting and forecasting for the New York City Council Finance Division. He graduated from the University of Colorado and received his MBA from Northeastern University.

 

 

Kevin P. Costello, age 65, is Executive Vice President and has been the Director of Institutional Investing of Boston Capital Corporation since 1992 and serves on the firm’s Executive Committee. He is responsible for all corporate investment activity and has spent over 20 years in the real estate syndication and investment business. Mr. Costello’s prior responsibilities at Boston Capital Corporation have involved the management of the Acquisitions Department and the structuring and distribution of conventional and tax credit private placements. Prior to joining Boston Capital Corporation in 1987, he held positions with First Winthrop, Reynolds Securities and Bache & Company. Mr. Costello graduated from Stonehill College and received his MBA with honors from Rutgers’ Graduate School of Business Administration.

 

Marc N. Teal, age 48, has been Chief Financial Officer of Boston Capital Corporation since May 2003. Mr. Teal previously served as Senior Vice President and Director of Accounting and prior to that served as Vice President of Partnership Accounting. He has been with Boston Capital Corporation since 1990. In his current role as CFO he oversees all of the accounting, financial reporting, SEC reporting, budgeting, audit, tax and compliance for Boston Capital Corporation, its affiliated entities and all Boston Capital Corporation sponsored programs. Additionally, Mr. Teal is responsible for maintaining all banking and borrowing relationships of Boston Capital Corporation and treasury management of all working capital reserves. He also oversees Boston Capital Corporation’s information and technology areas, including the strategic strategic planning for Boston Capital Corporation and its affiliaties. Prior to joining Boston Capital Corporation in 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot & Forbes, a multifaceted real estate company, and prior to that was a Senior Accountant for Liberty Real Estate Corp. He received a Bachelor of Science Accountancy from Bentley College and a Masters in Finance from Suffolk University.

 

 

(f)		Involvement in certain legal proceedings.
		None.
(g)		Promoters and control persons.
		None.
(h) and (i)		The Partnership has no directors or executive officers and accordingly has no audit committee and no audit committee financial expert.  The Partnership is not a listed issuer as defined in Regulation 10A-3 promulgated under the Securities Exchange Act of 1934.
		The General Partner of the Partnership, Boston Capital Associates LP, has adopted a Code of Ethics which applies to the Principal Executive Officer and Principal Financial Officer of C&M Management, Inc.  The Code of Ethics will be provided without charge to any person who requests it.  Such request should be directed to, Marc N. Teal Boston Capital Corp. One Boston Place Boston, MA 02108.
Item 11.		Executive Compensation
		(a), (b), (c), (d) and (e)

 

The Partnership has no officers or directors and no compensation committee. However, under the terms of the Amended and Restated Agreement and Certificate of Limited Partnership of the Partnership, the Partnership has paid or accrued obligations to the general partner and its affiliates for the following fees during the 2012 fiscal year:

 

1. An annual partnership management fee based on .5 percent of the aggregate cost of all apartment complexes acquired by the Operating Partnerships, less the amount of certain partnership management and reporting fees paid or payable by the Operating Partnerships, has been accrued as payable to Boston Capital Asset Management Limited Partnership. The annual partnership management fee accrued during the year ended March 31, 2012 was $857,967. The annual partnership management fee paid during the year ended March 31, 2012 was $1,235,000. Accrued fees are payable without interest as sufficient funds become available.

 

 

2. The Partnership has reimbursed or accrued to an affiliate of the general partner a total of $61,652 for amounts charged to operations during the year ended March 31, 2012. The reimbursement includes, but may not be limited to, postage, printing, travel, and overhead allocations.

 

3. The Partnership recorded as payable to affiliates of the general partner a total of $0 for amounts advanced to the Partnership to enable it to make advances to the Operating Partnerships. During the year ended March 31, 2012, $0 were paid to an affiliate of the general partner.

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

(a)

Security ownership of certain beneficial owners.

 

As of March 31, 2012, 18,679,738 BACs had been issued. The following Series are known to have one investor with holdings in excess of 5% of the total outstanding BACs in the series.

 

1.

Everest Housing

199 South Los Robles Ave., Suite 200

Pasadena, CA 91101

 

Series		% of BACs held
Series 12			8.76	%
Series 14			7.05	%

 

2.

Summit Venture

P.O. Box 47638

Phoenix, AZ 85068

 

Series		% of BACs held
Series 9			9.34	%
Series 10			5.15	%
Series 11			13.99	%

 

(b)

Security ownership of management.

 

The general partner has a 1% interest in all profits, losses, credits and distributions of the Partnership.

 

(c)

Changes in control.

 

There exists no arrangement known to the Partnership the operation of which may at a subsequent date result in a change in control of the Partnership. There is a provision in the Partnership’s Partnership Agreement which allows, under certain circumstances, the ability to change control.

 

The Partnership has no compensation plans under which interests in the Partnership are authorized for issuance.

 

 

Item 13.		Certain Relationships and Related Transactions, and Director Independence
		(a)	Transactions with related persons

 

The Partnership has no officers or directors. However, under the terms of the Offering, various kinds of compensation and fees are payable to the general partner and its affiliates during the organization and operation of the Partnership. Additionally, the general partner will receive distributions from the Partnership if there is cash available for distribution or residual proceeds as defined in the Partnership Agreement. See Note B of Notes to Financial Statements in Item 15 of this Annual Report on Form 10-K for amounts accrued or paid to the general partner and its affiliates during the period from April 1, 1995 through March 31, 2012.

 

		(b)	Review, Approval or Ratification of transactions with related persons.
			The Partnership response to Item 13(a) is incorporated herein by reference.
		(c)	Promoters and certain control persons.
			Not applicable.
		(d)	Independence.
			The Partnership has no directors.

 

 

Item 14.		Principal Accounting Fees and Services
		Fees paid to the Partnership’s independent auditors for fiscal year 2012 were comprised of the following:

 

Fee Type		Ser. 7				Ser. 9				Ser.10				Ser.11				Ser.12				Ser.14
Audit Fees		$	-			$	16,475			$	13,525			$	13,900			$	17,225			$	27,200
Audit Related Fees			-				-				-				-				-				-
Tax Fees			-				7,205				5,645				5,645				7,594				13,249
All Other Fees			-				380				380				380				380				380
Total		$	-			$	24,060			$	19,550			$	19,925			$	25,199			$	40,829

 

Fees paid to the Partnership’s independent auditors for fiscal year 2011 were comprised of the following:

 

Fee Type		Ser. 7				Ser. 9				Ser.10				Ser.11				Ser.12				Ser.14
Audit Fees		$	-			$	16,720			$	13,845			$	14,570			$	16,720			$	30,045
Audit Related Fees			-				-				-				-				-				-
Tax Fees			-				7,900				5,950				6,340				7,705				15,115
All Other Fees			-				-				-				-				37				-
Total		$	-			$	24,620			$	19,795			$	20,910			$	24,462			$	45,160

 

Audit Committee

 

The Partnership has no Audit Committee. All audit services and any permitted non-audit services performed by the Partnership’s independent auditors are pre-approved by C&M Management, Inc.

 

 

PART IV

 

Item 15.				Exhibits and Financial Statement Schedules
	(a)	1.		Financial Statements - Filed herein as Exhibit 13
				Report of Independent Registered Public Accounting Firm
				Balance Sheets, March 31, 2012 and 2011
				Statement of Operations, Years ended March 31, 2012, and 2011
				Statements of Changes in Partners' Capital, Years ended March 31, 2012, and 2011
				Statements of Cash Flows, Years ended March 31, 2012, and 2011
				Notes to Financial Statements, March 31, 2012, and 2011
	(a)	2.		Financial Statement Schedules
				Schedules not listed are omitted because of the absence of the conditions under which they are required or because the information is included in the financial statements or the notes hereto.
		(b)		1.Exhibits (listed according to the number assigned in the table in Item 601 of Regulation S-K)
					Exhibit No. 3 - Organization Documents.
					a.		Certificate of Limited Partnership of Boston Capital Tax Credit Fund II Limited Partnership. (Incorporated by reference from Exhibit 3 to the Partnership's Registration Statement No. 33-30145 on Form S-11 as filed with the Securities and Exchange Commission on October 25, 1989.)

 

 

					Exhibit No. 4 - Instruments defining the rights of security holders, including indentures.
					a.		Agreement of Limited Partnership of Boston Capital Tax Credit Fund II Limited Partnership. (Incorporated by reference from Exhibit 4 to the Partnership's Registration Statement No. 33-30145 on Form S-11 as filed with the Securities and Exchange Commission on October 25, 1989.)
					Exhibit No. 10 - Material contracts.
					a.		Beneficial Assignee Certificate.  (Incorporated by reference from Exhibit 10A to the Partnership's Registration Statement No. 33-30145 on Form S-11 as filed with the Securities and Exchange Commission on October 25, 1989.)
					Exhibit No. 13 - Financial Statements
					a.		Financial Statement of Boston Capital Tax Credit Fund II Limited Partnership, filed herein
					Exhibit No. 23 - Consents of experts and counsel.
					a.		Independent Auditor's Reports for Operating Partnerships, filed herein
					Exhibit No. 31 Certification 302
					a.		Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
					b.		Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
					Exhibit No. 32 Certification 906
					a.		Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
					b.		Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
					Exhibit No. 101
							The following materials from the Boston Capital Tax Credit Fund II, L.P. Annual Report on Form 10-K for the period ended March 31, 2012 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 II Limited Partnership
	By:	Boston Capital Associates II L.P.
		General Partner
	By:	BCA Associates Limited Partnership,
		General Partner
	By:	C&M Management Inc.,
Date:		General Partner
June 29, 2012	By:	/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:
June 29, 2012		/s/ John P. Manning		Director, President
		John P. Manning		(Principal Executive
				Officer) C&M Management
				Inc.; Director,
				President (Principal
				Executive Officer)
				BCTC II Assignor Corp.
June 29, 2012		/s/ Marc N. Teal		Chief Financial Officer
		Marc N. Teal		(Principal Financial
				and Accounting
				Officer),C&M Management
				Inc.; Chief Financial
				Officer (Principal
				Financial and
				Accounting Officer)
				BCTC II Assignor Corp.