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EX-31 - BCTC II CERTIFICATION 302 - BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIPb20616cert302mnt.htm
EX-32 - BCTC II CERTIFICATION 906 - BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIPb20616cert906mnt.htm
EX-32 - BCTC II CERTIFICATION 906 - BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIPb20616cert906jpm.htm
EX-31 - BCTC II CERTIFICATION 302 - BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIPb20616cert302jpm.htm

FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

 

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

For the quarterly period ended June 30, 2016

 

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 LIMITED PARTNERSHIP
(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

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

 

Yes ý

No 

 

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

 

Yes ý

No 

 

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

 

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company ý

 

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

 

Yes 

No ý

 

 

 

BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED June 30, 2016

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 
   

Pages

 

Item 1. Condensed Financial Statements

   

Condensed Balance Sheets

3-9

   

Condensed Statements of Operations

10-16

   

Condensed Statements of Changes in 
Partners' Capital (Deficit)


17-20

   

Condensed Statements of Cash Flows

21-27

   

Notes to Condensed Financial 
Statements


28-41

     
 

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



42-55

     
 

Item 3. Quantitative and Qualitative
Disclosures About Market Risk


56

     
 

Item 4. Controls and Procedures

56

     

PART II - OTHER INFORMATION

 
     
 

Item 1. Legal Proceedings

57

     
 

Item 1A. Risk Factors

57

     
 

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


57

     
 

Item 3. Defaults Upon Senior Securities

57

     
 

Item 4. Mine Safety Disclosures

57

     
 

Item 5. Other Information

57

     
 

Item 6. Exhibits 

57

     
 

Signatures

58

 

















 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

 


 

 

June 30,
2016

March 31,
2016

ASSETS

Cash and cash equivalents

$    808,265

$    976,435

Other assets

      2,200

       2,200

$    810,465

$   978,635

LIABILITIES

Accounts payable

$      12,600

$      35,100

Accounts payable affiliates (Note C)

12,138,365

12,201,654

Capital contributions payable (Note D)

      9,241

      9,241

  12,160,206

  12,245,995

PARTNERS' CAPITAL (DEFICIT)

Assignees

  

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
18,679,738 issued and 18,517,788 outstanding as of June 30, 2016 and March 31, 2016.






(11,143,179)






(11,061,622)

 

General Partner

  (206,562)

  (205,738)

(11,349,741)

(11,267,360)

$    810,465

$    978,635

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 7

 

 

 

June 30,
2016

March 31,
2016

ASSETS

 

 

 

 

Cash and cash equivalents

$        -

$        -

Other assets

        -

        -

 

$        -

$        -

LIABILITIES

Accounts payable
  

$        -

$        -

Accounts payable affiliates (Note C)

-

-

Capital contributions payable (Note D)

        -

        -

        -

        -

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
1,036,100 issued and 1,036,100
outstanding as of June 30, 2016 and March 31, 2016.






(84,506)






(84,506)

General Partner

   84,506

   84,506

        -

        -

$        -

$        -

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 9



June 30,
2016

March 31,
2016

ASSETS

 

 

 

Cash and cash equivalents

$    125,598

$   133,859

Other assets

          -

         -

$    125,598

$   133,859

LIABILITIES

 

Accounts payable

$          -

$         -

Accounts payable affiliates (Note C)

6,621,564

6,608,868

 

Capital contributions payable (Note D)

          -

         -


  6,621,564


 6,608,868

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
4,178,029 issued and 4,145,929 outstanding as of June 30, 2016 and March 31, 2016.






(6,096,168)






(6,075,421)

General Partner

  (399,798)

  (399,588)

(6,495,966)

(6,475,009)

$    125,598

$    133,859

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 10



June 30,
2016

March 31,
2016

ASSETS

 

 

 

Cash and cash equivalents

$     -

$     -

Other assets

          -

          -

$     -

$     -

LIABILITIES

 

Accounts payable

$          -

$          -

 

Accounts payable affiliates (Note C)

-

-

 

Capital contributions payable (Note D)

          -

          -

   -

   -

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
2,428,925 issued and 2,409,225
outstanding as of June 30, 2016 and March 31, 2016.






(1,090,973)






(1,090,973)

General Partner

1,090,973

  1,090,973

-

-

$     -

$     -

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 11



June 30,
2016

March 31,
2016

ASSETS

 

 

 

 

Cash and cash equivalents

$    172,486

$    178,538

Other assets

          -

          -

$    172,486

$    178,538

LIABILITIES

 

Accounts payable 

$          -

$          -

 

Accounts payable affiliates (Note C)

121,808

105,896

 

Capital contributions payable (Note D)

          -

          -

   121,808

   105,896

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
2,489,599 issued and 2,484,999
outstanding as of June 30, 2016 and March 31, 2016.






264,857






286,601

General Partner

  (214,179)

  (213,959)

   50,678

   72,642

$    172,486

$    178,538

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 12



June 30,
2016

March 31,
2016

ASSETS

 

 

 

 

Cash and cash equivalents

$    169,271

$    174,597

Other assets

     -

          -

 

$    169,271

$    174,597

LIABILITIES

Accounts payable 

$          -

$          -

Accounts payable affiliates (Note C)

2,819,662

2,808,955

Capital contributions payable (Note D)

      9,241

      9,241

  2,828,903

  2,818,196

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
2,972,795 issued and 2,933,895 outstanding as of June 30, 2016 and March 31, 2016.






(2,381,906)






(2,366,033)

General Partner

  (277,726)

  (277,566)

(2,659,632)

(2,643,599)

$    169,271

$    174,597

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 14



June 30,
2016

March 31,
2016

ASSETS

 

 

 

 

Cash and cash equivalents

$    340,910

$    489,441

Other assets

      2,200

      2,200

$    343,110

$    491,641

   

LIABILITIES

   

 

Accounts payable

$     12,600

$     35,100

 

Accounts payable affiliates (Note C)

2,575,331

2,677,935

Capital contributions payable (Note D)

     -

     -

  2,587,931

  2,713,035

     

PARTNERS' CAPITAL (DEFICIT)

   
     

Assignees

   

 
 

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
5,574,290 issued and 5,507,640 outstanding as of June 30, 2016 and March 31, 2016.






(1,754,483)






(1,731,290)

General Partner

  (490,338)

  (490,104)

(2,244,821)

(2,221,394)

$    343,110

$    491,641

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

 

 


2016


2015

     

Income

   

  

Interest income

$       233

$       412

Other income

     1

    -

 

     234

     412

Share of income from Operating 
  Partnerships(Note D)


    -


   959,753

     

Expenses

   

  

   

Professional fees

18,949

23,340

Partnership management fee, net (Note C)

43,885

83,396

General and administrative expenses

    19,781

    15,392

  


    82,615


   122,128

  NET INCOME(LOSS)

$  (82,381)

$  838,037

Net income(loss) allocated to assignees

$  (81,557)

$  829,658

 

Net income(loss) allocated to general partner

$    (824)

$    8,379

Net income(loss) per BAC

$     (.00)

$      .04

     

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 7


2016


2015

     

Income

Interest income

$       -

$       -

  

Other income

       -

       -

       -

       -

Share of income from Operating 
  Partnerships(Note D)


       -


       -

Expenses

  

Professional fees

-

-

Partnership management fee, net (Note C)

-

-

  

General and administrative expenses

       -

       -

  


       -


       -

  NET INCOME(LOSS)

$       -

$       -

Net income(loss) allocated to assignees

$       -

$       -

 

Net income(loss) allocated to general partner

$       -

$       -

Net income(loss) per BAC

$       -

$       -

 










 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 9


2016


2015

     

Income

   

  

Interest income

$        32

$        37

  

Other income

         1

         -

 

        33

        37

Share of income from Operating 
  Partnerships(Note D)


     -


     -

     

Expenses

   

  

   

Professional fees

3,920

3,810

Partnership management fee, net (Note C)

12,228

15,197

General and administrative expenses

     4,842

     3,087

  


    20,990


    22,094

  NET INCOME(LOSS)

$  (20,957)

$  (22,057)

     

Net income(loss) allocated to assignees

$  (20,747)

$  (21,836)

 

Net income(loss) allocated to general partner

$     (210)

$     (221)

Net income(loss) per BAC

$     (.00)

$     (.01)

     










The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 10


2016


2015

Income

  

Interest income

$         -

$        53

Other income

     -

    -

     -

     53

Share of income from Operating 
  Partnerships(Note D)


     -


    -

Expenses

  

Professional fees

-

3,645

Partnership management fee, net (Note C)

-

12,345

General and administrative expenses

      -

     2,746

  


      -


    18,736

  NET INCOME(LOSS)

$        -

$  (18,683)

Net income(loss) allocated to assignees

$        -

$  (18,496)

 

Net income(loss) allocated to general partner

$        -

$     (187)

Net income(loss) per BAC

$        -

$    (.01)










The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 11


2016


2015

     

Income

   

  

Interest income

$       43

$       130

 

Other income

     -

    -

     43

    130

Share of income from Operating 
  Partnerships(Note D)


   -


  574,796

     

Expenses

   

  

   

Professional fees

4,213

4,635

Partnership management fee, net (Note C)

13,912

18,320

General and administrative expenses

    3,882

    2,636

  


   22,007


   25,591

     

  NET INCOME(LOSS)

$ (21,964)

$  549,335

     
 

Net income(loss) allocated to assignees

$ (21,744)

$  543,842

     

Net income(loss) allocated to general partner

$   (220)

$    5,493

     

Net income(loss) per BAC

$    (.01)

$     .22

     















The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 12


2016


2015

     

Income

   

  

Interest income

$       42

$       65

 

Other income

     -

     -

    42

    65

Share of income from Operating 
  Partnerships(Note D)


   -


  384,957

     

Expenses

   

  

   

Professional fees

4,073

4,305

Partnership management fee, net (Note C)

7,464

11,334

General and administrative expenses

    4,538

    2,951

  


   16,075


   18,590

     

 

 NET INCOME(LOSS)


$ (16,033)


$  366,432

     

Net income(loss) allocated to assignees

$ (15,873)

$  362,768

 

Net income(loss) allocated to general partner

$   (160)

$    3,664

Net income(loss) per BAC

$    (.01)

$     .12

     












The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 14


2016


2015

     

Income

   

  

Interest income

$      116

$      127

  

Other income

   -

    -

 

   116

    127

Share of income from Operating 
  Partnerships(Note D)


   -


   -

     

Expenses

   

  

Professional fees

6,743

6,945

Partnership management fee, net (Note C)

10,281

26,200

 

General and administrative expenses

    6,519

    3,972

  


   23,543


   37,117

     

  NET INCOME(LOSS)

$ (23,427)

$ (36,990)

     

Net income(loss) allocated to assignees

$ (23,193)

$ (36,620)

 

Net income(loss) allocated to general partner

$   (234)

$   (370)

Net income(loss) per BAC

$    (.00)

$    (.01)









The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Three Months Ended June 30,
(Unaudited)

 



Assignees



General
Partner





Total

       

Partners' capital
(deficit)
  April 1, 2016



$(11,061,622)



$ (205,738)



$(11,267,360)

       

Net income(loss)

   (81,557)

     (824)

    (82,381)

       

Partners' capital
(deficit),
  June 30, 2016



$(11,143,179)



$ (206,562)



$(11,349,741)

       


























The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)


Three Months Ended June 30,
(Unaudited)

 

 


Assignees

General
Partner

Total

Series 7

     

Partners' capital
(deficit)
  April 1, 2016



$   (84,506)



$     84,506



$          -

       

Net income(loss)

          -

          -

          -

       

Partners' capital
(deficit),
  June 30, 2016



$   (84,506)



$     84,506



$          -

       
       

Series 9

     

Partners' capital
(deficit)
  April 1, 2016



$(6,075,421)



$  (399,588)



$(6,475,009)

       

Net income(loss)

   (20,747)

      (210)

   (20,957)

       

Partners' capital
(deficit),
  June 30, 2016



$(6,096,168)



$  (399,798)



$(6,495,966)

       




 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)


Three Months Ended June 30,
(Unaudited)

 

 


Assignees

General
Partner

Total

Series 10

     

Partners' capital
(deficit)
  April 1, 2016



$ (1,090,973)



$ 1,090,973



$  -

       

Net income(loss)

     -

      -

     -

       

Partners' capital
(deficit),
  June 30, 2016



$ (1,090,973)



$ 1,090,973



$  -

       
       

Series 11

     

Partners' capital
(deficit)
  April 1, 2016



$    286,601



$ (213,959)



$    72,642

       

Net income(loss)

    (21,744)

     (220)

    (21,964)

       

Partners' capital
(deficit),
  June 30, 2016



$    264,857



$ (214,179)



$    50,678

       









The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Three Months Ended June 30,
(Unaudited)

 

 


Assignees

General
Partner

Total

Series 12

     

Partners' capital
(deficit)
  April 1, 2016



$(2,366,033)



$ (277,566)



$(2,643,599)

       

Net income(loss)

   (15,873)

     (160)

   (16,033)

       

Partners' capital
(deficit),
  June 30, 2016



$(2,381,906)



$ (277,726)



$(2,659,632)

       
       

Series 14

     

Partners' capital
(deficit)
  April 1, 2016



$(1,731,290)



$ (490,104)



$(2,221,394)

       

Net income(loss)

   (23,193)

     (234)

   (23,427)

       

Partners' capital
(deficit),
  June 30, 2016



$(1,754,483)



$ (490,338)



$(2,244,821)

       











The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

 

2016

2015

Cash flows from operating activities:

   
     

   Net income(loss)

$   (82,381)

$   838,037

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

   

      Share of Income from Operating
        Partnerships


-


(959,753)

   Changes in assets and liabilities

   

      (Decrease) in accounts
        payable and accrued expenses

 

(22,500)

 

-

      (Decrease) Increase in accounts
        payable affiliates


  (63,289)


  88,552

     

      Net cash used in 
        operating activities


  (168,170)


  (33,164)

     

  DECREASE IN CASH AND
        CASH EQUIVALENTS

 

(168,170)

 

(33,164)

     

Cash and cash equivalents, beginning

   976,435

  1,682,834

     

Cash and cash equivalents, ending

$   808,265

$  1,649,670

 














The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

Series 7

 

 

2016

2015

Cash flows from operating activities:

   
     

   Net income(loss)

$         -

$         -

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

   

      Share of Income from Operating
        Partnerships


-


-

   Changes in assets and liabilities

   

      (Decrease) in accounts
        payable and accrued expenses

 

-

 

-

      (Decrease) Increase in accounts
        payable affiliates


         -


         -

     

      Net cash used in
        operating activities


         -


         -

     

   DECREASE IN CASH AND
        CASH EQUIVALENTS


-


-

     

Cash and cash equivalents, beginning

         -

         -

     

Cash and cash equivalents, ending

$         -

$         -

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

Series 9

 

2016

2015

Cash flows from operating activities:

   
     

   Net income(loss)

$  (20,957)

$  (22,057)

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

   

      Share of Income from Operating
        Partnerships

 

-


-

   Changes in assets and liabilities

   

      (Decrease) in accounts
        payable and accrued expenses

 

-

 

-

      (Decrease) Increase in accounts
        payable affiliates


    12,696


  16,497

     

      Net cash used in
        operating activities


  (8,261)


  (5,560)

     

  DECREASE IN CASH AND
        CASH EQUIVALENTS


(8,261)


(5,560)

     

Cash and cash equivalents, beginning

   133,859

   163,039

     

Cash and cash equivalents, ending

$   125,598

$   157,479

     

 









The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

Series 10

 

 

2016

2015

Cash flows from operating activities:

   
     

   Net income(loss)

$         -

$   (18,683)

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

   

      Share of Income from Operating
        Partnerships


-


-

   Changes in assets and liabilities

   

      (Decrease) in accounts
        payable and accrued expenses

 

-

 

-

      (Decrease) Increase in accounts
        payable affiliates


         -


    12,345

     

      Net cash used in
        operating activities


         -


   (6,338)

     

  DECREASE IN CASH AND
        CASH EQUIVALENTS


-


(6,338)

     

Cash and cash equivalents, beginning

         -

   205,732

     

Cash and cash equivalents, ending

$         -

$   199,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

Series 11

 

2016

2015

Cash flows from operating activities:

   
     

   Net income(loss)

$  (21,964)

$  549,335

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

   

      Share of Income from Operating
        Partnerships


-


(574,796)

   Changes in assets and liabilities

   

      (Decrease) in accounts
        payable and accrued expenses

 

-

 

-

      (Decrease) Increase in accounts
        payable affiliates


   15,912


   19,320

     

      Net cash used in
        operating activities


  (6,052)


  (6,141)

     
     

  DECREASE IN CASH AND
        CASH EQUIVALENTS


(6,052)


(6,141)

     

Cash and cash equivalents, beginning

   178,538

  211,756

     

Cash and cash equivalents, ending

$   172,486

$  205,615

     

 










The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

Series 12

 

2016

2015

Cash flows from operating activities:

   
     

   Net income(loss)

$  (16,033)

$   366,432

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

   

      Share of Income from Operating
        Partnerships


-

 

(384,957)

   Changes in assets and liabilities

   

      (Decrease) in accounts
        payable and accrued expenses

 

-

 

-

      (Decrease) Increase in accounts
        payable affiliates


  10,707


  12,990

     

      Net cash used in
        operating activities


  (5,326)


  (5,535)

     

  DECREASE IN CASH AND
        CASH EQUIVALENTS


(5,326)


(5,535)

     

Cash and cash equivalents, beginning

   174,597

   160,021

     

Cash and cash equivalents, ending

$   169,271

$   154,486

     

 










The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

Series 14

 

2016

2015

Cash flows from operating activities:

   
     

   Net income(loss)

$ (23,427)

$ (36,990)

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

   

      Share of Income from Operating
        Partnerships


-


-

   Changes in assets and liabilities

   

      (Decrease) in accounts
        payable and accrued expenses

 

(22,500)

 

-

      (Decrease) Increase in accounts
        payable affiliates


(102,604)


27,400

     

      Net cash used in
        operating activities


(148,531)


(9,590)

     

  DECREASE IN CASH AND
        CASH EQUIVALENTS


(148,531)


(9,590)

     

Cash and cash equivalents, beginning

 489,441

  942,286

     

Cash and cash equivalents, ending

$  340,910

$  932,696

     

 









The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 2016

(Unaudited)

NOTE A - ORGANIZATION

Boston Capital Tax Credit Fund II Limited Partnership (the "Partnership") was
formed under the laws of the State of Delaware as of September 28, 1989, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating partnerships which will acquire, develop, rehabilitate, operate and own newly constructed, existing or rehabilitated low-income apartment complexes ("Operating Partnerships"). 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 and whose limited partners are Herbert F. Collins and John P. Manning. Mr. Manning is the principal of Boston Capital Partners, Inc. The limited partner of the general partner is Capital Investment Holdings, a general partnership whose partners are certain officers and employees of Boston Capital Partners, Inc. and its affiliates. The assignor limited partner is BCTC II Assignor Corp., a Delaware corporation which is now wholly-owned by John P. Manning.

 

Pursuant to the Securities Act of 1933, the Partnership filed a Form S-11
Registration Statement with the Securities and Exchange Commission, effective
October 25, 1989, which covered the offering (the "Public Offering") of the
Partnership's beneficial assignee certificates ("BACs") representing
assignments of units of the beneficial interest of the limited partnership
interest of the assignor limited partner. The Partnership registered
20,000,000 BACs at $10 per BAC for sale to the public in six series. The
Partnership sold 1,036,100 of Series 7 BACs, 4,178,029 of Series 9 BACs,
2,428,925 of Series 10 BACs, 2,489,599 of Series 11 BACs, 2,972,795 of Series
12 BACs, and 5,574,290 of Series 14 BACs. As of June 30, 2016 1,036,100 BACs in Series 7, 4,145,929 BACs in Series 9, 2,409,225 BACs in Series 10, 2,484,999 BACs in Series 11, 2,933,895 BACs in Series 12, and 5,507,640 BACs in Series 14 are outstanding. The Partnership issued the last BACs in Series 14 on January 27, 1992. This concluded the Public Offering of the Partnership.

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements included herein as of June 30, 2016 and for the three months then ended have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. No BACs with respect to Series 8 and Series 13 were offered. The Partnership accounts for its investments in Operating Partnerships using the equity method, whereby the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

 

June 30, 2016

(Unaudited)

 

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES - CONTINUED

Costs incurred by the Partnership in acquiring the investments in Operating Partnerships were capitalized to the investment account. The Partnership's accounting and financial reporting policies are in conformity with generally accepted accounting principles and include adjustments in interim periods considered necessary for a fair presentation of the results of operations. Such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended March 31, 2016.

NOTE C - RELATED PARTY TRANSACTIONS

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

 

Accounts payable affiliates at June 30, 2016 and 2015 represents
accrued general and administrative expenses, accrued partnership management fees, and advances from an affiliate of the general partner, which are payable to Boston Capital Holdings, L.P. and Boston Capital Asset Management Limited
Partnership.

 

An annual partnership management fee based on .5 percent of the aggregate
cost of all apartment complexes owned by the Operating Partnerships has been
accrued to Boston Capital Asset Management Limited Partnership. Since reporting fees collected by the series were added to reserves and not paid to Boston Capital Asset Management Limited Partnership, the amounts accrued are not net of reporting fees received.

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2016

(Unaudited)

NOTE C - RELATED PARTY TRANSACTIONS (continued)

 

The partnership management fee accrued for the quarters ended June 30, 2016 and 2015 are as follows:

 

      2016

      2015

Series 7

$         -

$         -

Series 9

     14,289

     16,497

Series 10

     -

     12,345

Series 11

     15,912

     19,320

Series 12

     10,707

     12,990

Series 14

     21,012

     27,400

   
 

$    61,920

$   88,552

 

The partnership management fee paid for the quarters ended June 30, 2016 and 2015 are as follows:

 

      2016

     2015

Series 7

$         -

$         -

Series 9

          1,593

          -

Series 10

     -

     -

Series 11

-

         -

Series 12

         -

-

Series 14

     123,616

-

     
 

125,209

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2016

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At June 30, 2016, and 2015 the Partnership had limited partnership interests in 39 and 57 Operating Partnerships, respectively, which own apartment complexes. The number of Operating Partnerships in which the Partnership had limited partnership interests at June 30, 2016 and 2015 by series is as follows:

 

2016

2015

Series 7

-

-

Series 9

8

9

Series 10

-

7

Series 11

9

9

Series 12

9

9

Series 14

 13

 23

     
 

 39

 57

     

 

 

Under the terms of the Partnership's investment in each Operating Partnership, the Partnership is required to make capital contributions to the Operating Partnerships. These contributions are payable in installments over several years upon each Operating Partnership achieving specified levels of construction and/or operations.

The contributions payable at June 30, 2016 and 2015 by series are as
follows:

 

2016

2015

Series 7

$      -

$      -

Series 9

-

-

Series 10

-

-

Series 11

-

-

Series 12

9,241

9,241

Series 14

-

160,733

     
 

$ 9,241

$169,974

     

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2016

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS - Continued

During the three months ended June 30, 2016, the Partnership did not dispose of any Operating Partnerships.

 

During the three months ended June 30, 2015, the Partnership disposed of two Operating Partnerships. A summary of the disposition by Series for June 30, 2015 is as follows:

 

 

Operating Partnership Interest Transferred

 

Sale of Underlying Operating Partnership

 

Partnership Proceeds from Disposition *

 

Gain on Disposition

Series 7

-

 

-

 

$

-

 

$

-

Series 9

-

 

-

   

-

   

-

Series 10

-

 

-

   

-

   

-

Series 11

-

 

1

   

-

   

574,796

Series 12

-

 

1

   

-

   

384,957

Series 14

-

 

-

   

-

   

-

Total

-

 

2

 

$

-

 

$

959,753

 

* Partnership proceeds from disposition does not include $574,796 and $384,957 recorded as a receivable as of June 30, 2015, for Series 11 and Series 12, respectively.

 

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

 

The Partnership's fiscal year ends March 31 of each year, while all the Operating Partnerships' fiscal years are the calendar year. Pursuant to the provisions of each Operating Partnership agreement, financial results for each of the Operating Partnerships are provided to the Partnership within 45 days after the close of each Operating Partnership's quarterly period. Accordingly, the current financial results available for the Operating Partnerships are for the three months ended March 31, 2016.

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2016

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS - Continued

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,

(Unaudited)

 

 

                2016

                2015

     

Revenues

   
 

Rental

$  1,764,014

$  2,452,174

 

Interest and other

     48,110

     39,822

 

  1,812,124

  2,491,996

     

Expenses

   
 

Interest

207,998

297,368

 

Depreciation and amortization

406,231

571,199

Operating expenses

  1,355,891

  1,928,836

 

  1,970,120

  2,797,403

     

NET LOSS

$  (157,996)

$  (305,407)

     
 

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



$  (156,417)



$  (302,354)

     
     
 

Net loss allocated to other partners

$    (1,579)

$    (3,053)

     

 

*Amounts include $156,417 and $302,354 for 2016 and 2015, respectively, of loss not recognized under the equity method of accounting.

 

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

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2016

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS - Continued


COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,

(Unaudited)

Series 7

 

                2016

                2015

     

Revenues

   
 

Rental

$          -

$          -

 

Interest and other

          -

          -

 

          -

          -

     

Expenses

   
 

Interest

-

-

 

Depreciation and amortization

-

-

Operating expenses

          -

          -

 

          -

          -

     

NET LOSS

$          -

$          -

     
 

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



$          -



$          -

     
     
 

Net loss allocated to other partners

$          -

$          -

     

 

*Amounts include $0 for 2016 and 2015, respectively, of loss not recognized under the equity method of accounting.

 

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

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2016

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS - Continued

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
(Unaudited)

Series 9

 

 

                 2016

            2015

     

Revenues

   
 

Rental

$   416,863

$   467,129

 

Interest and other

      8,687

      6,873

 

   425,550

   474,002

     

Expenses

   
 

Interest

44,265

62,250

 

Depreciation and amortization

98,719

114,888

 

Operating expenses

   303,016

   356,403

 

   446,000

   533,541

     

NET LOSS

$   (20,450)

$   (59,539)

     
 

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



$   (20,246)



$   (58,944)

     
     
 

Net loss allocated to other partners

$     (204)

$      (595)

     

 

*Amounts include $20,246 and $58,944 for 2016 and 2015, respectively, of loss not recognized under the equity method of accounting.

 

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

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2016

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
(Unaudited)

Series 10

 

 

                 2016

            2015

     

Revenues

   
 

Rental

$  -

$  317,199

 

Interest and other

     -

     5,445

 

  -

  322,644

     

Expenses

   
 

Interest

-

36,267

 

Depreciation and amortization

-

73,359

 

Operating expenses

    -

  270,110

 

  -

  379,736

     

NET LOSS

$  -

$  (57,092)

     
 

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



$  -



$  (56,521)

     
     
 

Net loss allocated to other partners

$    -

$    (571)

     

 

*Amounts include $0 and $56,521 for 2016 and 2015, respectively, of loss not recognized under the equity method of accounting.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2016

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
(Unaudited)

Series 11

 

                2016

            2015

     

Revenues

   

Rental

$   490,009

$   478,779

 

Interest and other

      7,598

      7,003

 

   497,607

   485,782

     

Expenses

   
 

Interest

46,774

52,618

 

Depreciation and amortization

110,346

116,773

 

Operating expenses

   380,823

   353,130

 

   537,943

   522,521

     

NET LOSS

$   (40,336)

$   (36,739)

     
 

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



$   (39,933)



$   (36,372)

     
     
 

Net loss allocated to other partners

$     (403)

$     (367)

     

 

*Amounts include $39,933 and $36,372 for 2016 and 2015, respectively, of loss not recognized under the equity method of accounting.

 

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

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2016

(Unaudited)

 

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
(Unaudited)

Series 12

 

               2016

            2015

     

Revenues

   
 

Rental

$   298,726

$   291,141

 

Interest and other

     23,915

     10,317

 

   322,641

   301,458

     

Expenses

   
 

Interest

49,424

37,564

 

Depreciation and amortization

65,763

65,427

 

Operating expenses

    244,795

   219,803

 

   359,982

   322,794

     

NET LOSS

$   (37,341)

$   (21,336)

     

 

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



$   (36,968)



$   (21,123)

     
     
 

Net loss allocated to other partners

$     (373)

$     (213)

     

 

*Amounts include $36,968 and $21,123 for 2016 and 2015, respectively, of loss not recognized under the equity method of accounting.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2016

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)


COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
(Unaudited)

Series 14

 

                2016

            2015

     

Revenues

   
 

Rental

$   558,416

$   897,926

 

Interest and other

      7,910

     10,184

 

   566,326

   908,110

     

Expenses

 

Interest

67,535

108,669

 

Depreciation and amortization

131,403

200,752

 

Operating expenses

   427,257

   729,390

 

   626,195

  1,038,811

     

NET LOSS

$   (59,869)

$  (130,701)

     
 

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



$   (59,270)



$  (129,394)

     
     
 

Net loss allocated to other partners

$     (599)

$    (1,307)

     

 

*Amounts include $59,270 and $129,394 for 2016 and 2015, respectively, of loss not recognized under the equity method of accounting.

 

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

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(Unaudited)

NOTE E - TAXABLE LOSS

The taxable loss for the calendar year ended December 31, 2016 is expected to differ from its loss for financial reporting purposes. This is primarily due to accounting differences in depreciation incurred by the Operating Partnerships and also differences between the equity method of accounting and the IRS accounting methods.

NOTE F - INCOME TAXES

 

The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes.  Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns.  The Partnership's federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity.  The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities.  Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions, which must be considered for disclosure.  Income tax returns filed by the Partnership are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2012 remain open.

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(Unaudited)

NOTE G - 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 expected 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 has taken longer than originally projected. At this time, the General Partner estimates that an additional two to four years will be needed to effectuate the liquidation as approved by the BAC holders, and the final liquidating distribution may occur months after all of the apartment complexes have been sold. As liquidation is not imminent, the Partnership will continue to report as a going concern.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements including our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. These statements are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created by these acts. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, for example, the factors identified in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2016. Although we believe that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate, and there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

 

Liquidity

The Partnership's primary source of funds was the proceeds of its Public Offering.  Other sources of liquidity include (i) interest earned on capital contributions unpaid for the three months ended June 30, 2016 or on working capital reserves, (ii) cash distributions from operations of the Operating Partnerships in which the Partnership has invested and (iii) proceeds received from the dispositions of the Operating Partnership that are returned to fund reserves.  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 has recognized other income for the three months ended June 30, 2016 and 2015 in the amount of $1 and $0. The balance represents distributions received from Operating Partnerships, which the Partnership normally records as a decrease in the Investment in Operating Partnerships. Due to the equity method of accounting, the Partnership has recorded these distributions as other income.

 

The Partnership is currently accruing the partnership management fee.  Partnership management fees accrued during the quarter ended June 30, 2016 were $61,920 and total partnership management fees accrued as of June 30, 2016 were $11,985,177. During the three months ended June 30, 2016, the Partnership paid $125,209 in accrued partnership management fees. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Partnership receives proceeds from sales of the Operating Partnerships, which will be used to satisfy these liabilities. The Partnership's working capital and sources of liquidity coupled with affiliated party liability accruals allow sufficient levels of liquidity to meet the third party obligations of the Partnership.  The Partnership is currently unaware of any trends that would create insufficient liquidity to meet future third party obligations of the Partnership.

As of June 30, 2016, an affiliate of the general partner of the Partnership advanced a total of $153,188, on behalf of Series 12, to pay some operating expenses of the Partnership, and to make advances and/or loans to Operating Partnerships. These advances are included in Accounts payable affiliates. During the quarter ended June 30, 2016, the Partnership did not receive any repayment of advances.

 

All payables to affiliates will be paid, without interest, from available cash flow or the proceeds of sales or refinancing of the Partnership's interests in Operating Partnerships. During the quarter ended June 30, 2016, no payments were made to an affiliate of the general partner.

 

Capital Resources

The Partnership offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on October 25, 1989. The Partnership received and accepted subscriptions for $186,337,017 representing 18,679,738 BACs from investors admitted as BAC holders in Series 7 through Series 14 of the Partnership.

As of June 30, 2016 the Partnership had $808,265 remaining in cash and cash equivalents. Below is a table, which provides, by series, the equity raised, number of BACs sold, final date BACs were offered, number of properties held at June 30, 2016, and cash and cash equivalents.

 



Series



Equity


BACs 
Sold


Final Close
Date


Number of 
Properties

Cash and
Cash
Equivalents

7

$ 10,361,000

1,036,100

12/29/89

-

$        -

9

41,574,018

4,178,029

05/04/90

8

125,598

10

24,288,997

2,428,925

08/24/90

-

-

11

24,735,002

2,489,599

12/27/90

9

172,486

12

29,710,003

2,972,795

04/30/91

9

169,271

14

 55,728,997

 5,574,290

01/27/92

 13

   340,910

           
 

$186,398,017

18,679,738

 

 39

$ 808,265

           

 

Reserve balances are remaining proceeds less outstanding capital contribution obligations, which have not been advanced or loaned to the Operating Partnerships. The reserve balances for Series 9,11,12 and 14 as of June 30, 2016 are $125,598, $172,486, $160,030 and $340,910, respectively.

 

(Series 8) No BACs with respect to Series 8 were offered.

 

(Series 13) No BACs with respect to Series 13 were offered.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Results of Operations

As of June 30, 2016 and 2015 the Partnership held limited partnership interests in 39 and 57 Operating Partnerships, respectively. In each instance the apartment complex owned by the applicable Operating Partnership is eligible for the federal housing tax credit. Initial occupancy of a unit in each apartment complex which initially complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective apartment complexes are described more fully in the Prospectus or applicable report on Form 8-K. The general partner believes that there is adequate casualty insurance on the properties.

The Partnership incurs an annual partnership management fee to the general partner of the Partnership and/or its affiliates in an amount equal to 0.5% of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of various partnership management and reporting fees paid by the Operating Partnerships. The partnership management fees incurred and the reporting fees paid by the Operating Partnerships for the three months ended June 30, 2016 are as follows:

 

3 Months
Gross
Management Fee


3 Months
Reporting Fee

3 Months Management
Fee
Net of Reporting Fee

Series 7

$       -

$       -

$        -

Series 9

14,289

2,061

12,228

Series 10

-

-

-

Series 11

15,912

2,000

13,912

Series 12

10,707

3,243

7,464

Series 14

  21,012

  10,731

  10,281

 

$  61,920

$  18,035

$ 43,885

       

 

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 did not have any properties as of June 30, 2016 and 2015.

(Series 9)

As of June 30, 2016 and 2015, the average Qualified Occupancy for the series was 100%. The series had a total of 8 properties at June 30, 2016, all of which were at 100% Qualified Occupancy.

For the periods ended June 30, 2016 and 2015, Series 9 reflects loss from Operating Partnerships of $(20,450) and $(59,539), respectively, which includes depreciation and amortization of $98,719 and $114,888, respectively. This is an interim period estimate; it is not indicative of the final year end results.

 

In July 2015 the investment general partner transferred its interest in Longmeadow Housing Associates LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,349,196 and cash proceeds to the investment partnership of $1,593. The total proceeds of approximately $1,593 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 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 has been recorded in the amount of $1,593 as of September 30, 2015.

 

The investment general partner will continue to monitor the following Operating Partnerships because of operational or other issues. However, these Operating Partnerships have all exited their LIHTC compliance period and there is therefore no risk to past credit delivery.

 

Glenwood Hotel Investors

Village Oaks Apartments II, Limited

 

(Series 10)

As of June 30, 2015, the average Qualified Occupancy for the series was 100%. The series did not have any properties as of June 30, 2016.

For the periods ended June 30, 2016 and 2015, Series 10 reflects net loss from Operating Partnerships of $0 and $(57,092), respectively, which includes depreciation and amortization of $0 and $73,359, respectively. This is an interim period estimate; it is not indicative of the final year end results.

 

In July 2015 the investment general partner transferred its interest in Woodside Housing Associates, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,352,983 and cash proceeds to the investment partnership of $1,593. The total proceeds of approximately $1,593 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 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 has been recorded in the amount of $1,593 as of September 30, 2015.

 

In December 2015 the investment general partner transferred its interest in Autumn Lane LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $670,330 and cash proceeds to the investment partnership of $5,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $2,500 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 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 has been recorded in the amount of $2,500 as of December 31, 2015.

 

In December 2015 the investment general partner transferred its interest in Cedarstone Associates LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $702,335 and cash proceeds to the investment partnership of $19,200. Of the total proceeds received, $3,000 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $16,200 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 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 has been recorded in the amount of $16,200 as of December 31, 2015.

 

In November 2015 the investment general partner transferred its interest in Housing Investors of Athens II LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,222,169 and cash proceeds to the investment partnership of $24,000. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $22,500 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 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 has been recorded in the amount of $22,500 as of December 31, 2015.

 

In December 2015 the investment general partner transferred its interest in Meadowbrook Properties II LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,333,968 and cash proceeds to the investment partnership of $5,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $2,500 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 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 has been recorded in the amount of $2,500 as of December 31, 2015.

 

In December 2015 the investment general partner transferred its economic interest in Stratford Square, Limited Partnership to an unrelated third party for its assumption of the outstanding mortgage balance of approximately $689,260 and cash proceeds to the investment partnership of $25,000. Of the total proceeds received, $9,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $13,500 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 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 has been recorded in the amount of $13,500 as of December 31, 2015.

 

In December 2015 the investment general partner transferred its interest in Summer Glen of Immokalee to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,334,168 and cash proceeds to the investment partnership of $16,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $13,500 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 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 has been recorded in the amount of $13,500 as of December 31, 2015.

 

 

(Series 11)

As of June 30, 2016 and 2015 the average Qualified Occupancy for the series was 100%. The series had a total of 9 properties at June 30, 2016, all of which were at 100% Qualified Occupancy.

For the periods ended June 30, 2016 and 2015, Series 11 reflects net loss from Operating Partnerships of $(40,336) and $(36,739), respectively, which includes depreciation and amortization of $110,346 and $116,773, respectively. This is an interim period estimate; it is not indicative of the final year end results.

 

In April 2015, the operating general partner of Ivan Woods Limited Dividend Housing Association Limited Partnership entered into an agreement to sell the property to a non-affiliated entity and the transaction closed on June 26, 2015. The sales price of the property was $3,650,000, which included the outstanding mortgage balance of approximately $2,233,027 and total cash proceeds to the investment partnerships of $963,073. Of the total proceeds received by the investment partnerships, $1,989 and $1,331 for Series 11 and Series 12, respectively, were paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $574,796 and $384,957 were returned to cash reserves held by Series 11 and Series 12, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnerships. After all outstanding obligations of the investment partnerships are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnerships, which were applied against the investment partnership's investment in the Operating Partnerships in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnerships to zero. Accordingly, a gain on the sale of the Operating Partnerships of the proceeds from the sale, net of the overhead and expenses, was recorded in the amount of $574,796 and $384,957 for Series 11 and Series 12, respectively, as of June 30, 2015. In July 2015, additional proceeds of $413 and $276 were received and returned to the cash reserves held by Series 11 and Series 12.

 

The investment general partner will continue to monitor the following Operating Partnerships because of operational or other issues. However, these Operating Partnerships have all exited their LIHTC compliance period and there is therefore no risk to past credit delivery.

 

South Fork Heights, Limited

Wildridge Apartments Limited, Limited Partnership

 

(Series 12)

 

As of June 30, 2016 and 2015, the average Qualified Occupancy for the series was 100%. The series had a total of 9 properties at June 30, 2016, all of which were at 100% Qualified Occupancy.

 

For the periods ended June 30, 2016 and 2015, Series 12 reflects net loss from Operating Partnerships of $(37,341) and $(21,336), respectively, which includes depreciation and amortization of $65,763 and $65,427, respectively. This is an interim period estimate; it is not indicative of the final year end results.

 

In April 2015, the operating general partner of Ivan Woods Limited Dividend Housing Association Limited Partnership entered into an agreement to sell the property to a non-affiliated entity and the transaction closed on June 26, 2015. The sales price of the property was $3,650,000, which included the outstanding mortgage balance of approximately $2,233,027 and total cash proceeds to the investment partnerships of $963,073. Of the total proceeds received by the investment partnerships, $1,989 and $1,331 for Series 11 and Series 12, respectively, were paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $574,796 and $384,957 were returned to cash reserves held by Series 11 and Series 12, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnerships. After all outstanding obligations of the investment partnerships are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnerships, which were applied against the investment partnership's investment in the Operating Partnerships in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnerships to zero. Accordingly, a gain on the sale of the Operating Partnerships of the proceeds from the sale, net of the overhead and expenses, was recorded in the amount of $574,796 and $384,957 for Series 11 and Series 12, respectively, as of June 30, 2015. In July 2015, additional proceeds of $413 and $276 were received and returned to the cash reserves held by Series 11 and Series 12.

 

The investment general partner will continue to monitor the following Operating Partnerships because of operational or other issues. However, these Operating Partnerships have all exited their LIHTC compliance period and there is therefore no risk to past credit delivery.

 

BB&L Enterprises

Briarwick Apartments, Limited, A KY Limited Partnership

Jessup Limited Partnership

Lakeridge Apartments of Eufala, Limited

(Series 14)

 

As of June 30, 2016 and 2015, the average Qualified Occupancy for the series was 100%. The series had a total of 13 properties at June 30, 2016, all of which were at 100% Qualified Occupancy.

For the periods ended June 30, 2016 and 2015, Series 14 reflects net loss from Operating Partnerships of $(59,869) and $(130,701), respectively, which includes depreciation and amortization of $131,403 and $200,752, respectively. This is an interim period estimate; it is not indicative of the final year end results.

Lakeview Meadows LDHA L.P. (Lakeview Meadows) is a 53-unit elderly apartment complex located in Battle Creek, MI. On June 16, 2014, the property experienced a devastating fire, rendering all units uninhabitable. The cause was determined to be unattended smoking materials. All residents have been housed by family, friends, or the Red Cross. There were no injuries. The investment general partner received $2,427,668 from the insurance company which has been recorded as other income, as of December 31, 2014. The 15-year low-income housing tax credit compliance period for Lakeview Meadows LDHA L.P. ended on December 31, 2006.

 

In July 2015 the investment general partner transferred its interest in Topsham Housing Associates to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,030,495 and cash proceeds to the investment partnership of $2,116. The total proceeds of approximately $2,116 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $2,116 as of September 30, 2015. In addition, equity outstanding for the Operating Partnership in the amount of $15,687 was recorded as gain on the transfer of the Operating Partnership as of September 30, 2015.

 

In March 2016, the investment general partner transferred its interest in Ada Village Apartments, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $842,460 and cash proceeds to the investment partnership of $33,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $30,500 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $30,500 as of March 31, 2016. In addition, equity outstanding for the Operating Partnership in the amount of $17,921 was recorded as gain on the transfer of the Operating Partnership as of March 31, 2016.

 

In March 2016, the investment general partner transferred its interest in Blanchard Village Apartments Limited, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $185,271 and cash proceeds to the investment partnership of $6,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $3,500 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $3,500 as of March 31, 2016. In addition, equity outstanding for the Operating Partnership in the amount of $9,498 was recorded as gain on the transfer of the Operating Partnership as of March 31, 2016.

 

In March 2016, the investment general partner transferred its interest in Davis Village Apartments Limited, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $969,437 and cash proceeds to the investment partnership of $33,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $30,500 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $30,500 as of March 31, 2016. In addition, equity outstanding for the Operating Partnership in the amount of $52,161 was recorded as gain on the transfer of the Operating Partnership as of March 31, 2016.

 

In March 2016, the investment general partner transferred its interest in Duncan Village Apartments Limited, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $879,612 and cash proceeds to the investment partnership of $36,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $33,500 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $33,500 as of March 31, 2016. In addition, equity outstanding for the Operating Partnership in the amount of $31,300 was recorded as gain on the transfer of the Operating Partnership as of March 31, 2016.

 

In March 2016, the investment general partner transferred its interest in Kingfisher Village Apartments Ltd., Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $110,939 and cash proceeds to the investment partnership of $6,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $3,500 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $3,500 as of March 31, 2016. In addition, equity outstanding for the Operating Partnership in the amount of $4,531 was recorded as gain on the transfer of the Operating Partnership as of March 31, 2016.

 

In March 2016, the investment general partner transferred its interest in Lexington Village Apartments Limited, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $172,581 and cash proceeds to the investment partnership of $6,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $3,500 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $3,500 as of March 31, 2016. In addition, equity outstanding for the Operating Partnership in the amount of $5,894 was recorded as gain on the transfer of the Operating Partnership as of March 31, 2016.

 

In March 2016, the investment general partner transferred its interest in Maysville Village Apartments Limited, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $179,134 and cash proceeds to the investment partnership of $6,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $3,500 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $3,500 as of March 31, 2016. In addition, equity outstanding for the Operating Partnership in the amount of $6,103 was recorded as gain on the transfer of the Operating Partnership as of March 31, 2016.

 

In March 2016, the investment general partner transferred its interest in Prague Village Apartments Limited, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $85,733 and cash proceeds to the investment partnership of $6,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $3,500 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $3,500 as of March 31, 2016. In addition, equity outstanding for the Operating Partnership in the amount of $5,646 was recorded as gain on the transfer of the Operating Partnership as of March 31, 2016.

 

In March 2016, the investment general partner transferred its interest in Wynnewood Village Apartments Limited, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $371,778 and cash proceeds to the investment partnership of $12,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $9,500 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $9,500 as of March 31, 2016. In addition, equity outstanding for the Operating Partnership in the amount of $11,992 was recorded as gain on the transfer of the Operating Partnership as of March 31, 2016.

 

The investment general partner will continue to monitor the following Operating Partnerships because of operational or other issues. However, these Operating Partnerships have all exited their LIHTC compliance period and there is therefore no risk to past credit delivery.

 

Beckwood Manor Six Limited Partnership

Bridge Coalition Limited Partnership

 

Off Balance Sheet Arrangements

 

None.

 

 

 

Critical Accounting Policies and Estimates

 

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (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 Pronouncements

In February, 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis". This will improve certain areas of consolidation guidance for reporting organizations that are required to evaluate whether to consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures. ASU 2015-02 simplified and improves GAAP by: eliminating the presumption that a general partner should consolidate a limited partnership, eliminating the indefinite deferral of FASB Statement No. 167, thereby reducing the number of Variable Interest Entity (VIE) consolidation models from four to two (including the limited partnership consolidation model), and clarifying when fees paid to a decision maker should be a factor to include in the consolidation of VIEs. ASU 2015-02 will be effective for periods beginning after December 15, 2015. The Partnership has determined that there is no material impact to its financial statements as a result of this guidance.  

 

 

 

 

Item 3

Quantitative and Qualitative Disclosure About Market Risk

   
 

Not Applicable

 

Item 4

Controls and Procedures

     
 

(a)

Evaluation of Disclosure Controls and Procedures

   

As of the end of the period covered by this report, the Partnership's general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of C&M Management Inc., carried out an evaluation of the effectiveness of the Partnership's "disclosure controls and procedures" as defined under the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15 with respect to each series individually, as well as the Partnership as a whole. Based on that evaluation, the Partnership's Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Partnership's disclosure controls and procedures with respect to each series individually, as well as the Partnership as a whole, were effective to ensure that information relating to any series or the Partnership as a whole required to be disclosed by it in the reports that it files or submits under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to the Partnership's management, including the Partnership's Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

     
 

(b)

Changes in Internal Controls

   

There were no changes in the Partnership's internal control over financial reporting that occurred during the quarter ended June 30, 2016 that materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting.

 

 

 

 

 

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

   
 

None

   

Item 1A.

Risk Factors

   
 

There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in our Form 10-K for the fiscal year ended March 31, 2016.

   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

   
 

None

   

Item 3.

Defaults upon Senior Securities

   
 

None

   

Item 4.

Mine Safety Disclosures

   
 

Not Applicable

   

Item 5.

Other Information

   
 

None

   

Item 6.

Exhibits 

   
 

(a)Exhibits

   
   

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

   
   

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

   
   

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

     
   

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

   
   

101. The following materials from the Boston Capital Tax Credit Fund II L.P. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 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, filed herein

 

 

 

SIGNATURES


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

     
 

Boston Capital Tax Credit Fund II Limited Partnership

     
 

By:

Boston Capital Associates II Limited
Partnership, General Partner

 
     
 

By:

BCA Associates Limited Partnership,
General Partner

 
     
 

By:

C&M Management, Inc.,
General Partner

 
     

Date: August 12, 2016

/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:

August 12, 2016

/s/ John P. Manning
John P. Manning

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




DATE:

SIGNATURE:

TITLE:

August 12, 2016

/s/ Marc N. Teal
Marc N. Teal

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