Attached files
| file | filename |
|---|---|
| EX-32 - BCTC V CERTIFICATION 906 - BF Garden Tax Credit Fund V L.P. | b51217cert906mnt.htm |
| EX-32 - BCTC V CERTIFICATION 906 - BF Garden Tax Credit Fund V L.P. | b51217cert906jpm.htm |
| EX-31 - BCTC V CERTIFICATION 302 - BF Garden Tax Credit Fund V L.P. | b51217cert302mnt.htm |
| EX-31 - BCTC V CERTIFICATION 302 - BF Garden Tax Credit Fund V L.P. | b51217cert302jpm.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended December 31, 2017
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 333-109898
BOSTON CAPITAL TAX CREDIT FUND V L.P.
(Exact name of registrant as specified in its charter)
|
Delaware |
14-1897569 |
|
(State or other jurisdiction |
(I.R.S. Employer |
|
of incorporation or organization) |
Identification No.) |
One Boston Place, Suite 2100, Boston, Massachusetts 02108
(Address of principal executive offices) (Zip Code)
(617) 624-8900
(Registrant's telephone number, including area code)
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, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer □ |
Accelerated Filer □ |
|
|
Non-accelerated filer □ (Do not check if a smaller reporting company) |
||
|
Smaller Reporting Company ý |
||
|
Emerging Growth Company □
|
||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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 V L.P.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2017
TABLE OF CONTENTS
|
PART I - FINANCIAL INFORMATION |
||||
|
Pages |
||||
|
Item 1. Condensed Financial Statements |
||||
|
Condensed Balance Sheets |
4-7 |
|||
|
Condensed Statements of Operations |
8-15 |
|||
|
Condensed Statements of Changes in Partners' Capital (Deficit) |
16-17 |
|||
|
Condensed Statements of Cash Flows |
18-21 |
|||
|
Notes to Condensed Financial Statements |
|
|||
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
|
|||
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
|
|||
|
Item 4. Controls and Procedures |
39 |
|||
|
PART II - OTHER INFORMATION |
||||
|
Item 1. Legal Proceedings |
40 |
|||
|
Item 1A. Risk Factors |
40 |
|||
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
|
|||
|
Item 3. Defaults Upon Senior Securities |
40 |
|||
|
Item 4. Mine Safety Disclosures |
40 |
|||
|
Item 5. Other Information |
40 |
|||
|
Item 6. Exhibits |
40 |
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|
Signatures |
41 |
|||
|
|
||||
Boston Capital Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
|
|
December 31, |
March 31, |
|
|
ASSETS |
|||
|
INVESTMENTS IN OPERATING PARTNERSHIPS |
|
|
|
|
OTHER ASSETS |
|||
|
Cash and cash equivalents |
1,497,302 |
1,241,219 |
|
|
Other assets |
106,411 |
106,411 |
|
|
$ 1,891,316 |
$ 1,865,099 |
||
|
LIABILITIES |
|||
|
Accounts payable and accrued expenses |
$ 5,343 |
$ 343 |
|
|
Accounts payable affiliates |
8,787,487 |
7,990,511 |
|
|
Capital contributions payable |
101 |
101 |
|
|
8,792,931 |
7,990,955 |
||
|
PARTNERS' CAPITAL (DEFICIT) |
|||
|
Assignees |
|||
|
Units of limited partnership |
|
|
|
|
General Partner |
(278,456) |
(276,517) |
|
|
(6,901,615) |
(6,125,856) |
||
|
$ 1,891,316 |
$ 1,865,099 |
||
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
Series 47
|
|
December 31, |
March 31, |
|
|
ASSETS |
|||
|
INVESTMENTS IN OPERATING PARTNERSHIPS |
|
|
|
|
OTHER ASSETS |
|||
|
Cash and cash equivalents |
601,966 |
373,138 |
|
|
Other assets |
- |
- |
|
|
$ 601,966 |
$ 373,138 |
||
|
LIABILITIES |
|||
|
Accounts payable and accrued expenses |
$ 5,000 |
$ - |
|
|
Accounts payable affiliates |
3,625,406 |
3,362,346 |
|
|
Capital contributions payable |
- |
- |
|
|
3,630,406 |
3,362,346 |
||
|
PARTNERS' CAPITAL (DEFICIT) |
|||
|
Assignees |
|||
|
Units of limited partnership |
|
|
|
|
General Partner |
(84,279) |
(84,181) |
|
|
(3,028,440) |
(2,989,208) |
||
|
$ 601,966 |
$ 373,138 |
||
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
Series 48
|
|
December 31, |
March 31, |
|
|
ASSETS |
|||
|
INVESTMENTS IN OPERATING PARTNERSHIPS |
|
|
|
|
OTHER ASSETS |
|||
|
Cash and cash equivalents |
351,893 |
347,379 |
|
|
Other assets |
- |
- |
|
|
$ 351,893 |
$ 347,379 |
||
|
LIABILITIES |
|||
|
Accounts payable and accrued expenses |
$ - |
$ - |
|
|
Accounts payable affiliates |
2,138,305 |
1,987,717 |
|
|
Capital contributions payable |
- |
- |
|
|
2,138,305 |
1,987,717 |
||
|
PARTNERS' CAPITAL (DEFICIT) |
|||
|
Assignees |
|||
|
Units of limited partnership |
|
|
|
|
General Partner |
(55,228) |
(54,863) |
|
|
(1,786,412) |
(1,640,338) |
||
|
$ 351,893 |
$ 347,379 |
||
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
Series 49
|
|
December 31, |
March 31, |
|
|
ASSETS |
|||
|
INVESTMENTS IN OPERATING PARTNERSHIPS |
|
|
|
|
OTHER ASSETS |
|||
|
Cash and cash equivalents |
543,443 |
520,702 |
|
|
Other assets |
106,411 |
106,411 |
|
|
$ 937,457 |
$ 1,144,582 |
||
|
LIABILITIES |
|||
|
Accounts payable and accrued expenses |
$ 343 |
$ 343 |
|
|
Accounts payable affiliates |
3,023,776 |
2,640,448 |
|
|
Capital contributions payable |
101 |
101 |
|
|
3,024,220 |
2,640,892 |
||
|
PARTNERS' CAPITAL (DEFICIT) |
|||
|
Assignees |
|||
|
Units of limited partnership |
|
|
|
|
General Partner |
(138,949) |
(137,473) |
|
|
(2,086,763) |
(1,496,310) |
||
|
$ 937,457 |
$ 1,144,582 |
||
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)
|
|
|
||
|
Income |
|||
|
Interest income |
$ 1,471 |
$ 531 |
|
|
Other income |
37,182 |
19,335 |
|
|
38,653 |
19,866 |
||
|
Share of income (loss) from |
|
|
|
|
Expenses |
|||
|
Professional fees |
6,651 |
3,219 |
|
|
Fund management fee, net (Note C) |
247,958 |
247,409 |
|
|
Amortization |
- |
30,145 |
|
|
General and administrative expenses |
22,855 |
23,374 |
|
|
277,464 |
304,147 |
||
|
NET INCOME (LOSS) |
$ (125,761) |
$ (436,349) |
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) per BAC |
$ (.01) |
$ (.04) |
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)
Series 47
|
|
|
||
|
Income |
|||
|
Interest income |
$ 506 |
$ 85 |
|
|
Other income |
12,981 |
8,638 |
|
|
13,487 |
8,723 |
||
|
Share of income (loss) from |
|
|
|
|
Expenses |
|||
|
Professional fees |
2,217 |
967 |
|
|
Fund management fee, net (Note C) |
70,723 |
81,812 |
|
|
Amortization |
- |
- |
|
|
General and administrative expenses |
6,981 |
7,142 |
|
|
79,921 |
89,921 |
||
|
NET INCOME (LOSS) |
$ 123,238 |
$ (81,198) |
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) per BAC |
$ .04 |
$ (.02) |
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)
Series 48
|
|
|
||
|
Income |
|||
|
Interest income |
$ 376 |
$ 102 |
|
|
Other income |
12,950 |
7,900 |
|
|
13,326 |
8,002 |
||
|
Share of income (loss) from |
|
|
|
|
Expenses |
|||
|
Professional fees |
2,217 |
645 |
|
|
Fund management fee, net (Note C) |
50,196 |
47,696 |
|
|
Amortization |
- |
- |
|
|
General and administrative expenses |
5,313 |
5,465 |
|
|
57,726 |
53,806 |
||
|
NET INCOME (LOSS) |
$ (44,400) |
$ (45,804) |
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) per BAC |
$ (.02) |
$ (.02) |
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)
Series 49
|
|
|
||
|
Income |
|||
|
Interest income |
$ 589 |
$ 344 |
|
|
Other income |
11,251 |
2,797 |
|
|
11,840 |
3,141 |
||
|
Share of income (loss) from |
|
|
|
|
Expenses |
|||
|
Professional fees |
2,217 |
1,607 |
|
|
Fund management fee, net (Note C) |
127,039 |
117,901 |
|
|
Amortization |
- |
30,145 |
|
|
General and administrative expenses |
10,561 |
10,767 |
|
|
139,817 |
160,420 |
||
|
NET INCOME (LOSS) |
$ (204,599) |
$ (309,347) |
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) per BAC |
$ (.03) |
$ (.05) |
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)
|
|
|
||
|
Income |
|||
|
Interest income |
$ 1,787 |
$ 1,700 |
|
|
Other income |
141,736 |
138,357 |
|
|
143,523 |
140,057 |
||
|
Share of income (loss) from |
|
|
|
|
Expenses |
|||
|
Professional fees |
85,593 |
82,235 |
|
|
Fund management fee, net (Note C) |
738,554 |
654,860 |
|
|
Amortization |
- |
90,435 |
|
|
General and administrative expenses |
54,941 |
55,150 |
|
|
879,088 |
882,680 |
||
|
NET INCOME (LOSS) |
$ (775,759) |
$(1,192,849) |
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) per BAC |
$ (.07) |
$ (.10) |
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)
Series 47
|
|
|
||
|
Income |
|||
|
Interest income |
$ 602 |
$ 304 |
|
|
Other income |
45,082 |
68,132 |
|
|
45,684 |
68,436 |
||
|
Share of income (loss) from |
|
|
|
|
Expenses |
|||
|
Professional fees |
25,665 |
25,335 |
|
|
Fund management fee, net (Note C) |
231,474 |
199,434 |
|
|
Amortization |
- |
- |
|
|
General and administrative expenses |
17,449 |
17,302 |
|
|
274,588 |
242,071 |
||
|
NET INCOME (LOSS) |
$ (39,232) |
$ (173,635) |
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) per BAC |
$ (.01) |
$ (.05) |
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)
Series 48
|
|
|
||
|
Income |
|||
|
Interest income |
$ 462 |
$ 347 |
|
|
Other income |
30,621 |
57,002 |
|
|
31,083 |
57,349 |
||
|
Share of income (loss) from |
|
|
|
|
Expenses |
|||
|
Professional fees |
22,682 |
21,608 |
|
|
Fund management fee, net (Note C) |
139,788 |
92,021 |
|
|
Amortization |
- |
- |
|
|
General and administrative expenses |
14,687 |
14,165 |
|
|
177,157 |
127,794 |
||
|
NET INCOME (LOSS) |
$ (146,074) |
$ (70,445) |
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) per BAC |
$ (.06) |
$ (.03) |
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)
Series 49
|
|
|
||
|
Income |
|||
|
Interest income |
$ 723 |
$ 1,049 |
|
|
Other income |
66,033 |
13,223 |
|
|
66,756 |
14,272 |
||
|
Share of income (loss) from |
|
|
|
|
Expenses |
|||
|
Professional fees |
37,246 |
35,292 |
|
|
Fund management fee, net (Note C) |
367,292 |
363,405 |
|
|
Amortization |
- |
90,435 |
|
|
General and administrative expenses |
22,805 |
23,683 |
|
|
427,343 |
512,815 |
||
|
NET INCOME (LOSS) |
$ (590,453) |
$ (948,769) |
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) allocated |
|
|
|
|
Net income (loss) per BAC |
$ (.10) |
$ (.16) |
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Nine Months Ended December 31,
(Unaudited)
|
|
|
|
|
|
Partners' capital |
|
|
|
|
Net loss |
(773,820) |
(1,939) |
(775,759) |
|
Partners' capital |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Nine Months Ended December 31,
(Unaudited)
|
|
General |
|
|
|
Series 47 |
|||
|
Partners' capital |
|
|
|
|
Net loss |
(39,134) |
(98) |
(39,232) |
|
Partners' capital |
|
|
|
|
|
|||
|
|
General |
|
|
|
Series 48 |
|||
|
Partners' capital |
|
|
|
|
Net loss |
(145,709) |
(365) |
(146,074) |
|
Partners' capital |
|
|
|
|
|
|||
|
|
General |
|
|
|
Series 49 |
|||
|
Partners' capital |
|
|
|
|
Net loss |
(588,977) |
(1,476) |
(590,453) |
|
Partners' capital |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)
|
2017 |
2016 |
||||||
|
Cash flows from operating activities: |
|||||||
|
Net loss |
$ (775,759) |
$(1,192,849) |
|||||
|
Adjustments to reconcile net income |
|||||||
|
Amortization |
- |
90,435 |
|||||
|
Distributions from Operating |
|
|
|||||
|
Share of (income) loss from |
|
|
|||||
|
Changes in assets and liabilities |
|||||||
|
Increase (Decrease) in accounts |
|
|
|||||
|
Increase in accounts |
|
|
|||||
|
Net cash provided by |
|
|
|||||
|
Cash flows from investing activities: |
|||||||
|
Proceeds from the disposition of Operating Partnerships |
|
|
|||||
|
Net cash provided by |
|
|
|||||
|
INCREASE IN CASH AND |
|
|
|||||
|
Cash and cash equivalents, beginning |
1,241,219 |
969,029 |
|||||
|
Cash and cash equivalents, ending |
$ 1,497,302 |
$ 1,157,917 |
|||||
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)
Series 47
|
2017 |
2016 |
||||||
|
Cash flows from operating activities: |
|||||||
|
Net loss |
$ (39,232) |
$ (173,635) |
|||||
|
Adjustments to reconcile net income |
|||||||
|
Amortization |
- |
- |
|||||
|
Distributions from Operating |
|
|
|||||
|
Share of (income) loss from |
|
|
|||||
|
Changes in assets and liabilities |
|||||||
|
Increase (Decrease) in accounts |
|
|
|||||
|
Increase in accounts |
|
|
|||||
|
Net cash provided by |
|
|
|||||
|
Cash flows from investing activities: |
|||||||
|
Proceeds from the disposition of Operating Partnerships |
|
|
|||||
|
Net cash provided by |
|
|
|||||
|
INCREASE IN CASH AND |
|
|
|||||
|
Cash and cash equivalents, beginning |
373,138 |
251,317 |
|||||
|
Cash and cash equivalents, ending |
$ 601,966 |
$ 343,491 |
|||||
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)
Series 48
|
2017 |
2016 |
||||||
|
Cash flows from operating activities: |
|||||||
|
Net loss |
$ (146,074) |
$ (70,445) |
|||||
|
Adjustments to reconcile net income |
|||||||
|
Amortization |
- |
- |
|||||
|
Distributions from Operating |
|
|
|||||
|
Share of (income) loss from |
|
|
|||||
|
Changes in assets and liabilities |
|||||||
|
Increase (Decrease) in accounts |
|
|
|||||
|
Increase in accounts |
|
|
|||||
|
Net cash provided by |
|
|
|||||
|
Cash flows from investing activities: |
|||||||
|
Proceeds from the disposition of Operating Partnerships |
|
|
|||||
|
Net cash provided by |
|
|
|||||
|
INCREASE IN CASH AND |
|
|
|||||
|
Cash and cash equivalents, beginning |
347,379 |
244,197 |
|||||
|
Cash and cash equivalents, ending |
$ 351,893 |
$ 327,358 |
|||||
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)
Series 49
|
2017 |
2016 |
||||||
|
Cash flows from operating activities: |
|||||||
|
Net loss |
$ (590,453) |
$ (948,769) |
|||||
|
Adjustments to reconcile net income |
|||||||
|
Amortization |
- |
90,435 |
|||||
|
Distributions from Operating |
|
|
|||||
|
Share of (income) loss from |
|
|
|||||
|
Changes in assets and liabilities |
|||||||
|
Increase (Decrease) in accounts |
|
|
|||||
|
Increase in accounts |
|
|
|||||
|
Net cash provided by |
|
|
|||||
|
Cash flows from investing activities: |
|||||||
|
Proceeds from the disposition of Operating Partnerships |
|
|
|||||
|
Net cash provided by |
|
|
|||||
|
INCREASE IN CASH AND |
|
|
|||||
|
Cash and cash equivalents, beginning |
520,702 |
473,515 |
|||||
|
Cash and cash equivalents, ending |
$ 543,443 |
$ 487,068 |
|||||
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
December 31, 2017
(Unaudited)
NOTE A - ORGANIZATION
Boston Capital Tax Credit Fund V L.P. (the "Fund") was organized under the laws of the State of Delaware as of October 15, 2003, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating partnerships which acquire, develop, rehabilitate, operate and own newly constructed, existing or rehabilitated low-income apartment complexes ("Operating Partnerships"). The general partner of the Fund is Boston Capital Associates V LLC, a Delaware limited liability company. The members of the general partner are Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, and John P. Manning, who is the managing member. Additional managers of the general partner are Jeffrey H. Goldstein and Marc N. Teal. The general partner of Boston Capital Companion Limited Partnership is Boston Capital Partners II Corporation whose sole shareholder is John P. Manning. John P. Manning is the principal of Boston Capital Partners, Inc.
The assignor limited partner is BCTC V Assignor Corp., a Delaware corporation which is wholly-owned by John P. Manning. The assignor limited partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business. Units of beneficial interest in the limited partnership interest of the assignor limited partner will be assigned by the assignor limited partner by means of beneficial assignee certificates ("BACs") to investors and investors will be entitled to all the rights and economic benefits of a limited partner of the Fund, including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Fund.
A Registration Statement on Form S-11 and the related prospectus, (the "Prospectus") were filed with the Securities and Exchange Commission and became effective January 2, 2004 in connection with a public offering ("Offering") in one or more series of a minimum of 250,000 BACs and a maximum of 7,000,000 BACs at $10 per BAC. On August 10, 2004, an amendment to Form S-11, which registered an additional 8,500,000 BACs for sale to the public in one or more series, became effective. As of December 31, 2017, subscriptions had been received and accepted by the Fund for 11,777,706 BACs representing capital contributions of $117,777,060.
Below is a summary of the BACs sold and total equity raised, by series, as of December 31, 2017:
|
Series |
Closing Date |
BACs Sold |
Equity Raised |
|
Series 47 |
April 30, 2004 |
3,478,334 |
$34,783,340 |
|
Series 48 |
August 12, 2004 |
2,299,372 |
$22,993,720 |
|
Series 49 |
April 29, 2005 |
6,000,000 |
$60,000,000 |
The Fund concluded its public offering of BACs in the Fund on April 29, 2005.
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2017
(Unaudited)
NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements herein as of December 31, 2017 and for the three and nine months then ended have been prepared by the Fund, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The Fund accounts for its investments in Operating Partnerships using the equity method, whereby the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. Costs incurred by the Fund in acquiring the investments in the Operating Partnerships are capitalized to the investment account.
The Fund's accounting and financial reporting policies are in conformity with generally accepted accounting principles and include adjustments in interim periods considered necessary for a fair presentation of the results of operations. Such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting 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 notes thereto included in the Fund's Annual Report on Form 10-K for the fiscal year ended March 31, 2017.
Amortization
Acquisition costs were amortized on the straight-line method over 27.5 years. As of March 31, 2016, the lives of the remaining acquisition costs were reassessed and determined to be 1 year for Series 49. As of March 31, 2017, acquisition costs were fully amortized or impaired for Series 49.
Accumulated amortization of acquisition costs by Series for the quarters ended December 31, 2017 and 2016 are as follows:
|
2017 |
2016 |
|
|
$ - |
$ - |
|
|
Series 48 |
- |
- |
|
Series 49 |
- |
90,435 |
|
$ - |
$ 90,435 |
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2017
(Unaudited)
NOTE C - RELATED PARTY TRANSACTIONS
The Fund has entered into several transactions with various affiliates of the general partner, including Boston Capital Holdings Limited Partnership, Boston Capital Securities, Inc., and Boston Capital Asset Management L.P. as follows:
An annual fund management fee of .5 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships has been accrued to Boston Capital Asset Management L.P. Since reporting fees collected by the various series were added to reserves and not paid to Boston Capital Asset Management L.P., the amounts accrued are not net of reporting fees received. The fund management fee accrued for the quarters ended December 31, 2017 and 2016 are as follows:
|
2017 |
2016 |
|
|
Series 47 |
$ 87,687 |
$ 87,687 |
|
Series 48 |
50,196 |
50,196 |
|
Series 49 |
127,776 |
127,776 |
|
Total |
$265,659 |
$265,659 |
The fund management fees paid for the quarters ended December 31, 2017 and 2016 are as follows:
|
2017 |
2016 |
|
|
Series 47 |
$ - |
$ - |
|
Series 48 |
- |
- |
|
Series 49 |
- |
- |
|
Total |
$ - |
$ - |
The fund management fees paid for the nine months ended December 31, 2017 and 2016 are as follows:
|
2017 |
2016 |
|
|
Series 47 |
$ - |
$ - |
|
Series 48 |
- |
- |
|
Series 49 |
- |
- |
|
Total |
$ - |
$ - |
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS
At December 31, 2017 and 2016, the Fund had limited partnership interests in 47 and 48 Operating Partnerships, respectively, which own or are constructing apartment complexes. The breakdown of Operating Partnerships within the Fund at December 31, 2017 and 2016 is as follows:
|
2017 |
2016 |
|
|
Series 47 |
13 |
14 |
|
Series 48 |
10 |
10 |
|
Series 49 |
24 |
24 |
|
Total |
47 |
48 |
Under the terms of the Partnership's investment in each Operating Partnership, the Fund was required to make capital contributions to the Operating Partnerships. These contributions were payable in installments over several years upon each Operating Partnership achieving specified levels of construction and/or operations.
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2017
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)
During the nine months ended December 31, 2017, the Fund disposed of one Operating Partnership. A summary of the dispositions by Series for December 31, 2017 is as follows:
|
Operating Partnership Interest Transferred |
Sale of Underlying Operating Partnership |
Partnership Proceeds from Disposition |
Gain/(Loss) on Disposition |
||||||
|
Series 47 |
- |
1 |
$ |
189,672 |
$ |
189,672 |
|||
|
Series 48 |
- |
- |
- |
- |
|||||
|
Series 49 |
- |
- |
- |
- |
|||||
|
Total |
- |
1 |
$ |
189,672 |
$ |
189,672 |
|||
During the nine months ended December 31, 2016, the Fund disposed of two Operating Partnerships. A summary of the dispositions by Series for December 31, 2016 is as follows:
|
Operating Partnership Interest Transferred |
Sale of Underlying Operating Partnership |
Partnership Proceeds from Disposition |
Gain/(Loss) on Disposition |
||||||
|
Series 47 |
- |
1 |
$ |
- |
$ |
- |
|||
|
Series 48 |
- |
1 |
- |
- |
|||||
|
Series 49 |
- |
- |
- |
- |
|||||
|
Total |
- |
2 |
$ |
- |
$ |
- |
|||
The gain (loss) described above is for financial statement purposes only. There are significant differences between the equity method of accounting and the tax reporting of income and losses from Operating Partnership investments. The largest difference is the ability, for tax purposes, to deduct losses in excess of the Partnership's investment in the Operating Partnership. As a result, the amount of gain recognized for tax purposes may be significantly higher than the gain recorded in the financial statements.
The Fund's fiscal year ends March 31st for each year, while all the Operating Partnerships' fiscal years are the calendar year. Pursuant to the provisions of each Operating Partnership Agreement, financial results for each of the Operating Partnerships are provided to the Fund within 45 days after the close of each Operating Partnership's quarterly period. Accordingly, the financial results available for the Operating Partnerships are for the nine months ended September 30, 2017.
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2017
(Unaudited)
NOTE D - INVESTMENT IN OPERATING PARTNERSHIPS - (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months Ended September 30,
(Unaudited)
Total
|
2017 |
2016 |
||
|
Revenues |
|||
|
Rental |
$ 15,996,053 |
$ 16,322,718 |
|
|
Interest and other |
379,973 |
438,139 |
|
|
16,376,026 |
16,760,857 |
||
|
Expenses |
|||
|
Interest |
2,388,543 |
2,013,429 |
|
|
Depreciation and amortization |
4,165,774 |
4,564,420 |
|
|
Operating expenses |
12,266,884 |
11,037,239 |
|
|
18,821,201 |
17,615,088 |
||
|
NET LOSS |
$(2,445,175) |
$ (854,231) |
|
|
Net loss allocated to Boston Capital Tax Credit Fund V L.P.* |
|
|
|
|
Net loss allocated to other Partners |
$ (24,451) |
$ (8,543) |
|
* Amounts include $2,190,858 and $395,462 for 2017 and 2016, respectively, of loss not recognized under the equity method of accounting.
The Fund accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Fund 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 V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2017
(Unaudited)
NOTE D - INVESTMENT IN OPERATING PARTNERSHIPS - (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months Ended September 30,
(Unaudited)
Series 47
|
2017 |
2016 |
||
|
Revenues |
|||
|
Rental |
$ 5,793,126 |
$ 6,126,903 |
|
|
Interest and other |
121,742 |
150,643 |
|
|
5,914,868 |
6,277,546 |
||
|
Expenses |
|||
|
Interest |
829,869 |
731,566 |
|
|
Depreciation and amortization |
1,256,865 |
1,435,613 |
|
|
Operating expenses |
4,150,276 |
4,204,643 |
|
|
6,237,010 |
6,371,822 |
||
|
NET LOSS |
$ (322,142) |
$ (94,276) |
|
|
Net loss allocated to Boston Capital Tax Credit Fund V L.P.* |
|
|
|
|
Net loss allocated to other Partners |
$ (3,221) |
$ (943) |
|
* Amounts include $318,921 and $93,333 for 2017 and 2016, respectively, of loss not recognized under the equity method of accounting.
The Fund accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Fund 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 V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2017
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months Ended September 30,
(Unaudited)
Series 48
|
2017 |
2016 |
||
|
Revenues |
|||
|
Rental |
$ 3,029,720 |
$ 3,120,004 |
|
|
Interest and other |
72,250 |
63,692 |
|
|
3,101,970 |
3,183,696 |
||
|
Expenses |
|||
|
Interest |
358,327 |
198,710 |
|
|
Depreciation and amortization |
769,026 |
807,279 |
|
|
Operating expenses |
3,130,443 |
2,179,019 |
|
|
4,257,796 |
3,185,008 |
||
|
NET LOSS |
$(1,155,826) |
$ (1,312) |
|
|
Net loss allocated to Boston Capital Tax Credit Fund V L.P.* |
|
|
|
|
Net loss allocated to other Partners |
$ (11,558) |
$ (13) |
|
* Amounts include $1,144,268 and $1,299 for 2017 and 2016, respectively, of loss not recognized under the equity method of accounting.
The Fund accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Fund 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 V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2017
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months Ended September 30,
(Unaudited)
Series 49
|
2017 |
2016 |
||
|
Revenues |
|||
|
Rental |
$ 7,173,207 |
$ 7,075,811 |
|
|
Interest and other |
185,981 |
223,804 |
|
|
7,359,188 |
7,299,615 |
||
|
Expenses |
|||
|
Interest |
1,200,347 |
1,083,153 |
|
|
Depreciation and amortization |
2,139,883 |
2,321,528 |
|
|
Operating expenses |
4,986,165 |
4,653,577 |
|
|
8,326,395 |
8,058,258 |
||
|
NET LOSS |
$ (967,207) |
$ (758,643) |
|
|
Net loss allocated to Boston Capital Tax Credit Fund V L.P.* |
|
|
|
|
Net loss allocated to other Partners |
$ (9,672) |
$ (7,587) |
|
* Amounts include $727,669 and $300,830 for 2017 and 2016, respectively, of loss not recognized under the equity method of accounting.
The Fund accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Fund 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 V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2017
(Unaudited)
NOTE E - TAXABLE LOSS
The Fund's taxable loss for the calendar year ended December 31, 2017 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 Fund 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 Fund's federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Fund is not required to take any tax positions in order to qualify as a pass-through entity. The Fund 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 Fund has no other tax positions, which must be considered for disclosure. Income tax returns filed by the Fund 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 2013 remain open.
NOTE G - SUBSEQUENT EVENTS
Events that occur after the balance sheet date but before the financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events, which provide evidence about conditions that existed after the balance sheet date, require disclosure in the accompanying notes. Management evaluated the activity of the Fund through the date the financial statements were issued, and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.
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, 2017. 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 Fund's primary source of funds is the proceeds of the Offering. Other sources of liquidity include (i) interest earned on capital contributions held pending investment and on working capital and (ii) cash distributions from operations of the Operating Partnerships in which the Fund has and will invest. The Fund does not anticipate significant cash distributions from operations of the Operating Partnerships.
The Fund is currently accruing the fund management fee. Fund management fees accrued during the quarter ended December 31, 2017 were $265,659 and total fund management fees accrued as of December 31, 2017 were $8,787,487. During the quarter ended December 31, 2017, none of the accrued fund management fees were paid. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Fund receives proceeds from sales of the Operating Partnerships, which will be used to satisfy these liabilities. The Fund's working capital and sources of liquidity coupled with affiliated party liability accruals allow sufficient levels of liquidity to meet the third party obligations of the Fund. The Fund is currently unaware of any trends which would create insufficient liquidity to meet future third party obligations of the Fund.
Capital Resources
The Fund offered BACs in the Offering declared effective by the Securities and Exchange Commission on January 2, 2004. The Fund received $34,783,340, $22,993,720 and $60,000,000 representing 3,478,334, 2,299,372 and 6,000,000 BACs from investors admitted as BAC Holders in Series 47, Series 48 and Series 49, respectively, as of December 31, 2017.
Series 47
The Fund commenced offering BACs in Series 47 on January 2, 2004. Offers and sales of BACs in Series 47 were completed on April 30, 2004. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 15 Operating Partnerships in the amount of $26,409,598. Series 47 has since sold its interest in 2 of the Operating Partnerships and 13 remain.
During the quarter ended December 31, 2017, Series 47 did not record any releases of capital contributions. Series 47 has released all payments of its capital contributions to the Operating Partnerships.
Series 48
The Fund commenced offering BACs in Series 48 on May 11, 2004. Offers and sales of BACs in Series 48 were completed on August 12, 2004. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 11 Operating Partnerships in the amount of $17,452,406. Series 48 has since sold its interest in 1 of the Operating Partnerships and 10 remain.
During the quarter ended December 31, 2017, Series 48 did not record any releases of capital contributions. Series 48 has released all payments of its capital contributions to the Operating Partnerships.
Series 49
The Fund commenced offering BACs in Series 49 on August 24, 2004. Offers and sales of BACs in Series 49 were completed on April 29, 2005. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 24 Operating Partnerships in the amount of $45,728,155.
During the quarter ended December 31, 2017, Series 49 did not record any releases of capital contributions. Series 49 has outstanding contributions payable to 1 Operating Partnership in the amount of $101, as of December 31, 2017. The remaining contributions will be released when the Operating Partnership have achieved the conditions set forth in their partnership agreement.
Results of Operations
As of December 31, 2017, the Fund held limited partnership interests in 47 Operating Partnerships. In each instance the apartment complex owned by the applicable Operating Partnership is eligible for the federal housing tax credit. Initial occupancy of a unit in each apartment complex which complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective apartment complexes are described more fully in the Prospectus or applicable report on Form 8-K. The general partner of the Fund believes that there is adequate casualty insurance on the properties.
The Fund incurred a fund management fee to Boston Capital Asset Management Limited Partnership in an amount equal to .5 percent of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of certain asset management and reporting fees paid by the Operating Partnerships. The fund management fees incurred and the reporting fees paid by the Operating Partnerships for the three and nine months ended December 31, 2017 are as follows:
|
3 Months |
|
3 Months |
|
|
Series 47 |
$ 87,687 |
$16,964 |
$ 70,723 |
|
Series 48 |
50,196 |
- |
50,196 |
|
Series 49 |
127,776 |
737 |
127,039 |
|
$265,659 |
$17,701 |
$247,958 |
|
9 Months |
|
9 Months |
|
|
Series 47 |
$263,060 |
$31,586 |
$231,474 |
|
Series 48 |
150,588 |
10,800 |
139,788 |
|
Series 49 |
383,328 |
16,036 |
367,292 |
|
$796,976 |
$58,422 |
$738,554 |
The Fund's investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested or intends to invest. The Fund's investments in Operating Partnerships have been and will be made principally with a view towards realization of federal housing tax credits for allocation to its partners and BAC holders.
Series 47
As of December 31, 2017 and 2016, the average Qualified Occupancy was 100%. The series had a total of 13 properties at December 31, 2017, all of which were at 100% Qualified Occupancy.
For the nine month periods ended December 31, 2017 and 2016, Series 47 reflects a net loss from Operating Partnerships of $(322,142) and $(94,276), respectively, which includes depreciation and amortization of $1,256,865 and $1,435,613, respectively. This is an interim period estimate; it is not indicative of the final year-end results.
In October 2017, the operating general partner of CP Continental Limited Partnership entered into an agreement to sell the property to a non-affiliated entity and the transaction closed on December 20, 2017. The sales price of the property was $8,100,000, which included the outstanding mortgage balance of approximately $5,656,256 and cash proceeds to the investment partnership of $194,672. Of the total proceeds received by the investment partnership, $5,000 will be paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $189,672 were returned to cash reserves held by Series 47. 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 sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $189,672 as of December 31, 2017.
McEver Vineyards, L.P. (McEver Vineyards Apartments) is a 220-unit family property in Gainesville, GA. Due to high operating expenses, burdensome debt service and insufficient rental rates the property operated below breakeven from 2006 - 2015. The investment general partner worked with the operating general partner and the management company in an attempt to improve operations. Whether the operating general partner's operating deficit guarantee had expired was disputed by the operating general partner and the investment general partner. Nevertheless, operating deficits were partially financed by advances from the operating general partner during the past several years. The 15-year low income tax credit compliance period with respect to McEver Vineyards, LP expires on December 31, 2019. The operating general partner signed a letter of intent in December 2015 and a subsequent purchase and sale agreement in January 2016 to sell the property to a buyer who agreed to manage the property compliant with the requirements of Section 42 and sign a post transfer compliance and indemnity agreement and a personal guaranty. The subject property sale was completed on April 8, 2016. Although there were no distributable proceeds to the investment limited partners from the sale, the buyer of the property did execute a post transfer compliance & indemnity agreement, and a personal guaranty at closing preventing a foreclosure and mitigating the risk of recapture costs for the investment limited partners. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the sale of the Operating Partnership has been recorded as of June 30, 2016.
Park Plaza Village L.P. (Park Plaza Village Apartments) is a 14-unit family property in Temple, OK. Due to fluctuating occupancy and high expenses, operations were below breakeven in 2016. Occupancy averaged 81% in 2016 and 77% through December 2017. The investment general partner will continue to work with the operating general partner and the management company to monitor and improve operations. The operating general partner's operating deficit guarantee expired on August 31, 2014. The 15-year low income housing tax credit compliance period with respect to Park Plaza Village L.P. expires on December 31, 2018.
The Masters Apartments, L.P (Crawford Park Apartments Homes) is a 144-unit family property located in Dallas, TX. Operations fell below breakeven in 2016 when management re-branded the property to improve its reputation and resident profile. With over 60 evictions, the property suffered a drastic decline in rental income. In addition, operating expenses increased as management worked to correct deferred maintenance items throughout 2016 and 2017. As of December 2017 the property is at breakeven, after accounting for reserve withdrawals for expensed improvements. Management continues to focus on renting to residents that meet the stringent tenant selection criteria, and expects to achieve 100% occupancy in the first quarter of 2018. The investment general partner will continue to work closely with the operating general partner and the management company to improve operations and occupancy. The operating general partner's operating deficit guarantee has expired. The 15-year low income housing tax credit compliance period with respect to The Masters Apartments, L.P. expires on December 31, 2020.
Series 48
As of December 31, 2017 and 2016, the average Qualified Occupancy was 100%. The series had a total of 10 properties at December 31, 2017, all of which were at 100% Qualified Occupancy.
For the nine month periods ended December 31, 2017 and 2016, Series 48 reflects a net loss from Operating Partnerships of $(1,155,826) and $(1,312), respectively, which includes depreciation and amortization of $769,026 and $807,279, respectively. This is an interim period estimate; it is not indicative of the final year-end results.
McEver Vineyards, L.P. (McEver Vineyards Apartments) is a 220-unit family property in Gainesville, GA. Due to high operating expenses, burdensome debt service and insufficient rental rates the property operated below breakeven from 2006 - 2015. The investment general partner worked with the operating general partner and the management company in an attempt to improve operations. Whether the operating general partner's operating deficit guarantee had expired was disputed by the operating general partner and the investment general partner. Nevertheless, operating deficits were partially financed by advances from the operating general partner during the past several years. The 15-year low income tax credit compliance period with respect to McEver Vineyards, LP expires on December 31, 2019. The operating general partner signed a letter of intent in December 2015 and a subsequent purchase and sale agreement in January 2016 to sell the property to a buyer who agreed to manage the property compliant with the requirements of Section 42 and sign a post transfer compliance and indemnity agreement and a personal guaranty. The subject property sale was completed on April 8, 2016. Although there were no distributable proceeds to the investment limited partners from the sale, the buyer of the property did execute a post transfer compliance & indemnity agreement, and a personal guaranty at closing preventing a foreclosure and mitigating the risk of recapture costs for the investment limited partners. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the sale of the Operating Partnership has been recorded as of June 30, 2016.
Wyndam-Emporia L.P. (Wyndam Place Senior Residences) is a 42-unit senior property located in Emporia, KS. Due to low occupancy, and management's inability to raise rents, the property continues to operate below breakeven. Effective January 1, 2016, the operating general partner modified the existing loan resulting in an annual debt service reduction of $14,000. The investment general partner continues to work with the operating general partner and the management company to monitor and improve occupancy and operations. As of December 31, 2017, the property is maintaining occupancy of 97.6%. The 15-year low income housing tax credit compliance period with respect to Wyndam-Emporia L.P. expires on December 31, 2020.
The Masters Apartments, L.P (Crawford Park Apartments Homes) is a 144-unit family property located in Dallas, TX. Operations fell below breakeven in 2016 when management re-branded the property to improve its reputation and resident profile. With over 60 evictions, the property suffered a drastic decline in rental income. In addition, operating expenses increased as management worked to correct deferred maintenance items throughout 2016 and 2017. As of December 2017 the property is at breakeven, after accounting for reserve withdrawals for expensed improvements. Management continues to focus on renting to residents that meet the stringent tenant selection criteria, and expects to achieve 100% occupancy in the first quarter of 2018. The investment general partner will continue to work closely with the operating general partner and the management company to improve operations and occupancy. The operating general partner's operating deficit guarantee has expired. The 15-year low income housing tax credit compliance period with respect to The Masters Apartments, L.P. expires on December 31, 2020.
Series 49
As of December 31, 2017 and 2016, the average Qualified Occupancy was 100%. The series had a total of 24 properties at December 31, 2017, all of which were at 100% Qualified Occupancy.
For the nine month periods ended December 31, 2017 and 2016, Series 49 reflects a net loss from Operating Partnerships of $(967,207) and $(758,643), respectively, which includes depreciation and amortization of $2,139,883 and $2,321,528, respectively. This is an interim period estimate; it is not indicative of the final year-end results.
Rosewood Place, L.L.C. (Rosewood Senior) is a 144-unit apartment development for seniors located in Lenexa, Kansas. The property operated above breakeven during 2015, 2016 and 2017. The investment general partner continues to monitor the personal Chapter 7 bankruptcy of the principal of the operating general partner and regularly receives verbal updates from the bankruptcy trustee on the status and progress on the liquidation of the operating general partner's personal assets, including the eventual sale of his operating general partner interest in the subject Operating Partnership. Although the operating general partner's operating deficit guarantee has not expired, it has no ability to honor this guarantee due to aforementioned personal bankruptcy filing by its principal. The 15-year low income tax credit compliance period with respect to Rosewood Place, L.L.C. expires on December 31, 2021.
Union Square Housing Partnership, A LA L.P. (Union Square Apartments) is a 32-unit family property in Junction City, LA. The property operates below breakeven due to high operating expenses. The investment limited partner will continue to work with the operating general partner to reduce expenses and improve operations. The operating general partner's operating deficit guarantee is unlimited in time and amount. The 15-year low income housing tax credit compliance period with respect to Union Square Housing Partnership, A LA L.P. expires on December 31, 2019.
Linden-Bartlesville Partners, L.P. (The Linden's Apartments) is a 54-unit family property located in Bartlesville, OK. Operations have been consistently below breakeven since the fourth quarter of 2014 due to low occupancy levels and the inability to increase rents due to unanticipated competition in the market. A debt modification was secured during 2016, which reduced annual debt service payments by approximately $11,000. The investment general partner will continue to work with the operating general partner and the management company to monitor and improve operations. As of December 31, 2017, the property is maintaining occupancy of 83.3%. The operating general partner's obligation to fund deficits under the operating deficit guaranty has expired; however, the operating general partner continues to fund deficits and has confirmed its commitment to continue doing so. The 15-year low income housing tax credit compliance period with respect to Linden-Bartlesville Partners, L.P. expires on December 31, 2020.
Linden-Shawnee Partners, L.P. (Linden's Apartments) is a 54-unit family property in Shawnee, OK. Operations were below breakeven in 2016, largely due to management's inability to increase rents and retain current tenants, while incurring additional operating expenses. The investment limited partner will continue to work with the operating general partner and the management company to improve occupancy and operations. As of December 31, 2017, the property is maintaining occupancy of 85.2%.The operating general partner's operating deficit guarantee expires on December 31, 2020. The 15-year low income housing tax credit compliance period with respect to Linden-Shawnee Partners, L.P. expires on December 31, 2020.
New Chester Townhouses, A Limited Partnership (Chester Townhouses) is a 62-unit family property in Chester, SC. Operations were below breakeven in 2016 due to high operating expenses. In 2017, operations have improved to above breakeven due to higher revenue and lower operating expenses. The operating general partner's operating deficit guarantee has expired. The 15-year low income housing tax credit compliance period with respect to New Chester Townhouses, A Limited Partnership expires on December 31, 2021. As the property has stabilized and is now operating above breakeven, the investment general partner will cease reporting for New Chester Townhouses, A Limited Partnership subsequent to December 31, 2017.
Off Balance Sheet Arrangements
None.
Principal Accounting Policies and Estimates
The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), which require the Fund 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 Fund's financial condition and results of operations. The Fund 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 Fund is required to assess potential impairments to its long-lived assets, which are primarily investments in limited partnerships. The Fund accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Fund 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 Fund'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 Fund and the estimated residual value to the Fund, the Fund reduces its investment in the Operating Partnership.
The main reason an impairment loss typically occurs is that the annual operating losses, recorded in accordance with the equity method of accounting, of the investment in limited partnership does not reduce the balance as quickly as the annual use of the tax credits. In years prior to the year ended March 31, 2009, management included remaining tax credits as well as residual value in the calculated value of the underlying investments. However, management decided to take a more conservative approach to the investment calculation and determined that the majority of the residual value component of the valuation was zero for the years ended, March 31, 2016 and 2015. However, it is important to note that this change in the accounting estimate to the calculation method of the impairment loss has no effect on the actual value or performance of the overall investment, nor does it have any effect on the remaining credits to be generated.
In accordance with the accounting guidance for the consolidation of variable interest entities, the Fund 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.
Principal Accounting Policies and Estimates - continued
Based on this guidance, the Operating Partnerships in which the Fund 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 Fund'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 Fund 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 Fund's balance in investment in Operating Partnerships, advances made to Operating Partnerships, plus the risk of recapture of tax credits previously recognized on the investments, represents its maximum exposure to loss. The Fund'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 Fund.
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Item 3 |
Quantitative and Qualitative Disclosures About Market Risk |
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Not Applicable
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Item 4 |
Controls and Procedures |
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(a) |
Evaluation of Disclosure Controls and Procedures |
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As of the end of the period covered by this report, the Fund's general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Boston Capital Associates V LLC, carried out an evaluation of the effectiveness of the Fund's "disclosure controls and procedures" as defined under the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15 with respect to each series individually, as well as the Fund as a whole. Based on that evaluation, the Fund's Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Fund's disclosure controls and procedures were effective to ensure that information relating to any series or the Fund 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 Fund's management, including the Fund's Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure with respect to each series individually, as well as the Fund as a whole.
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(b) |
Changes in Internal Controls |
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There were no changes in the Fund's internal control over financial reporting that occurred during the quarter ended December 31, 2017 that materially affected, or are reasonably likely to materially affect, the Fund's internal control over financial reporting. |
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PART II - OTHER INFORMATION
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Item 1. |
Legal Proceedings |
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None |
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Item 1A. |
Risk Factors |
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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, 2017. |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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None |
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Item 3. |
Defaults upon Senior Securities |
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None |
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Item 4. |
Mine Safety Disclosures |
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Not Applicable |
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Item 5. |
Other Information |
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None |
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Item 6. |
Exhibits |
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(a)Exhibits |
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31.a Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herewith |
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31.b Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herewith |
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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 herewith |
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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 herewith |
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101. The following materials from the Boston Capital Tax Credit Fund V L.P. Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2017 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 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Boston Capital Tax Credit Fund V L.P. |
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By: |
Boston Capital Associates V LLC, |
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Date: February 13, 2018 |
By: |
/s/ John P. Manning |
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Managing Member |
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Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Fund and in the capacities and on the dates indicated:
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DATE: |
SIGNATURE: |
TITLE: |
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February 13, 2018 |
/s/ John P. Manning John P. Manning |
Director, President (Principal Executive Officer), Boston Capital Partners II Corp.; Director, President (Principal Executive Officer), BCTC V Assignor Corp. |
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February 13, 2018 |
/s/ Marc N. Teal Marc N. Teal |
Sr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer), Boston Capital Partners II Corp.; Sr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer), BCTC V Assignor Corp. |