Attached files
| file | filename |
|---|---|
| EX-32.B - EXHIBIT 32.B - BF Garden Tax Credit Fund V L.P. | tm2015468d1_ex32b.htm |
| EX-32.A - EXHIBIT 32.A - BF Garden Tax Credit Fund V L.P. | tm2015468d1_ex32a.htm |
| EX-31.B - EXHIBIT 31.B - BF Garden Tax Credit Fund V L.P. | tm2015468d1_ex31b.htm |
| EX-31.A - EXHIBIT 31.A - BF Garden Tax Credit Fund V L.P. | tm2015468d1_ex31a.htm |
| EX-13 - EXHIBIT 13 - BF Garden Tax Credit Fund V L.P. | tm2015468d1_ex13.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2020
¨ 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)
Registrant’s telephone number, including area code (617)624-8900
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Securities registered pursuant to Section 12(g) of the Act:
Title of class
Beneficial Assignee Certificates
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes ¨ | No x |
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Yes ¨ | No x |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes x | No ¨ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Yes x | No ¨ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 x | Smaller Reporting Company x | |
| 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes ¨ | No x |
DOCUMENTS INCORPORATED BY REFERENCE
None.
BOSTON CAPITAL TAX CREDIT FUND V L.P.
FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED MARCH 31, 2020
TABLE OF CONTENTS
| Item 1. | Business |
Organization
Boston Capital Tax Credit Fund V L.P. (the "Fund") is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act as of October 15, 2003. 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 members 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 are assigned by the assignor limited partner by means of beneficial assignee certificates ("BACs") to investors and investors are entitled to all the rights and economic benefits of a limited partner of the 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, (together with each subsequently filed prospectus, the "Prospectus") were filed with the Securities and Exchange Commission and became effective January 2, 2004, in connection with a public offering (together with each subsequent offering of BACs described herein, the "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 a 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 March 31, 2020, subscriptions had been received and accepted by the Fund for 11,777,706 BACs in three series representing capital contributions of $117,777,060 in the aggregate.
Description of Business
The Fund's principal business is to invest as a limited partner in other limited partnerships (the "Operating Partnerships") each of which will own or lease and will operate an apartment complex exclusively or partially for low- and moderate-income tenants. Each Operating Partnership in which the Fund invests owns apartment complexes, which are completed, newly-constructed, under construction or rehabilitation, or to-be constructed or rehabilitated, and which are expected to receive government assistance. Each apartment complex is expected to qualify for the low-income housing tax credit under Section 42 of the Code (the "Federal Housing Tax Credit"), providing tax benefits over a period of ten to twelve years in the form of tax credits which investors may use to offset income, subject to strict limitations, from other sources. Some apartment complexes may also qualify for the historic rehabilitation tax credit under Section 47 of the Code (the "Rehabilitation Tax Credit"). Section 236(f)(ii) of the National Housing Act, as amended, and Section 101 of the Housing and Urban Development Act of 1965, as amended, each provide for the making by HUD of rent supplement payments to low income tenants in properties which receive other forms of federal assistance such as tax credits. The payments for each tenant, which are made directly to the owner of their property, generally are in such amounts as to enable the tenant to pay rent equal to 30% of the adjusted family income. Some of the apartment complexes in which the Fund has invested are receiving their rent supplements from HUD. HUD has been in the process of converting rent supplement assistance to assistance paid not to the owner of the apartment complex, but directly to the individuals. At this time, the Fund is unable to predict whether Congress will continue rent supplement programs payable directly to owners of apartment complexes.
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As of March 31, 2020 the Fund had invested in 7 Operating Partnerships on behalf of Series 47; 4 Operating Partnerships on behalf of Series 48; and 22 Operating Partnerships on behalf of Series 49. A description of these Operating Partnerships is set forth in Item 2 herein.
The business objectives of the Fund are to:
| (1) | provide current tax benefits to investors in the form of Federal Housing Tax Credits and, in limited instances, a small amount of Rehabilitation Tax Credits, which an investor may apply, subject to strict limitations, against the investor's federal income tax liability from active, portfolio and passive income; |
| (2) | preserve and protect the Fund's capital and provide capital appreciation and cash distributions to limited partners through increases in value of the Fund's investments and, to the extent applicable, increase in equity through periodic payments on the mortgage indebtedness with respect to the apartment complexes; |
| (3) | provide tax benefits in the form of passive losses which an investor may apply to offset his passive income (if any); and |
| (4) | provide cash distributions (except with respect to the Fund's investment in some non-profit Operating Partnerships) from capital transaction proceeds. The Operating Partnerships intend to hold the apartment complexes for appreciation in value. The Operating Partnerships may sell the apartment complexes after a period of time if financial conditions in the future make such sales desirable and if such sales are permitted by government restrictions. |
Employees
The Fund does not have any employees. Services are performed by the general partner and its affiliates and agents retained by them.
2
| Item 1A. | Risk Factors |
As used in this Item 1A, references to “we, “us” and “our” mean the Fund.
An investment in our BACs and our investments in Operating Partnerships are subject to risks. These risks may impact the tax benefits of an investment in our BACs, and the amount of proceeds available for distribution to our limited partners, if any, on liquidation of our investments.
In addition to the other information set forth in this report, you should carefully consider the following factors which could materially affect our business, financial condition or results of operations. The risks described below are not the only risks we face. Additional factors not presently known to us or that we currently deem to be immaterial also may materially adversely affect our business operations.
The ability of limited partners to claim tax losses from their investment in us is limited.
The IRS may audit us or an Operating Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to the investors could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in our BACs. Changes in tax laws could also impact the tax benefits from an investment in our BACs and/or the value of the Operating Partnerships. Until the Operating Partnerships have completed a mandatory fifteen year Low Income Housing Tax Credit compliance period, investors are at risk for potential recapture of Low Income Housing Tax Credits that have already been claimed.
The Low Income Housing Tax Credits rules are extremely complicated and noncompliance with these rules may have adverse consequences for BAC holders.
Noncompliance with applicable tax regulations may result in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25,000 of taxable income. The Operating Partnerships may be sold at a price which would not result in our realizing cash distributions or proceeds from the transaction. Accordingly, we may be unable to distribute any cash to our investors. Low Income Housing Tax Credits may be the only benefit from an investment in our BACs.
Poor performance of one housing complex, or the real estate market generally, could impair our ability to satisfy our investment objectives.
Each housing complex is subject to mortgage indebtedness. If an Operating Partnership failed to pay its mortgage, it could lose its housing complex in foreclosure. If foreclosure were to occur during the first 15 years of the existence of the Fund, the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of previously claimed Low Income Housing Tax Credits, and a loss of our investment in the housing complex would occur. To the extent the Operating Partnerships receive government financing or operating subsidies, they may be subject to one or more of the following risks:
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- difficulties in obtaining rent increases;
- limitations on cash distributions;
- limitations on sales or refinancing of Operating Partnerships;
- limitations on transfers of interests in Operating Partnerships;
- limitations on removal of local general partners;
- limitations on subsidy programs; and
- possible changes in applicable regulations.
The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar properties, and neighborhood conditions, among others.
No trading market for the BACs exists or is expected to develop.
There is currently no active trading market for the BACs. Accordingly, limited partners may be unable to sell their BACs or may have to sell BACs at a discount. Limited partners should consider their BACs to be a long-term investment.
Investors may realize taxable gain on sale or disposition of BACs.
Upon the sale or other taxable disposition of BACs, investors will realize taxable income to the extent that their allocable share of the non-recourse mortgage indebtedness on the apartment complexes, together with the money they receive from the sale of the BACs, is greater than the original cost of their BACs. This realized taxable income is reduced to the extent that investors have suspended passive losses or credits. It is possible that the sale of BACs may not generate enough cash to pay the tax obligations arising from the sale.
Investors may have tax liability in excess of cash.
Investors eventually may be allocated profits for tax purposes which exceed any cash distributed to them. For this tax liability, the investor will have to pay federal income tax without a corresponding cash distribution. Similarly, in the event of a sale or foreclosure of an apartment complex or a sale of BACs, an investor may be allocated taxable income, resulting in tax liability, in excess of any cash distributed to him or her as a result of such event.
Investors may not receive cash if apartment complexes are sold.
There is no assurance that investors will receive any cash distributions from the sale or refinancing of an apartment complex. The price at which an apartment complex is sold may not be large enough to pay the mortgage and other expenses which must be paid at such time. Even if there are net cash proceeds from a sale, expenses such as accrued Fund management fees and unpaid loans will be deducted pursuant to Section 4.02(a) of the Fund Agreement. If any of these events happen, investors will not get all of their investment back, and the only benefit from an investment will be the tax credits received.
4
The sale or refinancing of the apartment complexes is dependent upon the following material factors:
- The necessity of obtaining the consent of the operating general partners;
- The necessity of obtaining the approval of any governmental agency(ies) providing government assistance to the apartment complex; and
- The uncertainty of the market.
Any sale may occur well after the fifteen-year federal housing tax credit compliance period.
We have insufficient sources of cash to pay our existing liabilities.
We currently do not have sufficient cash resources to satisfy our financial liabilities. Furthermore, we do not anticipate that we will have sufficient available cash to pay our future financial liabilities. Substantially all of our existing liabilities are payable to our general partner and its affiliates. Though the amounts payable to the general partner and its affiliates are contractually currently payable, we do not believe that the general partner or its affiliates will demand immediate payment of these contractual obligations in the near term; however, there can be no assurance that this will be the case. We would be materially adversely affected if the general partner or its affiliates demanded payment in the near term of our existing contractual liabilities or suspended the provision of services to us because of our inability to satisfy these obligations. All monies currently deposited, or that will be deposited in the future, into the Fund's working capital reserves are intended to be utilized to pay our existing and future liabilities.
| Item 1B. | Unresolved Staff Comments |
Not applicable.
| Item 2. | Properties |
The Fund has acquired a limited partnership interest in 33 Operating Partnerships in three series, identified in the table set forth below. The apartment complexes owned by the Operating Partnerships are 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 designated 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." The Operating Partnerships and the respective apartment complexes are described more fully in the Prospectus. The general partner believes that there is adequate casualty insurance on the properties.
Please refer to Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a more detailed discussion of operational difficulties experienced by certain of the Operating Partnerships.
5
Boston Capital Tax Credit Fund V L.P. - Series 47
PROPERTY PROFILE AS OF MARCH 31, 2020
| Property
Name | Location | Units | Mortgage Balance as of 12/31/19 |
Acq Date | Const Comp | Qualified Occupancy 3/31/20 | Cap
Con paid thru 3/31/20 |
|||||||||||||||
| Dawn Springs Villa Apartments | London, KY | 24 | $ | 376,605 | 05/05 | 10/05 | 100 | % | $ | 591,815 | ||||||||||||
| La Maison Apartments | Lake Charles, LA | 78 | 2,112,502 | 06/04 | 12/04 | 100 | % | 2,339,767 | ||||||||||||||
| Marion Apartments | Marion, MI | 32 | 1,239,380 | 07/04 | 12/04 | 100 | % | 419,185 | ||||||||||||||
| Mayfair Park Apartments | Houston, TX | 178 | 8,002,439 | 03/04 | 07/05 | 100 | % | 2,383,449 | ||||||||||||||
| Parkland Manor Apartments | Leitchfield, KY | 74 | 1,309,614 | 07/04 | 05/05 | 100 | % | 2,656,523 | ||||||||||||||
| Sandpiper Apartments | Carrollton, AL | 52 | 1,039,515 | 04/04 | 11/04 | 100 | % | 1,819,982 | ||||||||||||||
| The Vistas Apartments | Marble Falls, TX | 124 | 4,964,696 | 03/04 | 06/05 | 100 | % | 2,153,083 | ||||||||||||||
6
Boston Capital Tax Credit Fund V L.P. - Series 48
PROPERTY PROFILE AS OF MARCH 31, 2020
| Property Name | Location | Units | Mortgage Balance as of 12/31/19 | Acq Date | Const Comp | Qualified Occupancy 3/31/20 | Cap
Con paid thru 3/31/20 | |||||||||||||||
| Contempo Apartments | Hammond, LA | 48 | $ | 1,399,540 | 08/04 | 08/05 | 100 | % | $ | 587,485 | ||||||||||||
| Greenway Place Apartments | Hopkinsville, KY | 41 | 1,270,180 | 04/04 | 03/05 | 100 | % | 1,850,391 | ||||||||||||||
| Mayfair Park Apartments | Houston, TX | 178 | 8,002,439 | 03/04 | 07/05 | 100 | % | 2,383,449 | ||||||||||||||
| The Links Apartments | Umatilla, OR | 24 | 2,070,372 | 06/04 | 11/04 | 100 | % | 707,499 | ||||||||||||||
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Boston Capital Tax Credit Fund V L.P. - Series 49
PROPERTY PROFILE AS OF MARCH 31, 2020
| Property
Name | Location | Units | Mortgage Balance as of 12/31/19 | Acq Date | Const Comp | Qualified Occupancy 3/31/20 | Cap
Con paid thru 3/31/20 | |||||||||||||||
| Bahia Palms Apartments | Laguna Vista, TX | 64 | $ | 1,239,234 | 02/05 | 07/06 | 100 | % | $ | 986,602 | ||||||||||||
| Briarwood Apartments | Kaufman, TX | 48 | 1,394,046 | 02/05 | 12/06 | 100 | % | 1,336,743 | ||||||||||||||
| Bristol Apartments | Houston, TX | 248 | 10,338,043 | 05/04 | 11/05 | 100 | % | 6,805,870 | ||||||||||||||
| Brookview I&II Apartments | Mauston, WI | 22 | 502,780 | 03/05 | 06/05 | 100 | % | 742,348 | ||||||||||||||
| Chester Townhouses | Columbia, SC | 62 | 1,600,912 | 03/06 | 11/06 | 100 | % | 566,943 | ||||||||||||||
| Columbia Senior Residences at MT. Pleasant | Atlanta, GA | 78 | 1,418,558 | 12/05 | 06/07 | 100 | % | 6,162,028 | ||||||||||||||
| Garden Grace Apartments | Owensboro, KY | 62 | 3,246,545 | 10/05 | 07/06 | 100 | % | 2,863,240 | ||||||||||||||
| La Mirage Villas Apartments | Perryton, TX | 48 | 1,440,601 | 02/05 | 12/06 | 100 | % | 1,367,398 | ||||||||||||||
| Linda Villa Apartments | Shepherdsville, KY | 32 | 753,291 | 5/05 | 10/05 | 100 | % | 1,645,392 | ||||||||||||||
| Linden’s Apartments | Shawnee, OK | 54 | 1,000,641 | 12/04 | 02/06 | 100 | % | 462,455 | ||||||||||||||
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Boston Capital Tax Credit Fund V L.P. - Series 49
PROPERTY PROFILE AS OF MARCH 31, 2020
Continued
| Property Name | Location | Units | Mortgage Balance as of 12/31/19 | Acq Date | Const Comp | Qualified Occupancy 3/31/20 | Cap
Con paid thru 3/31/20 | |||||||||||||||
| Post Oak East Apartments | Fort Worth, TX | 246 | $ | 12,049,723 | 07/04 | 05/06 | 100 | % | $ | 1,141,118 | ||||||||||||
| RenaissanceVillage | Bowling Green, KY | 34 | 487,720 | 05/05 | 05/06 | 100 | % | 2,828,268 | ||||||||||||||
| Richwood Apartments | Ash Flat, AR | 25 | 1,158,806 | 12/05 | 08/06 | 100 | % | 810,134 | ||||||||||||||
| Ridgeview Terrace Apartments | Mount Vernon,WA | 80 | 3,442,782 | 01/05 | 08/05 | 100 | % | 1,768,991 | ||||||||||||||
| Rosehill Senior Apartments Phase II | Topeka, KS | 36 | 2,180,434 | 08/04 | 04/05 | 100 | % | 2,550,156 | ||||||||||||||
| Rosewood Apartments | Lenexa, KS | 144 | 6,701,148 | 12/05 | 07/06 | 100 | % | 4,383,214 | ||||||||||||||
| Sunset Manor | Kewaunee, WI | 38 | 872,592 | 10/05 | 07/05 | 100 | % | 1,161,920 | ||||||||||||||
| The Gardens of Athens | Athens, TX | 32 | 1,336,403 | 01/05 | 12/05 | 100 | % | 1,933,414 | ||||||||||||||
| The Linden's Apartments | Bartesville, OK | 54 | 870,819 | 05/05 | 06/06 | 100 | % | 3,588,667 | ||||||||||||||
| The Vistas Apartments | Marble Falls, TX | 124 | 4,964,696 | 03/04 | 06/05 | 100 | % | 629,603 | ||||||||||||||
| Union Square Apartments | Junction City, LA | 32 | 863,972 | 02/05 | 09/05 | 100 | % | 733,891 | ||||||||||||||
| Vista Hermosa Apartments | Eagle Pass TX | 20 | 373,042 | 06/05 | 09/06 | 100 | % | 479,965 | ||||||||||||||
9
| Item 3. | Legal Proceedings |
| None. | |
| Item 4. | Mine Safety Disclosures |
| Not Applicable |
10
11
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements 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 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created 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 of this Report. 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 each Offering. Other sources of liquidity include (i) interest earned on capital contributions held pending investment or on working capital reserves, (ii) cash distributions from operations of the Operating Partnerships in which the Fund has and will invest and (iii) a line of credit. All sources of liquidity are available to meet the obligations of the Fund. The Fund does not anticipate significant cash distributions in the long or short term from operations of the Operating Partnerships.
Capital Resources
The Fund offered BACs in the Offering originally declared effective by the Securities and Exchange Commission on January 2, 2004. As of March 31, 2020 the Fund had received and accepted subscriptions for $117,777,060 representing 11,777,706 BACs from investors admitted as BAC holders in Series 47 through Series 49 of the Fund. The Fund concluded its public offering of BACs in the Fund on April 29, 2005.
(Series 47). The Fund commenced offering BACs in Series 47 on January 2, 2004. The Fund received and accepted subscriptions for $34,783,340 representing 3,478,334 BACs from investors admitted as BAC holders in Series 47. Offers and sales of BACs in Series 47 were completed and the last of the BACs in Series 47 were issued by the Fund on April 30, 2004.
During the fiscal year ended March 31, 2020, none of Series 47 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2020, proceeds from the offer and sale of BACs in Series 47 had been used to invest in 15 Operating Partnerships in an aggregate amount of $26,407,255. As of March 31, 2020, 8 of the properties has been disposed of and 7 remain. The Fund had completed payment of all installments of its capital contributions to the Operating Partnerships.
12
(Series 48). The Fund commenced offering BACs in Series 48 on May 11, 2004. The Fund received and accepted subscriptions for $22,993,720 representing 2,299,372 BACs from investors admitted as BAC holders in Series 48. Offers and sales of BACs in Series 48 were completed and the last of the BACs in Series 48 were issued by the Fund on August 12, 2004.
During the fiscal year ended March 31, 2020, none of Series 48 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2020, proceeds from the offer and sale of BACs in Series 48 had been used to invest in 11 Operating Partnerships in an aggregate amount of $17,450,063. As of March 31, 2020, 7 of the properties has been disposed of and 4 remain. The Fund had completed payment of all installments of its capital contributions to the Operating Partnerships.
(Series 49). The Fund commenced offering BACs in Series 49 on August 24, 2004. The Fund received and accepted subscriptions for $60,000,000 representing 6,000,000 BACs from investors admitted as BAC holders in Series 49. Offers and sales of BACs in Series 49 were completed and the last of the BACs in Series 49 were issued by the Fund on April 29, 2005.
During the fiscal year ended March 31, 2020, none of Series 49 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2020, proceeds from the offer and sale of BACs in Series 49 had been used to invest in 24 Operating Partnerships in an aggregate amount of $45,667,147. As of March 31, 2020, 2 of the properties has been disposed of and 22 remain. The Fund had completed payment of all installments of its capital contributions to 23 of the Operating Partnerships. Series 49 has outstanding contributions payable to 1 Operating Partnership in the amount of $101 as of March 31, 2020. The remaining contributions of $101 will be released when the Operating Partnership have achieved the conditions set forth in their partnership agreement.
Results of Operations
The Fund incurs a fund management fee to the general partner and/or its affiliates in an amount equal to 0.5% of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of partnership management and reporting fees paid by the Operating Partnerships. The annual fund management fee incurred, net of fees received, for the fiscal years ended March 31, 2020 and 2019, was $783,807, and $830,032, respectively.
The Fund's investment objectives do not include receipt of significant cash flow 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 March 31, 2020 and 2019, the average Qualified Occupancy for the series was 100%. The series had a total of 7 properties as of March 31, 2020, all of which were at 100% Qualified Occupancy.
For the tax years ended December 31, 2019 and 2018, the series, in total, generated $(817,953) and $(2,132,802), respectively in passive tax income (losses) that were passed through to the investors, and also provided $0.00 for both years in tax credits per BAC to the investors.
As of March 31, 2020 and 2019, Investments in Operating Partnerships for Series 47 was $0. Investments in Operating Partnership was affected by the way the Fund accounts for such investments, the equity method. By using the equity method, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received.
13
For the years ended March 31, 2020 and 2019, net income (loss) of the series was $50,402 and $(263,649), respectively. The major components of the current year amount were the gain on sale of the operating limited partnerships and partnership management fees.
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 was 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. 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. In January 2018, the investment partnership received additional proceeds equal to its share of the Operating Partnership’s cash in the amount of $51,515 which was returned to the cash reserves. In March 2019, the investment partnership received additional proceeds in the amount of $8,261, which was returned to the cash reserves.
In January 2019, the operating general partner of The Masters Apartments, Limited Partnership entered into an agreement to sell the property to a non-affiliated entity and the transaction closed on November 15, 2019. The sales price of the property was $7,600,000, which included the outstanding mortgage balance of approximately $6,580,000. In addition to cash proceeds from the sale, the operating/cash reserves/escrows of $182,922 were distributed after the sale, with cash proceeds to the investment partnerships of $33,766 and $33,766 for Series 47 and Series 48, respectively. Of the total proceeds received by the investment partnerships, $3,250 and $3,250 for Series 47 and Series 48, respectively, was paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $30,516 and $30,516 for Series 47 and Series 48, respectively, will be returned to cash reserves. A gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $30,516, and $30,516 for Series 47 and Series 48, respectively, as of December 31, 2019. In January 2020, the investment partnership received its share of the final reconciliation of the Operating Partnership’s cash in the amount of $16,230 and $16,230 for Series 47 and Series 48, respectively, which was returned to the cash reserves.
In March 2020, the investment general partner transferred it interest in Coleman Fountainhead Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $303,800 and cash proceeds to the investment partnerships of $20,913 and $687 for Series 47 and Series 48, respectively. Of the total proceeds received, $2,421 and $79 for Series 47 and Series 48, respectively, was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $18,492 and $608 for Series 47 and Series 48, respectively, were returned to cash reserves. A gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $18,492, and $608 for Series 47 and Series 48, respectively, as of March 31, 2020.
In September 2019, the operating general partner of Countrybrook Champaign Limited Partnership entered into an agreement to sell the property to a non-affiliated entity and the transaction closed on February 28, 2020. The sales price of the property was $7,650,000, which included the outstanding mortgage balance of approximately $5,503,217. In addition, to cash proceeds from the sale, the operating/cash reserves/escrows of $343,627 were distributed after the sale. Cash proceeds from the sale and the return to Series 47 and Series 49's share of the reserves/escrow results in a total cash payment of the investment partnership of $184,857 and $9,590 for Series 47 and Series 49, respectively. Of the total proceeds received by the investment partnerships, $6,179 and $321 for Series 47 and Series 49, respectively, will be paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $178,678 and $9,269 for Series 47 and Series 49, respectively, will be returned to cash reserves. A gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $178,678, and $9,269 for Series 47 and Series 49, respectively, as of March 31, 2020.
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In March 2020, the investment general partner transferred its interest in Hillsboro Fountainhead, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,300,646 and cash proceeds to the investment partnership of $43,200. 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 $40,700 were returned to cash reserves held by Series 47. A gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $40,700 as of March 31, 2020.
In March 2020, the investment general partner transferred its interest in Park Plaza Village Limited Partnership to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $706,605 and cash proceeds to the investment partnership of $14,000. 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 $11,500 were returned to cash reserves held by Series 47. A gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $11,500 as of March 31, 2020.
(Series 48). As of March 31, 2020 and 2019, the average Qualified Occupancy for the series was 100%. The series had a total of 4 properties as of March 31, 2020, all of which were at 100% Qualified Occupancy.
For the tax years ended December 31, 2019 and 2018, the series, in total, generated $(1,584,206) and $(3,032,762), respectively in passive tax income (losses) that were passed through to the investors, and also provided $0.00 for both years in tax credits per BAC to the investors.
As of March 31, 2020 and 2019, Investments in Operating Partnerships for Series 48 was $0. Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method. By using the equity method, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received.
For the years ended March 31, 2020 and 2019, the net income (loss) of the series was $202,017 and $(169,001), respectively. The major component of the current year amount were the gain on sale of the operating limited partnerships and partnership management fees.
In October 2019, the investment general partner transferred its interest in Wyndham-Emporia Partners, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $782,095 and cash proceeds to the investment partnership of $140,000. Of the total proceeds received, $22,400 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,000 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $110,600 were returned to cash reserves held by Series 48. A gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $110,600 as of December 31, 2019.
15
In January 2019, the operating general partner of The Masters Apartments, Limited Partnership entered into an agreement to sell the property to a non-affiliated entity and the transaction closed on November 15, 2019. The sales price of the property was $7,600,000, which included the outstanding mortgage balance of approximately $6,580,000. In addition to cash proceeds from the sale, the operating/cash reserves/escrows of $182,922 were distributed after the sale, with cash proceeds to the investment partnerships of $33,766 and $33,766 for Series 47 and Series 48, respectively. Of the total proceeds received by the investment partnerships, $3,250 and $3,250 for Series 47 and Series 48, respectively, was paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $30,516 and $30,516 for Series 47 and Series 48, respectively, will be returned to cash reserves. A gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $30,516, and $30,516 for Series 47 and Series 48, respectively, as of December 31, 2019. In January 2020, the investment partnership received its share of the final reconciliation of the Operating Partnership’s cash in the amount of $16,230 and $16,230 for Series 47 and Series 48, respectively, which was returned to the cash reserves.
In March 2020, the investment general partner transferred their interests in Coleman Fountainhead Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $303,800 and cash proceeds to the investment partnerships of $20,913 and $687 for Series 47 and Series 48, respectively. Of the total proceeds received, $2,421 and $79 for Series 47 and Series 48, respectively, was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $18,492 and $608 for Series 47 and Series 48, respectively, were returned to cash reserves. A gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $18,492, and $608 for Series 47 and Series 48, respectively, as of March 31, 2020.
In March 2020, the investment general partner transferred its interest in Colusa Avenue Apartments, A CA Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,597,211 and cash proceeds to the investment partnership of $28,500. Of the total proceeds received, $2,500 will be paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $26,000 were returned to cash reserves held by Series 48. A gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $26,000 as of March 31, 2020.
In March 2020, the investment general partner transferred its interest in Starlite Village, Limited to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,149,027 and cash proceeds to the investment partnership of $150,000. Of the total proceeds received, $6,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $143,500 were returned to cash reserves held by Series 48. A gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $143,500 as of March 31, 2020.
(Series 49). As of March 31, 2020 and 2019, the average Qualified Occupancy for the series was 100%. The series had a total of 22 properties as of March 31, 2020, all of which were at 100% Qualified Occupancy.
16
For the tax years ended December 31, 2019 and 2018, the series, in total, generated $(1,326,959) and $(1,417,257), respectively in passive income tax (losses) that were passed through to the investors and also provided $0.00 and $0.00, respectively, in tax credits per BAC to the investors.
As of March 31, 2020 and 2019, Investments in Operating Partnerships for Series 49 was $0. Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method. By using the equity method, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received.
For the years ended March 31, 2020 and 2019, the net income (loss) of the series was $(439,687) and $(486,699), respectively. The major component of the current year amount was the partnership management fees.
In September 2019, the operating general partner of Countrybrook Champaign Limited Partnership entered into an agreement to sell the property to a non-affiliated entity and the transaction closed on February 28, 2020. The sales price of the property was $7,650,000, which included the outstanding mortgage balance of approximately $5,503,217. In addition, to cash proceeds from the sale, the operating/cash reserves/escrows of $343,627 were distributed after the sale. Cash proceeds from the sale and the return to Series 47 and Series 49’s share of the reserves/escrow results in a total cash payment of the investment partnership of $184,857 and $9,590 for Series 47 and Series 49, respectively. Of the total proceeds received by the investment partnerships, $6,179 and $321 for Series 47 and Series 49, respectively, will be paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $178,678 and $9,269 for Series 47 and Series 49, respectively, will be returned to cash reserves. A gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $178,678, and $9,269 for Series 47 and Series 49, respectively, as of March 31, 2020.
In March 2020, the investment general partner transferred its interest in Meadow Glen Apartments, Limited Partnership to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,183,717 and cash proceeds to the investment partnership of $20,000. 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 $17,500 were returned to cash reserves held by Series 49. A gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $17,500 as of March 31, 2020.
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 2016, 2017 and 2018. 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.
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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 limited partner will continue to work with the operating general partner and the management company to monitor and improve operations. The operating general partner’s obligation to fund deficits under the operating deficit guaranty expired; however, the operating general partner continues to fund deficits and confirmed its commitment to continue doing so. Occupancy is averaging 92% in 2020, up from 86% in 2019. 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. (The Linden’s Apartments) is a 54-unit family property located in Shawnee, OK. The property had below breakeven operations in 2019 due to low occupancy and elevated operating expenses. Average occupancy has increased to 91% in 2020, up from 84% in 2019. The investment limited partner will continue to work with the operating general partner and the management company to monitor and improve operations. The operating general partner is under an operating deficit guarantee through the end of compliance. The 15-year low income housing tax credit compliance period with respect to Linden-Shawnee Partners, L.P. expires on December 31, 2020.
Perryton Fountainhead L.P. (La Mirage Villas Apartments) is a 48-unit family property located in Perryton, TX. Operations have been below breakeven since 2019 due to low occupancy. In 2019, the property had an average occupancy of 74%. As of March 2020, occupancy has improved to 77%. The investment limited partner will continue to work with the operating general partner to improve operations. The operating general partner’s operating deficit guarantee has expired. The 15-year low income housing tax credit compliance period with Perryton Fountainhead L.P. expires on December 31, 2021.
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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, 2020 and 2019. 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.
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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.
Change in Accounting Principle
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), as amended by subsequent Accounting Standard Updates (collectively, “ASC 606”). The Partnership adopted ASC 606 during 2019 and applied the guidance on a retrospective basis. There was no impact as a result of the adoption of ASC 606 to recognize revenue on the financial statements of the Partnership as of and for the period ended March 31, 2020.
In August 2016, the FASB issued Accounting Standards Update 2016-15 Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. The Partnership adopted the update on a retrospective basis. The effect of the adoption was the application of an accounting policy election to classify distributions received from investees using the nature of the distribution approach. The Partnership classifies distributions from tax credit investments as returns on investment because the design of the project entity is to generate tax credits and losses rather than income from operations. Application of the accounting policy election had no impact on the presentation in the statement of cash flows in the current or prior reporting periods.
20
21
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| Item 10. | Directors, Executive Officers and Corporate Governance of the Fund | |
| (a), (b), (c), (d) and (e) |
The Fund has no directors or executives officers of its own. The following biographical information is presented for the partners of the general partners and affiliates of those partners (including Boston Capital Partners, Inc. ("Boston Capital")) with principal responsibility for the Fund's affairs.
John P. Manning, age 71, is one of the two original founders of Boston Capital Corporation, which was formed in 1974. From its beginning, Boston Capital’s goal was to focus on providing equity investment capital for the development of apartment properties throughout the country. Under Mr. Manning’s leadership as CEO for the past 44 years, Boston Capital has grown into one of the largest owners/investors in apartment properties in the United States. Through a number of affiliated partnerships, Boston Capital’s present portfolio is comprised of approximately 1,556 properties with an original development cost in excess of $19.6 billion. These properties are located in all 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands and Guam. As CEO of Boston Capital, Mr. Manning continues to oversee the company’s business development goals. Capitalizing on its core competencies of tax credit investment underwriting, those business development goals include an expansion of investment capital for market rate real estate investment as well as providing mortgage financing for a limited and exclusive number of property acquisitions. Mr. Manning is a recognized leader in the housing and real estate industries, and has served on the boards of a number of national housing organizations and governmental commissions. In 1997, President Clinton appointed Mr. Manning to the President’s Export Council, a board comprised primarily of Fortune 500 CEOs that advised the President on government policies and programs that affect U.S. trade performance. He was also a Presidential appointee to the President’s Advisory Committee on the Arts. Mr. Manning serves on the boards of numerous organizations and charities including The Alliance for Business Leadership and the American Ireland Fund. Mr. Manning is also a member of the Board of Directors of Liberty Mutual Group, the parent company of Liberty Mutual Insurance Company, and sits on Liberty Mutual’s investment and compensation committees.
Mr. Manning is a graduate of Boston College.
Jeffrey H. Goldstein, age 58, directs Boston Capital’s comprehensive real estate services, which include all aspects of origination, underwriting and acquisition. As COO, Mr. Goldstein is responsible for the financial and operational areas of Boston Capital Corporation and assists in the design and implementation of business development and strategic planning objectives. Prior to assuming the role of COO, Mr. Goldstein served as Director of Acquisitions and prior to that served as Director of Asset Management. He also served as the head of the Dispositions and Special Assets Groups. With more than 30 years of experience in the real estate syndication and development industry, Mr. Goldstein has been instrumental in the diversification and expansion of Boston Capital’s businesses. Prior to joining Boston Capital in 1990, Mr. Goldstein was Manager of Finance for A.J. Lane & Co., where he was responsible for placing debt on all new construction projects and debt structure for existing apartment properties. Prior to that, he served as manager for Homeowner Financial Services, a financial consulting firm for residential and commercial properties, and worked as an analyst responsible for budgeting and forecasting for the New York City Council Finance Division. Mr. Goldstein is active in the Dana Farber Cancer Institute community, serving as a member on its Visiting Committee. Mr. Goldstein holds a BA from the University of Colorado and an MBA from Northeastern University.
23
Kevin P. Costello, age 73, directs the functions of the Boston Capital Institutional Investment business. He has led this operational area since its inception in 1992, which encompasses investment activities for corporate institutional, private proprietary and state CRA funds. All investor services and communications to Boston Capital’s corporate investors fall under his responsibility as well. Mr. Costello has over 25 years of experience in the real estate syndication and investment services industry including previous roles at Boston Capital managing the Affordable Housing Acquisition Team as well as being responsible for the structuring and distribution of conventional and tax credit private placements. Prior to the introduction of the corporate tax credit business, Mr. Costello was responsible for broker dealer due diligence and investor services for the Boston Capital public tax credit funds. He currently serves on the Executive Committee at Boston Capital. Prior to joining Boston Capital in 1987, Mr. Costello held executive positions with real estate syndication and investment services firms. Mr. Costello serves on the Board of Directors of FamilyAid Boston, whose mission is to prevent and end homelessness. He is a graduate of Stonehill College and received an MBA in Finance from the Rutgers Graduate School of Business Administration.
Marc N. Teal, age 56, oversees the operational accounting, including financial and SEC reporting, budgeting, audit and tax for Boston Capital, its affiliated entities and all Boston Capital-sponsored programs. He is also responsible for the additional oversight of internal audit, regulatory and housing compliance and information technology. Mr. Teal manages Boston Capital’s banking and borrowing relationships and directs the treasury management of all working capital reserves. He previously served as Director of Accounting and prior to that served as Vice President of Partnership Accounting. Mr. Teal has more than 27 years of finance and accounting experience. Prior to joining Boston Capital in 1990, Mr. Teal held various positions with Cabot, Cabot & Forbes, a multifaceted real estate company and Liberty Real Estate Corp. He received a BS in Accountancy from Bentley University and a Masters in Finance from Suffolk University.
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| (f) | Involvement in certain legal proceedings. |
None.
| (g) | Promoters and control persons. |
None.
| (h) and (i) | The Fund has no directors or executive officers and accordingly has no audit committee and no audit committee financial expert. The Fund is not a listed issuer as defined in Regulation 10A-3 promulgated under the Securities Exchange Act of 1934. |
Boston Capital Associates V LLC has adopted a Code of Ethics which applies to the Principal Executive Officer and Principal Financial Officer. The Code of Ethics will be provided without charge to any person who requests it. Such request should be directed to Marc N. Teal, Boston Capital Corp, One Boston Place, Suite 2100, Boston MA 02108.
| Item 11. | Executive Compensation |
(a), (b), (c), (d) and (e)
The Fund has no officers or directors and no compensation committee. However, under the terms of the Amended and Restated Agreement and Certificate of Limited Partnership of the Fund, the Fund has paid or accrued obligations to the general partner and its affiliates for the following fees during the 2020 fiscal year:
1. An annual fund management fee based on .5 percent of the aggregate cost of all apartment complexes acquired by the Operating Partnerships, less the amount of reporting fees received, has been accrued or paid to Boston Capital Asset Management Limited Partnership. The annual fund management fee charged to operations for the year ended March 31, 2020 was $783,807.
2. The Fund has reimbursed an affiliate of the general partner a total of $59,855 for amounts charged to operations during the year ended March 31, 2020. The reimbursement is for items like postage, printing, travel, and overhead allocations.
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Partner Matters |
| (a) | Security ownership of certain beneficial owners. |
As of March 31, 2020, 11,777,706 BACs had been issued.
The following Series are known to have one investor, Everest Housing, 199 South Los Robles Ave. Suite 200, Pasadena, CA 91101, with holdings in excess of 5% of the total outstanding BACs in the series.
| Series 47 | 6.16 | % | ||
| Series 48 | 6.93 | % | ||
| Series 49 | 5.64 | % |
| (b) | Security ownership of management. |
The general partner has a .25% interest in all profits, losses, credits and distributions of the Fund.
| (c) | Changes in control. |
There exists no arrangement known to the Fund the operation of which may at a subsequent date result in a change in control of the Fund. There is a provision in the Fund’s Partnership Agreement which allows, under certain circumstances, the ability to change control.
The Fund has no compensation plans under which interests in the Fund are authorized for issuance.
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
| (a) | Transactions with related persons |
The Fund has no officers or directors. However, under the terms of the Prospectus, various kinds of compensation and fees are payable to the general partner and its affiliates during the organization and operation of the Fund. Additionally, the general partner will receive distributions from the Fund if there is cash available for distribution or residual proceeds as defined in the Fund Agreement. See Note B of Notes to Financial Statements in Item 15 of this Annual Report on Form 10-K for amounts accrued or paid to the general partner and its affiliates for the period October 15, 2003 through March 31, 2020.
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| (b) | Review, Approval or Ratification of transactions with related persons. |
The Fund response to Item 13(a) is incorporated herein by reference.
| (c) | Promoters and certain control persons. |
Not applicable.
| (d) | Independence. |
The Fund has no directors.
| Item 14. | Principal Accounting Fees and Services |
Fees paid to the Fund’s independent auditors for fiscal year 2020 were comprised of the following:
| Fee Type | Series 47 | Series 48 | Series 49 | |||||||||||
| (1) | Audit Fees | $ | 17,750 | $ | 16,401 | $ | 23,149 | |||||||
| (2) | Audit Related Fees | - | - | - | ||||||||||
| (3) | Tax Fees | 6,346 | 5,605 | 9,063 | ||||||||||
| (4) | All Other Fees | 937 | 937 | 936 | ||||||||||
| Total | $ | 25,033 | $ | 22,943 | $ | 33,148 | ||||||||
Fees paid to the Fund’s independent auditors for fiscal year 2019 were comprised of the following:
| Fee Type | Series 47 | Series 48 | Series 49 | |||||||||||
| (1) | Audit Fees | $ | 19,649 | $ | 17,224 | $ | 22,902 | |||||||
| (2) | Audit Related Fees | - | - | - | ||||||||||
| (3) | Tax Fees | 6,410 | 5,450 | 8,810 | ||||||||||
| (4) | All Other Fees | 1,945 | 1,598 | 2,643 | ||||||||||
| Total | $ | 28,004 | $ | 24,272 | $ | 34,355 | ||||||||
| (5) | Audit Committee |
The Fund has no Audit Committee. All audit services and any permitted non-audit services performed by the Fund’s independent auditors are pre-approved by Boston Capital Associates V LLC.
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| Item 15. | Exhibits and Financial Statement Schedules |
| (a) 1 & 2 | Financial Statements; Filed herein as Exhibit 13 |
Boston Capital Tax Credit V L.P.; filed herein as Exhibit 13
Report of Independent Registered Public Accounting Firm
Balance Sheets, March 31, 2020 and 2019
Statements of Operations for the years ended March 31, 2020 and 2019
Statements of Changes in Partners' Capital (Deficit) for the years ended March 31, 2020 and 2019
Statements of Cash Flows for the years ended March 31, 2020 and 2019
Notes to Financial Statements, March 31, 2020 and 2019
Schedules not listed are omitted because of the absence of the conditions under which they are required or because the information is included in the financial statements or the notes thereto.
| (b) 1 | Exhibits (listed according to the number assigned in the table in Item 601 of Regulation S-K) |
Exhibit No. 3 - Organizational Documents.
Exhibit No. 4 - Instruments defining the rights of security holders, including indentures.
| d. | Description of Securities (Incorporated by reference from Exhibit 4(c) from Registrant's current report on Form 10-K as filed with the Securities and Exchange Commission on June 20, 2019). |
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Exhibit No. 10 - Material Contracts.
Exhibit No. 13 - Financial Statements.
| a. | Financial Statement of Boston Capital Tax Credit Fund V L.P.; Filed herein. |
Exhibit No. 28 - Additional exhibits.
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| i. | Agreement of Limited Partnership of Mayfair Park, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007). |
| j. | Agreement of Limited Partnership of P.D.C. Sixty, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007). |
| m. | Agreement of Limited Partnership of Parkland Manor, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007). |
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Exhibit No. 31 Certification 302
Exhibit No. 32 Certification 906
Exhibit No. 101
| The following materials from the Boston Capital Tax Credit Fund V L.P. Annual Report on Form 10-K for the period ended March 31, 2020 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Changes in Partners' Capital (Deficit), (iv) the Statements of Cash Flows and (v) related notes, filed herein | |
| Item 16. | Form 10-K Summary |
Not applicable.
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Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Fund has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Boston Capital Tax Credit Fund V L.P. | ||||
| By: | Boston Capital Associates V LLC, | |||
| General Partner | ||||
| Date: | ||||
| June 19, 2020 | By: | /s/ John P. Manning | ||
| John P. Manning | ||||
| Managing Member | ||||
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:
| DATE: | SIGNATURE: | TITLE: | ||
| June 19, 2020 | /s/ John P. Manning | Director, President (Principal Executive Officer), Boston | ||
| John P. Manning | Capital Partners II Corp.; Director, President (Principal Executive Officer) BCTC V Assignor Corp. | |||
| June 19, 2020 | /s/ Marc N. Teal | Sr. Vice President, Chief Financial Officer (Principal Financial | ||
| Marc N. Teal | and Accounting Officer), Boston Capital Partners II Corp.; Sr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) BCTC V Assignor Corp. |
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