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, 2020

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

 

BF GARDEN 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.)

 

101 Arch Street, 13^th Floor Boston, Massachusetts  02110
(Address of principal executive offices)  (Zip Code)

 

                                   (888) 773-1487                                   

(Registrant’s telephone number, including area code)

 

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

 

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ¨

No x

 

 

BF GARDEN TAX CREDIT FUND V L.P.

 

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 31, 2020

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION
			Pages
	Item 1. Condensed Financial Statements
		Condensed Balance Sheets	3-6
		Condensed Statements of Operations	7-14
		Condensed Statements of Changes in  Partners' Capital (Deficit)	15-18
		Condensed Statements of Cash Flows	19-22
		Notes to Condensed Financial  Statements	23-31
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of  Operations		32-39
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		40
	Item 4. Controls and Procedures		40
PART II - OTHER INFORMATION
	Item 1. Legal Proceedings		41
	Item 1A. Risk Factors		41
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		41
	Item 3. Defaults Upon Senior Securities		41
	Item 4. Mine Safety Disclosures		41
	Item 5. Other Information		41
	Item 6. Exhibits		41
	Signatures		42

 

 

BF Garden Tax Credit Fund V L.P.

 

CONDENSED BALANCE SHEETS

(Unaudited)

 

		December 31,  2020				March 31,  2020
ASSETS
INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)		$	-			$	-
OTHER ASSETS
Cash and cash equivalents			887,605				1,220,750
Other assets			6,411				106,411
		$	894,016			$	1,327,161
LIABILITIES
Accounts payable and accrued expenses		$	4,500			$	9,343
Accounts payable affiliates (Note C)			8,714,653				9,053,594
Capital contributions payable			101				101
			8,719,254				9,063,038
PARTNERS' CAPITAL (DEFICIT)
Assignees
Units of limited partnership interest, $10 stated value per BAC; 15,500,000 authorized BACs; 11,777,706 issued and 11,736,806 outstanding as of December 31, 2020 and March 31, 2020.			(7,544,472	)			(7,455,334	)
General Partner			(280,766	)			(280,543	)
			(7,825,238	)			(7,735,877	)
		$	894,016			$	1,327,161

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED BALANCE SHEETS

(Unaudited)

 

Series 47

 

		December 31, 2020				March 31, 2020
ASSETS
INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)		$	-			$	-
OTHER ASSETS
Cash and cash equivalents			283,617				496,126
Other assets			-				-
		$	283,617			$	496,126
LIABILITIES
Accounts payable and accrued expenses		$	2,500			$	6,179
Accounts payable affiliates (Note C)			2,955,622				3,386,708
Capital contributions payable			-				-
			2,958,122				3,392,887
PARTNERS' CAPITAL (DEFICIT)
Assignees
Units of limited partnership interest, $10 stated value per BAC; 15,500,000 authorized BACs; 3,478,334 issued and 3,467,934 outstanding as of December 31, 2020 and March 31, 2020.			(2,591,111	)			(2,812,811	)
General Partner			(83,394	)			(83,950	)
			(2,674,505	)			(2,896,761	)
		$	283,617			$	496,126

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.
 

CONDENSED BALANCE SHEETS

(Unaudited)
 

Series 48

 

		December 31, 2020				March 31, 2020
ASSETS
INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)		$	-			$	-
OTHER ASSETS
Cash and cash equivalents			228,973				398,271
Other assets			-				-
		$	228,973			$	398,271
LIABILITIES
Accounts payable and accrued expenses		$	2,000			$	2,500
Accounts payable affiliates (Note C)			1,677,923				1,834,383
Capital contributions payable			-				-
			1,679,923				1,836,883
PARTNERS' CAPITAL (DEFICIT)
Assignees
Units of limited partnership interest, $10 stated value per BAC; 15,500,000 authorized BACs; 2,299,372 issued and 2,284,372 outstanding as of December 31, 2020 and March 31, 2020.			(1,396,560	)			(1,384,253	)
General Partner			(54,390	)			(54,359	)
			(1,450,950	)			(1,438,612	)
		$	228,973			$	398,271

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED BALANCE SHEETS

(Unaudited)

 

Series 49

 

		December 31,  2020				March 31,  2020
ASSETS
INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)		$	-			$	-
OTHER ASSETS
Cash and cash equivalents			375,015				326,353
Other assets			6,411				106,411
		$	381,426			$	432,764
LIABILITIES
Accounts payable and accrued expenses		$	-			$	664
Accounts payable affiliates (Note C)			4,081,108				3,832,503
Capital contributions payable			101				101
			4,081,209				3,833,268
PARTNERS' CAPITAL (DEFICIT)
Assignees
Units of limited partnership interest, $10 stated value per BAC; 15,500,000 authorized BACs; 6,000,000 issued and 5,984,500 outstanding as of December 31, 2020 and March 31, 2020.			(3,556,801	)			(3,258,270	)
General Partner			(142,982	)			(142,234	)
			(3,699,783	)			(3,400,504	)
		$	381,426			$	432,764

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)

 

		2020				2019
Income
Interest income		$	328			$	2,326
Other income			37,118				43,772
			37,446				46,098
Gain on sale of operating limited partnerships			36,089				171,632
Expenses
Professional fees			20,869				17,833
Fund management fee, net (Note C)			155,597				175,872
General and administrative expenses			15,391				34,851
			191,857				228,556
NET INCOME (LOSS)		$	(118,322	)		$	(10,826	)
Net income (loss) allocated to assignees		$	(118,027	)		$	(10,800	)
Net income (loss) allocated to general partner		$	(295	)		$	(26	)
Net income (loss) per BAC		$	(.01	)		$	(.00	)

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)

Series 47
 

		2020				2019
Income
Interest income		$	127			$	671
Other income			10,512				9,414
			10,639				10,085
Gain on sale of operating limited partnerships			7,690				30,516
Expenses
Professional fees			5,806				2,366
Fund management fee, net (Note C)			26,724				62,652
General and administrative expenses			4,742				10,546
			37,272				75,564
NET INCOME (LOSS)		$	(18,943	)		$	(34,963	)
Net income (loss) allocated to assignees		$	(18,896	)		$	(34,876	)
Net income (loss) allocated to general partner		$	(47	)		$	(87	)
Net income (loss) per BAC		$	(.01	)		$	(.01	)

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)

Series 48
 

		2020				2019
Income
Interest income		$	87			$	839
Other income			10,513				5,456
			10,600				6,295
Gain on sale of operating limited partnerships			28,000				141,116
Expenses
Professional fees			5,141				2,892
Fund management fee, net (Note C)			12,291				12,319
General and administrative expenses			3,581				7,820
			21,013				23,031
NET INCOME (LOSS)		$	17,587			$	124,380
Net income (loss) allocated to assignees		$	17,543			$	124,069
Net income (loss) allocated to general partner		$	44			$	311
Net income (loss) per BAC		$	.01			$	.05

 

The accompanying notes are an integral part of these condensed statements

 

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)

Series 49

 

		2020				2019
Income
Interest income		$	114			$	816
Other income			16,093				28,902
			16,207				29,718
Gain on sale of operating limited partnerships			399				-
Expenses
Professional fees			9,922				12,575
Fund management fee, net (Note C)			116,582				100,901
General and administrative expenses			7,068				16,485
			133,572				129,961
NET INCOME (LOSS)		$	(116,966	)		$	(100,243	)
Net income (loss) allocated to assignees		$	(116,674	)		$	(99,993	)
Net income (loss) allocated to general partner		$	(292	)		$	(250	)
Net income (loss) per BAC		$	(.01	)		$	(.02	)

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)

 

		2020				2019
Income
Interest income		$	2,922			$	5,945
Other income			59,062				64,170
			61,984				70,115
Gain on sale of operating limited partnerships			505,489				171,632
Expenses
Professional fees			115,797				93,366
Fund management fee, net (Note C)			481,424				590,931
General and administrative expenses			59,613				73,230
			656,834				757,527
NET INCOME (LOSS)		$	(89,361	)		$	(515,780	)
Net income (loss) allocated to assignees		$	(89,138	)		$	(514,491	)
Net income (loss) allocated to general partner		$	(223	)		$	(1,289	)
Net income (loss) per BAC		$	(.01	)		$	(.04	)

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)

Series 47

 

		2020				2019
Income
Interest income		$	988			$	1,912
Other income			13,413				14,760
			14,401				16,672
Gain on sale of operating limited partnerships			348,308				30,516
Expenses
Professional fees			30,541				25,435
Fund management fee, net (Note C)			90,650				176,004
General and administrative expenses			19,262				22,679
			140,453				224,118
NET INCOME (LOSS)		$	222,256			$	(176,930	)
Net income (loss) allocated to assignees		$	221,700			$	(176,488	)
Net income (loss) allocated to general partner		$	556			$	(442	)
Net income (loss) per BAC		$	.06			$	(.05	)

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)

Series 48

 

		2020				2019
Income
Interest income		$	1,047			$	1,882
Other income			11,944				9,106
			12,991				10,988
Gain on sale of operating limited partnerships			61,500				141,116
Expenses
Professional fees			27,955				24,172
Fund management fee, net (Note C)			41,790				82,170
General and administrative expenses			17,084				18,547
			86,829				124,889
NET INCOME (LOSS)		$	(12,338	)		$	27,215
Net income (loss) allocated to assignees		$	(12,307	)		$	27,147
Net income (loss) allocated to general partner		$	(31	)		$	68
Net income (loss) per BAC		$	(.01	)		$	.01

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)

Series 49

 

		2020				2019
Income
Interest income		$	887			$	2,151
Other income			33,705				40,304
			34,592				42,455
Gain on sale of operating limited partnerships			95,681				-
Expenses
Professional fees			57,301				43,759
Fund management fee, net (Note C)			348,984				332,757
General and administrative expenses			23,267				32,004
			429,552				408,520
NET INCOME (LOSS)		$	(299,279	)		$	(366,065	)
Net income (loss) allocated to assignees		$	(298,531	)		$	(365,150	)
Net income (loss) allocated to general partner		$	(748	)		$	(915	)
Net income (loss) per BAC		$	(.05	)		$	(.06	)

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Nine Months Ended December 31, 2020 and 2019
(Unaudited)

 

		Assignees				General partner				Total
Total
Partners' capital (deficit) April 1, 2020		$	(7,455,334	)		$	(280,543	)		$	(7,735,877	)
Net income (loss)			(189,398	)			(475	)			(189,873	)
Partners' capital (deficit), June 30, 2020			(7,644,732	)			(281,018	)			(7,925,750	)
Net income (loss)			218,287				547				218,834
Partners' capital (deficit), September 30, 2020			(7,426,445	)			(280,471	)			(7,706,916	)
Net income (loss)			(118,027	)			(295	)			(118,322	)
Partners' capital (deficit), December 31, 2020		$	(7,544,472	)		$	(280,766	)		$	(7,825,238	)

 

		Assignees				General partner				Total
Total
Partners' capital (deficit) April 1, 2019		$	(7,268,534	)		$	(280,075	)		$	(7,548,609	)
Net income (loss)			(206,534	)			(518	)			(207,052	)
Partners' capital (deficit), June 30, 2019			(7,475,068	)			(280,593	)			(7,755,661	)
Net income (loss)			(297,157	)			(745	)			(297,902	)
Partners' capital (deficit), September 30, 2019			(7,772,225	)			(281,338	)			(8,053,563	)
Net income (loss)			(10,800	)			(26	)			(10,826	)
Partners' capital (deficit), December 31, 2019		$	(7,783,025	)		$	(281,364	)		$	(8,064,389	)

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Nine Months Ended December 31, 2020 and 2019
(Unaudited)

 

		Assignees				General  partner				Total
Series 47
Partners' capital (deficit) April 1, 2020		$	(2,812,811	)		$	(83,950	)		$	(2,896,761	)
Net income (loss)			(50,595	)			(127	)			(50,722	)
Partners' capital (deficit), June 30, 2020			(2,863,406	)			(84,077	)			(2,947,483	)
Net income (loss)			291,191				730				291,921
Partners' capital (deficit), September 30, 2020			(2,572,215	)			(83,347	)			(2,655,562	)
Net income (loss)			(18,896	)			(47	)			(18,943	)
Partners' capital (deficit), December 31, 2020		$	(2,591,111	)		$	(83,394	)		$	(2,674,505	)

 

		Assignees				General  partner				Total
Series 47
Partners' capital (deficit) April 1, 2019		$	(2,863,087	)		$	(84,076	)		$	(2,947,163	)
Net income (loss)			(57,317	)			(144	)			(57,461	)
Partners' capital (deficit), June 30, 2019			(2,920,404	)			(84,220	)			(3,004,624	)
Net income (loss)			(84,295	)			(211	)			(84,506	)
Partners' capital (deficit), September 30, 2019			(3,004,699	)			(84,431	)			(3,089,130	)
Net income (loss)			(34,876	)			(87	)			(34,963	)
Partners' capital (deficit), December 31, 2019		$	(3,039,575	)		$	(84,518	)		$	(3,124,093	)

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Nine Months Ended December 31, 2020 and 2019
(Unaudited)

 

		Assignees				General  partner				Total
Series 48
Partners' capital (deficit) April 1, 2020		$	(1,384,253	)		$	(54,359	)		$	(1,438,612	)
Net income (loss)			2,511				6				2,517
Partners' capital (deficit), June 30, 2020			(1,381,742	)			(54,353	)			(1,436,095	)
Net income (loss)			(32,361	)			(81	)			(32,442	)
Partners' capital (deficit), September 30, 2020			(1,414,103	)			(54,434	)			(1,468,537	)
Net income (loss)			17,543				44				17,587
Partners' capital (deficit), December 31, 2020		$	(1,396,560	)		$	(54,390	)		$	(1,450,950	)

 

		Assignees				General  partner				Total
Series 48
Partners' capital (deficit) April 1, 2019		$	(1,585,765	)		$	(54,864	)		$	(1,640,629	)
Net income (loss)			(34,987	)			(88	)			(35,075	)
Partners' capital (deficit), June 30, 2019			(1,620,752	)			(54,952	)			(1,675,704	)
Net income (loss)			(61,935	)			(155	)			(62,090	)
Partners' capital (deficit), September 30, 2019			(1,682,687	)			(55,107	)			(1,737,794	)
Net income (loss)			124,069				311				124,380
Partners' capital (deficit), December 31, 2019		$	(1,558,618	)		$	(54,796	)		$	(1,613,414	)

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Nine Months Ended December 31, 2020 and 2019
(Unaudited)

 

		Assignees				General partner				Total
Series 49
Partners' capital (deficit) April 1, 2020		$	(3,258,270	)		$	(142,234	)		$	(3,400,504	)
Net income (loss)			(141,314	)			(354	)			(141,668	)
Partners' capital (deficit), June 30, 2020			(3,399,584	)			(142,588	)			(3,542,172	)
Net income (loss)			(40,543	)			(102	)			(40,645	)
Partners' capital (deficit), September 30, 2020			(3,440,127	)			(142,690	)			(3,582,817	)
Net income (loss)			(116,674	)			(292	)			(116,966	)
Partners' capital (deficit), December 31, 2020		$	(3,556,801	)		$	(142,982	)		$	(3,699,783	)

 

		Assignees				General partner				Total
Series 49
Partners' capital (deficit) April 1, 2019		$	(2,819,682	)		$	(141,135	)		$	(2,960,817	)
Net income (loss)			(114,230	)			(286	)			(114,516	)
Partners' capital (deficit), June 30, 2019			(2,933,912	)			(141,421	)			(3,075,333	)
Net income (loss)			(150,927	)			(379	)			(151,306	)
Partners' capital (deficit), September 30, 2019			(3,084,839	)			(141,800	)			(3,226,639	)
Net income (loss)			(99,993	)			(250	)			(100,243	)
Partners' capital (deficit), December 31, 2019		$	(3,184,832	)		$	(142,050	)		$	(3,326,882	)

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

 

CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)

 

		2020				2019
Cash flows from operating activities:
Net income (loss)		$	(89,361	)		$	(515,780	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Gain on sale of operating limited partnerships			(505,489	)			(171,632	)
Changes in assets and liabilities
Decrease in other assets			100,000				-
Increase (Decrease) in accounts payable and accrued expenses			(4,843	)			6,500
Increase (Decrease) in accounts payable affiliates			(338,941	)			686,173
Net cash provided by (used in) operating activities			(838,634	)			5,261
Cash flows from investing activities:
Proceeds from the disposition of Operating Partnerships			505,489				171,632
Net cash provided by investing activities			505,489				171,632
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(333,145	)			176,893
Cash and cash equivalents, beginning			1,220,750				707,501
Cash and cash equivalents, ending		$	887,605			$	884,394

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)

Series 47

 

		2020				2019
Cash flows from operating activities:
Net income (loss)		$	222,256			$	(176,930	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Gain on sale of operating limited partnerships			(348,308	)			(30,516	)
Changes in assets and liabilities
Decrease in other assets			-				-
Increase (Decrease) in accounts payable and accrued expenses			(3,679	)			3,250
Increase (Decrease) in accounts payable affiliates			(431,086	)			187,956
Net cash provided by (used in) operating activities			(560,817	)			(16,240	)
Cash flows from investing activities:
Proceeds from the disposition of Operating Partnerships			348,308				30,516
Net cash provided by investing activities			348,308				30,516
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(212,509	)			14,276
Cash and cash equivalents, beginning			496,126				243,174
Cash and cash equivalents, ending		$	283,617			$	257,450

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)

Series 48

 

		2020				2019
Cash flows from operating activities:
Net income (loss)		$	(12,338	)		$	27,215
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Gain on sale of operating limited partnerships			(61,500	)			(141,116	)
Changes in assets and liabilities
Decrease in other assets			-				-
Increase (Decrease) in accounts payable and accrued expenses			(500	)			3,250
Increase (Decrease) in accounts payable affiliates			(156,460	)			114,889
Net cash provided by (used in) operating activities			(230,798	)			4,238
Cash flows from investing activities:
Proceeds from the disposition of Operating Partnerships			61,500				141,116
Net cash provided by investing activities			61,500				141,116
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(169,298	)			145,354
Cash and cash equivalents, beginning			398,271				209,712
Cash and cash equivalents, ending		$	228,973			$	355,066

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)

Series 49

 

		2020				2019
Cash flows from operating activities:
Net income (loss)		$	(299,279	)		$	(366,065	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Gain on sale of operating limited partnerships			(95,681	)			-
Changes in assets and liabilities
Decrease in other assets			100,000				-
Increase (Decrease) in accounts payable and accrued expenses			(664	)			-
Increase (Decrease) in accounts payable affiliates			248,605				383,328
Net cash provided by (used in) operating activities			(47,019	)			17,263
Cash flows from investing activities:
Proceeds from the disposition of Operating Partnerships			95,681				-
Net cash provided by investing activities			95,681				-
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			48,662				17,263
Cash and cash equivalents, beginning			326,353				254,615
Cash and cash equivalents, ending		$	375,015			$	271,878

 

The accompanying notes are an integral part of these condensed statements

 

 

BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS
December 31, 2020
(Unaudited)

NOTE A – ORGANIZATION

 

BF Garden Tax Credit Fund V L.P. (formerly known as 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"). Effective as of December 15, 2020, Corporate Investment Holdings, Inc., a Massachusetts corporation owned by BF Garden Companion Limited Partnership, a Massachusetts limited partnership formerly known as Boston Capital Companion Limited Partnership (“Companion”), replaced John P. Manning as the sole manager of the Fund’s general partner, BF Garden Associates V L.L.C., a Delaware limited liability company formerly known as Boston Capital Associates V L.L.C., and became the sole member of the Fund’s general partner. Also effective as of December 15, 2020, BFBC Holdings GP, LLC, a Delaware limited liability company and an affiliate of Boston Financial Investment Management, LP, a Delaware limited partnership (“BFIM”), replaced Boston Capital Partners II Corporation as the general partner of Companion; and BFIM replaced Boston Capital Companion Holdings Limited Partnership as the sole limited partner of Companion. The assignor limited partner of the Fund continues to be BCTC V Assignor Corp., a Delaware corporation which is now wholly owned by Companion.

 

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, 2020, 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, 2020:

 

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.

 

 

BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS – CONTINUED
December 31, 2020
(Unaudited)

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements herein as of December 31, 2020 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, 2020.

 

 

BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS – CONTINUED
December 31, 2020
(Unaudited)

 

NOTE C - RELATED PARTY TRANSACTIONS
 

The Fund originally incurred a fund management fee to Boston Capital Asset Management Limited Partnership, an affiliate of the general partner, prior to the sale as disclosed in Note A. As part of the sale disclosed in Note A, the fund management fee is now assigned BF Garden Companion Limited Partnership, a Massachusetts limited partnership formerly known as Boston Capital Companion Limited Partnership (“Companion”) and an affiliate of the general partner, in an annual fund management fee of .5 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships. The obligation that had been accrued to Boston Capital Asset Management Limited Partnership was transferred to Companion as disclosed in Note A. Since reporting fees collected by the various series were added to reserves and not paid, the amounts accrued are not net of reporting fees received. The fund management fees accrued for the quarters ended December 31, 2020 and 2019, are as follows:

 

				2020				2019
	Series 47			$	26,724			$	62,652
	Series 48				12,291				37,219
	Series 49				116,582				127,776
	Total			$	155,597			$	227,647

 

The fund management fees paid for the nine months ended December 31, 2020 and 2019 are as follows:

		2020				2019
Series 47		$	526,986			$	-
Series 48			205,000				-
Series 49			122,450				-
Total		$	854,436			$	-

 

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

 

At December 31, 2020 and 2019, the Fund had limited partnership interests in 28 and 42 Operating Partnerships, respectively, which own or are constructing apartment complexes. The breakdown of Operating Partnerships within the Fund at December 31, 2020 and 2019 is as follows:

 

		2020				2019
Series 47			5				11
Series 48			2				7
Series 49			21				24
Total			28				42

 

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.

 

 

BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS – CONTINUED
December 31, 2020
(Unaudited)

 

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS - (continued)

 

During the nine months ended December 31, 2020, the Fund disposed of five Operating Partnerships. A summary of the dispositions by Series for the period ended December 31, 2020 is as follows:

 

		Operating Partnership Interest Transferred				Sale of Underlying Operating Partnership				Partnership Proceeds from Disposition				Gain/(Loss) on Disposition
Series 47			2				-			$	348,308			$	348,308
Series 48			2				-				61,500				61,500
Series 49			1				-				95,681				95,681
Total			5				-			$	505,489			$	505,489

 

During the nine months ended December 31, 2019, the Fund disposed of three Operating Partnerships. A summary of the dispositions by Series for the period ended December 31, 2019 is as follows:

 

		Operating Partnership Interest Transferred				Sale of Underlying Operating Partnership				Partnership Proceeds from Disposition				Gain/(Loss) on Disposition
Series 47			-				1			$	30,516			$	30,516
Series 48			1				1				141,116				141,116
Series 49			-				-				-				-
Total			1				2			$	171,632			$	171,632

 

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, 2020.

 

 

BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS – CONTINUED
December 31, 2020
(Unaudited)

 

NOTE D - INVESTMENT IN OPERATING PARTNERSHIPS - (continued)

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

 

Total

 

		2020				2019
Revenues
Rental		$	10,225,130			$	13,029,622
Interest and other			426,587				255,197
			10,651,717				13,284,819
Expenses
Interest			1,297,562				1,869,529
Depreciation and amortization			2,568,725				3,381,025
Operating expenses			7,360,204				9,488,051
			11,226,491				14,738,605
NET INCOME (LOSS)		$	(574,774	)		$	(1,453,786	)
Net Income (loss) allocated to BF Garden Tax Credit Fund V L.P.		$	(569,026	)		$	(1,439,249	)
Net Income (loss) allocated to other Partners		$	(5,748	)		$	(14,537	)

 

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.

 

 

BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS – CONTINUED
December 31, 2020
(Unaudited)

NOTE D - INVESTMENT IN OPERATING PARTNERSHIPS - (continued)
 

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

 

Series 47

 

		2020				2019
Revenues
Rental		$	1,911,282			$	3,860,219
Interest and other			133,697				51,296
			2,044,979				3,911,515
Expenses
Interest			213,241				539,432
Depreciation and amortization			418,369				831,606
Operating expenses			1,414,733				2,886,400
			2,046,343				4,257,438
NET INCOME (LOSS)		$	(1,364	)		$	(345,923	)
Net Income (loss) allocated to BF Garden Tax Credit Fund V L.P.		$	(1,350	)		$	(342,464	)
Net Income (loss) allocated to other Partners		$	(14	)		$	(3,459	)

 

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.

 

 

BF Garden Tax Credit Fund V L.P.

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2020
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

 

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

 

Series 48

 

		2020				2019
Revenues
Rental		$	963,991			$	1,714,786
Interest and other			18,614				28,443
			982,605				1,743,229
Expenses
Interest			90,030				214,581
Depreciation and amortization			182,393				425,126
Operating expenses			683,474				1,249,939
			955,897				1,889,646
NET INCOME (LOSS)		$	26,708			$	(146,417	)
Net Income (loss) allocated to BF Garden Tax Credit Fund V L.P.		$	26,441			$	(144,953	)
Net Income (loss) allocated to other Partners		$	267			$	(1,464	)

 

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.

 

 

BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2020
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

 

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

 

Series 49

 

		2020				2019
Revenues
Rental		$	7,349,857			$	7,454,617
Interest and other			274,276				175,458
			7,624,133				7,630,075
Expenses
Interest			994,291				1,115,516
Depreciation and amortization			1,967,963				2,124,293
Operating expenses			5,261,997				5,351,712
			8,224,251				8,591,521
NET INCOME (LOSS)		$	(600,118	)		$	(961,446	)
Net Income (loss) allocated to BF Garden Tax Credit Fund V L.P.		$	(594,117	)		$	(951,832	)
Net Income (loss) allocated to other Partners		$	(6,001	)		$	(9,614	)

 

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.

 

 

BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2020
(Unaudited)

 

NOTE E - TAXABLE LOSS

 

The Fund's taxable loss 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 2016 remain open.

 

NOTE G - CONTINGENCY

 

The spread of a novel strain of coronavirus (COVID-19) has caused significant business disruptions in the United States beginning February 2020.  The economic impact of the business disruptions caused by COVID-19 is uncertain. The extent of any effects these disruptions may have on the operations and financial performance of the Partnership will depend on future developments, including possible impacts on the operations of the underlying real estate of its investments, which cannot be determined.

 

NOTE H - 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.

 

The COVID-19 pandemic as describe in Note G continues to be widespread globally and domestically in the United States. The Fund is not able to estimate the length or severity of the pandemic and its related financial impact to the Fund, if any.

 

 

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, 2020. 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.

 

BF Garden Tax Credit Fund V L.P., a Delaware limited partnership formerly known as Boston Capital Tax Credit Fund V L.P. (the “Fund”), was organized as of October 15, 2003 to invest as a limited partner in operating partnerships (the “Operating Partnerships”), each of which owns or leases and operates an apartment complex exclusively or partially for low- and moderate-income tenants. Effective as of December 15, 2020, Corporate Investment Holdings, Inc., a Massachusetts corporation owned by BF Garden Companion Limited Partnership, a Massachusetts limited partnership formerly known as Boston Capital Companion Limited Partnership (“Companion”), replaced John P. Manning as the sole manager of the Fund’s general partner, BF Garden Associates V L.L.C., a Delaware limited liability company formerly known as Boston Capital Associates V L.L.C., and became the sole member of the Fund’s General Partner. Also effective as of December 15, 2020, BFBC Holdings GP, LLC, a Delaware limited liability company and an affiliate of Boston Financial Investment Management, LP, a Delaware limited partnership (“BFIM”), replaced Boston Capital Partners II Corporation as the general partner of Companion; and BFIM replaced Boston Capital Companion Holdings Limited Partnership as the sole limited partner of Companion. The assignor limited partner of the Fund continues to be BCTC V Assignor Corp., a Delaware corporation which is now wholly owned by Companion.

 

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, 2020 were $155,597 and total fund management fees accrued as of December 31, 2020 were $8,714,653. During the quarter ended December 31, 2020, $666,489 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, 2020.

 

 

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 10 of the Operating Partnerships and 5 remain.

 

During the quarter ended December 31, 2020, 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 9 of the Operating Partnerships and 2 remain.

 

During the quarter ended December 31, 2020, 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. Series 49 has since sold its interest in 3 of the Operating Partnerships and 21 remain.

 

During the quarter ended December 31, 2020, 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, 2020. 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, 2020, the Fund held limited partnership interests in 28 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 originally incurred a fund management fee to Boston Capital Asset Management Limited Partnership, an affiliate of the original general partner. As part of the sale disclosed in Note A, the fund management fee is now with BF Garden Companion Limited Partnership (formerly known as Boston Capital Companion Limited Partnership), an affiliate of the general partner, in an annual fund management fee of.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, 2020 are as follows:

 

 

		3 Months Gross Fund Management Fee				3 Months Reporting Fee				3 Months Fund Management Fee Net of Reporting Fee
Series 47		$	26,724			$	-			$	26,724
Series 48			14,091				1,800				12,291
Series 49			122,577				5,995				116,582
		$	163,392			$	7,795			$	155,597

 

		9 Months Gross Fund Management Fee				9 Months Reporting Fee				9 Months Fund Management Fee Net of Reporting Fee
Series 47		$	95,900			$	5,250			$	90,650
Series 48			48,540				6,750				41,790
Series 49			371,055				22,071				348,984
		$	515,495			$	34,071			$	481,424

 

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, 2020 and 2019, the average Qualified Occupancy was 100%. The series had a total of 5 properties at December 31, 2020, all of which were at 100% Qualified Occupancy.

 

For the nine month periods ended December 31, 2020 and 2019, Series 47 reflects a net loss from Operating Partnerships of $(1,364) and $(345,923), respectively, which includes depreciation and amortization of $418,369 and $831,606, respectively. This is an interim period estimate; it is not indicative of the final year-end results.

 

In November 2019, the operating general partner of The Masters Apartments, Limited Partnership entered into an agreement to sell the property, 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, 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, with 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, 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 February 2020, the operating general partner of Countrybrook Champaign Limited Partnership entered into an agreement to sell the property, with cash proceeds to the investment partnerships 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, was 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, 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. The Operating Partnership received additional proceeds in the amount of $7,690, and $399 for Series 47 and Series 49, respectively, as of December 31, 2020.

 

 

In March 2020, the investment general partner transferred its interest in Hillsboro Fountainhead, Limited Partnership, with 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, 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, with 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, net of the overhead and expense reimbursement, has been recorded in the amount of $11,500 as of March 31, 2020.

 

In July 2020, the investment general partners transferred their respective interests in Marble Falls Vistas Apartments, Limited Partnership, with cash proceeds to the investment partnerships of $332,681 and $97,319 for Series 47 and Series 49, respectively. Of the total proceeds received, $6,963 and $2,037 for Series 47 and Series 49, respectively, was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $325,718 and $95,282 were returned to cash reserves held by Series 47 and Series 49, respectively. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $325,718 and $95,282 for Series 47 and Series 49, respectively as of December 31, 2020.

 

In September 2020, the investment general partner transferred its interest Marion Apartments – Osceola Limited Partnership, with cash proceeds to the investment partnership of $17,400 of the total proceeds received, $2,500 will be paid for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $14,900 were returned to cash reserves held by Series 47. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $14,900 as of December 31, 2020.

 

Series 48

 

As of December 31, 2020 and 2019, the average Qualified Occupancy was 100%. The series had a total of 2 properties at December 31, 2020, all of which were at 100% Qualified Occupancy.

 

For the nine month periods ended December 31, 2020 and 2019, Series 48 reflects a net income (loss) from Operating Partnerships of $26,708 and $(146,417), respectively, which includes depreciation and amortization of $182,393 and $425,126, respectively. This is an interim period estimate; it is not indicative of the final year-end results.

 

In October 2019, the investment general partner transferred its interest in Wyndham-Emporia Partners, Limited Partnership, with 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, net of the overhead and expense reimbursement, has been recorded in the amount of $110,600 as of December 31, 2019.

 

 

In November 2019, the operating general partner of The Masters Apartments, Limited Partnership entered into an agreement to sell the property, 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, 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, with 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, 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, with cash proceeds to the investment partnership of $28,500. 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 $26,000 were returned to cash reserves held by Series 48. A gain on the transfer of the Operating Partnership, 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, with 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, net of the overhead and expense reimbursement, has been recorded in the amount of $143,500 as of March 31, 2020.

 

In June 2020, the investment general partner transferred its interest in P.D.C. Sixty Limited Partnership, with cash proceeds to the investment partnership of $40,000. 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 $33,500 were returned to cash reserves held by Series 48. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $33,500 as of June 30, 2020.

 

In November 2020, the investment general partner transferred its interest in Umatilla Links Associates Limited Partnership, with cash proceeds to the investment partnership of $30,000. Of the total proceeds received, $2,000 will be paid for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $28,000 were returned to cash reserves held by Series 48. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $28,000 as of December 31, 2020.

 

 

Series 49

 

As of December 31, 2020 and 2019, the average Qualified Occupancy was 100%. The series had a total of 21 properties at December 31, 2020, all of which were at 100% Qualified Occupancy.

 

For the nine month periods ended December 31, 2020 and 2019, Series 49 reflects a net loss from Operating Partnerships of $(600,118) and $(961,446), respectively, which includes depreciation and amortization of $1,967,963 and $2,124,293, respectively. This is an interim period estimate; it is not indicative of the final year-end results.

 

In February 2020, the operating general partner of Countrybrook Champaign Limited Partnership entered into an agreement to sell the property, with cash proceeds to the investment partnerships 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, was 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, 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. The Operating Partnership received additional proceeds in the amount of $7,690, and $399 for Series 47 and Series 49, respectively, as of December 31, 2020.

 

In March 2020, the investment general partner transferred its interest in Meadow Glen Apartments, Limited Partnership, with 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, net of the overhead and expense reimbursement, has been recorded in the amount of $17,500 as of March 31, 2020.

 

In July 2020, the investment general partners transferred their respective interests in Marble Falls Vistas Apartments, Limited Partnership, with cash proceeds to the investment partnerships of $332,681 and $97,319 for Series 47 and Series 49, respectively. Of the total proceeds received, $6,963 and $2,037 for Series 47 and Series 49, respectively, was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $325,718 and $95,282 were returned to cash reserves held by Series 47 and Series 49, respectively. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $325,718 and $95,282 for Series 47 and Series 49, respectively as of December 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 2016-2020. The investment general partner continues to monitor the personal Chapter 7 bankruptcy of the principal of the operating general partner and 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.

 

 

 

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

 

Linden–Bartlesville Partners, L.P.

Linden–Shawnee Partners, L.P.

 

Off Balance Sheet Arrangements

 

None. 

 

 

Principal Accounting Policies

 

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. 

 

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.

 

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable

 

Item 4

Controls and Procedures

 

	(a)	Evaluation of Disclosure Controls and Procedures
		As of the end of the period covered by this report, the Fund’s general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Corporate Investment Holdings, Inc., 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.
	(b)	Changes in Internal Controls
		There were no changes in the Fund’s or any Series' internal control over financial reporting that occurred during the quarter ended December 31, 2020 that materially affected, or are reasonably likely to materially affect, the Fund’s or any Series' internal control over financial reporting.
	(c)	Certifications
		The Certifications of the Principal Executive Officer and Principal Financial Officer of the Fund required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, which are filed or furnished as Exhibits 31.a, 31.b, 32.a and 32.b to this Quarterly Report on Form 10-Q, are applicable to each Series individually and the Fund as a whole.

 

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings
	None
Item 1A.	Risk Factors
	There have been no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in our Form 10-K for the fiscal year ended March 31, 2020.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	None
Item 3.	Defaults upon Senior Securities
	None
Item 4.	Mine Safety Disclosures
	Not Applicable
Item 5.	Other Information
	None
Item 6.	Exhibits
	(a)Exhibits
		3.1 Certificate of Amendment to the Certificate of Limited Partnership of BF Garden Tax Credit Fund V L.P (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on December 16, 2020).
		31.a Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Gregory Voyentzie, Principal Executive Officer, filed herewith
		31.b Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Marie Reynolds, Principal Accounting and Financial Officer, filed herewith
		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 Gregory Voyentzie, Principal Executive Officer, filed herewith
		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 Marie Reynolds, Principal Accounting and Financial Officer, filed herewith

 

 

101. The following materials from the BF Garden Tax Credit Fund V L.P. Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2020 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Changes in Partners' Capital (Deficit), (iv) the Condensed Statements of Cash Flows and (v) related notes, filed herein

 

SIGNATURES

 

Pursuant to the requirements of 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.

 

	BF Garden Tax Credit Fund V L.P.
	By:	BF Garden Associates V L.L.C., it General Partner
		By:	Corporate Investment Holdings, Inc., its Manager
Date: February 12, 2021			By:	/s/ Gregory Voyentzie
				Gregory Voyentzie
				President (Principal Executive Officer)

 

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:
February 12, 2021		/s/ Gregory Voyentzie		President
		Gregory Voyentzie		(Principal Executive Officer), Corporate Investment Holdings, Inc.
February 12, 2021		/s/ Marie Reynolds		Treasurer
		Marie Reynolds		(Principal Accounting and Financial Officer), Corporate Investment Holdings, Inc.