UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2012 or
¨ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 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 - Name of each exchange on which registered
None
Securities registered pursuant to Section 12(g) of the Act:
Title of class
Beneficial Assignee Certificates
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ | No x |
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ | No x |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x | No ¨ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x | No ¨ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ | No x |
DOCUMENTS INCORPORATED BY REFERENCE
None.
BOSTON CAPITAL TAX CREDIT FUND V L.P.
FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED MARCH 31, 2012
TABLE OF CONTENTS
PART I | 1 | |||
Item 1. | Business | 1 | ||
Item 1A. | Risk Factors | 3 | ||
Item 1B. | Unresolved Staff Comments | 5 | ||
Item 2. | Properties | 5 | ||
Item 3. | Legal Proceedings | 11 | ||
Item 4. | Mine Safety Disclosures | 11 | ||
PART II | 12 | |||
Item 5. | Market for the Fund's Limited Partnership Interests and Related | |||
Partner Matters and Issuer Purchases of Partnership Interests | 12 | |||
Item 6. | Selected Financial Data | 12 | ||
Item 7. | Management's Discussion and Analysis of Financial | |||
Condition and Results of Operations | 13 | |||
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 24 | ||
Item 8. | Financial Statements and Supplementary Data | 24 | ||
Item 9. | Changes in and Disagreements with Accountants on | |||
Accounting and Financial Disclosure | 24 | |||
Item 9A. | Controls and Procedures | 24 | ||
Item 9B. | Other Information | 25 | ||
PART III | 26 | |||
Item 10. | Directors, Executive Officers and Corporate Governance of the Fund | 26 | ||
Item 11. | Executive Compensation | 28 | ||
Item 12. | Security Ownership of Certain Beneficial Owners | |||
and Management and Related Partner Matters | 29 | |||
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 29 | ||
Item 14. | Principal Accounting Fees and Services | 30 | ||
PART IV | 31 | |||
Item 15. | Exhibits and Financial Statement Schedules | 31 |
PART I
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, 2012, 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.
1 |
As of March 31, 2012 the Fund had invested in 15 Operating Partnerships on behalf of Series 47; 11 Operating Partnerships on behalf
of Series 48; and 24 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:
3 |
- 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.
The sale or refinancing of the apartment complexes is dependent upon the following material factors:
4 |
- | 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 50 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, 2012
Property Name |
Location | Units | Mortgage Balance as of 12/31/11 |
Acq Date |
Const Comp |
Qualified Occupancy 3/31/12 |
Cap Con paid thru 3/31/12 | |||||||||||
Countrybook Apartments |
Champagne, IL | 150 | $ |
6,330,949 |
06/04 | 07/05 |
100 |
% | $ |
2,163,644 | ||||||||
Dawn Springs Villa Apartments | London, KY | 24 | 518,936 | 05/05 | 10/05 | 100 | % | 591,815 | ||||||||||
La Maison Apartments |
Lake Charles, LA | 78 | 2,493,646 |
06/04 |
12/04 |
100 |
% | 2,339,767 | ||||||||||
Marion Apartments | Marion, MI | 32 | 1,310,171 |
07/04 |
12/04 |
100 |
% | 419,185 | ||||||||||
Mayfair Park Apartments | Houston,TX | 178 | 9,200,000 | 03/04 | 07/05 | 100 | % | 2,383,449 | ||||||||||
McEver Vineyards Apartments |
Gainesville, GA | 220 | 10,598,306 |
11/03 |
12/04 |
100 |
% | 2,045,234 | ||||||||||
Mira Vista Apartments | Santa Anna, TX | 24 | 459,286 |
03/04 |
03/05 |
100 |
% | 508,963 | ||||||||||
Park Plaza Apartments |
Temple, OK | 14 | 745,026 |
11/04 |
11/04 |
100 |
% | 163,329 | ||||||||||
Parkland Manor Apartments | Leitchfield, KY | 74 | 1,820,598 |
07/04 |
05/05 |
100 |
% | 2,656,523 | ||||||||||
Pecan Creek Apartments | Hillsboro, TX | 48 | 1,582,857 |
03/04 |
07/05 |
100 |
% | 1,042,211 | ||||||||||
Sandpiper Apartments | Carrollton, AL | 52 | 1,189,755 |
04/04 |
11/04 |
100 |
% | 1,819,982 | ||||||||||
The Masters Apartments | Kerrville, TX | 144 | 7,380,000 |
06/04 |
10/05 |
100 |
% | 1,948,109 |
6 |
Boston Capital Tax Credit Fund V L.P. - Series 47
PROPERTY PROFILE AS OF MARCH 31, 2012
Continued
Property Name |
Location | Units | Mortgage Balance as of 12/31/11 |
Acq Date |
Const Comp |
Qualified Occupancy 3/31/12 |
Cap
Con paid thru 3/31/12 | ||||||||||
The Vistas Apartments | Marble Falls, TX | 124 | $ | 5,700,000 | 03/04 | 06/05 | 100 | % | $ | 2,153,083 | |||||||
Time Square on the Hill | Fort Worth, TX | 200 | 6,594,111 | 03/04 | 12/04 | 100 | % | 3,078,424 | |||||||||
Wellington Park Apts. | Houston, TX | 244 | 12,450,000 | 01/04 | 07/05 | 100 | % | 2,449,752 |
7 |
Boston Capital Tax Credit Fund V L.P. - Series 48
PROPERTY PROFILE AS OF MARCH 31, 2012
Property Name |
Location |
Units |
Mortgage Balance as of 12/31/11 |
Acq Date |
Const Comp |
Qualified Occupancy 3/31/12 |
Cap
Con paid thru 3/31/12 | ||||||||||
Colusa Avenue Apartments | Chowchilla, CA | 38 | $ | 1,868,846 | 07/04 | 05/05 | 100 | % | $ | 653,154 | |||||||
Contempo Apartments | Hammond, LA | 48 | 1,508,726 | 08/04 | 08/05 | 100 | % | 587,485 | |||||||||
Greenway Place Apartments | Hopkinsville, KY | 41 | 1,324,122 | 04/04 | 03/05 | 100 | % | 1,850,391 | |||||||||
Mayfair Park Apartments | Houston, TX | 178 | 9,200,000 | 03/04 | 07/05 | 100 | % | 2,383,449 | |||||||||
Mira Vista Apartments | Santa Anna, TX | 24 | 459,286 | 03/04 | 03/05 | 100 | % | 16,718 | |||||||||
McEver Vineyards Apartments | Gainesville, GA | 220 | 10,598,306 | 11/03 | 12/04 | 100 | % | 2,045,232 | |||||||||
Starlite Village Apartments | Elizabethtown, KY | 40 | 1,284,752 | 11/04 | 06/05 | 100 | % | 1,672,329 | |||||||||
The Links Apartments | Umatilla, OR | 24 | 2,042,864 | 06/04 | 11/04 | 100 | % | 707,499 | |||||||||
The Masters Apartments | Kerrville, TX | 144 | 7,380,000 | 06/04 | 10/05 | 100 | % | 1,948,110 | |||||||||
Wellington Park Apartments | Houston, TX | 244 | 12,450,000 | 01/04 | 07/05 | 100 | % | 2,449,752 | |||||||||
Wyndam Place Senior Residences | Emporia, KS | 42 | 891,359 | 08/04 | 05/05 | 100 | % | 2,812,684 |
8 |
Boston Capital Tax Credit Fund V L.P. - Series 49
PROPERTY PROFILE AS OF MARCH 31, 2012
Property Name |
Location |
Units |
Mortgage Balance as of 12/31/11 |
Acq Date |
Const Comp |
Qualified Occupancy 3/31/12 |
Cap Con paid thru 3/31/12 | ||||||||||
Bahia Palms Apartments | Laguna Vista, TX | 64 | $ | 1,623,882 | 02/05 | 07/06 | 100 | % | $ | 986,602 | |||||||
Briarwood Apartments | Kaufman, TX | 48 | 1,649,490 | 02/05 | 12/06 | 100 | % | 1,336,743 | |||||||||
Bristol Apartments | Houston, TX | 248 | 11,900,000 | 05/04 | 11/05 | 100 | % | 6,805,870 | |||||||||
Brookview I&II Apartments | Mauston, WI | 22 | 704,104 | 03/05 | 06/05 | 100 | % | 742,348 | |||||||||
Chester Townhouses | Columbia, SC | 62 | 1,769,021 | 03/06 | 11/06 | 100 | % | 566,943 | |||||||||
Columbia Senior Residences at MT. Pleasant | Atlanta, GA | 78 | 1,712,614 | 12/05 | 06/07 | 100 | % | 6,162,028 | |||||||||
Countrybrook Apartments | Champaign, IL | 150 | 6,330,949 | 06/04 | 07/05 | 100 | % | 112,246 | |||||||||
Garden Grace Apartments | Owensboro, KY | 62 | 3,295,897 | 10/05 | 07/06 | 100 | % | 2,863,240 | |||||||||
La Mirage Villas Apartments | Perryton, TX | 48 | 1,707,038 | 02/05 | 12/06 | 100 | % | 1,367,398 | |||||||||
Linda Villa Apartments | Shepherdsville, KY | 32 | 1,039,687 | 5/05 | 10/05 | 100 | % | 1,645,392 | |||||||||
Linden’s Apartments | Shawnee, OK | 54 | 1,124,190 | 12/04 | 02/06 | 100 | % | 462,455 | |||||||||
Meadow Glen Apartments |
Kingfisher, OK | 20 | 1,252,390 | 10/05 | 07/05 | 100 | % | 406,280 |
9 |
Boston Capital Tax Credit Fund V L.P. - Series 49
PROPERTY PROFILE AS OF MARCH 31, 2012
Continued
Property Name |
Location | Units | Mortgage Balance as of 12/31/11 |
Acq Date |
Const Comp |
Qualified Occupancy 3/31/12 |
Cap Con paid thru 3/31/12 | ||||||||||
Post Oak East Apartments | Fort Worth,TX | 246 | $ | 13,456,998 | 07/04 | 05/06 | 100 | % | $ | 1,141,118 | |||||||
RenaissanceVillage | Bowling Green,KY | 34 | 667,096 | 05/05 | 05/06 | 100 | % | 2,828,268 | |||||||||
Richwood Apartments | Ash Flat,AR | 25 | 1,294,724 | 12/05 | 08/06 | 100 | % | 810,134 | |||||||||
Ridgeview Terrace Apartments | Mount Vernon, WA | 80 | 4,078,997 | 01/05 | 08/05 | 100 | % | 1,768,991 | |||||||||
Rosehill Senior Apartments Phase II | Topeka,KS | 36 | 2,422,071 | 08/04 | 04/05 | 100 | % | 2,550,156 | |||||||||
Rosewood Apartments | Lenexa,KS | 144 | 7,852,296 | 12/05 | 07/06 | 100 | % | 4,383,214 | |||||||||
Sunset Manor | Kewaunee,WI | 38 | 1,144,552 | 10/05 | 07/05 | 100 | % | 1,161,920 | |||||||||
The Gardens of Athens | Athens,TX | 32 | 1,536,522 | 01/05 | 12/05 | 100 | % | 1,702,751 | |||||||||
The Linden's Apartments | Bartesville,OK | 54 | 1,034,151 | 05/05 | 06/06 | 100 | % | 3,588,667 | |||||||||
The Vistas Apartments | Marble Falls,TX | 124 | 5,700,000 | 03/04 | 06/05 | 100 | % | 629,603 | |||||||||
Union Square Apartments | Junction City,LA | 32 | 951,940 | 02/05 | 09/05 | 100 | % | 733,891 | |||||||||
Vista Hermosa Apartments | Eagle PassTX | 20 | 499,953 | 06/05 | 09/06 | 100 | % | 479,965 |
10 |
Item 3. | Legal Proceedings |
None. | |
Item 4. | Mine Safety Disclosures |
Not Applicable |
11 |
PART II
Item | 5. | Market for the Fund's Limited Partnership Interest, Related Fund Matters and Issuer Purchases of Partnership Interests |
(a) | Market Information | |
The Fund is classified as a limited partnership and does not have common stock. There is no established public trading market for the BACs and it is not anticipated that any public market will develop. | ||
(b) | Approximate number of security holders | |
As of March 31, 2012, the Fund has 5,352 BAC holders for an aggregate of 11,777,706 BACs, at a subscription price of $10 per BAC, received and accepted. | ||
The BACs are being issued in series. Series 47 consists of 1,592 investors holding 3,478,334 BACs, Series 48 consists of 1,084 investors holding 2,299,372 BACs and Series 49 consists of 2,676 investors holding 6,000,000 BACs at March 31, 2012. | ||
(c) | Dividend history and restriction | |
The Fund has made no distributions of net cash flow to its BAC holders from its inception, October 15, 2003, through March 31, 2012. | ||
The Fund Agreement provides that profits, losses and credits will be allocated each month to the holder of record of a BAC as of the last day of such month. Allocation of profits, losses and credits among BAC holders are made in proportion to the number of BACs held by each BAC Holder. | ||
Any distributions of net cash flow or liquidation, sale or refinancing proceeds will be made within 180 days of the end of the annual period to which they relate. Distributions will be made to the holders of record of a BAC as of the last day of each month in the ratio which (i) the BACs held by the holder on the last day of the calendar month bears to (ii) the aggregate number of BACs outstanding on the last day of such month. | ||
To date the Fund has not made any cash distributions to the limited partners. | ||
Item 6. | Selected Financial Data | |
Not Applicable. |
12 |
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, 2012 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, 2012, none of Series 47 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2012, 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. The Fund had completed payment of all installments of its capital contributions to 14 of the Operating Partnerships. Series 47 has outstanding contributions payable to 1 Operating Partnership in the amount of $91,654 as of March 31, 2012. The remaining contributions will be released when the Operating Partnership has achieved the conditions set forth in its partnership agreement.
13 |
(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, 2012, none of Series 48 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2012, 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. The Fund had completed payment of all installments of its capital contributions to 10 of the Operating Partnerships. Series 48 has outstanding contributions payable to 1 Operating Partnership in the amount of $10,001 as of March 31, 2012. The remaining contributions will be released when the Operating Partnership has achieved the conditions set forth in its partnership agreement.
(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, 2012, $10,766 of Series
49 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships. As of March
31, 2012, 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. The Fund had completed payment of all installments of its capital contributions to 22 of the Operating Partnerships.
Series 49 has outstanding contributions payable to 2 Operating Partnerships in the amount of $230,764 as of March 31, 2012. Of
the total amount outstanding, $230,663 has been loaned or advanced to the Operating Partnerships. The loans and advances will be
converted to equity and the remaining contributions of $101 will be released when the Operating Partnerships have achieved the
conditions set forth in their respective partnership agreements.
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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, 2012 and 2011, was $1,009,786, and $1,021,891, 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, 2012 and 2011, the average Qualified Occupancy for the series was 100%. The series had a total of
15 properties as of March 31, 2012, all of which were at 100% Qualified Occupancy.
For the tax years ended December 31, 2011 and 2010, the series, in total,
generated $1,328,706 and $2,234,578, respectively in passive income tax losses that were passed through to the investors
and also provided $0.97 for both years in tax credits per BAC to the investors.
As of March 31, 2012 and 2011, Investments in Operating Partnerships
for Series 47 was $8,629,599 and $10,949,197, respectively. The decrease is primarily the result of 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 or accrued.
For the years ended March 31, 2012 and 2011, net loss of the series was $3,047,627 and $3,261,520, respectively. The major components
of the current year amount were share of losses from Operating Partnerships, impairment losses, and partnership management fees.
Continental L.P. (Time Square on the Hill) is a 200-unit family development located in Fort Worth, TX. Despite occupancy that fluctuates around 90%, the property consistently operates below breakeven due to low economic occupancy and high operating expenses. Management was able to cut the bad debt in half in 2010 due to more diligent collections efforts and tighter applicant screening policies. Bad debt stayed consistent with 2010 levels in 2011 at 3% of rental income. Occupancy dropped in mid-2011 after the property experienced high turnover coupled with low traffic. The property suffers from poor visibility and has almost no drive-by traffic, requiring a large amount of money to be spent on advertising. The property also has fewer amenities than the competition, which includes properties that have pools, washer/dryer connections and covered parking at the same rent levels as CP Continental. The site staff increased its visits to nearby retailers and businesses to place fliers in an effort to increase traffic to the property and was able to increase occupancy to 92% by year end 2011, and 98% for the quarter ending March 31, 2012. Management continues to review the budget to determine areas to control expenses and improve cash flow. The property’s mortgage, real estate taxes, and insurance are current. After rental achievement, the operating general partner is obligated to promptly advance funds to eliminate any operating deficit. The operating general partner is not obligated to have subordinate loans outstanding at any time in excess of $542,490. The management company, an affiliate of the operating general partner, is deferring all fees until operations improve. The low income tax credit compliance period expires on December 31, 2019.
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McEver Vineyards L.P. (McEver Vineyards) is a 220-unit family property located in Gainesville, GA. Average physical occupancy remained strong in 2011 increasing slightly to 96% from 95% in 2010. Note that in 2009 occupancy at McEver Vineyards had declined to 87% as a result of the recession and its impact on the Atlanta metro area. Occupancy averaged 98% for the quarter ending March 31, 2012, and as of March 31, 2012, the property was 98% occupied. Occupancy has steadily recovered after the closing of several area food processing plants in early 2009 which resulted in a diminished tenant base. However, reduced rental rates at McEver Vineyards and several competing properties have yet to return to previous levels. As of the last site inspection by the investment general partner in January 2012, all vacant units were rent ready and the property maintained good curb appeal.
The mortgage payable had been in default since October 2009 with two months mortgage payments in arrears. However, in 2011 the Operating Partnership paid the arrearage and as of March 31, 2012 the mortgage payable is current. The operating general partner has attempted to restructure the debt in order to improve cash flow; however, to date it has been unsuccessful. While the investment general partner will continue to work with the operating general partner and lender in an effort to improve operations, as of March 31, 2012 the lender is not interested in negotiating and documenting a loan modification. In March 2012, the operating general partner advanced $69,000 to McEver Vineyards primarily to bring the Operating Partnership’s real estate taxes current. In March 2011, the operating general partner advanced $142,000 to McEver Vineyards; approximately $107,000 was utilized to bring the Operating Partnership’s real estate taxes current.
In 2011 and for the quarter ending March 31, 2012, some elements of property operations improved as overall rental revenue increased and bad debt and real estate tax expense decreased. However, as maintenance, utilities, property insurance and turnover costs remained high, overall property operations in 2011 and for the quarter ending March 31, 2012 continued to be below a breakeven level. Originally, the operating general partner’s operating deficit guaranty was set at a maximum of $800,000 for a period of thirty-six months commencing after rental achievement. The operating general partner had thought that rental achievement was met in the first quarter of 2007, and consequently the operating deficit guaranty was scheduled to expire in March 2010. However, upon review of the definition of “rental achievement” in the Partnership Agreement by the investment general partner it was determined that rental achievement had in fact not been met. In late June 2010, the operating general partner confirmed the operating deficit guaranty was still in force and agreed to continue funding operating deficits in exchange for the Operating Partnership agreeing that these advances would be treated as a third party loan in terms of priority of repayment from cash flow and/or capital events. Effective September 2010, the Partnership Agreement was amended to reflect these changes in the treatment of operating deficit loans. As of March 31, 2012, the mortgage, insurance and real estate taxes were current. If the property is foreclosed in 2012, the estimated credit loss of $810,838 and tax credit recapture cost and interest penalty of $687,286 are equivalent to a credit loss of $233 per 1,000 BACs and a recapture and interest penalty cost of $198 per 1,000 BACs.
Marble Fall Vistas Apartments L.P. (Vistas Apartments) is a 124-unit family property located in Marble Falls, TX. The property experienced an increase in vacancy in 2011 that continued into 2012; as of March 31, 2012, the property was 89% occupied. A soft employment and rental market caused the increase in vacancy. The local economy continues to struggle, and many employers have relocated or reduced their work force. However, the property is exempt from paying real estate taxes and its operating expenses continue to be below the investment general partner’s state averages. As a result, the property was able to operate above breakeven through the first quarter of 2012. The operating general partner increased marketing by adding new signage and increasing the property’s newspaper and on-line presence. To minimize turnover and boost resident retention, management continues to organize monthly social events at the property. The operating general partner is also using tenant referral incentives to help increase occupancy. The mortgage and insurance payments are current.
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(Series 48). As of March 31, 2012 and 2011, the average Qualified Occupancy for the series was 100%. The series had a total of 11 properties as of March 31, 2012, all of which were at 100% Qualified Occupancy.
For the tax years ended December 31, 2011 and 2010, the series, in total,
generated $980,624 and $1,501,205, respectively in passive income tax losses that were passed through to the investors and also
provided $0.97 for both years in tax credits per BAC to the investors.
As
of March 31, 2012 and 2011, Investments in Operating Partnerships for Series 48 was $6,625,699 and $8,346,895, respectively. The
decrease is primarily the result of 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 or accrued.
For the years ended March 31, 2012 and 2011, the net loss of the series was $2,110,274 and $2,621,202, respectively. The major
components of the current year amount were share of losses from operating partnerships, impairment loss, and partnership management
fees.
McEver Vineyards L.P. (McEver Vineyards) is a 220-unit family property located in Gainesville, GA. Average physical occupancy remained strong in 2011 increasing slightly to 96% from 95% in 2010. Note that in 2009 occupancy at McEver Vineyards had declined to 87% as a result of the recession and its impact on the Atlanta metro area. Occupancy averaged 98% for the quarter ending March 31, 2012, and as of March 31, 2012, the property was 98% occupied. Occupancy has steadily recovered after the closing of several area food processing plants in early 2009 which resulted in a diminished tenant base. However, reduced rental rates at McEver Vineyards and several competing properties have yet to return to previous levels. As of the last site inspection by the investment general partner in January 2012, all vacant units were rent ready and the property maintained good curb appeal.
The mortgage payable had been in default since October 2009 with two months mortgage payments in arrears. However, in 2011 the Operating Partnership paid the arrearage and as of March 31, 2012 the mortgage payable is current. The operating general partner has attempted to restructure the debt in order to improve cash flow; however, to date it has been unsuccessful. While the investment general partner will continue to work with the operating general partner and lender in an effort to improve operations, as of March 31, 2012 the lender is not interested in negotiating and documenting a loan modification. In March 2012, the operating general partner advanced $69,000 to McEver Vineyards primarily to bring the Operating Partnership’s real estate taxes current. In March 2011, the operating general partner advanced $142,000 to McEver Vineyards; approximately $107,000 was utilized to bring the Operating Partnership’s real estate taxes current.
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In 2011 and for the quarter ending March 31, 2012, some elements of property operations improved as overall rental revenue increased and bad debt and real estate tax expense decreased. However, as maintenance, utilities, property insurance and turnover costs remained high, overall property operations in 2011 and for the quarter ending March 31, 2012 continued to be below a breakeven level. Originally, the operating general partner’s operating deficit guaranty was set at a maximum of $800,000 for a period of thirty-six months commencing after rental achievement. The operating general partner had thought that rental achievement was met in the first quarter of 2007, and consequently the operating deficit guaranty was scheduled to expire in March 2010. However, upon review of the definition of “rental achievement” in the Partnership Agreement by the investment general partner it was determined that rental achievement had in fact not been met. In late June 2010, the operating general partner confirmed the operating deficit guaranty was still in force and agreed to continue funding operating deficits in exchange for the Operating Partnership agreeing that these advances would be treated as a third party loan in terms of priority of repayment from cash flow and/or capital events. Effective September 2010, the Partnership Agreement was amended to reflect these changes in the treatment of operating deficit loans. As of March 31, 2012, the mortgage, insurance and real estate taxes were current. If the property is foreclosed in 2012, the estimated credit loss of $810,838 and tax credit recapture cost and interest penalty of $687,286 are equivalent to a credit loss of $353 per 1,000 BACs and a recapture and interest penalty cost of $299 per 1,000 BACs.
(Series 49). As of March 31, 2012 and 2011, the average Qualified Occupancy for the series was 100%. The series had a total of 24 properties as of March 31, 2012, all of which were at 100% Qualified Occupancy.
For the tax years ended December 31, 2011 and 2010, the series, in total,
generated $1,544,181 and $2,486,518, respectively, in passive income tax losses that were passed through to the investors, and
also provided $0.91 and $0.95, respectively, in tax credits per BAC to the investors.
As of March 31, 2012 and 2011, Investments in Operating Partnerships
for Series 49 was $21,176,147 and $25,898,813, respectively. The decrease is primarily the result of 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 or accrued.
For the years ended March 31, 2012 and 2011, the net loss of the series was $5,628,567 and $5,648,975, respectively. The major
components of the current year amount were share of losses from operating partnerships, partnership management fees, and impairment
losses.
Post Oak East Apartments (Post Oak East L.P.) is a 240-unit family property located in Euless, Texas. Occupancy began to decline in the fourth quarter of 2009, reaching 85% in December 2009. A new management company, hired in December 2009, implemented a comprehensive marketing and resident retention program in an effort to increase occupancy and find more qualified residents. As a result, occupancy improved to and remained at an average of 92% in 2010 and 2011. Occupancy for the first quarter of 2012 averaged 91%.
Prior to the construction loan converting to conventional permanent fixed-rate financing in November 2010, the property was operating above breakeven.
18 |
However, the debt payments under the construction loan (floating rate, tax-exempt bonds) consisted of only interest payments with no principal amortization payments. Had the loan converted to permanent financing under the floating rate for tax-exempt bonds, as originally planned, and the property maintained the then current levels of bad debt expense, unit turnover costs, and real estate taxes, operations would have been below breakeven.
In November 2010, simultaneously with the conversion to conventional permanent financing, and with the approval of the Texas Department of Housing and Community Affairs and the investment general partner, the Operating Partnership admitted a new non-profit operating general partner that assumed 51% of the original operating general partner interest. The remaining 49% of the original operating general partner interest was converted to a Class B limited partner interest, owned by the original operating general partner. Because of its non-profit status, the new operating general partner entitles the property to a full abatement of the real estate taxes, saving the property approximately $150,000 annually. Under the terms of the permanent loan (principal of $13,600,000 and a fixed interest rate of 5.50%) and a full abatement of the real estate taxes, the property is operating above breakeven.
In an effort to facilitate the closing of the permanent financing in November 2010, the investment general partner approved the release of the remaining equity prior to the Operating Partnership upon meeting rental achievement. In October of 2011, the Operating Partnership was able to document rental achievement. The property’s mortgage and insurance payments are current as of March 31, 2012.
The Gardens of Athens (The Gardens of Athens, LP) is a 36-unit elderly development located in Athens, Texas. Historically, occupancy has been strong. Physical occupancy averaged 99% in 2011 and 100% for the first quarter of 2012. Despite fairly strong operations, a shortfall of approximately $200,000 between the balance of the construction loan and the originally underwritten permanent loan principal resulted in a conversion delay. After several extensions to the term of the construction loan, the original permanent lender, which was also the construction lender, withdrew its commitment to provide permanent financing, and on May 6, 2008 issued a notice of default under the construction loan, due to an expiration of the loan’s term. The lender later agreed to extend the term of the construction loan through January 2010.
In January 2010, the Operating Partnership closed on a new permanent loan, which is guaranteed by Rural Development under Section 538. However, there remained a $100,000 shortfall between the construction loan balance and the permanent debt commitment. This shortfall was funded by a loan of remaining investment partnership equity of $45,876, funds from the operating general partner and Operating Partnership of approximately $10,000, and a loan from the reserves of the investment partnership in the amount of $43,247. The equity loan of $45,876 from the investment partnership will convert to contributed equity upon the Operating Partnership’s achievement of certain benchmarks, which are believed to have occurred in 2010. Documentation of such benchmarks has been submitted by the operating general partner and is currently under review by the investment general partner. The loan from the investment partnership’s reserves has been paid back in full. The property operated above breakeven in 2010 and 2011. Operations were slightly below breakeven in the first quarter of 2012, due to some property-wide roof repairs; however, the Operating Partnership has submitted a request for reimbursement from the replacement reserve, which if approved, should bring operations above breakeven again. A rent increase of $25/unit per month took effect with lease renewals, beginning on May 1, 2011. The property’s mortgage, real estate tax and insurance payments are current as of March 31, 2012.
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Rosewood Senior Apartments (Rosewood Place, LLC) is a 144-unit senior's development in Lenexa, Kansas. The property reached initial full qualified occupancy in November 2007. The average occupancy for 2009, 2010 and 2011 was 91%, 95% and 99%, respectively. As of March 31, 2012, the property was 99% occupied and reported average occupancy of 98% for the first quarter of 2012. Operations were nominally below breakeven in 2009, and at breakeven during 2010 and 2011. The Operating Partnership was able to stay current on its first mortgage debt during the time period 2007 – 2010 because no real estate tax payments were made for tax years 2006 through 2010. All outstanding taxes were paid (including interest and penalties) on January 7, 2011. At December 31, 2010, an estimated $605,700 in real estate taxes and interest penalties were owed by Rosewood Place, LLC, including the first and second half 2010 real estate taxes. As previously noted, the full tax amount owed was paid on January 7, 2011 from capital raised as part of the loan amendment described below that closed into escrow on December 21, 2010 and was released from escrow on January 6, 2011 when all conditions for closing the amendment were satisfied.
In July 2009, a contractor filed a motion for summary judgment, requesting foreclosure of its mechanic’s lien. This motion was approved on February 17, 2010, and an advertised foreclosure sale on April 14, 2010 was scheduled. On April 12, 2010, the contractor agreed to postpone the sale and to continue to negotiate a payment plan with the operating general partner. In June 2010, the operating general partner and the contractor reached an oral agreement on a five-year payment plan to settle the mechanic’s lien claim for $250,000. The mechanic’s lien judgment was released on December 29, 2010 as part of the settlement agreement executed in December 2010 by the contractor and the operating general partner.
In June 2010, the operating general partner refocused its efforts on negotiating a loan modification with the existing mortgage lender. By late July 2010, the operating general partner, the investment general partner and the lender had agreed in principle on a restructuring plan. In August 2010 the contractor also agreed, in concept, to the proposed loan modification. The modification documents were executed and the transaction closed into escrow on December 21, 2010. They were released from escrow on January 6, 2011 when all closing conditions were satisfied. The operating general partner contributed $148,000 towards the loan modification and a new investor contributed $600,000. The new investor was assigned a 45% interest in Rosewood Place, LLC in exchange for its $600,000 capital contribution. The new investor entity is related to the investment general partner. As a result of this transaction, approximately $249,000 per year of federal tax credits, equivalent to approximately $42 per 1,000 BACs, will be allocated to the new investor. It is anticipated that the new investor will put its 45% interest in Rosewood Place, LLC back to the investment limited partner in early 2015. On a cumulative basis, the investment general partner originally forecasted that the tax credits allocated to the original investors in Rosewood Place, LLC would be reduced by approximately $748,000 (equivalent to $125 per 1,000 BACs). However, it is now projected that the amount of tax credit reduction for the original investors will be approximately $997,000 (equivalent to $167 per 1,000 BACs). If the new investor had not contributed to the loan modification and the foreclosure had occurred in 2010, the investment general partner estimates that there would have been recapture and interest relating to credits previously claimed of $613,304, as well as an estimated loss of credits for the tax years 2010-2017 of $3,854,295. This represents recapture of $102 and credit loss totaling $642, respectively, per 1,000 BACs.
20 |
This property is part of a portfolio that includes several properties that experienced operational difficulties in 2008 and 2009. During those years the operating general partner’s financial position also deteriorated, preventing his ability to recapitalize any of these properties. Although the operating general partner’s financial position did not improve during 2010, operations throughout his portfolio did stabilize and improve in 2010. During 2010, the investment general partner actively worked with the operating general partner and lender to restructure the mortgage debt as discussed above. Since the loan amendment for Rosewood Place, LLC closed in January 2011, real estate taxes, insurance escrows and bond payments have been paid currently and remain current as of March 31, 2012. In addition, payments to the contractor under the aforementioned five-year payment plan were also current as of March 31, 2012.
Marble Fall Vistas Apartments L.P. (Vistas Apartments) is a 124-unit family property located in Marble Falls, TX. The property experienced an increase in vacancy in 2011 that continued into 2012. As of March 31, 2012, the property was 89% occupied. A soft employment and rental market caused the increase in vacancy. The local economy continues to struggle, and many employers have relocated or reduced their work force. However, the property is exempt from paying real estate taxes and its operating expenses continue to be below the investment general partner’s state averages. As a result, the property was able to operate above breakeven through the first quarter of 2012. The operating general partner increased marketing by adding new signage and increasing the property’s newspaper and on-line presence. To minimize turnover and boost resident retention, management continues to organize monthly social events at the property. The operating general partner is also using tenant referral incentives to help increase occupancy. The mortgage and insurance payments are current.
21 |
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, 2012 and 2011. 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 Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Partnership’s interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Partnership currently records the amount of its investment in these partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership’s balance in investment in Operating Partnerships plus advances made to Operating Partnerships, represents its maximum exposure to loss. The Partnership’s exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the general partners and their guarantee against credit recapture to the investors of the Partnership.
Recent Accounting Changes
In
June 2009, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting and disclosure requirements
for the consolidation of variable interest entities (VIEs). The amended guidance modifies the consolidation model to one based
on control and economics, and replaced quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary
of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s
economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the
VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the
amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration
event for determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures
around VIEs. This amendment was effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on
April 1, 2010 did not have a material effect on the Fund’s financial statements.
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Item 7A. | Quantitative and Qualitative Disclosure About Market Risk |
Not Applicable | |
Item 8. | Financial Statements and Supplementary Data |
The information required by this item is contained in Part IV, Item 15 of this Annual Report on Form 10-K. | |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None |
Item 9A. | Controls & Procedures | |
(a) | Evaluation of Disclosure Controls and Procedures
| |
As of the end of the period covered by this report, the Fund’s general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Boston Capital Associates V LLC, carried out an evaluation of the effectiveness of the Fund’s “disclosure controls and procedures” as defined in 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 disclosure controls and procedures with respect to each series individually, as well as the Fund as a whole, were adequate and effective in timely alerting them to material information relating to any series or the Fund as a whole required to be included in the Fund’s periodic SEC filings. | ||
(b) | Management's Annual Report on Internal Control over Financial Reporting
| |
Management of the Fund is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) of each series individually, as well as the Fund as a whole. The Fund’s internal control system over financial reporting is designed to provide reasonable assurance to the Fund’s management regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
Due to inherent limitations, an internal control system over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. |
24 |
The Fund's general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Boston Capital Associates V LLC, assessed the effectiveness of the internal controls and procedures over financial reporting with respect to each series individually, as well as the Fund as a whole, as of March 31, 2012. In making this assessment, the Fund's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this assessment, management believes that, as of March 31, 2012, its internal control over financial reporting with respect to each series individually, as well as the Fund as a whole was effective.
| ||
(c) | Changes in Internal Controls
| |
There were no changes in the Fund management's internal control over financial reporting that occurred during the quarter ended March 31, 2012 that materially affected, or are reasonably likely to materially affect, the Fund management's internal control over financial reporting. | ||
Item 9B. | Other Information | |
Not Applicable |
25 |
PART
III
Item 10. | Directors, Executive Officers and Corporate Governance |
(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 63, is co-founder, and since 1974 has been the President and Chief Executive Officer, of Boston Capital Corporation. As co-founder and CEO of Boston Capital, Mr. Manning’s primary responsibilities include strategic planning, business development and the continued oversight of new opportunities. In addition to his responsibilities at Boston Capital Corporation, Mr. Manning is a proactive leader in the multifamily real estate industry. He served in 1990 as a member of the Mitchell-Danforth Task Force, which reviewed and suggested reforms to the Low Income Housing Tax Credit program. He was the founding President of the Affordable Housing Tax Credit Coalition and is a former member of the board of the National Leased Housing Association. During the 1980s, he served as a member of the Massachusetts Housing Policy Committee as an appointee of the Governor of Massachusetts. In addition, Mr. Manning has testified before the U.S. House Ways and Means Committee and the U.S. Senate Finance Committee on the critical role of the private sector in the success of the Low Income Housing Tax Credit. In 1996, President Clinton appointed him to the President’s Advisory Committee on the Arts at the John F. Kennedy Center for the Performing Arts. In 1998, President Clinton appointed Mr. Manning to the President’s Export Council, the premiere committee comprised of major corporate CEOs that advise the President on matters of foreign trade and commerce. In 2003, he was appointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing. Mr. Manning sits on the Board of Directors of the John F. Kennedy Presidential Library in Boston where he serves as Chairman of the Distinguished Visitors Program. He is also on the Board of Directors of the Beth Israel Deaconess Medical Center in Boston. Mr. Manning is a graduate of Boston College.
Mr. Manning is the managing member of Boston Associates. Mr. Manning is also the principal of Boston Capital Corporation. While Boston Capital is not a direct subsidiary of Boston Capital Corporation, each of the entities is under the common control of Mr. Manning.
Jeffrey H. Goldstein, age 50, is Chief Operating Officer and has been the Director of Real Estate of Boston Capital Corporation since 1996. He directs Boston Capital Corporation’s comprehensive real estate services, which include all aspects of origination, underwriting, due diligence and acquisition. As COO, Mr. Goldstein is responsible for the financial and operational areas of Boston Capital Corporation and assists in the design and implementation of business development and strategic planning objectives. Mr. Goldstein previously served as the Director of the Asset Management division as well as the head of the dispositions and troubled assets group. Utilizing his 16 years experience in the real estate syndication and development industry, Mr. Goldstein has been instrumental in the diversification and expansion of Boston Capital Corporation’s businesses. Prior to joining Boston Capital Corporation in 1990, Mr. Goldstein was Manager of Finance for A.J. Lane & Co., where he was responsible for placing debt on all new construction projects and debt structure for existing apartment properties. Prior to that, he served as Manager for Homeowner Financial Services, a financial consulting firm for residential and commercial properties, and worked as an analyst responsible for budgeting and forecasting for the New York City Council Finance Division. He graduated from the University of Colorado and received his MBA from Northeastern University.
26 |
Kevin P. Costello, age 65, is Executive Vice President and has been the Director of Institutional Investing of Boston Capital Corporation since 1992 and serves on the firm’s Executive Committee. He is responsible for all corporate investment activity and has spent over 20 years in the real estate syndication and investment business. Mr. Costello’s prior responsibilities at Boston Capital Corporation have involved the management of the Acquisitions Department and the structuring and distribution of conventional and tax credit private placements. Prior to joining Boston Capital Corporation in 1987, he held positions with First Winthrop, Reynolds Securities and Bache & Company. Mr. Costello graduated from Stonehill College and received his MBA with honors from Rutgers’ Graduate School of Business Administration.
Marc N. Teal, age 48, has been Chief Financial Officer of Boston Capital Corporation since May 2003. Mr. Teal previously served as Senior Vice President and Director of Accounting and prior to that served as Vice President of Partnership Accounting. He has been with Boston Capital Corporation since 1990. In his current role as CFO he oversees all of the accounting, financial reporting, SEC reporting, budgeting, audit, tax and compliance for Boston Capital Corporation, its affiliated entities and all Boston Capital Corporation sponsored programs. Additionally, Mr. Teal is responsible for maintaining all banking and borrowing relationships of Boston Capital Corporation and treasury management of all working capital reserves. He also oversees Boston Capital information and technology areas, including the strategic planning for Boston Capital Corporation and its affiliaties. Prior to joining Boston Capital Corporation in 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot & Forbes, a multifaceted real estate company, and prior to that was a Senior Accountant for Liberty Real Estate Corp. He received a Bachelor of Science Accountancy from Bentley College and a Masters in Finance from Suffolk University.
27 |
(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 2012 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, 2012 was $1,009,786.
2. The Fund has reimbursed an affiliate of the general partner a total of $62,297 for amounts charged to operations during the
year ended March 31, 2012. The reimbursement is for items like postage, printing, travel, and overhead allocations.
28 |
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, 2012, 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 | 6.14 | % | ||||
Series 48 | 6.87 | % | ||||
Series 49 | 5.63 | % | ||||
(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, 2012. |
29 |
(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 2012 were comprised of the following: |
Fee Type | Series 47 | Series 48 | Series 49 | |||||||||||||
(1) | Audit Fees | $ | 20,199 | $ | 18,624 | $ | 23,752 | |||||||||
(2) | Audit Related Fees | 3,900 | 2,860 | 5,980 | ||||||||||||
(3) | Tax Fees | 5,220 | 4,440 | 6,975 | ||||||||||||
(4) | All Other Fees | 380 | 380 | 385 | ||||||||||||
Total | $ | 29,699 | $ | 26,304 | $ | 37,092 |
Fees paid to the Fund’s independent auditors for fiscal year 2011 were comprised of the following: |
Fee Type | Series 47 | Series 48 | Series 49 | |||||||||||||
(1) | Audit Fees | $ | 19,649 | $ | 18,099 | $ | 23,127 | |||||||||
(2) | Audit Related Fees | 3,825 | 2,805 | 5,865 | ||||||||||||
(3) | Tax Fees | 5,365 | 4,585 | 7,119 | ||||||||||||
(4) | All Other Fees | - | - | - | ||||||||||||
Total | $ | 28,839 | $ | 25,489 | $ | 36,111 |
(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. |
30 |
PART IV
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, 2012 and 2011 | |
Statements of Operations for the periods ended March 31, 2012 and 2011 | |
Statements of Changes in Partners' Capital (deficit) for the periods ended March 31, 2012 and 2011 | |
Statements of Cash Flows for the periods ended March 31, 2012 and 2011 | |
Notes to Financial Statements, March 31, 2012 and 2011 |
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 | Exhibit (listed according to the number assigned in the table in Item 601 of Regulation S-K) |
3.1. | Certificate of Limited Partnership of Boston Capital Tax Credit Fund V L.P. (Incorporated by reference from Exhibit 3 to the Fund's Registration Statement No. 333-109898 on Form S-11 as filed with the Securities and Exchange Commission on October 22, 2003.) |
4.1. | Agreement of Limited Partnership of Boston Capital Tax Credit Fund V L.P. (Incorporated by reference from Exhibit 4 to the Fund's Registration Statement No. 333-109898 on Form S-11 as filed with the Securities and Exchange Commission on October 22, 2003.) |
10.1. | Beneficial Assignee Certificate. (Incorporated by reference from Exhibit 10A to the Fund's Registration Statement No. 333-109898 on Form S-11 as filed with the Securities and Exchange Commission on October 22, 2003.) |
Exhibit No. 13 - Financial Statements.
a. | Financial Statement of Boston Capital Tax Credit Fund V L.P.; Filed herein. |
31 |
Exhibit
No. 28 - Additional exhibits.
a. | Agreement of Limited Partnership of Hillsboro Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on January 25, 2005). |
b. | Agreement of Limited Partnership of Umatilla Links, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on January 25, 2005). |
c. | Agreement of Limited Partnership of Wyndam Emporia, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on January 25, 2005). |
d. | Agreement of Limited Partnership of Masters Apartment, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on February 2, 2005). |
e. | Agreement of Limited Partnership of McEver Vineyards, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on February 2, 2005). |
f. | Agreement of Limited Partnership of Park Plaza Village, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on May 3, 2005). |
g. | Agreement of Limited Partnership of Coleman Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on April 28, 2005). |
h. | Agreement of Limited Partnership of New Chester Townhouses, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006). |
i. | Agreement of Limited Partnership of Bristol Apartments, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006). |
32 |
j. | Agreement of Limited Partnership of Linden-Shawnee Partners (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006). |
k. | Agreement of Limited Partnership of Linda Villas, Limited (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006). |
l. | Agreement of Limited Partnership of Rural Housing Partners of Kewanee (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006). |
m. | Agreement of Limited Partnership of Richwood Apartments (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006). |
n. | Agreement of Limited Partnership of Perryton Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006). |
o. | Agreement of Limited Partnership of Continental Terrace, 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). |
p. | 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). |
q. | 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). |
r. | Agreement of Limited Partnership of Wellington 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). |
s. | Agreement of Limited Partnership of Carrollton Housing II LTD, (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007). |
t. | Agreement of Limited Partnership of Countybrook Champaign, 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). |
33 |
u. | Agreement of Limited Partnership of Marion Apartments, 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). |
v. | 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). |
w. | Agreement of Limited Partnership of Coleman Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007). |
x. | Agreement of Limited Partnership of Cameron Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007). |
y. | Agreement of Limited Partnership of Columbia Blackshear, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007). |
z. | Agreement of Limited Partnership of Garden Grace Apartments, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007). |
aa. | Agreement of Limited Partnership of Kaufman Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007). |
ab. | Agreement of Limited Partnership of Marble Falls Vistas, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007). |
ac. | Agreement of Limited Partnership of Maverick Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007). |
ad. | Agreement of Limited Partnership of Countybrook Champaign, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 5, 2007). |
ae. | Agreement of Limited Partnership of Dawn Springs Villas, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 5, 2007). |
34 |
af. | Agreement of Limited Partnership of Rural Housing Mauston I & II, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 5, 2007). |
ag. | Agreement of Limited Partnership of Colusa Avenue, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 9, 2007). |
Exhibit No. 31 Certification 302 | ||
a. | Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein | |
b. | Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein | |
Exhibit No. 32 Certification 906 | ||
a. | Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein | |
b. | Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein | |
Exhibit No. 101 | ||
The following materials from the Boston Capital Tax Credit Fund V L.P. Annual Report on Form 10-K for the period ended March 31, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Changes in Partners' Capital (Deficit), (iv) the Condensed Statements of Cash Flows and (v) related notes, furnished herewith |
35 |
SIGNATURES
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. | |||
Date: | By: | Boston Capital Associates V LLC, General Partner | |
June 29, 2012 | 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 29, 2012 | /s/ John P. Manning | Director, President (Principal Executive Officer), | ||
John P. Manning |
Boston Capital Partners II Corp.; Director, President (Principal Executive Officer) BCTC V Assignor Corp. | |||
June 29, 2012 | /s/ Marc N. Teal | Sr. Vice President, Chief Financial Officer | ||
Marc N. Teal |
(Principal Financial and Accounting Officer), Boston Capital Partners II Corp.; Sr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) BCTC V Assignor Corp. |
36 |
FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS’ REPORT
BOSTON CAPITAL TAX CREDIT FUND V L.P. -
SERIES 47 THROUGH 49
MARCH 31, 2012 AND 2011
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
TABLE OF CONTENTS
PAGE | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-3 |
FINANCIAL STATEMENTS | |
BALANCE SHEETS | F-5 |
STATEMENTS OF OPERATIONS | F-9 |
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT) | F-13 |
STATEMENTS OF CASH FLOWS | F-17 |
NOTES TO FINANCIAL STATEMENTS | F-25 |
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.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners
Boston Capital Tax Credit Fund V L.P.
We have audited the accompanying balance sheets of Boston Capital Tax Credit Fund V L.P. - Series 47 through Series 49, in total and for each series, as of March 31, 2012 and 2011, and the related statements of operations, changes in partners’ capital (deficit) and cash flows for the total partnership and for each of the series for each of the years in the two-year period ended March 31, 2012. These financial statements are the responsibility of the partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
(continued)
F-3 |
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Boston Capital Tax Credit Fund V L.P. - Series 47 through Series 49, in total and for each series as of March 31, 2012 and 2011, and the results of its operations and its cash flows for the total partnership and for each series for each of the years in the two-year period ended March 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
/s/ Reznick Group, P.C.
REZNICK GROUP, P.C.
Bethesda, Maryland
June 29, 2012
(continued)
F-4 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
BALANCE SHEETS
March 31,
Total | ||||||||
2012 | 2011 | |||||||
ASSETS | ||||||||
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS | $ | 36,431,445 | $ | 45,194,905 | ||||
OTHER ASSETS | ||||||||
Cash and cash equivalents | 2,051,958 | 2,236,091 | ||||||
Notes receivable | 230,663 | 429,038 | ||||||
Deferred acquisition costs, net of accumulated amortization | 3,694,361 | 4,617,692 | ||||||
Other assets | 103,748 | 112,483 | ||||||
$ | 42,512,175 | $ | 52,590,209 | |||||
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT) | ||||||||
LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 843 | $ | 843 | ||||
Accounts payable - affiliates | 3,470,297 | 2,582,469 | ||||||
Capital contributions payable | 332,419 | 511,813 | ||||||
3,803,559 | 3,095,125 | |||||||
PARTNERS’ CAPITAL (DEFICIT) | ||||||||
Assignor limited partner | ||||||||
Units of limited partnership interest consisting of 12,500,000 authorized beneficial assignee certificates (BACs), $10 stated value per BAC, 11,777,706 at March 31, 2012 and 2011 are issued and outstanding to the assignees | - | - | ||||||
Limited partners | ||||||||
Units of beneficial interest of the limited partnership interest of the assignor limited partner, 11,777,706 issued and outstanding at March 31, 2012 and 2011 | 38,873,048 | 49,632,550 | ||||||
General partner | (164,432 | ) | (137,466 | ) | ||||
38,708,616 | 49,495,084 | |||||||
$ | 42,512,175 | $ | 52,590,209 |
(continued)
F-5 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
BALANCE SHEETS - CONTINUED
March 31,
Series 47 | ||||||||
2012 | 2011 | |||||||
ASSETS | ||||||||
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS | $ | 8,629,599 | $ | 10,949,197 | ||||
OTHER ASSETS | ||||||||
Cash and cash equivalents | 366,067 | 397,096 | ||||||
Notes receivable | - | - | ||||||
Deferred acquisition costs, net of accumulated amortization | 1,668,277 | 2,001,933 | ||||||
Other assets | - | - | ||||||
$ | 10,663,943 | $ | 13,348,226 | |||||
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT) | ||||||||
LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 385 | $ | 385 | ||||
Accounts payable - affiliates | 1,530,089 | 1,166,745 | ||||||
Capital contributions payable | 91,654 | 91,654 | ||||||
1,622,128 | 1,258,784 | |||||||
PARTNERS’ CAPITAL (DEFICIT) | ||||||||
Assignor limited partner | ||||||||
Units of limited partnership interest consisting of 12,500,000 authorized beneficial assignee certificates (BACs), $10 stated value per BAC, 3,478,334 at March 31, 2012 and 2011 are issued and outstanding to the assignees | - | - | ||||||
Limited partners | ||||||||
Units of beneficial interest of the limited partnership interest of the assignor limited partner, 3,478,334 issued and outstanding at March 31, 2012 and 2011 | 9,095,919 | 12,135,927 | ||||||
General partner | (54,104 | ) | (46,485 | ) | ||||
9,041,815 | 12,089,442 | |||||||
$ | 10,663,943 | $ | 13,348,226 |
(continued)
F-6 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
BALANCE SHEETS - CONTINUED
March 31,
Series 48 | ||||||||
2012 | 2011 | |||||||
ASSETS | ||||||||
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS | $ | 6,625,699 | $ | 8,346,895 | ||||
OTHER ASSETS | ||||||||
Cash and cash equivalents | 348,763 | 435,509 | ||||||
Notes receivable | - | 168,628 | ||||||
Deferred acquisition costs, net of accumulated amortization | 694,768 | 833,720 | ||||||
Other assets | - | - | ||||||
$ | 7,669,230 | $ | 9,784,752 | |||||
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT) | ||||||||
LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 115 | $ | 115 | ||||
Accounts payable - affiliates | 980,280 | 816,900 | ||||||
Capital contributions payable | 10,001 | 178,629 | ||||||
990,396 | 995,644 | |||||||
PARTNERS’ CAPITAL (DEFICIT) | ||||||||
Assignor limited partner | ||||||||
Units of limited partnership interest consisting of 12,500,000 authorized beneficial assignee certificates (BACs), $10 stated value per BAC, 2,299,372 at March 31, 2012 and 2011 are issued and outstanding to the assignees | - | - | ||||||
Limited partners | ||||||||
Units of beneficial interest of the limited partnership interest of the assignor limited partner, 2,299,372 issued and outstanding at March 31, 2012 and 2011 | 6,712,899 | 8,817,897 | ||||||
General partner | (34,065 | ) | (28,789 | ) | ||||
6,678,834 | 8,789,108 | |||||||
$ | 7,669,230 | $ | 9,784,752 |
(continued)
F-7 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
BALANCE SHEETS - CONTINUED
March 31,
Series 49 | ||||||||
2012 | 2011 | |||||||
ASSETS | ||||||||
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS | $ | 21,176,147 | $ | 25,898,813 | ||||
OTHER ASSETS | ||||||||
Cash and cash equivalents | 1,337,128 | 1,403,486 | ||||||
Notes receivable | 230,663 | 260,410 | ||||||
Deferred acquisition costs, net of accumulated amortization | 1,331,316 | 1,782,039 | ||||||
Other assets | 103,748 | 112,483 | ||||||
$ | 24,179,002 | $ | 29,457,231 | |||||
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT) | ||||||||
LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 343 | $ | 343 | ||||
Accounts payable - affiliates | 959,928 | 598,824 | ||||||
Capital contributions payable | 230,764 | 241,530 | ||||||
1,191,035 | 840,697 | |||||||
PARTNERS’ CAPITAL (DEFICIT) | ||||||||
Assignor limited partner | ||||||||
Units of limited partnership interest consisting of 12,500,000 authorized beneficial assignee certificates (BACs), $10 stated value per BAC, 6,000,000 at March 31, 2012 and 2011 are issued and outstanding to the assignees | - | - | ||||||
Limited partners | ||||||||
Units of beneficial interest of the limited partnership interest of the assignor limited partner, 6,000,000 issued and outstanding at March 31, 2012 and 2011 | 23,064,230 | 28,678,726 | ||||||
General partner | (76,263 | ) | (62,192 | ) | ||||
22,987,967 | 28,616,534 | |||||||
$ | 24,179,002 | $ | 29,457,231 |
See notes to financial statements
F-8 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF OPERATIONS
Years ended March 31, 2012 and 2011
Total | ||||||||
2012 | 2011 | |||||||
Income | ||||||||
Interest income | $ | 14,656 | $ | 54,209 | ||||
Other income | 5,525 | - | ||||||
Total income | 20,181 | 54,209 | ||||||
Share of losses from operating limited partnerships | (1,846,049 | ) | (3,152,301 | ) | ||||
Expenses and loss | ||||||||
Professional fees | 99,186 | 115,145 | ||||||
Partnership management fee | 1,009,786 | 1,021,891 | ||||||
Amortization | 769,616 | 993,070 | ||||||
General and administrative expenses | 82,290 | 88,883 | ||||||
Impairment loss | 6,999,722 | 6,214,616 | ||||||
8,960,600 | 8,433,605 | |||||||
NET LOSS | $ | (10,786,468 | ) | $ | (11,531,697 | ) | ||
Net loss allocated to general partner | $ | (26,966 | ) | $ | (28,829 | ) | ||
Net loss allocated to limited partner | $ | (10,759,502 | ) | $ | (11,502,868 | ) | ||
Net loss per BAC | $ | (0.91 | ) | $ | (0.98 | ) |
(continued)
F-9 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF OPERATIONS - CONTINUED
Years ended March 31, 2012 and 2011
Series 47 | ||||||||
2012 | 2011 | |||||||
Income | ||||||||
Interest income | $ | 2,248 | $ | 5,950 | ||||
Other income | - | - | ||||||
Total income | 2,248 | 5,950 | ||||||
Share of losses from operating limited partnerships | (350,362 | ) | (916,045 | ) | ||||
Expenses and loss | ||||||||
Professional fees | 30,920 | 33,403 | ||||||
Partnership management fee | 358,409 | 367,987 | ||||||
Amortization | 333,656 | 337,770 | ||||||
General and administrative expenses | 26,132 | 28,446 | ||||||
Impairment loss | 1,950,396 | 1,583,819 | ||||||
2,699,513 | 2,351,425 | |||||||
NET LOSS | $ | (3,047,627 | ) | $ | (3,261,520 | ) | ||
Net loss allocated to general partner | $ | (7,619 | ) | $ | (8,154 | ) | ||
Net loss allocated to limited partner | $ | (3,040,008 | ) | $ | (3,253,366 | ) | ||
Net loss per BAC | $ | (0.87 | ) | $ | (0.94 | ) |
(continued)
F-10 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF OPERATIONS - CONTINUED
Years ended March 31, 2012 and 2011
Series 48 | ||||||||
2012 | 2011 | |||||||
Income | ||||||||
Interest income | $ | 2,299 | $ | 7,490 | ||||
Other income | - | - | ||||||
Total income | 2,299 | 7,490 | ||||||
Share of losses from operating limited partnerships | (242,780 | ) | (911,098 | ) | ||||
Expenses and loss | ||||||||
Professional fees | 26,824 | 27,542 | ||||||
Partnership management fee | 219,915 | 208,840 | ||||||
Amortization | 138,952 | 226,325 | ||||||
General and administrative expenses | 22,896 | 24,016 | ||||||
Impairment loss | 1,461,206 | 1,230,871 | ||||||
1,869,793 | 1,717,594 | |||||||
NET LOSS | $ | (2,110,274 | ) | $ | (2,621,202 | ) | ||
Net loss allocated to general partner | $ | (5,276 | ) | $ | (6,553 | ) | ||
Net loss allocated to limited partner | $ | (2,104,998 | ) | $ | (2,614,649 | ) | ||
Net loss per BAC | $ | (0.92 | ) | $ | (1.14 | ) |
See notes to financial statements
F-11 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF OPERATIONS - CONTINUED
Years ended March 31, 2012 and 2011
Series 49 | ||||||||
2012 | 2011 | |||||||
Income | ||||||||
Interest income | $ | 10,109 | $ | 40,769 | ||||
Other income | 5,525 | - | ||||||
Total income | 15,634 | 40,769 | ||||||
Share of losses from operating limited partnerships | (1,252,907 | ) | (1,325,158 | ) | ||||
Expenses and loss | ||||||||
Professional fees | 41,442 | 54,200 | ||||||
Partnership management fee | 431,462 | 445,064 | ||||||
Amortization | 297,008 | 428,975 | ||||||
General and administrative expenses | 33,262 | 36,421 | ||||||
Impairment loss | 3,588,120 | 3,399,926 | ||||||
4,391,294 | 4,364,586 | |||||||
NET LOSS | $ | (5,628,567 | ) | $ | (5,648,975 | ) | ||
Net loss allocated to general partner | $ | (14,071 | ) | $ | (14,122 | ) | ||
Net loss allocated to limited partner | $ | (5,614,496 | ) | $ | (5,634,853 | ) | ||
Net loss per BAC | $ | (0.94 | ) | $ | (0.94 | ) |
See notes to financial statements
F-12 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)
Years ended March 31, 2012 and 2011
Limited | General | |||||||||||
Total | partner | partner | Total | |||||||||
Partners’ capital (deficit), March 31, 2010 | $ | 61,135,418 | $ | (108,637 | ) | $ | 61,026,781 | |||||
Net loss | (11,502,868 | ) | (28,829 | ) | (11,531,697 | ) | ||||||
Partners’ capital (deficit), March 31, 2011 | $ | 49,632,550 | $ | (137,466 | ) | $ | 49,495,084 | |||||
Net loss | (10,759,502 | ) | (26,966 | ) | (10,786,468 | ) | ||||||
Partners’ capital (deficit), March 31, 2012 | $ | 38,873,048 | $ | (164,432 | ) | $ | 38,708,616 |
(continued)
F-13 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT) - CONTINUED
Years ended March 31, 2012 and 2011
Limited | General | |||||||||||
Series 47 | partner | partner | Total | |||||||||
Partners’ capital (deficit), March 31, 2010 | $ | 15,389,293 | $ | (38,331 | ) | $ | 15,350,962 | |||||
Net loss | (3,253,366 | ) | (8,154 | ) | (3,261,520 | ) | ||||||
Partners’ capital (deficit), March 31, 2011 | $ | 12,135,927 | $ | (46,485 | ) | $ | 12,089,442 | |||||
Net loss | (3,040,008 | ) | (7,619 | ) | (3,047,627 | ) | ||||||
Partners’ capital (deficit), March 31, 2012 | $ | 9,095,919 | $ | (54,104 | ) | $ | 9,041,815 |
(continued)
F-14 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT) - CONTINUED
Years ended March 31, 2012 and 2011
Limited | General | |||||||||||
Series 48 | partner | partner | Total | |||||||||
Partners’ capital (deficit), March 31, 2010 | $ | 11,432,546 | $ | (22,236 | ) | $ | 11,410,310 | |||||
Net loss | (2,614,649 | ) | (6,553 | ) | (2,621,202 | ) | ||||||
Partners’ capital (deficit), March 31, 2011 | $ | 8,817,897 | $ | (28,789 | ) | $ | 8,789,108 | |||||
Net loss | (2,104,998 | ) | (5,276 | ) | (2,110,274 | ) | ||||||
Partners’ capital (deficit), March 31, 2012 | $ | 6,712,899 | $ | (34,065 | ) | $ | 6,678,834 |
(continued)
F-15 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT) - CONTINUED
Years ended March 31, 2012 and 2011
Limited | General | |||||||||||
Series 49 | partner | partner | Total | |||||||||
Partners’ capital (deficit), March 31, 2010 | $ | 34,313,579 | $ | (48,070 | ) | $ | 34,265,509 | |||||
Net loss | (5,634,853 | ) | (14,122 | ) | (5,648,975 | ) | ||||||
Partners’ capital (deficit), March 31, 2011 | $ | 28,678,726 | $ | (62,192 | ) | $ | 28,616,534 | |||||
Net loss | (5,614,496 | ) | (14,071 | ) | (5,628,567 | ) | ||||||
Partners’ capital (deficit), March 31, 2012 | $ | 23,064,230 | $ | (76,263 | ) | $ | 22,987,967 |
See notes to financial statements
F-16 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF CASH FLOWS
Years ended March 31, 2012 and 2011
Total | ||||||||
2012 | 2011 | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (10,786,468 | ) | $ | (11,531,697 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Share of loss from operating limited partnerships | 1,846,049 | 3,152,301 | ||||||
Impairment loss | 6,999,722 | 6,214,616 | ||||||
Distributions received from operating limited partnerships | 71,404 | 30,600 | ||||||
Amortization | 769,616 | 993,070 | ||||||
Changes in assets and liabilities | ||||||||
Other assets | 8,735 | (6,245 | ) | |||||
Accounts payable - affiliates | 887,828 | 937,828 | ||||||
Net cash used in operating activities | (203,114 | ) | (209,527 | ) | ||||
Cash flows from investing activities | ||||||||
Capital contributions paid to operating limited partnerships | (10,766 | ) | (59,339 | ) | ||||
(Advances) to repayments from operating limited partnerships | 29,747 | (155,128 | ) | |||||
Net cash provided by (used in) investing activities | 18,981 | (214,467 | ) | |||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (184,133 | ) | (423,994 | ) | ||||
Cash and cash equivalents, beginning | 2,236,091 | 2,660,085 | ||||||
Cash and cash equivalents, end | $ | 2,051,958 | $ | 2,236,091 |
(continued)
F-17 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF CASH FLOWS - CONTINUED
Years ended March 31, 2012 and 2011
Total | ||||||||
2012 | 2011 | |||||||
Supplemental schedule of noncash investing and financing activities: | ||||||||
The fund applied notes receivable and advances to its capital contribution obligation to operating limted partnerships. | $ | 168,628 | $ | 1,860,931 | ||||
The fund has increased its investments in operating limited partnerships and increased its capital contribution obligation in operating limited partnerships for low-income tax credits generated. | $ | - | $ | 4,686 | ||||
The fund has decreased its investments in operating limited partnerships and decreased its capital contribution obligation to operating limited partnerships for low-income tax credits not generated. | $ | - | $ | 115,156 |
(continued)
F-18 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF CASH FLOWS - CONTINUED
Years ended March 31, 2012 and 2011
Series 47 | ||||||||
2012 | 2011 | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (3,047,627 | ) | $ | (3,261,520 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Share of loss from operating limited partnerships | 350,362 | 916,045 | ||||||
Impairment loss | 1,950,396 | 1,583,819 | ||||||
Distributions received from operating limited partnerships | 18,840 | 552 | ||||||
Amortization | 333,656 | 337,770 | ||||||
Changes in assets and liabilities | ||||||||
Other assets | - | - | ||||||
Accounts payable - affiliates | 363,344 | 388,344 | ||||||
Net cash used in operating activities | (31,029 | ) | (34,990 | ) | ||||
Cash flows from investing activities | ||||||||
Capital contributions paid to operating limited partnerships | - | (2,475 | ) | |||||
(Advances) to repayments from operating limited partnerships | - | - | ||||||
Net cash provided by (used in) investing activities | - | (2,475 | ) | |||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (31,029 | ) | (37,465 | ) | ||||
Cash and cash equivalents, beginning | 397,096 | 434,561 | ||||||
Cash and cash equivalents, end | $ | 366,067 | $ | 397,096 |
(continued)
F-19 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF CASH FLOWS - CONTINUED
Years ended March 31, 2012 and 2011
Series 47 | ||||||||
2012 | 2011 | |||||||
Supplemental schedule of noncash investing and financing activities: | ||||||||
The fund applied notes receivable and advances to its capital contribution obligation to operating limted partnerships. | $ | - | $ | 199,846 | ||||
The fund has increased its investments in operating limited partnerships and increased its capital contribution obligation in operating limited partnerships for low-income tax credits generated. | $ | - | $ | 2,343 | ||||
The fund has decreased its investments in operating limited partnerships and decreased its capital contribution obligation to operating limited partnerships for low-income tax credits not generated. | $ | - | $ | - |
(continued)
F-20 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF CASH FLOWS - CONTINUED
Years ended March 31, 2012 and 2011
Series 48 | ||||||||
2012 | 2011 | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (2,110,274 | ) | $ | (2,621,202 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Share of loss from operating limited partnerships | 242,780 | 911,098 | ||||||
Impairment loss | 1,461,206 | 1,230,871 | ||||||
Distributions received from operating limited partnerships | 17,210 | 10,713 | ||||||
Amortization | 138,952 | 226,325 | ||||||
Changes in assets and liabilities | ||||||||
Other assets | - | - | ||||||
Accounts payable - affiliates | 163,380 | 238,380 | ||||||
Net cash used in operating activities | (86,746 | ) | (3,815 | ) | ||||
Cash flows from investing activities | ||||||||
Capital contributions paid to operating limited partnerships | - | (2,475 | ) | |||||
(Advances) to repayments from operating limited partnerships | - | (168,628 | ) | |||||
Net cash provided by (used in) investing activities | - | (171,103 | ) | |||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (86,746 | ) | (174,918 | ) | ||||
Cash and cash equivalents, beginning | 435,509 | 610,427 | ||||||
Cash and cash equivalents, end | $ | 348,763 | $ | 435,509 |
(continued)
F-21 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF CASH FLOWS - CONTINUED
Years ended March 31, 2012 and 2011
Series 48 | ||||||||
2012 | 2011 | |||||||
Supplemental schedule of noncash investing and financing activities: | ||||||||
The fund applied notes receivable and advances to its capital contribution obligation to operating limted partnerships. | $ | 168,628 | $ | 199,846 | ||||
The fund has increased its investments in operating limited partnerships and increased its capital contribution obligation in operating limited partnerships for low-income tax credits generated. | $ | - | $ | 2,343 | ||||
The fund has decreased its investments in operating limited partnerships and decreased its capital contribution obligation to operating limited partnerships for low-income tax credits not generated. | $ | - | $ | 115,156 |
(continued)
F-22 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF CASH FLOWS - CONTINUED
Years ended March 31, 2012 and 2011
Series 49 | ||||||||
2012 | 2011 | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (5,628,567 | ) | $ | (5,648,975 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Share of loss from operating limited partnerships | 1,252,907 | 1,325,158 | ||||||
Impairment loss | 3,588,120 | 3,399,926 | ||||||
Distributions received from operating limited partnerships | 35,354 | 19,335 | ||||||
Amortization | 297,008 | 428,975 | ||||||
Changes in assets and liabilities | ||||||||
Other assets | 8,735 | (6,245 | ) | |||||
Accounts payable - affiliates | 361,104 | 311,104 | ||||||
Net cash used in operating activities | (85,339 | ) | (170,722 | ) | ||||
Cash flows from investing activities | ||||||||
Capital contributions paid to operating limited partnerships | (10,766 | ) | (54,389 | ) | ||||
(Advances) to repayments from operating limited partnerships | 29,747 | 13,500 | ||||||
Net cash provided by (used in) investing activities | 18,981 | (40,889 | ) | |||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (66,358 | ) | (211,611 | ) | ||||
Cash and cash equivalents, beginning | 1,403,486 | 1,615,097 | ||||||
Cash and cash equivalents, end | $ | 1,337,128 | $ | 1,403,486 |
(continued)
F-23 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
STATEMENTS OF CASH FLOWS - CONTINUED
Years ended March 31, 2012 and 2011
Series 49 | ||||||||
2012 | 2011 | |||||||
Supplemental schedule of noncash investing and financing activities: | ||||||||
The fund applied notes receivable and advances to its capital contribution obligation to operating limted partnerships. | $ | - | $ | 1,461,239 | ||||
The fund has increased its investments in operating limited partnerships and increased its capital contribution obligation in operating limited partnerships for low-income tax credits generated. | $ | - | $ | - | ||||
The fund has decreased its investments in operating limited partnerships and decreased its capital contribution obligation to operating limited partnerships for low-income tax credits not generated. | $ | - | $ | - |
See notes to financial statements
F-24 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS
March 31, 2012 and 2011
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Boston Capital Tax Credit Fund V L.P. (the “Fund” or “Partnership”) was formed under the laws of the State of Delaware on October 15, 2003, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating limited partnerships which have been organized to acquire, develop, rehabilitate, operate and own newly constructed, existing or rehabilitated apartment complexes which qualified for the Low-Income Housing Tax Credit established by the Tax Reform Act of 1986. Accordingly, the apartment complexes are restricted as to rent charges and operating methods. The general partner of the Fund is Boston Capital Associates V L.L.C. and the limited partner is BCTC V Assignor Corp. (the “assignor limited partner”).
In accordance with the limited partnership agreement, profits, losses, and cash flow (subject to certain priority allocations and distributions) and tax credits are allocated 99.75% to the assignees and .25% to the general partner.
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, 2005, subscriptions had been received and accepted by the Fund for 11,777,706 BAC's representing capital contributions of $117,777,060.
The BAC’s issued and outstanding in each series at March 31, 2012 and 2011 are as follows:
2012 | 2011 | ||||||||
Series 47 | 3,478,334 | 3,478,334 | |||||||
Series 48 | 2,299,372 | 2,299,372 | |||||||
Series 49 | 6,000,000 | 6,000,000 | |||||||
11,777,706 | 11,777,706 |
F-25 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investments in Operating Limited Partnerships
The Fund accounts for its investments in operating limited partnerships using the equity method, whereby the Fund adjusts its investment cost for its share of each operating limited partnership’s results of operations and for any distributions received or accrued. However, the Fund recognizes the individual operating limited partnership’s losses only to the extent that the Fund’s share of losses from the operating limited partnerships does not exceed the carrying amount of its investment and its advances to operating limited partnerships. Unrecognized losses are suspended and offset against future individual operating limited partnership income.
The Fund reviews its investment in operating limited partnerships for impairment whenever events or changes in circumstances indicate that the carrying amount of such investments may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the investment to the future net undiscounted cash flows expected to be generated by the operating limited partnerships including the low-income housing tax credits and the residual value upon sale or disposition of the equity interest in the operating limited partnerships. If the investment is considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the investment exceeds the fair value of such investment. The Fund also evaluates its intangibles for impairment in connection with its investments in operating limited partnerships. Impairment losses have been recognized for the years ended March 31, 2012 and March 31, 2011, of $6,999,722 and $6,214,616, respectively.
Capital contributions to operating limited partnerships are adjusted by tax credit adjusters. Tax credit adjusters are defined as adjustments to operating limited partnership capital contributions due to reductions in actual tax credits from those originally projected. The Fund records tax credit adjusters as a reduction in investments in operating limited partnerships and capital contributions payable.
F-26 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The operating limited partnerships maintain their financial statements based on a calendar year and the Fund utilizes a March 31 year-end. The Fund records losses and income from the operating limited partnerships on a calendar year basis which is not materially different from losses and income generated if the operating limited partnerships utilized a March 31 year-end.
The Fund records capital contributions payable to the operating limited partnerships once there is a binding obligation to fund a specified amount. The operating limited partnerships record capital contributions from the Fund when received.
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. 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 is required to consolidate the VIE.
The Fund determines whether an entity is a VIE and whether it is the primary beneficiary at the date of initial involvement with the entity. The Fund reassesses whether it is the primary beneficiary of a VIE on an ongoing basis based on changes in facts and circumstances. In determining whether it is the primary beneficiary, the partnership considers the purpose and activities of the VIE, including the variability and related risks the VIE incurs and transfers to other entities and their related parties. These factors are considered in determining whether the Fund has the power to direct activities of the VIE that most significantly impact the VIE’s economic performance and whether the Fund also has the obligation to absorb losses of or receive benefits from the VIE that could be potentially significant to the VIE. If the Fund determines that it is the primary beneficiary of the VIE, the VIE is consolidated within the partnership’s financial statements.
F-27 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Based on this guidance, the operating limited partnerships in which the Fund invests meet the definition of a VIE. However, management does not consolidate the Fund’s interests in these VIEs under this guidance, as it is not considered to be the primary beneficiary. The Fund currently records the amount of its investment in these operating limited partnerships as an asset on its balance sheets, recognizes its share of the operating limited 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 limited partnerships, advances to operating limited partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Fund’s exposure to loss on these operating limited partnerships is mitigated by the condition and financial performance of the underlying properties as well as the strength of the operating general partners and their guarantee against credit recapture.
F-28 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Deferred Acquisition Costs
Acquisition costs were amortized on the straight-line method over 27.5 years. As of March 31, 2012, an impairment loss of $153,715 for Series 49 was recorded. As of March 31, 2011, an impairment loss of $515,429 and $791,820 for Series 48 and Series 49, respectively, was recorded. As of March 31, 2012, the lives of the remaining acquisition costs were reassessed and determined to be 5 years for all Series.
Accumulated amortization as of March 31, 2012 and 2011 is as follows:
2012 | 2011 | ||||||||
Series 47 | $ | 1,245,954 | $ | 912,298 | |||||
Series 48 | 738,387 | 599,435 | |||||||
Series 49 | 1,598,717 | 1,301,709 | |||||||
$ | 3,583,058 | $ | 2,813,442 |
The amortization of deferred acquisition costs for each of the ensuing 5 years through March 31, 2017 is estimated to be $738,872 per year.
F-29 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Capitalized Expenses
Costs incurred in connection with borrowing funds to make capital contributions to operating limited partnerships and certain other costs are capitalized and included in investments in operating limited partnerships. Such costs are being amortized on the straight-line method over 27.5 years. As of March 31, 2011, an impairment loss of $86,385 and $31,129 for Series 47 and Series 48, respectively, was recorded to bring the capitalized expense to zero for Series 47 and Series 48
Accumulated amortization for capitalized expenses as of March 31, 2012 and 2011 are as follows:
2012 | 2011 | ||||||||
Series 47 | $ | - | $ | 25,689 | |||||
Series 48 | - | 9,134 | |||||||
Series 49 | - | - | |||||||
$ | - | $ | 34,823 |
F-30 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 Fund. 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.
Cash and Cash Equivalents
Cash equivalents include money market accounts having original maturities at date of acquisition of three months or less. The carrying value approximates fair value because of the short maturity of these instruments.
Fiscal Year
For financial reporting purposes, the Fund uses a March 31 year-end, whereas for income tax reporting purposes, the Fund uses a calendar year. The operating limited partnerships use a calendar year for both financial and income tax reporting.
F-31 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Net Loss per Beneficial Assignee Certificate
Net loss per beneficial assignee partnership unit is calculated based upon the weighted average number of units outstanding during the year. The weighted average number of units in Series 47, 48 and 49 at March 31, 2012 and 2011 are as follows:
2012 | 2011 | |||||||
Series 47 | 3,478,334 | 3,478,334 | ||||||
Series 48 | 2,299,372 | 2,299,372 | ||||||
Series 49 | 6,000,000 | 6,000,000 | ||||||
11,777,706 | 11,777,706 |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
F-32 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
In June 2009, the the Financial Accounting Standards Board (FASB) issued an amendment to the accounting and disclosure requirements for the consolidation of VIEs. The amended guidance modifies the consolidation model to one based on control and economics, and replaces the current quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures around VIEs. This amendment is effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on April 1, 2010 did not have a material effect on the Fund’s financial statements.
F-33 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE B - RELATED PARTY TRANSACTIONS
During the years ended March 31, 2012 and 2011, the Fund entered into several transactions with various affiliates of the general partner, including Boston Capital Partners, Inc. (BCP), Boston Capital Services, Inc. (BCS), Boston Capital Holdings Limited Partnership (BCHLP) and Boston Capital Asset Management Limited Partnership (BCAM), as follows:
The Fund incurred a fund management fee to Boston Capital Asset Management Limited Partnership in an amount equal to .5 percent of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of various asset management and reporting fees paid by the Operating Partnerships. The fund management fees net of reporting fees incurred and the reporting fees paid by the Operating Partnerships for the years ended March 31, 2012 and 2011, are as follows:
2012 | ||||||||||||
Gross Fund Management Fee | Asset Management & Reporting Fee | Fund Management Fee net of Asset Management & Reporting Fee | ||||||||||
Series 47 | $ | 388,344 | $ | 29,935 | $ | 358,409 | ||||||
Series 48 | 238,380 | 18,465 | 219,915 | |||||||||
Series 49 | 511,104 | 79,642 | 431,462 | |||||||||
$ | 1,137,828 | $ | 128,042 | $ | 1,009,786 |
2011 | ||||||||||||
Gross Fund Management Fee | Asset Management & Reporting Fee | Fund Management Fee net of Asset Management & Reporting Fee | ||||||||||
Series 47 | $ | 388,344 | $ | 20,357 | $ | 367,987 | ||||||
Series 48 | 238,380 | 29,540 | 208,840 | |||||||||
Series 49 | 511,104 | 66,040 | 445,064 | |||||||||
$ | 1,137,828 | $ | 115,937 | $ | 1,021,891 |
F-34 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE B - RELATED PARTY TRANSACTIONS - continued
All fund management fees will be paid, without interest, from available cash flow or the proceeds of sales or refinancing of the partnership's interests in operating limited partnerships. As of March 31, 2012 and 2011, total fund management fees accrued were $3,470,297 and $2,582,469, respectively.
The fund management fees paid by the Fund for the years ended March 31, 2012 and 2011 are as follows:
2012 | 2011 | |||||||
Series 47 | $ | 25,000 | $ | - | ||||
Series 48 | 75,000 | - | ||||||
Series 49 | 150,000 | 200,000 | ||||||
$ | 250,000 | $ | 200,000 |
General and administrative expenses and professional fees incurred by Boston Capital Partners, Inc., Boston Capital Holdings Limited Partnership and Boston Capital Asset Management Limited Partnership for each series for the years ended March 31, 2012 and 2011, charged to each series’ operations are as follows:
2012 | 2011 | |||||||
Series 47 | $ | 20,239 | $ | 23,030 | ||||
Series 48 | 18,601 | 20,510 | ||||||
Series 49 | 23,457 | 27,117 | ||||||
$ | 62,297 | $ | 70,657 |
F-35 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
At March 31, 2012 and 2011, the Fund has limited partnership interests in operating limited partnerships which own or are constructing operating apartment complexes. The number of operating limited partnerships in which the Fund has limited partnership interests at March 31, 2012 and 2011 by series are as follows:
2012 | 2011 | |||||||
Series 47 | 15 | 15 | ||||||
Series 48 | 11 | 11 | ||||||
Series 49 | 24 | 24 | ||||||
50 | 50 |
Under the terms of the Fund’s investment in each operating limited partnership, the Fund is required to make capital contributions to the operating limited partnerships. These contributions are payable in installments over several years upon each operating limited partnership achieving specified levels of construction and/or operations. At March 31, 2012 and 2011, contributions are payable to operating limited partnerships as follows:
2012 | 2011 | |||||||
Series 47 | $ | 91,654 | $ | 91,654 | ||||
Series 48 | 10,001 | 178,629 | ||||||
Series 49 | 230,764 | 241,530 | ||||||
$ | 332,419 | $ | 511,813 |
F-36 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
The fund’s investments in operating limited partnerships at March 31, 2012 is summarized as follows:
Total | Series 47 | Series 48 | Series 49 | |||||||||||||
Capital contributions paid and to be paid to operating limited partnerships, net of tax credit adjusters | $ | 88,232,675 | $ | 25,829,698 | $ | 17,111,380 | $ | 45,291,597 | ||||||||
Cumulative distributions from operating limited partnerships | (242,984 | ) | (36,275 | ) | (85,663 | ) | (121,046 | ) | ||||||||
Cumulative impairment loss in investments in operating limited partnerships | (19,633,177 | ) | (6,099,586 | ) | (2,567,590 | ) | (10,966,001 | ) | ||||||||
Cumulative losses from operating limited partnerships | (31,925,069 | ) | (11,064,238 | ) | (7,832,428 | ) | (13,028,403 | ) | ||||||||
Investments in operating limited partnerships per balance sheets | 36,431,445 | 8,629,599 | 6,625,699 | 21,176,147 |
F-37 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
Total | Series 47 | Series 48 | Series 49 | |||||||||||||
The fund has recorded capital contributions to the operating limited partnerships during the year ended March 31, 2012 which have not been included in the partnership’s capital account included in the operating limited partnerships’ financial statements as of December 31, 2011 (see note A). | (655,098 | ) | (91,653 | ) | (178,628 | ) | (384,817 | ) | ||||||||
Equity in loss of operating limited partnerships not recognizable under the equity method of accounting (see note A). | (8,746,941 | ) | (800,432 | ) | (263,057 | ) | (7,683,452 | ) | ||||||||
The fund has recorded low-income housing tax credit adjusters not recorded by operating limited partnerships (see note A). | 333,626 | - | - | 333,626 | ||||||||||||
Cumulative impairment loss in investments in operating limited partnerships | 19,633,177 | 6,099,586 | 2,567,590 | 10,966,001 | ||||||||||||
Other | 4,754 | (5,759 | ) | 2,420 | 8,093 | |||||||||||
Equity per operating limited partnerships’ combined financial statements | $ | 47,000,963 | $ | 13,831,341 | $ | 8,754,024 | $ | 24,415,598 |
F-38 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
The fund’s investments in operating limited partnerships at March 31, 2011 is summarized as follows:
Total | Series 47 | Series 48 | Series 49 | |||||||||||||
Capital contributions paid and to be paid to operating limited partnerships, net of tax credit adjusters | $ | 88,232,675 | $ | 25,829,698 | $ | 17,111,380 | $ | 45,291,597 | ||||||||
Cumulative distributions from operating limited partnerships | (171,580 | ) | (17,435 | ) | (68,453 | ) | (85,692 | ) | ||||||||
Cumulative impairment loss in investments in operating limited partnerships | (12,787,170 | ) | (4,149,190 | ) | (1,106,384 | ) | (7,531,596 | ) | ||||||||
Cumulative losses from operating limited partnerships | (30,079,020 | ) | (10,713,876 | ) | (7,589,648 | ) | (11,775,496 | ) | ||||||||
Investments in operating limited partnerships per balance sheets | 45,194,905 | 10,949,197 | 8,346,895 | 25,898,813 |
F-39 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
Total | Series 47 | Series 48 | Series 49 | |||||||||||||
The fund has recorded capital contributions to the operating limited partnerships during the year ended March 31, 2011 which have not been included in the partnership’s capital account included in the operating limited partnerships’ financial statements as of December 31, 2010 (see note A). | (665,864 | ) | (91,653 | ) | (178,628 | ) | (395,583 | ) | ||||||||
Equity in loss of operating limited partnerships not recognizable under the equity method of accounting (see note A). | (7,921,693 | ) | (249,351 | ) | (51,330 | ) | (7,621,012 | ) | ||||||||
The fund has recorded low-income housing tax credit adjusters not recorded by operating limited partnerships (see note A). | 333,626 | - | - | 333,626 | ||||||||||||
Cumulative impairment loss in investments in operating limited partnerships | 12,787,170 | 4,149,190 | 1,106,384 | 7,531,596 | ||||||||||||
Other | 5,633 | (5,657 | ) | 2,441 | 8,849 | |||||||||||
Equity per operating limited partnerships’ combined financial statements | $ | 49,733,777 | $ | 14,751,726 | $ | 9,225,762 | $ | 25,756,289 |
F-40 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
The combined summarized balance sheets of the operating limited partnerships in which Series 47, 48 and 49 hold an interest as of December 31, 2011 are as follows:
COMBINED SUMMARIZED BALANCE SHEETS
Total | Series 47 | Series 48 | Series 49 | |||||||||||||
ASSETS | ||||||||||||||||
Buildings and improvements, net of accumulated depreciation | $ | 246,480,158 | $ | 83,289,382 | $ | 59,063,634 | $ | 104,127,142 | ||||||||
Land | 22,528,233 | 8,589,687 | 6,709,244 | 7,229,302 | ||||||||||||
Other assets | 23,053,924 | 8,239,979 | 5,448,962 | 9,364,983 | ||||||||||||
$ | 292,062,315 | $ | 100,119,048 | $ | 71,221,840 | $ | 120,721,427 | |||||||||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||||||||||||
Mortgages and construction loans payable | $ | 192,130,464 | $ | 68,373,641 | $ | 49,008,261 | $ | 74,748,562 | ||||||||
Accounts payable and accrued expenses | 2,940,104 | 1,231,546 | 712,925 | 995,633 | ||||||||||||
Other liabilities | 32,205,394 | 9,838,390 | 7,215,583 | 15,151,421 | ||||||||||||
227,275,962 | 79,443,577 | 56,936,769 | 90,895,616 | |||||||||||||
PARTNERS’ CAPITAL | ||||||||||||||||
Boston Capital Tax Credit Fund V L.P. | 47,000,963 | 13,831,341 | 8,754,024 | 24,415,598 | ||||||||||||
Other partners | 17,785,390 | 6,844,130 | 5,531,047 | 5,410,213 | ||||||||||||
64,786,353 | 20,675,471 | 14,285,071 | 29,825,811 | |||||||||||||
$ | 292,062,315 | $ | 100,119,048 | $ | 71,221,840 | $ | 120,721,427 |
F-41 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
The combined summarized balance sheets of the operating limited partnerships in which Series 47, 48 and 49 hold an interest as of December 31, 2010 are as follows:
COMBINED SUMMARIZED BALANCE SHEETS
Total | Series 47 | Series 48 | Series 49 | |||||||||||||
ASSETS | ||||||||||||||||
Buildings and improvements, net of accumulated depreciation | $ | 257,744,656 | $ | 87,045,310 | $ | 61,870,702 | $ | 108,828,644 | ||||||||
Land | 22,576,589 | 8,589,687 | 6,709,244 | 7,277,658 | ||||||||||||
Other assets | 22,531,584 | 8,162,397 | 5,221,399 | 9,147,788 | ||||||||||||
$ | 302,852,829 | $ | 103,797,394 | $ | 73,801,345 | $ | 125,254,090 | |||||||||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||||||||||||
Mortgages and construction loans payable | $ | 195,399,491 | $ | 69,493,831 | $ | 49,679,903 | $ | 76,225,757 | ||||||||
Accounts payable and accrued expenses | 3,645,373 | 1,367,804 | 629,998 | 1,647,571 | ||||||||||||
Other liabilities | 35,692,514 | 11,106,248 | 8,498,605 | 16,087,661 | ||||||||||||
234,737,378 | 81,967,883 | 58,808,506 | 93,960,989 | |||||||||||||
PARTNERS’ CAPITAL | ||||||||||||||||
Boston Capital Tax Credit Fund V L.P. | 49,733,777 | 14,751,726 | 9,225,762 | 25,756,289 | ||||||||||||
Other partners | 18,381,674 | 7,077,785 | 5,767,077 | 5,536,812 | ||||||||||||
68,115,451 | 21,829,511 | 14,992,839 | 31,293,101 | |||||||||||||
$ | 302,852,829 | $ | 103,797,394 | $ | 73,801,345 | $ | 125,254,090 |
F-42 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
The combined summarized statements of operations of the operating limited partnerships for the year ended December 31, 2011 in which Series 47 through Series 49 had an interest as of December 31, 2011 are as follows:
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Total | Series 47 | Series 48 | Series 49 | |||||||||||||
Revenue | ||||||||||||||||
Rent | $ | 33,221,675 | $ | 12,022,011 | $ | 8,049,555 | $ | 13,150,109 | ||||||||
Interest and other | 1,235,811 | 483,125 | 330,945 | 421,741 | ||||||||||||
34,457,486 | 12,505,136 | 8,380,500 | 13,571,850 | |||||||||||||
Expenses | ||||||||||||||||
Interest | 5,521,080 | 1,736,678 | 1,077,921 | 2,706,481 | ||||||||||||
Depreciation and amortization | 11,204,983 | 3,731,135 | 2,706,700 | 4,767,148 | ||||||||||||
Taxes and insurance | 3,954,517 | 1,592,297 | 966,551 | 1,395,669 | ||||||||||||
Repairs and maintenance | 4,258,853 | 1,657,626 | 1,034,278 | 1,566,949 | ||||||||||||
Operating expenses | 12,052,181 | 4,422,472 | 2,768,580 | 4,861,129 | ||||||||||||
Impairment | - | - | - | - | ||||||||||||
Other expenses | 1,115,805 | 491,399 | 478,737 | 145,669 | ||||||||||||
38,107,419 | 13,631,607 | 9,032,767 | 15,443,045 | |||||||||||||
NET LOSS | $ | (3,649,933 | ) | $ | (1,126,471 | ) | $ | (652,267 | ) | $ | (1,871,195 | ) | ||||
Net loss allocated to Boston Capital Tax Credit Fund V L.P. * | $ | (2,712,711 | ) | $ | (901,443 | ) | $ | (454,507 | ) | $ | (1,356,761 | ) | ||||
Net loss allocated to other partners | $ | (937,222 | ) | $ | (225,028 | ) | $ | (197,760 | ) | $ | (514,434 | ) |
* Amount includes $551,081, $211,727 and $103,854 for Series 47, Series 48 and Series 49, respectively, of loss not recognized under the equity method of accounting as described in note A.
F-43 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
The combined summarized statements of operations of the operating limited partnerships for the year ended December 31, 2010 in which Series 47 through Series 49 had an interest as of December 31, 2010 are as follows:
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Total | Series 47 | Series 48 | Series 49 | |||||||||||||
Revenue | ||||||||||||||||
Rent | $ | 31,519,954 | $ | 11,630,669 | $ | 7,728,078 | $ | 12,161,207 | ||||||||
Interest and other | 1,221,648 | 399,684 | 292,826 | 529,138 | ||||||||||||
32,741,602 | 12,030,353 | 8,020,904 | 12,690,345 | |||||||||||||
Expenses | ||||||||||||||||
Interest | 5,009,397 | 1,808,847 | 1,111,209 | 2,089,341 | ||||||||||||
Depreciation and amortization | 11,078,105 | 3,736,907 | 2,749,409 | 4,591,789 | ||||||||||||
Taxes and insurance | 3,987,855 | 1,597,929 | 984,859 | 1,405,067 | ||||||||||||
Repairs and maintenance | 4,734,858 | 1,873,745 | 1,342,662 | 1,518,451 | ||||||||||||
Operating expenses | 11,686,940 | 4,237,317 | 2,841,165 | 4,608,458 | ||||||||||||
Impairment | 6,728,437 | - | - | 6,728,437 | ||||||||||||
Other expenses | 2,596,626 | 527,862 | 504,775 | 1,563,989 | ||||||||||||
45,822,218 | 13,782,607 | 9,534,079 | 22,505,532 | |||||||||||||
NET LOSS | $ | (13,080,616 | ) | $ | (1,752,254 | ) | $ | (1,513,175 | ) | $ | (9,815,187 | ) | ||||
Net loss allocated to Boston Capital Tax Credit Fund V L.P. | $ | (10,552,123 | ) | $ | (1,165,396 | ) | $ | (962,428 | ) | $ | (8,424,299 | ) | ||||
Net loss allocated to other partners | $ | (2,528,493 | ) | $ | (586,858 | ) | $ | (550,747 | ) | $ | (1,390,888 | ) |
* Amount includes $249,351, $51,330 and $7,099,141 for Series 47, Series 48 and Series 49, respectively, of loss not recognized under the equity method of accounting as described in note A.
F-44 |
Boston Capital Tax Credit Fund V L.P. -
Series 47 through 49
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2012 and 2011
NOTE D - NOTES RECEIVABLE
Notes receivable at March 31, 2012 and 2011 consist of advance installments of $230,663 and $429,038 , respectively, of capital contributions to operating limited partnerships. The notes are comprised of noninterest bearing and interest bearing notes with rates ranging from prime to prime + 1.00%. Prime was 3.25% as of March 31, 2012 and 2011. These notes are secured by future installments of capital contributions or paid upon demand. The notes at March 31, 2012 and 2011 by series are as follows:
2012 | 2011 | |||||||
Series 47 | $ | - | $ | - | ||||
Series 48 | - | 168,628 | ||||||
Series 49 | 230,663 | 260,410 | ||||||
$ | 230,663 | $ | 429,038 |
F-45 |
NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO TAX RETURN
For income tax purposes, the fund reports using a December 31 year-end. The fund’s net income (loss) for financial reporting and tax return purposes for the year ended March 31, 2012 is reconciled as follows:
Total | Series 47 | Series 48 | Series 49 | |||||||||||||
Net income (loss) for financial reporting purposes | $ | (10,786,468 | ) | $ | (3,047,627 | ) | $ | (2,110,274 | ) | $ | (5,628,567 | ) | ||||
Accrued partnership management fee not deducted for income tax purposes | 887,828 | 363,344 | 163,380 | 361,104 | ||||||||||||
Other | 688,432 | 34,553 | 27,003 | 626,876 | ||||||||||||
Excess of tax depreciation over book depreciation on operating limited partnership assets | (1,182,633 | ) | (295,101 | ) | (395,534 | ) | (491,998 | ) | ||||||||
Impairment loss not recognized for tax purposes | 6,999,722 | 1,950,396 | 1,461,206 | 3,588,120 | ||||||||||||
Operating limited partnership losses not recognized for financial reporting purposes under equity method of accounting | (866,662 | ) | (551,081 | ) | (211,727 | ) | (103,854 | ) | ||||||||
Operating limited partnership impairment loss not recognized for tax purposes | - | - | - | - | ||||||||||||
Difference due to fiscal year for book purposes and calendar year for tax purposes | 406,270 | 216,810 | 85,322 | 104,138 | ||||||||||||
Income (loss) for tax return purposes, December 31, 2011 | $ | (3,853,511 | ) | $ | (1,328,706 | ) | $ | (980,624 | ) | $ | (1,544,181 | ) |
F-46 |
NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO TAX RETURN (Continued)
For income tax purposes, the fund reports using a December 31 year-end. The fund’s net income (loss) for financial reporting and tax return purposes for the year ended March 31, 2011 is reconciled as follows:
Total | Series 47 | Series 48 | Series 49 | |||||||||||||
Net income (loss) for financial reporting purposes | $ | (11,531,697 | ) | $ | (3,261,520 | ) | $ | (2,621,202 | ) | $ | (5,648,975 | ) | ||||
Accrued partnership management fee not deducted (deducted) for income tax purposes | 937,828 | 388,344 | 238,380 | 311,104 | ||||||||||||
Other | 169,557 | 38,923 | 37,771 | 92,863 | ||||||||||||
Excess of tax depreciation over book depreciation on operating limited partnership assets | (1,996,364 | ) | (980,178 | ) | (485,547 | ) | (530,639 | ) | ||||||||
Impairment loss not recognized for tax purposes | 6,214,616 | 1,583,819 | 1,230,871 | 3,399,926 | ||||||||||||
Operating limited partnership losses not recognized for financial reporting purposes under equity method of accounting | (7,399,822 | ) | (249,351 | ) | (51,330 | ) | (7,099,141 | ) | ||||||||
Operating limited partnership impairment loss not recognized for tax purposes | 6,728,437 | - | - | 6,728,437 | ||||||||||||
Difference due to fiscal year for book purposes and calendar year for tax purposes | 655,144 | 245,385 | 149,852 | 259,907 | ||||||||||||
Income (loss) for tax return purposes, December 31, 2010 | $ | (6,222,301 | ) | $ | (2,234,578 | ) | $ | (1,501,205 | ) | $ | (2,486,518 | ) |
F-47 |
NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO TAX RETURN (Continued)
The differences between the investments in operating limited partnerships for tax purposes and financial statement purposes at March 31, 2012 are as follows:
Total | Series 47 | Series 48 | Series 49 | |||||||||||||
Investments in operating limited partnerships - tax return December 31, 2011 | $ | 44,981,252 | $ | 10,663,501 | $ | 6,391,941 | $ | 27,925,810 | ||||||||
Impairment loss in investment in operating limited partnerships | (19,633,177 | ) | (6,099,586 | ) | (2,567,590 | ) | (10,966,001 | ) | ||||||||
Operating limited partnership losses not recognized for financial reporting purposes under the equity method | (8,746,941 | ) | (800,432 | ) | (263,057 | ) | (7,683,452 | ) | ||||||||
Operating limited partnership impairment loss not recognized for tax purposes | - | - | - | - | ||||||||||||
Other | 19,830,311 | 4,866,116 | 3,064,405 | 11,899,790 | ||||||||||||
Investments in operating limited partnerships - as reported | $ | 36,431,445 | $ | 8,629,599 | $ | 6,625,699 | $ | 21,176,147 |
F-48 |
NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO TAX RETURN (Continued)
The differences between the investments in operating limited partnerships for tax purposes and financial statement purposes at March 31, 2011 are as follows:
Total | Series 47 | Series 48 | Series 49 | |||||||||||||
Investments in operating limited partnerships - tax return December 31, 2010 | $ | 48,380,727 | $ | 11,845,643 | $ | 7,348,812 | $ | 29,186,272 | ||||||||
Impairment loss in investment in operating limited partnerships | (12,787,170 | ) | (4,149,190 | ) | (1,106,384 | ) | (7,531,596 | ) | ||||||||
Operating limited partnership losses not recognized for financial reporting purposes under the equity method | (7,921,693 | ) | (249,351 | ) | (51,330 | ) | (7,621,012 | ) | ||||||||
Operating limited partnership impairment loss not recognized for tax purposes | 6,728,437 | - | - | 6,728,437 | ||||||||||||
Other | 10,794,604 | 3,502,095 | 2,155,797 | 5,136,712 | ||||||||||||
Investments in operating limited partnerships - as reported | $ | 45,194,905 | $ | 10,949,197 | $ | 8,346,895 | $ | 25,898,813 |
F-49 |
NOTE F- CASH EQUIVALENTS
Cash equivalents of $2,050,590 and $2,235,801 as of March 31, 2012 and 2011, respectively, include money market accounts with interest rates ranging from 0.10% to 0.35% per annum.
NOTE G - CONCENTRATION OF CREDIT RISK
The Fund maintains its cash and cash equivalent balances in several accounts in various financial institutions. The balances are generally insured by the Federal Deposit Insurance Corporation (FDIC) up to specified limits by each institution. At times, the balances may exceed these insurance limits; however, the Fund has not experienced any losses with respect to it balances in excess of FDIC insurance. Management believes that no significant concentration of credit risk with respect to these cash and cash equivalent balances exists as of March 31, 2012.
NOTE H - FAIR VALUE OF FINANCIAL INSTRUMENTS
The Fund’s financial instruments relate to other assets, notes receivable, and accounts payable - affiliates. Management has not disclosed the fair value of these financial instruments because determination of such fair value is deemed to be impractical. The other assets, notes receivable, and accounts payable - affiliates are due from or owed to affiliates of the Fund. The unique nature of these financial instruments makes determination of any fair value impractical. See notes B and D for disclosure of the carrying amount and terms of these financial instruments.
F-50 |
Exhibit 31.a
I, John P. Manning, certify that:
1. | I have reviewed this annual report on Form 10-K of Boston Capital Tax Credit Fund V L.P.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
June 29, 2012 | /s/ John P. Manning |
John P. Manning | |
Principal | |
Executive Officer |
Exhibit 31.b
I, Marc N. Teal, certify that:
1. | I have reviewed this annual report on Form 10-K of Boston Capital Tax Credit Fund V L.P.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
June 29, 2012 | /s/ Marc N. Teal |
Marc N. Teal | |
Principal Financial Officer |
EXHIBIT 32.a
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Boston Capital Tax Credit Fund V L.P. (the “Fund”) on Form 10-K for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John P. Manning, Principal Executive Officer of the Fund’s general partner, Boston Capital Associates V, L.L.C., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, after due inquiry:
(1) | The Report fully complies with the requirements of section 13(a)-15 or 15(d)-15 of the Securities and Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund. |
Date: | ||
June 29, 2012 | /s/ John P. Manning | |
John P. Manning | ||
Principal Executive Officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.b
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Boston Capital Tax Credit Fund V L.P. (the “Fund”) on Form 10-K for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marc N. Teal, Principal Financial Officer of the Fund’s general partner, Boston Capital Associates V L.L.C., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, after due inquiry:
(1) | The Report fully complies with the requirements of section 13(a)-15 or 15(d)-15 of the Securities and Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund. |
Date: | ||
June 29, 2012 | /s/ Marc N. Teal | |
Marc N. Teal | ||
Principal Financial Officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request.
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
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Mar. 31, 2012
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Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Investments Disclosure [Text Block] | NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
At March 31, 2012 and 2011, the Fund has limited partnership interests in operating limited partnerships which own or are constructing operating apartment complexes. The number of operating limited partnerships in which the Fund has limited partnership interests at March 31, 2012 and 2011 by series are as follows:
Under the terms of the Fund’s investment in each operating limited partnership, the Fund is required to make capital contributions to the operating limited partnerships. These contributions are payable in installments over several years upon each operating limited partnership achieving specified levels of construction and/or operations. At March 31, 2012 and 2011, contributions are payable to operating limited partnerships as follows:
The fund’s investments in operating limited partnerships at March 31, 2012 is summarized as follows:
The fund’s investments in operating limited partnerships at March 31, 2011 is summarized as follows:
The combined summarized balance sheets of the operating limited partnerships in which Series 47, 48 and 49 hold an interest as of December 31, 2011 are as follows:
COMBINED SUMMARIZED BALANCE SHEETS
The combined summarized balance sheets of the operating limited partnerships in which Series 47, 48 and 49 hold an interest as of December 31, 2010 are as follows:
COMBINED SUMMARIZED BALANCE SHEETS
The combined summarized statements of operations of the operating limited partnerships for the year ended December 31, 2011 in which Series 47 through Series 49 had an interest as of December 31, 2011 are as follows:
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
* Amount includes $551,081, $211,727 and $103,854 for Series 47, Series 48 and Series 49, respectively, of loss not recognized under the equity method of accounting as described in note A.
The combined summarized statements of operations of the operating limited partnerships for the year ended December 31, 2010 in which Series 47 through Series 49 had an interest as of December 31, 2010 are as follows:
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
* Amount includes $249,351, $51,330 and $7,099,141 for Series 47, Series 48 and Series 49, respectively, of loss not recognized under the equity method of accounting as described in note A. |