UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 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 0-17679
BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP.
(Exact name of registrant as specified in its charter)
Delaware |
04-3006542 |
(State or other jurisdiction |
(I.R.S. Employer |
of incorporation or organization) |
Identification No.) |
One Boston Place, Suite 2100, Boston, Massachusetts 02108
(617) 624-8900
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý |
No o |
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý |
No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer o |
Smaller reporting company ý |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o |
No ý |
BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2012
TABLE OF CONTENTS
FOR THE QUARTER ENDED SEPTEMBER 30, 2012
Part I. Financial information
Item 1. CONDENSED FINANCIAL STATEMENTS
CONDENSED Balance Sheets 4
Condensed Balance Sheets Series 1 5
Condensed Balance Sheets Series 2 6
Condensed Balance Sheets Series 3 7
Condensed Balance Sheets Series 4 8
Condensed Balance Sheets Series 5 9
Condensed Balance Sheets Series 6 10
CONDENSED Statements of Operations three months 11
Condensed Three Months Operations Series 1 *
Condensed Three Months Operations Series 2
*Condensed Three Months Operations Series 3
*Condensed Three Months Operations Series 4 15
Condensed Three Months Operations Series 5 16
Condensed Three Months Operations Series 6 17
CONDENSED Statements of Operations SIX months 18
Condensed Six Months Operations Series 1 19
Condensed Six Months Operations Series 2 20
Condensed Six Months Operations Series 3 21
Condensed Six Months Operations Series 4 22
Condensed Six Months Operations Series 5 23
Condensed Six Months Operations Series 6 24
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DeFICIT) 25
Condensed Partners' Capital (Deficit) Series 1 26
Condensed Partners' Capital (Deficit) Series 2 26
Condensed Partners' Capital (Deficit) Series 3 27
Condensed Partners' Capital (Deficit) Series 4 27
Condensed Partners' Capital (Deficit) Series 5 28
Condensed Partners' Capital (Deficit) Series 6 28
CONDENSED Statements of Cash Flows 29
Condensed Cash Flows Series 1
*Condensed Cash Flows Series 2 31
Condensed Cash Flows Series 3 32
Condensed Cash Flows Series 4 33
Condensed Cash Flows Series 5 34
Condensed Cash Flows Series 6 35
BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2012
TABLE OF CONTENTS (CONTINUED)
Notes to CONDENSED Financial Statements 36
Note A Organization 36
Note B Accounting
*Note C Related Party Transactions 37
Note D Investments 39
COMBINED CONDENSED STATEMENTS OF OPERATION 41
Combined Condensed Statements Series 1 42
Combined Condensed Statements Series 2 43
Combined Condensed Statements Series 3 44
Combined Condensed Statements Series 4 45
Combined Condensed Statements Series 5 46
Combined Condensed Statements Series 6 47
Note E Taxable Loss 48
Note F Income Taxes 48
Note G Subsequent Event 48
Note H Plan of Liquidation 49
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 50
Liquidity 50
Capital Resources 51
Results of Operations 52
Principal Accounting Policies and Estimates 58
Recent Accounting Changes 59
Item 3. Quantitative and Qualitative Disclosures About Market Risk 60
Item 4. Controls and Procedures 60
Part II Other Information 61
Item 1. Legal Proceedings 61
Item 1A. Risk Factors 61
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 61
Item 3. Defaults Upon Senior Securities 61
Item 4. Mine Safety Disclosures 61
Item 5. Other Information 61
Item 6. Exhibits 61
Signatures 62
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED BALANCE SHEETS
(Unaudited)
|
September 30, 2012 |
March 31, 2012 |
ASSETS |
||
Cash and cash equivalents |
|
|
|
|
|
|
$ 200,221 |
$ 219,878 |
|
|
|
LIABILITIES |
|
|
|
|
|
Accounts payable affiliates (note C) |
$ 2,880,376 |
$ 2,864,506 |
|
|
|
|
|
|
|
|
|
Assignees outstanding |
|
|
General Partner |
(259,619) |
(259,264) |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED BALANCE SHEETS
(Unaudited)
Series 1
|
September 30, 2012 |
March 31, 2012 |
ASSETS |
||
Cash and cash equivalents |
|
|
|
|
|
|
$ - |
$ - |
|
|
|
LIABILITIES |
|
|
|
|
|
Accounts payable affiliates (note C) |
$ - |
$ - |
|
|
|
PARTNERS' CAPITAL (DEFICIT) |
|
|
|
|
|
Assignees |
|
|
General Partner |
- |
- |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED BALANCE SHEETS
(Unaudited)
Series 2
|
September 30, 2012 |
March 31, 2012 |
ASSETS |
||
Cash and cash equivalents |
|
|
|
|
|
|
$ - |
$ - |
|
|
|
LIABILITIES |
|
|
|
|
|
Accounts payable affiliates (note C) |
$ - |
$ - |
|
|
|
PARTNERS' CAPITAL (DEFICIT) |
|
|
|
|
|
Assignees |
|
|
General Partner |
- |
- |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED BALANCE SHEETS
(Unaudited)
Series 3
|
September 30, 2012 |
March 31, 2012 |
ASSETS |
||
Cash and cash equivalents |
|
|
|
|
|
|
$ 200,221 |
$ 219,878 |
|
|
|
LIABILITIES |
|
|
|
|
|
Accounts payable affiliates (note C) |
$ 2,880,376 |
$ 2,864,506 |
|
|
|
PARTNERS' CAPITAL (DEFICIT) |
|
|
|
|
|
Assignees |
|
|
General Partner |
(259,619) |
(259,264) |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED BALANCE SHEETS
(Unaudited)
Series 4
|
September 30, 2012 |
March 31, 2012 |
ASSETS |
||
Cash and cash equivalents |
|
|
|
|
|
|
$ - |
$ - |
|
|
|
LIABILITIES |
|
|
|
|
|
Accounts payable affiliates (note C) |
$ - |
$ - |
|
|
|
PARTNERS' CAPITAL (DEFICIT) |
|
|
|
|
|
Assignees |
|
|
General Partner |
- |
- |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED BALANCE SHEETS
(Unaudited)
Series 5
|
September 30, 2012 |
March 31, 2012 |
ASSETS |
||
Cash and cash equivalents |
|
|
|
|
|
|
$ - |
$ - |
|
|
|
LIABILITIES |
|
|
|
|
|
Accounts payable affiliates (note C) |
$ - |
$ - |
|
|
|
PARTNERS' CAPITAL (DEFICIT) |
|
|
|
|
|
Assignees |
|
|
General Partner |
- |
- |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED BALANCE SHEETS
(Unaudited)
Series 6
|
September 30, 2012 |
March 31, 2012 |
ASSETS |
||
Cash and cash equivalents |
|
|
|
|
|
|
$ - |
$ - |
|
|
|
LIABILITIES |
|
|
|
|
|
Accounts payable affiliates (note C) |
$ - |
$ - |
|
|
|
PARTNERS' CAPITAL (DEFICIT) |
|
|
|
|
|
Assignees |
|
|
General Partner |
- |
- |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
|
|
|||
|
|
|
|
|
Income |
|
|
|
|
Interest income |
$ 51 |
|
$ 4,025 |
|
Miscellaneous income |
- |
|
52 |
|
|
|
|
|
|
Expenses |
|
|
|
|
Professional fees |
16,927 |
|
51,512 |
|
Partnership management fees, net (Note C) |
5,235 |
|
26,064 |
|
General and administrative fees |
3,803 |
|
17,238 |
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
$ (25,914) |
|
$ (90,737) |
|
|
|
|
|
|
Net loss allocated to assignees |
$ (25,655) |
|
$ (89,829) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per BAC |
$ (.00) |
|
$ (.01) |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
Series 1
|
|
|||
|
|
|
|
|
Income |
|
|
|
|
Interest income |
$ - |
|
$ 17 |
|
Miscellaneous income |
- |
|
- |
|
|
|
|||
Expenses |
|
|
|
|
Professional fees |
- |
|
10,384 |
|
Partnership management fees, net (Note C) |
- |
|
2,671 |
|
General and administrative fees |
- |
|
2,574 |
|
|
|
|
|
|
|
|
|
|
|
$ - |
|
$ (15,612) |
|
|
|
|
|
|
|
Net loss allocated to assignees |
$ - |
|
$ (15,456) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per BAC |
$ - |
|
$ (.01) |
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
Series 2
|
|
||
|
|
|
|
Income |
|
|
|
Interest income |
$ - |
$ 1,387 |
|
Miscellaneous income |
- |
- |
|
|
|
|
|
Expenses |
|
|
|
Professional fees |
- |
8,592 |
|
Partnership management fees, net (Note C) |
- |
5,188 |
|
General and administrative fees |
- |
4,172 |
|
|
|
|
|
|
|
|
|
NET LOSS |
$ - |
$ (16,565) |
|
|
|
|
|
Net loss allocated to assignees |
$ - |
$ (16,399) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per BAC |
$ - |
$ (.02) |
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
Series 3
|
|
|||||||
|
|
|
|
|
||||
Income |
|
|
|
|
||||
Interest income |
$ 51 |
|
$ 133 |
|
||||
Miscellaneous income |
- |
|
52 |
|
||||
|
|
|
|
|
||||
Expenses |
|
|
|
|
||||
Professional fees |
16,927 |
|
14,073 |
|
||||
Partnership management fees, net (Note C) |
5,235 |
|
9,129 |
|
||||
General and administrative expenses |
3,803 |
|
3,405 |
|
||||
|
|
|
|
|
||||
|
|
|
|
|
||||
NET LOSS |
$ (25,914) |
|
$ (26,422) |
|
||||
|
|
|
|
|
||||
Net loss allocated to assignees |
$ (25,655) |
|
$ (26,158) |
|
||||
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
|
|
|
||||
Net loss per BAC |
$ (.01) |
|
$ (.01) |
|
||||
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
Series 4
|
|
|||
|
|
|
|
|
Income |
|
|
|
|
Interest income |
$ - |
|
$ 2,200 |
|
Miscellaneous income |
- |
|
- |
|
|
|
|
|
|
Expenses |
|
|
|
|
Professional fees |
- |
|
9,908 |
|
Partnership management fees, net (Note C) |
- |
|
5,367 |
|
General and administrative fees |
- |
|
4,800 |
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
$ - |
|
$ (17,875) |
|
|
|
|
|
|
Net loss allocated to assignees |
$ - |
|
$ (17,696) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per BAC |
$ - |
|
$ (.01) |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
Series 5
|
|
|
|
|
|
Income |
|
|
Interest income |
$ - |
$ 288 |
Miscellaneous income |
- |
- |
|
|
288 |
Expenses |
|
|
Professional fees |
- |
8,555 |
Partnership management fees, net (Note C) |
- |
3,709 |
General and administrative fees |
- |
2,287 |
|
|
|
|
|
|
NET LOSS |
$ - |
$ (14,263) |
|
|
|
Net loss allocated to assignees |
$ - |
$ (14,120) |
|
|
|
|
|
|
Net loss per BAC |
$ - |
$ (.03) |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
Series 6
|
|
|||
|
|
|
|
|
Income |
|
|
|
|
Interest income |
$ - |
|
$ - |
|
Miscellaneous income |
- |
|
- |
|
|
|
|
|
|
Expenses |
|
|
|
|
Professional fees |
- |
|
- |
|
Partnership management fees, net (Note C) |
- |
|
- |
|
General and administrative expenses |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
$ - |
|
$ - |
|
|
|
|
|
|
Net loss allocated to assignees |
$ - |
|
$ - |
|
|
|
|
|
|
|
|
|
|
|
Net loss per BAC |
$ - |
|
$ - |
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
|
|
|||
|
|
|
|
|
Income |
|
|
|
|
Interest income |
$ 106 |
|
$ 8,426 |
|
Miscellaneous income |
52 |
|
52 |
|
|
|
|
|
|
Expenses |
|
|
|
|
Professional fees |
16,927 |
|
53,290 |
|
Partnership management fees, net (Note C) |
10,995 |
|
52,746 |
|
General and administrative fees |
7,763 |
|
29,295 |
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
$ (35,527) |
|
$ (126,853) |
|
|
|
|
|
|
Net loss allocated to assignees |
$ (35,172) |
|
$ (125,585) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per BAC |
$ (.00) |
|
$ (.01) |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
Series 1
|
|
|||
|
|
|
|
|
Income |
|
|
|
|
Interest income |
$ - |
|
$ 46 |
|
Miscellaneous income |
- |
|
- |
|
|
|
|||
Expenses |
|
|
|
|
Professional fees |
- |
|
10,715 |
|
Partnership management fees, net (Note C) |
- |
|
7,687 |
|
General and administrative fees |
- |
|
4,747 |
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
$ - |
|
$ (23,103) |
|
|
|
|
|
|
Net loss allocated to assignees |
$ - |
|
$ (22,872) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per BAC |
$ - |
|
$ (.02) |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
Series 2
|
|
||
|
|
|
|
Income |
|
|
|
Interest income |
$ - |
$ 2,913 |
|
Miscellaneous income |
- |
- |
|
|
|
|
|
Expenses |
|
|
|
Professional fees |
- |
8,897 |
|
Partnership management fees, net (Note C) |
- |
10,432 |
|
General and administrative fees |
- |
6,105 |
|
|
|
|
|
|
|
|
|
NET LOSS |
$ - |
$ (22,521) |
|
|
|
|
|
Net loss allocated to assignees |
$ - |
$ (22,296) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per BAC |
$ - |
$ (.03) |
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
Series 3
|
|
|||||||
|
|
|
|
|
||||
Income |
|
|
|
|
||||
Interest income |
$ 106 |
|
$ 324 |
|
||||
Miscellaneous income |
52 |
|
52 |
|
||||
|
|
|
|
|
||||
Expenses |
|
|
|
|
||||
Professional fees |
16,927 |
|
14,514 |
|
||||
Partnership management fees, net (Note C) |
10,995 |
|
16,644 |
|
||||
General and administrative expenses |
7,763 |
|
6,657 |
|
||||
|
|
|
|
|
||||
|
|
|
|
|
||||
NET LOSS |
$ (35,527) |
|
$ (37,439) |
|
||||
|
|
|
|
|
||||
Net loss allocated to assignees |
$ (35,172) |
|
$ (37,065) |
|
||||
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
|
|
|
||||
Net loss per BAC |
$ (.01) |
|
$ (.01) |
|
||||
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
Series 4
|
|
|||
|
|
|
|
|
Income |
|
|
|
|
Interest income |
$ - |
|
$ 4,449 |
|
Miscellaneous income |
- |
|
- |
|
|
|
|
|
|
Expenses |
|
|
|
|
Professional fees |
- |
|
10,331 |
|
Partnership management fees, net (Note C) |
- |
|
10,534 |
|
General and administrative fees |
- |
|
7,812 |
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
$ - |
|
$ (24,228) |
|
|
|
|
|
|
Net loss allocated to assignees |
$ - |
|
$ (23,986) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per BAC |
$ - |
|
$ (.01) |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
Series 5
|
|
|
|
|
|
Income |
|
|
Interest income |
$ - |
$ 694 |
Miscellaneous income |
- |
- |
|
|
694 |
Expenses |
|
|
Professional fees |
- |
8,833 |
Partnership management fees, net (Note C) |
- |
7,449 |
General and administrative fees |
- |
3,974 |
|
|
|
|
|
|
NET LOSS |
$ - |
$ (19,562) |
|
|
|
Net loss allocated to assignees |
$ - |
$ (19,366) |
|
|
|
|
|
|
Net loss per BAC |
$ - |
$ (.04) |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
Series 6
|
|
|||
|
|
|
|
|
Income |
|
|
|
|
Interest income |
$ - |
|
$ - |
|
Miscellaneous income |
- |
|
- |
|
|
|
|
|
|
Expenses |
|
|
|
|
Professional fees |
- |
|
- |
|
Partnership management fees, net (Note C) |
- |
|
- |
|
General and administrative expenses |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
$ - |
|
$ - |
|
|
|
|
|
|
Net loss allocated to assignees |
$ - |
|
$ - |
|
|
|
|
|
|
|
|
|
|
|
Net loss per BAC |
$ - |
|
$ - |
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Six Months Ended September 30, 2012
(Unaudited)
|
|
|
|
|
|
|
|
Partners' capital |
|
|
|
|
|
|
|
Net loss |
(35,172) |
(355) |
(35,527) |
|
|
|
|
Partners' capital |
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Six Months Ended September 30, 2012
(Unaudited)
|
|
General |
Total |
Series 1 |
|
|
|
Partners' capital |
|
|
|
|
|
|
|
Net loss |
- |
- |
- |
|
|
|
|
Partners' capital |
|
|
|
|
|
|
|
|
|
|
|
Series 2 |
|
|
|
Partners' capital |
|
|
|
|
|
|
|
Net loss |
- |
- |
- |
|
|
|
|
Partners' capital |
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Six Months Ended September 30, 2012
(Unaudited)
|
|
General |
Total |
Series 3 |
|
|
|
Partners' capital |
|
|
|
|
|
|
|
Net loss |
(35,172) |
(355) |
(35,527) |
|
|
|
|
Partners' capital |
|
|
|
|
|
|
|
|
|
|
|
Series 4 |
|
|
|
Partners' capital |
|
|
|
|
|
|
|
Net loss |
- |
- |
- |
|
|
|
|
Partners' capital |
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Six Months Ended September 30, 2012
(Unaudited)
|
|
General |
Total |
Series 5 |
|
|
|
Partners' capital |
|
|
|
|
|
|
|
Net loss |
- |
- |
- |
|
|
|
|
Partners' capital |
|
|
|
|
|
|
|
|
|
|
|
Partners' capital |
|
|
|
|
|
|
|
Net loss |
- |
- |
- |
|
|
|
|
Partners' capital |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
|
2012 |
2011 |
Cash flows from operating activities: |
|
|
|
|
|
Net loss |
$ (35,527) |
$ (126,853) |
Adjustments to reconcile net loss to |
|
|
Changes in assets and liabilities Increase in accounts payable |
- |
7,500 |
Increase in accounts |
|
|
|
|
|
Net cash used in operating activities |
(19,657) |
(87,516) |
|
|
|
DECREASE IN CASH AND CASH EQUIVALENTS |
(19,657) |
(87,516) |
|
|
|
Cash and cash equivalents, beginning |
219,878 |
3,031,943 |
|
|
|
Cash and cash equivalents, ending |
$ 200,221 |
$ 2,944,427 |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 1
2012 |
2011 |
|
Cash flows from operating activities: |
|
|
|
|
|
Net loss |
$ - |
$ (23,103) |
Adjustments to reconcile net loss to |
|
|
Changes in assets and liabilities Increase in accounts payable |
- |
4,500 |
Increase in accounts |
|
|
|
|
|
Net cash used in operating activities |
- |
(6,785) |
|
|
|
DECREASE IN CASH AND CASH EQUIVALENTS |
- |
(6,785) |
|
|
|
Cash and cash equivalents, beginning |
- |
32,556 |
|
|
|
Cash and cash equivalents, ending |
$ - |
$ 25,771 |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 2
|
2012 |
2011 |
Cash flows from operating activities: |
|
|
|
|
|
Net loss |
$ - |
$ (22,521) |
Adjustments to reconcile net loss to |
|
|
Changes in assets and liabilities Increase in accounts payable |
- |
- |
Increase in accounts |
|
|
|
|
|
Net cash used in operating activities |
- |
(22,521) |
|
|
|
DECREASE IN CASH AND CASH EQUIVALENTS |
- |
(22,521) |
|
|
|
Cash and cash equivalents, beginning |
- |
1,074,536 |
|
|
|
Cash and cash equivalents, ending |
$ - |
$ 1,052,015 |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
|
2012 |
2011 |
Cash flows from operating activities: |
|
|
|
|
|
Net loss |
$ (35,527) |
$ (37,439) |
Adjustments to reconcile net loss to |
|
|
Changes in assets and liabilities Increase in accounts payable |
- |
3,000 |
Increase in accounts |
|
|
|
|
|
Net cash used in operating activities |
(19,657) |
(14,420) |
|
|
|
DECREASE IN CASH AND CASH EQUIVALENTS |
(19,657) |
(14,420) |
|
|
|
Cash and cash equivalents, beginning |
219,878 |
209,814 |
|
|
|
Cash and cash equivalents, ending |
$ 200,221 |
$ 195,394 |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
|
2012 |
2011 |
Cash flows from operating activities: |
|
|
|
|
|
Net loss |
$ - |
$ (24,228) |
Adjustments to reconcile net loss to |
|
|
Changes in assets and liabilities Increase in accounts payable |
- |
- |
Increase in accounts |
|
- |
|
|
|
Net cash used in operating activities |
- |
(24,228) |
|
|
|
DECREASE IN CASH AND CASH EQUIVALENTS |
- |
(24,228) |
|
|
|
Cash and cash equivalents, beginning |
- |
1,269,589 |
|
|
|
Cash and cash equivalents, ending |
$ - |
$ 1,245,361 |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 5
|
2012 |
2011 |
Cash flows from operating activities: |
|
|
|
|
|
Net loss |
$ - |
$ (19,562) |
Adjustments to reconcile net loss to |
|
|
Changes in assets and liabilities Increase in accounts payable |
- |
- |
Increase in accounts |
|
|
|
|
|
Net cash used in operating activities |
- |
(19,562) |
|
|
|
DECREASE IN CASH AND CASH EQUIVALENTS |
- |
(19,562) |
|
|
|
Cash and cash equivalents, beginning |
- |
445,448 |
|
|
|
Cash and cash equivalents, ending |
$ - |
$ 425,886 |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
|
2012 |
2011 |
Cash flows from operating activities: |
|
|
|
|
|
Net loss |
$ - |
$ - |
Adjustments to reconcile net loss to |
|
|
Changes in assets and liabilities Increase in accounts payable |
- |
- |
Increase in accounts |
|
|
|
|
|
Net cash used in operating activities |
- |
- |
|
|
|
DECREASE IN CASH AND CASH EQUIVALENTS |
- |
- |
|
|
|
Cash and cash equivalents, beginning |
- |
- |
|
|
|
Cash and cash equivalents, ending |
$ - |
$ - |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
Boston Capital Tax Credit Fund Limited Partnership (the "Partnership") was formed under the laws of the State of Delaware as of September 1, 1988, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating partnerships which have acquired, developed, rehabilitated, operate and own newly constructed, existing or rehabilitated low-income apartment complexes ("Operating Partnerships"). On August 22, 1988, American Affordable Housing VI Limited Partnership changed its name to Boston Capital Tax Credit Fund Limited Partnership. Effective as of June 1, 2001 there was a restructuring, and as a result, the Partnership's general partner was reorganized as follows. The general partner of the Partnership continues to be Boston Capital Associates Limited Partnership, a Massachusetts limited partnership. The general partner of the general partner of the Partnership is BCA Associates Limited Partnership, a Massachusetts limited partnership whose sole general partner is C&M Management, Inc., a Massachusetts corporation whose limited partners are Herbert F. Collins and John P. Manning. Mr. Manning is the principal of Boston Capital Partners, Inc. The limited partner of the general partner is Capital Investment Holdings, a general partnership whose partners are officers and employees of Boston Capital Partners, Inc. and its affiliates. The assignor limited partner is BCTC Assignor Corp., a Delaware corporation which is now wholly-owned by John P. Manning.
Pursuant to the Securities Act of 1933, the Partnership filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective August 29, 1988, which covered the offering (the "Public Offering") of the Partnership's beneficial assignee certificates ("BACs") representing assignments of units of the beneficial interest of the limited partnership interest of the assignor limited partner. The Partnership registered 10,000,000 BACs at $10 per BAC for sale to the public in six series. Offers and sales of BACs in Series 1 through Series 6 of the Partnership were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989. The Partnership sold 1,299,900 of Series 1 BACs, 830,300 of Series 2 BACs, 2,882,200 of Series 3 BACs, 2,995,300 of Series 4 BACs, 489,900 of Series 5 BACs and 1,303,000 of Series 6 BACs. As of September 30, 2012 1,296,900 of Series 1 BACs, 829,800 of Series 2 BACs, 2,864,200 of Series 3 BACs, 2,991,300 of Series 4 BACs, 489,900 of Series 5 BACs and 1,303,000 of Series 6 BACs, respectively, are outstanding. The Partnership is no longer offering and does not intend to offer any additional BACs.
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
September 30, 2012
(Unaudited)
NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements included herein as of September 30, 2012 and for the six months then ended have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The Partnership accounts for its investments in Operating Partnerships using the equity method, whereby the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. Costs incurred by the Partnership in acquiring the investments in Operating Partnerships are capitalized to the investment account. The Partnership's accounting and financial reporting policies are in conformity with generally accepted accounting principles and include adjustments in interim periods considered necessary for a fair presentation of the results of operations. Such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Partnership's Annual Report on Form 10-K.
NOTE C - RELATED PARTY TRANSACTIONS
The Partnership has entered into several transactions with various affiliates of the general partner of the Partnership, including Boston Capital Holdings LP, Boston Capital Partners, Inc. and Boston Capital Asset Management Limited Partnership.
Accounts payable - affiliates at September 30, 2012 and 2011 represents accrued general and administrative expenses, accrued partnership management fees, and advances from an affiliate of the general partner of the Partnership, which are payable to Boston Capital Holdings LP and Boston Capital Asset Management Limited Partnership.
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
September 30, 2012
(Unaudited)
NOTE C - RELATED PARTY TRANSACTIONS (continued)
An annual partnership management fee based on .375 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships has been accrued to Boston Capital Asset Management Limited Partnership. Since reporting fees collected by the series were added to reserves and not paid to Boston Capital Asset Management Limited Partnership, the amounts accrued are not net of reporting fees received. The partnership management fees accrued for the quarters ended September 30, 2012 and 2011 are as follows:
|
2012 |
2011 |
Series 1 |
$ - |
$ 3,931 |
Series 2 |
- |
5,418 |
Series 3 |
7,935 |
9,804 |
Series 4 |
- |
5,367 |
Series 5 |
- |
3,837 |
Series 6 |
- |
- |
$ 7,935 |
$ 28,357 |
The partnership management fees paid for the quarters ended September 30, 2012 and 2011 are as follows:
|
2012 |
2011 |
Series 1 |
$ - |
$ - |
Series 2 |
- |
5,418 |
Series 3 |
- |
- |
Series 4 |
- |
5,367 |
Series 5 |
- |
3,837 |
Series 6 |
- |
- |
$ - |
$ 14,622 |
The partnership management fees paid for the six months ended September 30, 2012 and 2011 are as follows:
|
2012 |
2011 |
Series 1 |
$ - |
$ - |
Series 2 |
- |
10,836 |
Series 3 |
- |
- |
Series 4 |
- |
10,734 |
Series 5 |
- |
7,674 |
Series 6 |
- |
- |
$ - |
$ 29,244 |
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2012
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS
At September 30, 2012 and 2011, the Partnership had limited partnership interests in 7 and 13 Operating Partnerships, respectively, which own operating apartment complexes as follows:
Series |
2012 |
2011 |
1 |
- |
1 |
2 |
- |
1 |
3 |
7 |
7 |
4 |
- |
3 |
5 |
- |
1 |
6 |
- |
- |
|
7 |
13 |
Under the terms of the Partnership's investment in each Operating Partnership, the Partnership was required to make capital contributions to the Operating Partnerships. These contributions were payable in installments over several years upon each Operating Partnership achieving specified levels of construction and/or operations. At September 30, 2012 and 2011, all capital contributions had been paid.
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2012
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)
During the six months ended September 30, 2012 the Partnership did not dispose of any Operating Partnerships.
During the six months ended September 30, 2011 the Partnership disposed of five Operating Partnerships. A summary of the dispositions by Series for September 30, 2011 is as follows:
|
Operating Partnership Interest Transferred |
|
Sale of Underlying Operating Partnership |
|
Partnership Proceeds from Disposition |
|
Gain/(Loss) on Disposition |
||
Series 1 |
3 |
|
- |
|
$ |
- |
|
$ |
- |
Series 2 |
- |
|
- |
|
|
- |
|
|
- |
Series 3 |
2 |
|
- |
|
|
- |
|
|
- |
Series 4 |
- |
|
- |
|
|
- |
|
|
- |
Series 5 |
- |
|
- |
|
|
- |
|
|
- |
Series 6 |
- |
|
- |
|
|
- |
|
|
- |
Total |
5 |
|
- |
|
$ |
- |
|
$ |
- |
The gain (loss) described above is for financial statement purposes only. There are significant differences between the equity method of accounting and the tax reporting of income and losses from Operating Partnership investments. The largest difference is the ability, for tax purposes, to deduct losses in excess of the Partnership's investment in the Operating Partnership. As a result, the amount of gain recognized for tax purposes may be significantly higher than the gain recorded in the financial statements.
The Partnership's fiscal year ends March 31st of each year, while all the Operating Partnerships' fiscal years are the calendar year. Pursuant to the provisions of each Operating Partnership Agreement, financial results for each of the Operating Partnerships are provided to the Partnership within 45 days after the close of each Operating Partnership's quarterly period. Accordingly, the current financial results available for the Operating Partnerships are for the six months ended June 30, 2012.
The combined condensed unaudited summarized statements of operations of the Operating Partnerships for the six months ended June 30, 2012 and 2011 are as follows:
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2012
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)
|
2012 |
2011 |
|
|
|
Revenues |
|
|
Rental |
$ 652,776 |
$ 1,917,273 |
Interest and other |
22,542 |
112,559 |
|
|
|
|
675,318 |
2,029,832 |
|
|
|
Expenses |
|
|
Interest |
63,067 |
483,149 |
Depreciation and amortization |
156,328 |
464,775 |
Operating expenses |
567,549 |
1,602,694 |
|
|
2,550,618 |
|
|
|
NET LOSS |
$(111,626) |
$ (520,786) |
|
|
|
Net loss allocated to |
|
|
|
|
|
|
|
|
Net loss allocated to other |
|
|
|
|
|
|
|
|
* Amounts include $110,510 and $515,577 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.
The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2012
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)
Series 1
|
2012 |
2011 |
|
|
|
Revenues |
|
|
Rental |
$ - |
$ 249,303 |
Interest and other |
- |
8,802 |
|
|
|
|
- |
258,105 |
|
|
|
Expenses |
|
|
Interest |
- |
33,384 |
Depreciation and amortization |
- |
71,856 |
Operating expenses |
- |
222,791 |
|
|
328,031 |
|
|
|
NET LOSS |
$ - |
$ (69,926) |
|
|
|
Net loss allocated to |
|
|
|
|
|
|
|
|
Net loss allocated to other |
|
|
|
|
|
|
|
|
* Amounts include $0 and $69,227 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.
The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2012
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)
Series 2
|
2012 |
2011 |
|
|
|
Revenues |
|
|
Rental |
$ - |
$ 412,218 |
Interest and other |
- |
45,016 |
|
|
|
|
- |
457,234 |
|
|
|
Expenses |
|
|
Interest |
- |
186,044 |
Depreciation and amortization |
- |
82,936 |
Operating expenses |
- |
357,539 |
|
|
626,519 |
|
|
|
NET LOSS |
$ - |
$ (169,285) |
|
|
|
Net loss allocated to |
|
|
|
|
|
|
|
|
Net loss allocated to other |
|
|
|
|
|
|
|
|
* Amounts include $0 and $167,592 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.
The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2012
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)
Series 3
|
2012 |
2011 |
|
|
|
Revenues |
|
|
Rental |
$ 652,776 |
$ 735,635 |
Interest and other |
22,542 |
19,093 |
|
|
|
|
675,318 |
754,728 |
|
|
|
Expenses |
|
|
Interest |
63,067 |
92,036 |
Depreciation and amortization |
156,328 |
177,919 |
Operating expenses |
567,549 |
621,624 |
|
|
891,579 |
|
|
|
NET LOSS |
$(111,626) |
$(136,851) |
|
|
|
Net loss allocated to |
|
|
|
|
|
Net loss allocated to other |
|
$ (1,369) |
|
|
|
|
|
|
* Amounts include $110,510 and $135,482 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.
The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2012
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)
Series 4
|
2012 |
2011 |
|
|
|
Revenues |
|
|
Rental |
$ - |
$ 290,850 |
Interest and other |
- |
14,611 |
|
|
|
|
- |
305,461 |
|
|
|
Expenses |
|
|
Interest |
- |
68,211 |
Depreciation and amortization |
- |
85,937 |
Operating expenses |
- |
201,884 |
|
|
356,032 |
|
|
|
NET LOSS |
$ - |
$ (50,571) |
|
|
|
Net income loss allocated to |
|
|
|
|
|
|
|
|
Net loss allocated to other |
|
|
|
|
|
* Amounts include $0 and $50,065 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.
The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2012
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)
Series 5
|
2012 |
2011 |
|
|
|
Revenues |
|
|
Rental |
$ - |
$ 229,267 |
Interest and other |
- |
25,037 |
|
|
|
|
- |
254,304 |
|
|
|
Expenses |
|
|
Interest |
- |
103,474 |
Depreciation and amortization |
- |
46,127 |
Operating expenses |
- |
198,856 |
|
|
348,457 |
|
|
|
NET LOSS |
$ - |
$ (94,153) |
|
|
|
Net loss allocated to |
|
|
|
|
|
|
|
|
Net loss allocated to other |
|
|
|
|
|
* Amounts include $0 and $93,211 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.
The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2012
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)
|
2012 |
2011 |
|
|
|
Revenues |
|
|
Rental |
$ - |
$ - |
Interest and other |
- |
- |
|
|
|
|
- |
- |
|
|
|
Expenses |
|
|
Interest |
- |
- |
Depreciation and amortization |
- |
- |
Operating expenses |
- |
- |
|
|
|
|
|
|
NET LOSS |
$ - |
$ - |
|
|
|
Net loss allocated to |
|
|
|
|
|
|
|
|
Net loss allocated to other |
|
|
|
|
|
*Amounts include $0, for both 2012 and 2011, of loss not recognized under the equity method of accounting.
The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
September 30, 2012
(Unaudited)
The Partnership's taxable loss for the calendar year ended December 31, 2012 is expected to differ from its loss for financial reporting purposes. This is primarily due to accounting differences in depreciation incurred by the Operating Partnerships and also differences between the equity method of accounting and the IRS accounting methods.
NOTE F - INCOME TAXES
The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership's federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions, which must be considered for disclosure.
NOTE G - SUBSEQUENT EVENT
The Partnership has entered into an agreement to sell the interest in one Operating Partnership. The estimated sale price and other terms for the disposition of the Operating Partnership have been determined. The estimated proceeds to be received for the Operating Partnership is $10,000. There is no gain or loss expected to be recognized in the third quarter of fiscal year end 2013 in connection with this sale.
Boston Capital Tax Credit Fund Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
September 30, 2012
(Unaudited)
NOTE H - PLAN OF LIQUIDATION
On March 13, 2007, our General Partner recommended that the BAC holders approve a plan of liquidation and dissolution for the Partnership, or the "Plan." The Plan was approved by the BAC holders on April 27, 2007, and was adopted by the General Partner on April 30, 2007. Pursuant to the Plan, the General Partner may, without further action by the BAC holders:
Since the approval of the Plan by the BAC holders, we have continued to seek to sell the assets of the Partnership and use the sales proceeds and/or other Partnership funds to pay all expenses in connection with such sales, pay or make provision for payment of all Partnership obligations and liabilities, including accrued fees and unpaid loans to the General Partner, and distribute the remaining assets as set forth in the Partnership Agreement. We expected to complete the sale of the apartment complexes approximately three to four years after the BAC holders' approval of the Plan, which was April 27, 2007. However, the liquidation has taken longer than expected and the final liquidating distribution will occur months after all of the apartment complexes have been sold.
A special allocation of net income (loss) between the assignees and general
partner has been made due to the liquidation of assets and the wind up of the
business of certain series.
For additional information regarding the sale of Partnership assets, see "Management's Discussion and Analysis of Financial Condition and Results of Operations " in our Annual Report on Form 10-K.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements including our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. These condensed statements are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created by these acts. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, for example, the factors identified in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2012. 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.
The Partnership's primary source of funds was the proceeds of its Public Offering. Other sources of liquidity include (i) interest earned on working capital reserves, and (ii) cash distributions from the Operating Partnerships in which the Partnership has invested. These sources of liquidity are available to meet the obligations of the Partnership.
The Partnership is currently accruing the annual partnership management fee. Partnership management fees accrued during the quarter ended September 30, 2012 were $15,870 and total partnership management fees accrued as of September 30, 2012 were $2,406,742. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Partnership receives proceeds from sales of the Operating Partnerships, which will be used to satisfy these liabilities. During the quarter ended September 30, 2012 none of the accrued partnership management fees were paid. The Partnership's working capital and sources of liquidity coupled with affiliated party liability accruals allow sufficient levels of liquidity to meet the third party obligations of the Partnership. The Partnership is currently unaware of any trends which would create insufficient liquidity to meet future third party obligations of the Partnership.
|
Six Months Ended |
Total |
Series 3 |
$ - |
$473,634 |
|
$ - |
$473,634 |
|
|
|
All payables to affiliates will be paid, without interest, from available cash flow or the proceeds of sales or refinancing of the Partnership's interests in Operating Partnerships. During the six months ended September 30, 2012 there were no payments paid to the affiliates of the general partner.
The Partnership offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on August 29, 1988. The Partnership received and accepted subscriptions for $97,746,940 representing 9,800,600 BACs from investors admitted as BAC Holders in Series 1 through Series 6 of the Partnership. Offers and sales of BACs in Series 1 through Series 6 of the Partnership were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989. At September 30, 2012 and 2011 the Partnership had limited partnership equity interests in 7 and 13 Operating Partnerships, respectively.
As of September 30, 2012, the Partnership had $200,221 remaining in cash and cash equivalents. Below is a table which provides, by series, the equity raised, number of BACs sold, final date BACs were offered, number of properties acquired, and cash and cash equivalents.
Series |
Equity |
BACs |
Final Close Date |
Number of Properties |
Proceeds Remaining |
1 |
$12,999,000 |
1,299,900 |
12/18/88 |
- |
$ - |
2 |
8,303,000 |
830,300 |
03/30/89 |
- |
- |
3 |
28,822,000 |
2,882,200 |
03/14/89 |
7 |
200,221 |
4 |
29,788,160 |
2,995,300 |
07/07/89 |
- |
- |
5 |
4,899,000 |
489,900 |
08/22/89 |
- |
- |
6 |
12,935,780 |
1,303,000 |
09/29/89 |
- |
- |
|
|
|
|
|
|
|
$97,746,940 |
9,800,600 |
|
7 |
$ 200,221 |
Results of Operations
At September 30, 2012 and 2011, the Partnership held limited partnership interests in 7 and 13 Operating Partnerships, respectively. In each instance the apartment complex owned by the applicable Operating Partnership is eligible for the federal housing tax credit. Initial occupancy of a unit in each apartment complex which initially complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective apartment complexes are described more fully in the Prospectus or applicable report on Form 8-K. The general partner of the Partnership believes that there is adequate casualty insurance on the properties.
The Partnership incurs an annual partnership management fee to the general partner of the Partnership and/or its affiliates in an amount equal to 0.375% of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of various partnership management and reporting fees paid by the Operating Partnerships. The partnership management fees incurred and the reporting fees paid by the Operating Partnerships for the three and six months ended September 30, 2012 are as follows:
|
3 Months Management Fee |
|
3 Months Net of Reporting Fee |
Series 1 |
$ - |
$ - |
$ - |
Series 2 |
- |
- |
- |
Series 3 |
7,935 |
2,700 |
5,235 |
Series 4 |
- |
- |
- |
Series 5 |
- |
- |
- |
Series 6 |
- |
- |
- |
$ 7,935 |
$ 2,700 |
$ 5,235 |
|
6 Months Management Fee |
|
6 Months Net of Reporting Fee |
Series 1 |
$ - |
$ - |
$ - |
Series 2 |
- |
- |
- |
Series 3 |
15,870 |
4,875 |
10,995 |
Series 4 |
- |
- |
- |
Series 5 |
- |
- |
- |
Series 6 |
- |
- |
- |
$ 15,870 |
$ 4,875 |
$ 10,995 |
The Partnership's investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested. The Partnership's investments in Operating Partnerships have been made principally with a view towards realization of federal housing tax credits for allocation to its partners and BAC holders.
Series 1
As of September 30, 2011, the average Qualified Occupancy for the series was 100%. The series had no properties at September 30, 2012.
For the six month periods ended September 30, 2012 and 2011, Series 1 reflects a net loss from Operating Partnerships of $0 and $(69,926), respectively, which includes depreciation and amortization of $0 and $71,856, respectively. This is an interim period estimate and it is not indicative of the final year end results.
In August 2011, the investment general partner transferred its interest in Coldwater Limited Dividend Housing Association to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $885,494 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 1. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011.
In August 2011, the investment general partner transferred its interest in Riverside Place Limited Dividend Housing LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $910,901 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 1. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011.
In August 2011, the investment general partner transferred its interest in Wood Creek Manor Limited Dividend Housing LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $918,827 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 1. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011.
In October 2011, the investment general partner transferred its interest in Green Acres of Yulee LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,398,850 and cash proceeds to the investment partnership of $10,000. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $5,000 were returned to cash reserves held by Series 1. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $5,000 as of October 31, 2011.
Series 2
As of September 30, 2011, the average Qualified Occupancy for the series was 100%. The series had no properties at September 30, 2012.
For the six month periods ended September 30, 2012 and 2011, Series 2 reflects a net loss from Operating Partnerships of $0 and $(169,285), respectively, which includes depreciation and amortization of $0 and $82,936, respectively. This is an interim period estimate and it is not indicative of the final year end results.
In December 2011, the investment general partner of American Affordable Housing Fund III, Series 2 and Series 5 transferred their respective interests in Annadale Housing Partners to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $13,785,001 and cash proceeds to the investment partnerships of $0. There were no remaining proceeds returned to cash reserves held by AAH III, Series 2 or Series 5, respectively. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded as of December 31, 2011.
Series 3
As of September 30, 2012 and 2011, the average Qualified Occupancy for the series was 100% and 98.29%, respectively. The series had a total of seven properties at September 30, 2012, all of which were at 100% Qualified Occupancy.
For the six month periods ended September 30, 2012 and 2011, Series 3 reflects a net loss from Operating Partnerships of $(111,626) and $(136,851), respectively, which includes depreciation and amortization of $156,328 and $177,919, respectively. This is an interim period estimate and it is not indicative of the final year end results.
In August 2011, the investment general partner transferred its interest in Greenwood Limited Dividend Housing Association to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,344,461 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011. Additional sale proceeds were received in January 2012; so a receivable in the amount of $65,458 was recorded as of December 31, 2011. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $65,458 has been recorded as of December 31, 2011.
In August 2011, the investment general transferred its interest in Ripon Apartments Company LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $793,519 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 3. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011.
In October 2012, the investment general partner transferred its interest in Mound Plaza, Limited to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $587,600 and cash proceeds to the investment partnership of $10,000. Of the total proceeds received, $5,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 3. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded as of October 31, 2012.
Series 4
As of September 30, 2011, the average Qualified Occupancy for the series was 100%. The series had no properties at September 30, 2012.
For the six month periods ended September 30, 2012 and 2011, Series 4 reflects a net loss from Operating Partnerships of $0 and $(50,571), respectively, which includes depreciation and amortization of $0 and $85,937, respectively. This is an interim period estimate and it is not indicative of the final year end results.
In October 2011, the investment general partner transferred its interest in Ault Apartments to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $447,317 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 4. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded.
In October 2011, the investment general partner transferred its interest in Cambria Commons LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,169,005 and cash proceeds to the investment partnership of $1. Of the total proceeds to be received, $1 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no proceeds returned to cash reserves held by Series 4. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded.
In December 2011, the investment general partner of Series 4 and Boston Capital Tax Credit Fund II LP - Series 9 transferred their respective interests in Meadowcrest LDHA LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $2,446,544 and cash proceeds to the investment partnerships of $64,760 to Series 4 and $70,240 to Series 9, respectively. Of the total proceeds received, $45,572 and $49,428 from Series 4 and Series 9, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,195 and $7,804 from Series 4 and Series 9, respectively, was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $11,993 and $13,008 for Series 4 and Series 9 respectively, will be returned to cash reserves. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership was recorded of $11,993 and $13,008 from Series 4 and Series 9, respectively, has been recorded as of December 31, 2011.
Series 5
As of September 30, 2011, the average Qualified Occupancy for the series was 100%. The series had no properties at September 30, 2012.
For the six month periods ended September 30, 2012 and 2011, Series 5 reflects a net loss from Operating Partnerships of $0 and $(94,153), respectively, which includes depreciation and amortization of $0 and $46,127, respectively. This is an interim period estimate and it is not indicative of the final year end results.
In December 2011, the investment general partner of American Affordable Housing Fund III, Series 2 and Series 5 transferred their respective interests in Annadale Housing Partners to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $13,785,001 and cash proceeds to the investment partnerships of $0. There were no remaining proceeds returned to cash reserves held by AAH III, Series 2 or Series 5, respectively. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded as of December 31, 2011.
Series 6
The series did not have any properties as of September 30, 2012 and 2011. As a result, net loss from Operating Partnerships, which include depreciation and amortization, is $0 for all periods presented.
Other Matters
The investment general partner has done a complete review of all properties located within federally declared disaster areas as a result of Hurricane Sandy, and no such properties are held by this Partnership.
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 Partnership to make various estimates and assumptions. The following section is a summary of some aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of the Partnership's financial condition and results of operations. The Partnership believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.
The Partnership is required to assess potential impairments to its long-lived assets, which are primarily investments in limited partnerships. The Partnership accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Partnership does not control the operations of the Operating Partnerships. The purpose of an impairment analysis is to verify that the real estate investment balance reflected on the balance sheet does not exceed the value of the underlying investments.
If the book value of the Partnership's investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future Low-Income Housing Credits allocable to the Partnership and the estimated residual value to the Partnership, the Partnership reduces its investment in the Operating Partnership.
In accordance with the accounting guidance for the consolidation of variable interest entities, the Partnership determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.
Based on this guidance, the Operating Partnerships in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Partnership's interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Partnership currently records the amount of its investment in these partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership's balance in investment in Operating Partnerships represents its maximum exposure to loss. The Partnership's exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the general partners and their guarantee against credit recapture to the investors of the Partnership.
Recent Accounting Changes
In May 2011, the Financial Accounting Standards Board ("FASB") issued an update to existing guidance related to fair value measurements on how to measure fair value and what disclosures to provide about fair value measurements. For fair value measurements categorized as level 3, a reporting entity should disclose quantitative information of the unobservable inputs and assumptions, a description of the valuation processes and narrative description of the sensitivity of the fair value to changes in unobservable inputs. This update is effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not materially affect the Partnership's condensed financial statements.
Item 3. |
|
|
|
|
Not Applicable |
Item 4. |
||
|
|
|
|
(a) |
Evaluation of Disclosure Controls and Procedures |
|
|
As of the end of the period covered by this report, the Partnership's general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of C&M Management Inc., carried out an evaluation of the effectiveness of the Partnership's "disclosure controls and procedures" as defined under the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15 with respect to each series individually, as well as the Partnership as a whole. Based on that evaluation, the Partnership's Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Partnership's disclosure controls and procedures were effective to ensure that information relating tp any series or the Partnership as a whole required to be disclosed by it in the reports that it files or submits under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to the Partnership's management, including the Partnership's Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure with respect to each series individually, as well as the Partnership as a whole. |
|
|
|
|
(b) |
Changes in Internal Controls |
|
|
There were no changes in the Partnership's internal control over financial reporting that occurred during the quarter ended September 30, 2012 that materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting. |
Item 1. |
Legal Proceedings |
|
|
|
|
|
None |
|
|
|
|
Item 1A. |
Risk Factors |
|
|
|
|
|
There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in our Form 10-K for the fiscal year ended March 31, 2012. |
|
|
|
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
|
|
|
|
|
None |
|
|
|
|
Item 3. |
Defaults upon Senior Securities |
|
|
|
|
|
None |
|
|
|
|
Item 4. |
Mine Safety Disclosures |
|
|
|
|
|
Not Applicable |
|
|
|
|
Item 5. |
Other Information |
|
|
|
|
|
None |
|
|
|
|
Item 6. |
Exhibits |
|
|
|
|
|
(a)Exhibits |
|
|
|
|
|
|
31.a Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein |
|
|
|
|
|
31.b Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein |
|
|
|
|
|
32.a Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein |
|
|
|
|
|
32.b Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein 101. The following materials from the Boston Capital Tax Credit Fund Limited Partnership Quarterly Report on Form 10-Q for the quarterly period ended September 30, 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 |
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Partnership has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
Boston Capital Tax Credit Fund Limited Partnership |
||
|
|
|
|
|
By: |
Boston Capital Associates Limited |
|
|
|||
|
|
|
|
|
By: |
BCA Associates Limited Partnership, |
|
|
|||
|
|
|
|
|
By: |
C&M Management, Inc., |
|
|
|||
|
|
|
|
Date: November 14, 2012 |
/s/ John P. Manning |
||
|
John P. Manning |
||
|
|
|
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Partnership and in the capacities and on the dates
indicated:
DATE: |
SIGNATURE: |
TITLE: |
November 14, 2012 |
/s/ John P. Manning John P. Manning |
Director, President |
DATE: |
SIGNATURE: |
TITLE: |
November 14, 2012 |
/s/ Marc N. Teal Marc N. Teal |
Chief Financial Officer |
Exhibit 31.a
I, John P. Manning, certify that:
Date: November 14, 2012 |
/s/ John P. Manning |
John P. Manning |
|
Principal Executive Officer |
Exhibit 31.b
I, Marc N. Teal, certify that:
Date: November 14, 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 Quarterly Report of Boston Capital Tax Credit Fund Limited Partnership (the "Partnership") on Form 10-Q for the period ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John P. Manning, Principal Executive Officer of the general partner of the general partner of the Partnership's general partner, C&M Management Inc., 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 Partnership. |
Date: |
||
November 14, 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 Partnership and will be retained by the Partnership 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 Quarterly Report of Boston Capital Tax Credit Fund Limited Partnership (the "Partnership") on Form 10-Q for the period ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Marc N. Teal, Principal Financial Officer of the general partner of the general partner of the Partnership's general partner, C&M Management Inc., 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 Partnership. |
Date: |
||
November 14, 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 Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.
SUBSEQUENT EVENT (Details Textual) (USD $)
|
6 Months Ended |
---|---|
Sep. 30, 2012
|
|
Estimated Cash Proceeds To Operating Partnership | $ 10,000 |
Estimated Gain On Sale Of Operating Partnerships | $ 0 |
RELATED PARTY TRANSACTIONS
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions Disclosure [Text Block] | NOTE C - RELATED PARTY TRANSACTIONS The Partnership has entered into several transactions with various affiliates of the general partner of the Partnership, including Boston Capital Holdings LP, Boston Capital Partners, Inc. and Boston Capital Asset Management Limited Partnership. Accounts payable - affiliates at September 30, 2012 and 2011 represents accrued general and administrative expenses, accrued partnership management fees, and advances from an affiliate of the general partner of the Partnership, which are payable to Boston Capital Holdings LP and Boston Capital Asset Management Limited Partnership. An annual partnership management fee based on .375 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships has been accrued to Boston Capital Asset Management Limited Partnership. Since reporting fees collected by the series were added to reserves and not paid to Boston Capital Asset Management Limited Partnership, the amounts accrued are not net of reporting fees received. The partnership management fees accrued for the quarters ended September 30, 2012 and 2011 are as follows:
The partnership management fees paid for the quarters ended September 30, 2012 and 2011 are as follows:
The partnership management fees paid for the six months ended September 30, 2012 and 2011 are as follows:
|