-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OFIhXWvVex/mIl02AdLu4vJ0PJ3M7XNzQRi9OJY1BrCdDlf3BD5GmRjyoAcAVVnO mdBuYg3SXh4ZSuzx900ZIQ== 0000810663-07-000144.txt : 20071114 0000810663-07-000144.hdr.sgml : 20071114 20071114164257 ACCESSION NUMBER: 0000810663-07-000144 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071114 DATE AS OF CHANGE: 20071114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L P V CENTRAL INDEX KEY: 0000852953 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 043054464 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-19706 FILM NUMBER: 071245652 BUSINESS ADDRESS: STREET 1: 101 ARCH ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174393911 10QSB 1 qh5q207.txt QH5Q207 November 14, 2007 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Boston Financial Qualified Housing Tax Credits L.P. V Report on Form 10-QSB for the Quarter Ended September 30, 2007 File Number 0-19706 Dear Sir/Madam: Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, filed herewith one copy of subject report. Very truly yours, /s/Patricia Olsen-Goldberg Patricia Olsen-Goldberg Controller QH5-Q2.DOC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (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, 2007 ------------------------- 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 0-19706 Boston Financial Qualified Housing Tax Credits L.P. V - --------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 04-3054464 - --------------- ------------------------- ---------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 Arch Street, Boston, Massachusetts 02110-1106 - ----------------------------------------------- -------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 439-3911 ---------------- 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 . BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Page No. - ------------------------------ -------- Item 1. Financial Statements Balance Sheet (Unaudited) - September 30, 2007 1 Statements of Operations (Unaudited) - For the Three and Six Months Ended September 30, 2007 and 2006 2 Statement of Changes in Partners' Equity (Unaudited) - For the Six Months Ended September 30, 2007 3 Statements of Cash Flows (Unaudited) - For the Six Months Ended September 30, 2007 and 2006 4 Notes to the Financial Statements (Unaudited) 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Controls and Procedures 14 PART II - OTHER INFORMATION Items 1-6 15 SIGNATURE 16 CERTIFICATIONS 17 BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) BALANCE SHEET September 30, 2007 (Unaudited)
Assets Cash and cash equivalents $ 938,226 Restricted cash 19,435 Investments in Local Limited Partnerships (Note 1) 4,001,984 --------------- Total Assets $ 4,959,645 =============== Liabilities and Partners' Equity Due to affiliate $ 746,745 Accrued expenses 49,438 Deferred revenue 19,435 --------------- Total Liabilities 815,618 --------------- General, Initial and Investor Limited Partners' Equity 4,144,027 --------------- Total Liabilities and Partners' Equity $ 4,959,645 ===============
The accompanying notes are an integral part of these financial statements. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) STATEMENTS OF OPERATIONS For the Three and Six Months Ended September 30, 2007 and 2006 (Unaudited)
Three Months Ended Six Months Ended September 30, September 30, September 30, September 30, 2007 2006 2007 2006 ---------------- ---------------- ---------------- ---------- Revenue Investment $ 151,828 $ 83,298 $ 158,992 $ 161,588 Recovery of provision for valuation allowance on advances to Local Limited Partnerships 200,000 - - 106,457 Other 30,000 (48,295) 189,487 166,263 ---------------- ---------------- ---------------- ---------------- Total Revenue 381,828 35,003 348,479 434,308 ---------------- ---------------- ---------------- ---------------- Expenses: Asset management fees, affiliate 75,386 73,547 150,772 147,094 General and administrative (includes reimbursement to affiliate in the amounts of $66,858 and $93,454 for the six months ended September 30, 2007 and 2006, respectively) 88,881 98,697 159,275 109,163 Amortization 236 3,201 2,317 6,402 ---------------- ---------------- ---------------- ---------------- Total Expenses 164,503 175,445 312,364 262,659 ---------------- ---------------- ---------------- ---------------- Income (Loss) before equity in losses of Local Limited Partnerships 217,325 (140,442) 36,115 171,649 Equity in losses of Local Limited Partnerships (Note 1) (322,479) (146,064) (377,031) (326,578) Gain on sale of investments in Local Limited Partnerships 3,023,069 1,621,385 7,514,742 1,849,254 ---------------- ---------------- ---------------- ---------------- Net Income $ 2,917,915 $ 1,334,879 $ 7,173,826 $ 1,694,325 ================ ================ ================ ================ Net Income allocated: General Partners $ 29,179 $ 13,349 $ 71,738 $ 16,943 Limited Partners 2,888,736 1,321,530 7,102,088 1,677,382 ---------------- ---------------- ---------------- ---------------- $ 2,917,915 $ 1,334,879 $ 7,173,826 $ 1,694,325 ================ ================ ================ ================ Net Income Per Limited Partner Unit (68,929 Units) $ 41.91 $ 19.17 $ 103.04 $ 24.33 ================ ================ ================ ================
The accompanying notes are an integral part of these financial statements. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY) For the Six Months Ended September 30, 2007 (Unaudited)
Initial Investor Net General Limited Limited Unrealized Partners Partner Partners Losses Total Balance at March 31, 2007 $ 78,109 $ 5,000 $ 7,737,092 $ (124) $ 7,820,077 ------------- -------------- -------------- ------------- -------------- Cash distribution (162,500) - (10,687,500) - (10,850,000) ------------- -------------- -------------- ------------- -------------- Comprehensive Income: Change in net unrealized losses on investment securities available for sale - - - 124 124 Net Income 71,738 - 7,102,088 - 7,173,826 ------------- -------------- ------------- ------------- ----------- Comprehensive Income 71,738 - 7,102,088 - 7,173,950 ------------- -------------- -------------- ------------- ----------- Balance at September 30, 2007 $ (12,653) $ 5,000 $ 4,151,680 $ - $ 4,144,027 ============= ============== ============== ============= ==============
The accompanying notes are an integral part of these financial statements. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) STATEMENTS OF CASH FLOWS For the Six Months Ended September 30, 2007 and 2006 (Unaudited)
2007 2006 -------------- --- -------- Net cash provided by operating activities $ 620,612 $ 80,197 Net cash provided by investing activities 8,488,187 4,526,466 Net cash used for financing activities (10,850,000) - -------------- ------------- Net increase (decrease) in cash and cash equivalents (1,741,201) 4,606,663 Cash and cash equivalents, beginning 2,679,427 3,567,799 -------------- ------------- Cash and cash equivalents, ending $ 938,226 $ 8,174,462 ============== =============
The accompanying notes are an integral part of these financial statements. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS (Unaudited) The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the financial statements and notes thereto included with the Partnership's Form 10-KSB for the year ended March 31, 2007. In the opinion of the Managing General Partner, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Partnership's financial position and results of operations. The results of operations for the periods may not be indicative of the results to be expected for the year. The Managing General Partner of the Partnerships has elected to report results of the Local Limited Partnerships on a 90 day lag basis because the Local Limited Partnerships report their results on a calendar year basis. Accordingly, the financial information of the Local Limited Partnerships that is included in the accompanying financial statements is as of June 30, 2007 and 2006. Generally, profits, losses, tax credits and cash flows from operations are allocated 99% to the Limited Partners and 1% to the General Partners. Net proceeds from a sale or refinancing will be allocated 95% to the Limited Partners and 5% to the General Partners after certain priority payments. The General Partners may have an obligation to fund deficits in their capital accounts, subject to limits set forth in the Partnership Agreement. However, to the extent that the General Partners' capital accounts are in a deficit position, certain items of net income may be allocated to the General Partners in accordance with the Partnership Agreement. 1. Investments in Local Limited Partnerships The Partnership has limited partnership interests in eight Local Limited Partnerships which were organized for the purpose of owning and operating multi-family housing complexes, all of which are government-assisted. The Partnership's ownership interest in each Local Limited Partnership is generally 99%, except for Huguenot Park, where the Partnership's ownership interest is 88.55%. The Partnership may have negotiated or may negotiate options with the Local General Partners to purchase or sell the Partnership's interests in the Local Limited Partnerships at the end of the Compliance Period at nominal prices. In the event that Local Limited Partnerships are sold to third parties or upon dissolution of the Local Limited Partnerships, proceeds will be distributed according to the terms of each Local Limited Partnership agreement.
The following is a summary of investments in Local Limited Partnerships at September 30, 2007: Capital contributions and advances paid to Local Limited Partnerships and purchase price paid to withdrawing partners of Local Limited Partnerships 19,615,248 Cumulative equity in losses of Local Limited Partnerships (excluding cumulative unrecognized losses of $1,522,757) (15,657,935) Cumulative cash distributions received from Local Limited Partnerships (195,969) --------------- Investments in Local Limited Partnerships before adjustments 3,761,344 Excess investment costs over the underlying assets acquired: Acquisition fees and expenses 398,987 Cumulative amortization of acquisition fees and expenses (158,347) --------------- Investments in Local Limited Partnerships $ 4,001,984 ===============
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS (continued) (Unaudited) 1. Investments in Local Limited Partnerships (continued) For the six months ended September 30, 2007, the Partnership advanced $200,000 to one of the Local Limited Partnerships, none of which was reserved. The Partnership's share of the net losses of the Local Limited Partnerships for the six months ended September 30, 2007 is $615,305. For the six months ended September 30, 2007, the Partnership has not recognized $264,941 of equity in losses relating to Local Limited Partnerships where cumulative equity in losses and distributions exceeded its total investment in these Local Limited Partnerships. Previously unrecognized losses of $26,667 were included in losses recognized for the six months ended September 30, 2007. 2. Significant Subsidiaries The following Local Limited Partnerships invested in by the Partnership represent more than 20% of the Partnership's total assets or equity as of September 30, 2007 or 2006 or net losses for the three months ended either September 30, 2007 or 2006. The following financial information represents the performance of these Local Limited Partnerships for the three months ended June 30, 2007 and 2006: 2007 2006 --------------- --------- Brookwood L.D.H.A Revenue $ 112,829 $ 127,441 Net Loss $ (93,252) $ (71,492) Circle Terrace Associates Limited Partnership Revenue $ 800,004 $ 621,099 Net Loss $ (142,979) $ (9,966) Kensington Place Townhomes, A Limited Partnership (1) Revenue N/A $ 327,546 Net Loss N/A $ (59,879) Woodlake Hills Limited Partnership Revenue $ 200,405 $ 270,302 Net Loss $ (140,667) $ (79,684) (1) The Partnership no longer has an interest in this Local Limited Partnership. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain matters discussed herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Partnership intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements and is including this statement for purposes of complying with these safe harbor provisions. Although the Partnership believes the forward-looking statements are based on reasonable assumptions, the Partnership can give no assurance that its expectations will be attained. Actual results and timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation, general economic and real estate conditions and interest rates. Critical Accounting Policies The Partnership's accounting policies include those that relate to its recognition of investments in Local Limited Partnerships using the equity method of accounting. The Partnership's policy is as follows: The Local Limited Partnerships in which the Partnership invests are Variable Interest Entities ("VIE"s). The Partnership is involved with the VIEs as a non-controlling limited partner equity holder. Because the Partnership is not the primary beneficiary of these VIEs, it accounts for its investments in the Local Limited Partnerships using the equity method of accounting. As a result of its involvement with the VIEs, the Partnership's exposure to economic and financial statement losses is limited to its investments in the VIEs ($4,001,984 at September 30, 2007). The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future. Under the equity method, the investment is carried at cost, adjusted for the Partnership's share of net income or loss and for cash distributions from the Local Limited Partnerships; equity in income or loss of the Local Limited Partnerships is included currently in the Partnership's operations. Under the equity method, a Local Limited Partnership investment will not be carried below zero. To the extent that equity in losses are incurred when the Partnership's carrying value of the respective Local Limited Partnership has been reduced to a zero balance, the losses will be suspended and offset against future income. Income from Local Limited Partnerships, where cumulative equity in losses plus cumulative distributions have exceeded the total investment in Local Limited Partnerships, will not be recorded until all of the related unrecorded losses have been offset. To the extent that a Local Limited Partnership with a carrying value of zero distributes cash to the Partnership, that distribution is recorded as income on the books of the Partnership and is included in "other revenue" in the accompanying financial statements. The Partnership has implemented policies and practices for assessing other-than-temporary declines in values of its investments in Local Limited Partnerships. Periodically, the carrying values of the investments are compared to their respective fair values. If an other-than-temporary decline in carrying value exists, a provision to reduce the asset to fair value, as calculated based primarily on remaining tax benefits, will be recorded in the Partnership's financial statements. Generally, the carrying values of most Local Limited Partnerships will decline through losses and distributions in amounts sufficient to prevent other-than-temporary impairments. However, the Partnership may record similar impairment losses in the future if the expiration of tax credits outpaces losses and distributions from any of the Local Limited Partnerships. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Liquidity and Capital Resources At September 30, 2007, the Partnership had cash and cash equivalents of $938,226, compared with $2,679,427 at March 31, 2007. The decrease is primarily attributable to a cash distribution paid to general and limited partners and advances to Local Limited Partnerships. These effects are partially offset by proceeds received from the sale of investments in Local Limited Partnerships, cash distributions received from Local Limited Partnerships, cash received from the maturity of investment securities, and net cash provided by operating activities. The Managing General Partner initially designated 4% of the Gross Proceeds as Reserves as defined in the Partnership Agreement. The Reserves were established to be used for working capital of the Partnership and contingencies related to the ownership of Local Limited Partnership interests. The Managing General Partner may increase or decrease such Reserves from time to time, as it deems appropriate. At September 30, 2007, approximately $938,000 has been designated as Reserves. To date, professional fees relating to various Property issues totaling approximately $303,000 have been paid from Reserves. To date, Reserve funds in the amount of approximately $128,000 have also been used to make additional capital contributions to one Local Limited Partnership. In the event a Local Limited Partnership encounters operating difficulties requiring additional funds, the Partnership's management might deem it in its best interest to voluntarily provide such funds in order to protect its investment. As of September 30, 2007, the Partnership has advanced approximately $689,000 to Local Limited Partnerships to fund operating deficits. The Managing General Partner believes that the investment income earned on the Reserves, along with cash distributions received from Local Limited Partnerships, to the extent available, will be sufficient to fund the Partnership's ongoing operations. Reserves may be used to fund Partnership operating deficits, if the Managing General Partner deems funding appropriate. If Reserves are not adequate to cover the Partnership's operations, the Partnership will seek other financing sources including, but not limited to, the deferral of Asset Management Fees paid to an affiliate of the Managing General Partner or working with Local Limited Partnerships to increase cash distributions. Since the Partnership invests as a limited partner, the Partnership has no contractual duty to provide additional funds to Local Limited Partnerships beyond its specified investment. Thus, at September 30, 2007, the Partnership had no contractual or other obligation to any Local Limited Partnership which had not been paid or provided for. Cash Distributions A cash distribution of $10,850,000 was made during the six months ended September 30, 2007. Results of Operations Three Month Period The Partnership's results of operations for the three months ended September 30, 2007 resulted in net income of $2,917,915 as compared to net income of $1,334,879 for the same period in 2006. The increase in net income is primarily attributable to an increase in gain on sale of investments in Local Limited Partnerships, a decrease in provision for valuation allowance on advances to Local Limited Partnerships, an increase in other income, and an increase in investment income. These effects were partially offset by an increase in equity in losses of Local Limited Partnerships. The increase in gain on sale of investments in Local Limited Partnerships is the result of a gain on sale related to the sale of two Local Limited Partnerships during the current quarter. The decrease in provision for valuation allowance on advances to Local Limited Partnerships results from the reversal of a previously recorded provision for valuation allowance on advances to one Local Limited Partnership in the three months ended September 30, 2007. The increase in other income is primarily attributable to an increase in cash received from previously disposed Local Limited Partnerships. The Partnership had an increase in investment revenue during the period ended September 30, 2007 related to the reimbursement of 2006 interest that the Partnership had lost while its cash was invested in below-market interest bearing accounts. The increase in equity in losses of Local Limited Partnerships is due to an increase in operating expenses at some of the Properties. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Results of Operations (continued) Six Month Period The Partnership's results of operations for the six months ended September 30, 2007 resulted in net income of $7,173,826 as compared to net income of $1,694,325 for the same period in 2006. The increase in net income is primarily attributable to an increase in gain on sale of investments in Local Limited Partnerships and an increase in other income, partially offset by an increase in provision for valuation allowance on advances to Local Limited Partnerships, an increase in general and administrative expenses, and an increase in equity in losses of Local Limited Partnerships. The increase in gain on sale of investments in Local Limited Partnerships is the result of a gain on sale related to the sale of four Local Limited Partnerships during the six months ended September 30, 2007. The increase in other income is attributable to cash received from Local Limited Partnerships that were sold in the year ending March 31, 2007. The increase in provision for valuation allowance on advances to Local Limited Partnerships is the result of reimbursements of advances made to Local Limited Partnerships during the six months ended September 30, 2006. The increase in general and administrative expenses is the result of a credit received for monitoring fees in the six months ending September 30, 2006 and an increase in accounting expense, partially offset by a decrease in legal and salary expenses. The increase in equity in losses of Local Limited Partnerships is primarily attributable to an increase in operating expenses at some of the Properties. Portfolio Update The Partnership was formed on June 16, 1989 under the laws of the State of Massachusetts for the primary purpose of investing, as a limited partner, in Local Limited Partnerships, some of which own and operate apartment complexes benefiting from some form of federal, state or local assistance, and each of which qualifies for low-income housing tax credits. The Partnership's objectives are to: (i) provide current tax benefits in the form of tax credits which qualified investors may use to offset their federal income tax liability; (ii) preserve and protect the Partnership's capital; (iii) provide limited cash distributions which are not expected to constitute taxable income during Partnership operations; and (iv) provide cash distributions from sale or refinancing transactions. The General Partners of the Partnership are Arch Street VIII, Inc., a Massachusetts corporation, which serves as the Managing General Partner, and Arch Street V Limited Partnership, a Massachusetts Limited Partnership whose general partner consists of Arch Street V, Inc., which also serves as the Initial Limited Partner. Both of the General Partners are affiliates of MMA. The fiscal year of the Partnership ends on March 31. As of September 30, 2007, the Partnership's investment portfolio consisted of limited partnership interests in eight Local Limited Partnerships, each of which owns and operates a multi-family apartment complex and each of which has generated Tax Credits. Since inception, the Partnership has generated Tax Credits, net of recapture, of approximately $1,514 per Limited Partner Unit, with an immaterial amount of Tax Credits expected to be generated through 2008. The aggregate amount of Tax Credits generated by the Partnership is consistent with the objectives specified in the Partnership's prospectus. In September 2007, the Partnership distributed $10,687,500 or $155.05 per unit to Limited Partners. The source of this distribution was primarily from sale proceeds of previously reported dispositions of the Partnership's interest in four Local Limited Partnerships. In December 2006, the Partnership distributed $5,353,027, or $77.66 per Unit to Limited Partners. The source of this distribution is from sale or refinancing proceeds of previously reported dispositions of the Partnership's interest in fourteen Local Limited Partnerships and the refinancing of debt on one Property. Properties that receive low income housing Tax Credits must remain in compliance with rent restriction and set-aside requirements for at least 15 calendar years from the date the property is placed in service. Failure to do so would result in the recapture of a portion of the property's Tax Credits. The compliance period for all but one of the eight Properties, in which the Partnership has an interest, have expired. The compliance period for the remaining Property expires on December 31, 2007. The Managing General Partner has negotiated agreements that will ultimately allow the Partnership to dispose of its interest in four Local Limited Partnerships. Four of the Local Limited Partnerships in which the Partnership had an interest were disposed of during the six months ended September 30, 2007. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Portfolio Update (continued) The Managing General Partner will continue to closely monitor the operations of the Properties during the Compliance Periods and will formulate disposition strategies with respect to the Partnership's remaining Local Limited Partnership interests. It is unlikely that the Managing General Partner's efforts will result in the Partnership disposing of all of its remaining Local Limited Partnership interests concurrently with the expiration of each Property's Compliance Period. The Partnership shall dissolve and its affairs shall be wound up upon the disposition of the final Local Limited Partnership interest and other assets of the Partnership. Investors will continue to be Limited Partners, receiving K-1s and quarterly and annual reports, until the Partnership is dissolved. The Partnership is not a party to any pending legal or administrative proceeding, and to the best of its knowledge, no legal or administrative proceeding is threatened or contemplated against it. Property Discussions Six of the eight Properties in which the Partnership has an interest have stabilized operations and operated at above breakeven as of June 30, 2007. Four Properties generate cash flow deficits that the Local General Partners of those Properties fund through project expense loans, subordinated loans or operating escrows. However, some Properties have had persistent operating difficulties that could either: (i) have an adverse impact on the Partnership's liquidity; (ii) result in their foreclosure; or (iii) result in the Managing General Partner deeming it appropriate for the Partnership to dispose of its interest in the Local Limited Partnership prior to the expiration of the Compliance Period. Also, the Managing General Partner, in the normal course of the Partnership's business, may arrange for the future disposition of its interest in certain Local Limited Partnerships. The following Property discussions focus only on such Properties. As previously reported, a property adjacent to Whispering Trace, located in Woodstock, Georgia, began operations during 2001. That property's superior amenities and curb appeal provided a competitive advantage. Other Tax Credit properties as well as entry-level homes in the area further increased competition for tenants. In addition, local employers implemented work force reductions, forcing some tenants to leave the area in search of employment. As a result, occupancy at the Property initially suffered, although occupancy had reached 93% as of March 31, 2006. The Property had incurred significant capital expenditures in order to remain competitive in the marketplace. As a result, debt service coverage remained below an appropriate level as of December 31, 2005. Advances from the Local General Partner and Partnership Reserves allowed the Property to remain current on its debt obligations. As a result of a prior agreement, the Property was sold on June 23, 2006. This sale resulted in net proceeds to the Partnership of $334,262, or $4.85 per Unit, and resulted in 2006 taxable income of $202,268, or $2.93 per Unit. The Partnership may receive an immaterial amount of additional proceeds upon a final accounting of this transaction. The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, initially retained the entire amount of net proceeds in Reserves. In December 2006, the Managing General Partner distributed a significant portion of the net proceeds to the Limited Partners. The Partnership no longer has an interest in this Local Limited Partnership. As previously reported, Bixel House, located in Los Angeles, California, had experienced weak occupancy and operations for a number of quarters, and the Property had suffered from deferred maintenance for a number of years. In an effort to reduce the Partnership's risk and develop an exit strategy, a put option agreement was entered into between the Managing General Partner and an unaffiliated entity. The Partnership transferred its interest in this Local Limited Partnership in June 2005, initially retaining a contingent receivable in the amount of $100,000. The Partnership subsequently received $100,000 in July 2006. The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, initially retained the entire amount of net proceeds from the sale in Reserves. In December 2006, the Managing General Partner distributed a significant portion of the net proceeds to the Limited Partners. This transfer resulted in a 2006 taxable loss of $633,289, or $9.19 per Unit. The Partnership no longer has an interest in this Local Limited Partnership. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Property Discussions (continued) As previously reported, Rosecliff, located in Sanford, Florida, was sold on March 15, 2006, resulting in net proceeds to the Partnership of $899,193, or $13 per Unit. This sale resulted in 2006 taxable income of $2,792,661, or $40.52 per Unit. The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, initially retained the entire amount of net proceeds from the sale in Reserves. In December 2006, the Managing General Partner distributed a significant portion of the net proceeds to the Limited Partners. The Compliance Period for this Property expired on December 31, 2005. The Partnership no longer has an interest in this Local Limited Partnership. As previously reported, the Partnership's interest in the Local Limited Partnership that owned Magnolia Villas, located in North Hollywood, California, was disposed of on March 21, 2006, upon the sale of this Property. The Partnership received net proceeds of $938,637, or $13.62 per Unit. The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, initially retained the entire amount of net proceeds from the sale in Reserves. In December 2006, the Managing General Partner distributed a significant portion of the net proceeds to the Limited Partners. This sale will result in 2006 taxable income projected to be approximately $1,500,000, or $22 per Unit. The Partnership no longer has an interest in this Local Limited Partnership. As previously reported, New Center, located in Detroit, Michigan, had experienced operating difficulties for several years. The Property suffered from poor location and security issues. An increase in maintenance and repair expenses, caused by vandalism, negatively affected the Property's occupancy levels and tenant profile. Occupancy was 24% at December 31, 2006. Efforts to increase curb appeal and increase qualified tenant traffic had only slightly improved occupancy. Advances from the former Local General Partner and the Partnership enabled the Property to remain current on its mortgage obligations. Due to the Property's continuing struggles, the Managing General Partner was concerned about its long-term viability and believed it was in the best interest of the Property to replace the Local General Partner. Accordingly, the Managing General Partner worked with the Local General Partner to identify an acceptable replacement. A replacement was identified and admitted to the Local Limited Partnership during the first quarter of 2005. As of December 31, 2006, the replacement Local General Partner has contributed in excess of $448,000 toward capital improvements and had an obligation to fund an unlimited amount of future capital improvement needs. Effective February 2005, a put option agreement was in place on the Local Limited Partnership that would allow for the transfer of the Partnership's interest to the replacement Local General Partner for a nominal amount any time after the Property's Compliance Period ends on December 31, 2006. Effective February 1, 2007, the Managing General Partner disposed of the Partnership's interest in New Center. This disposition will result in 2007 taxable income projected to be approximately $1,500,000, or $22 per Unit. The Partnership did not receive any proceeds from this transaction. The Partnership no longer has an interest in this Local Limited Partnership. As previously reported regarding Westgate, located in Bismarck, North Dakota, in order to protect the remaining Tax Credits generated by the Property, the Managing General Partner consummated the transfer of 50% of the Partnership's capital and profits in the Local Limited Partnership to an affiliate of the Local General Partner in November 1997. The Managing General Partner also had the right to transfer the Partnership's remaining interest to the Local General Partner any time after one year from the initial transfer. Due to subsequent transfers by the Local General Partner of its interest in the Local Limited Partnership, the date on which the Managing General Partner had the right to transfer the remaining interest did not occur until December 1, 2001. The agreement allowed the Partnership to retain its full share of the Property's Tax Credits until such time as the remaining interest was put to the replacement Local General Partner. The Property generated its last Tax Credits during 2001. The replacement Local General Partner also had the right to call the remaining interest after the Property's Compliance Period expires on December 31, 2006. Effective February 5, 2007, the Managing General Partner disposed of the Partnership's interest in Westgate. This disposition will result in a 2007 taxable loss projected to be approximately $56,000, or $0.81 per Unit. The Partnership did not receive any proceeds from this transaction. The Partnership no longer has an interest in this Local Limited Partnership. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Property Discussions (continued) As previously reported, the Managing General Partner assigned its interest in the Local Limited Partnership that owns and operates Strathern Park, located in Los Angeles, California, to the Local General Partner, in September 2006, in exchange for net sales proceeds of $1,600,000 or $23.21 per Unit. This disposition resulted in 2006 taxable income of $9,108,717, or $132.50 per Unit. The Partnership no longer has an interest in this Local Limited Partnership. As previously reported, the Managing General Partner anticipated that the Partnership's interest in the Local Limited Partnership that owns Timothy House, located in Towson, Maryland, would be terminated upon the sale of the Property in 2007. The Property was sold on September 1, 2007, effectively terminating the Partnership's interest in the Local Limited Partnership. This sale resulted in net proceeds to the Partnership of $1,610,200, or $23.36 per Unit. This sale will result in 2007 taxable income projected to be approximately $340,000, or $4.93 per Unit. The Partnership no longer has an interest in this Local Limited Partnership. As previously reported, in April 2000, due to poor operations, the site management company for Carib II and Carib III, located in St. Croix, U. S. Virgin Islands, was replaced. However, operations continued to suffer. Despite high occupancy, the Properties experienced operating deficits that were funded from working capital or replacement reserves. In addition, despite several capital improvements, the Properties are still in need of additional capital expenditures. However, due to consistently high occupancy levels, Carib II operated at above breakeven for the six month period ending June 30, 2007. Due to an increase in insurance costs, and despite acceptable occupancy levels, Carib III operated at below breakeven for the six month period ending June 30, 2007. In 2000, the replacement site management company stated its desire to purchase the Local General Partner and Partnership interests in the Local Limited Partnerships and, effective January 1, 2001, assumed the Local General Partner interest in the Local Limited Partnerships. As part of this transaction, the Managing General Partner negotiated a put agreement that ultimately would transfer the Partnership's interest in the Local Limited Partnerships to the new Local General Partner after the expiration of the Properties' Compliance Periods on December 31, 2006. In April 2007, the Managing General Partner entered into an agreement with the Local General Partner that would, pending United States Department of Agriculture/Rural Development Services ("RD") approval, allow for the sale of the Property. Under the terms of the agreement, the Partnership's interests in the Local Limited Partnerships that own Carib II and Carib III, will be terminated within five business days of RD approval of the sale of the Property. The Managing General Partner expects this transaction to occur in 2007 and not result in any net proceeds to the Partnership. These transactions, if consummated in 2007, would result in 2007 taxable income projected to be approximately $680,000, or $9.87 per Unit. As previously reported, Schumaker Place, located in Salisbury, Maryland, continues to operate at above breakeven as a result of strong occupancy levels and the effect of reduced interest expense resulting from the Local General Partner's refinancing of the Property in July 2004. In connection with the Partnership's approval of this refinancing, the Partnership and the Local General Partner entered into a put agreement whereby the Partnership can transfer its interest in the Local Limited Partnership to the Local General Partner for a nominal amount any time after the Property's Compliance Period ends on December 31, 2007. As previously reported, Pinewood Pointe, located in Jacksonville, Florida, was sold on June 15, 2007, resulting in net proceeds to the Partnership of $4,162,299, or $60.39 per Unit. This sale will result in 2007 taxable income projected to be approximately $4,100,000, or $59.48 per Unit. The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, will initially retain the entire amount of net proceeds from the sale in Reserves. The Partnership no longer has an interest in this Local Limited Partnership. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Property Discussions (continued) As previously reported, in February 2007, the Managing General Partner received notification from the Local General Partner of Westover Station, located in Newport News, Virginia, of its intent to exercise their right of first refusal to purchase the Partnership's interest in the Local Limited Partnership. On June 30, 2007, the Local General Partner exercised their right to purchase the Property. This transaction resulted in net sales proceeds to the Partnership of $329,374, or $4.78 per Unit. This sale will result in 2007 taxable income projected to be approximately $1,200,000, or $17.41 per Unit. The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, will initially retain the entire amount of net proceeds from the sale in Reserves. The Partnership no longer has an interest in this Local Limited Partnership. As previously reported, in December 2006, the Local General Partner of Oaks of Dunlop, located in Colonial Heights, Virginia, agreed to the purchase of the Partnership's interest in this Local Limited Partnership. On August 9, 2007, the Partnership sold its Local Limited Partnership interest for $2,400,000, or $34.82 per Unit. This sale is expected to result in 2007 taxable income projected to be approximately $2,400,000, or $35 per Unit. The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, will initially retain the entire amount of net proceeds from the sale in Reserves. The Partnership no longer has an interest in this Local Limited Partnership. As previously reported, the Managing General Partner anticipates the disposition of the Partnership's interest in the Local Limited Partnership that owns Park Caton, located in Catonsville, Maryland, upon the sale of the Property in 2007. Under the current terms, this sale is expected to result in net proceeds to the Partnership of approximately $1,800,000, or $26 per Unit. This sale would result in 2007 taxable income projected to be approximately $2,600,000, or $38 per Unit. As previously reported, with respect to the Partnership, a Settlement Agreement providing an option, subject to various conditions, to purchase the Partnership's interest in Circle Terrace Associates, L.P., located in Lansdowne, MD for a price of $4,250,000, was not exercised. The Managing General Partner will explore an alternative exit strategy for this Local Limited Partnership interest. The Managing General Partner is currently estimating an early 2008 disposition of the Partnership's interest in the Local Limited Partnership that owns and operates Brookwood, located in Ypsilanti, Michigan. The Managing General Partner does not expect the Partnership to receive any proceeds from this transaction, as the outstanding debt on the Property is expected to exceed the realizable value of the Property. This disposition is expected to result in taxable income projected to be approximately $777,000, or $11.27 per Unit. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, with the participation of the Partnership's management, the Partnership's principal executive officer and principal financial officer conducted an evaluation of the Partnership's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on this evaluation, our PEO and PFO concluded that our disclosure controls and procedures were effective as of September 30, 2007, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) Changes in Internal Control over Financial Reporting. During the quarter ended September 30, 2007, the Partnership completed implementation of the following control improvements to remediate the material weaknesses existing as of March 31, 2007: Controls over Monitoring of Contractual Agreements o As part of the remediation plan, management initiated changes in processes and controls including: o the refund of lost interest; o restricting authority to the corporate treasury department over the opening, closing, investment and movement of cash accounts; o the engagement of the corporate legal department to perform due diligence on new agreements to assure compliance with existing agreements; and o the development and implementation of a fiduciary and conflicts policy that provides guidance to personnel on conflict management. Controls over Recording Equity in Income/Losses o Management now performs a more detailed review and analysis of quarterly financial data and audited financial statements received from its investees to assure proper accounting in the appropriate period. Specifically, investee audited financial statements are reviewed for unusual events (such as a fire) to assure proper accounting in the appropriate period. Quarterly, where warranted, commencing in the quarter ended September 30, 2007, management will expand the scope of line items tested for reasonableness in comparison to prior year financial statements. There were no other changes in the Partnership's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of the Securities and Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended September 30, 2007 that affected, or were reasonably likely to affect, the Partnership's internal control over financial reporting. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) PART II OTHER INFORMATION Items 1-5 Not applicable Item 6 Exhibits and reports on Form 8-K Exhibits 31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DATED: November 14, 2007 BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V By: Arch Street VIII, Inc., its Managing General Partner /s/Gary Mentesana Gary Mentesana President Arch Street VIII, Inc. EX-31 2 qh5q207ex31.txt EX31Q207 BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) EXHIBIT 31.1 I, Gary Mentesana, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Boston Financial Qualified Housing Tax Credits L.P. V; 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 small business issuer as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) for the small business issuer 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 small business issuer, 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) Evaluated the effectiveness of the small business issuer'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 (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalents 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 small business issuer'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 small business issuer's internal control over financial reporting. Date: November 14, 2007 /s/Gary Mentesana -------------------------------------- Gary Mentesana Principal Executive Officer and Principal Financial Officer Arch Street VIII, Inc, as Managing General Partner of Boston Financial Qualified Housing Tax Credits L.P. V EX-32 3 qh5q207ex32.txt EX32Q207 BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) EXHIBIT 32.1 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 Financial Qualified Housing Tax Credits L.P. V (the "Partnership") on Form 10-QSB for the period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, the Principal Executive Officer and Principal Financial Officer, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities 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. /s/Gary Mentesana ---------------------------------- Gary Mentesana Principal Executive Officer and Principal Financial Officer Arch Street VIII, Inc, as Managing General Partner of Boston Financial Qualified Housing Tax Credits L.P. V Date: November 14, 2007 A signed original 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. -----END PRIVACY-ENHANCED MESSAGE-----