FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PERSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period endedSeptember 30, 2005
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 0-26200
BOSTON CAPITAL TAX CREDIT FUND V L.P.
(Exact name of registrant as specified in its charter)
Delaware | 14-1897569 |
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
One Boston Place, Suite 2100, Boston, Massachusetts 02108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code(617)624-8900
(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 | No | X |
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes | No | X |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes | No | X |
BOSTON CAPITAL TAX CREDIT FUND V L.P.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2005
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION | ||||
Pages | ||||
Item 1. Financial Statements | ||||
Balance Sheets | 3-6 | |||
Statements of Operations | 7-14 | |||
Statements of Changes in Partners' | 15-17 | |||
Statements of Cash Flows | 18-25 | |||
Notes to Financial Statements | 26-32 | |||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
| |||
Item 3. Quantitative and Qualitative Disclosure About Market Risk |
| |||
Item 4. Evaluation of Disclosure and Procedures | 37 | |||
PART II - OTHER INFORMATION | ||||
Item 6. Exhibits and Reports on Form 8-K | 38 | |||
Signatures | 39 | |||
| ||||
Boston Capital Tax Credit Fund V L.P.
BALANCE SHEETS
September 30, | March 31, | ||
ASSETS | |||
INVESTMENTS IN OPERATING PARTNERSHIPS |
|
| |
OTHER ASSETS | |||
Cash and cash equivalents | 16,087,914 | 33,668,430 | |
Investments | 13,384,491 | 8,694,513 | |
Notes receivable | 3,784,017 | 766,381 | |
Acquisition costs net | 9,086,421 | 8,242,330 | |
Other assets | 5,247,737 | 6,080,173 | |
$133,915,448 | $126,983,547 | ||
LIABILITIES | |||
Accounts payable & accrued expenses |
|
| |
Accounts payable affiliates | 874,739 | 414,510 | |
Capital contributions payable | 32,726,349 | 33,501,526 | |
Line of credit | - | - | |
33,954,189 | 34,685,282 | ||
PARTNERS' EQUITY (DEFICIT) | |||
Limited Partners | |||
Units of limited partnership |
|
| |
General Partner | (8,723) | (5,469) | |
Unrealized gain (loss) on securities | |||
Available for sale, net | (26,243) | (112,777) | |
99,961,259 | 92,298,265 | ||
$133,915,448 | $126,983,547 |
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
BALANCE SHEETS
Series 47
September 30, | March 31, | ||
ASSETS | |||
INVESTMENTS IN OPERATING PARTNERSHIPS |
|
| |
OTHER ASSETS | |||
Cash and cash equivalents | 1,412,083 | 1,965,813 | |
Investments | 3,288,108 | 5,789,950 | |
Notes receivable | 1,245,069 | 278,096 | |
Acquisition costs net | 2,759,782 | 2,797,910 | |
Other assets | 316,466 | 718,213 | |
$ 33,559,608 | $ 36,944,390 | ||
LIABILITIES | |||
Accounts payable & accrued expenses |
|
| |
Accounts payable affiliates | 440,641 | 244,399 | |
Capital contributions payable | 5,289,110 | 7,963,457 | |
Line of credit | - | - | |
5,823,664 | 8,342,959 | ||
PARTNERS' EQUITY (DEFICIT) | |||
Limited Partners | |||
Units of limited partnership |
|
| |
General Partner | (6,165) | (3,843) | |
Unrealized gain (loss) on securities | |||
available for sale, net | (6,714) | (70,194) | |
27,735,944 | 28,601,431 | ||
$ 33,559,608 | $ 36,944,390 |
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
BALANCE SHEETS
Series 48
September 30, | March 31, | ||
ASSETS | |||
INVESTMENTS IN OPERATING PARTNERSHIPS |
|
| |
OTHER ASSETS | |||
Cash and cash equivalents | 2,069,639 | 3,559,396 | |
Investments | 487,098 | 2,904,563 | |
Notes receivable | 557,254 | 185,292 | |
Acquisition costs net | 2,049,896 | 1,996,000 | |
Other assets | 979,908 | 980,409 | |
$23,350,871 | $26,840,694 | ||
LIABILITIES | |||
Accounts payable & accrued expenses |
|
| |
Accounts payable affiliates | 241,090 | 121,984 | |
Capital contributions payable | 3,785,564 | 7,222,638 | |
Line of credit | - | - | |
4,095,148 | 7,422,427 | ||
PARTNERS' EQUITY (DEFICIT) | |||
Limited Partners | |||
Units of limited partnership 2,299,372 issued and outstanding, |
|
| |
General Partner | (1,783) | (1,272) | |
Unrealized gain (loss) on securities | |||
Available for sale, net | 3,235 | (42,583) | |
19,255,723 | 19,418,267 | ||
$23,350,871 | $26,840,694 | ||
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
BALANCE SHEETS
Series 49
September 30, | March 31, | ||
ASSETS | |||
INVESTMENTS IN OPERATING PARTNERSHIPS |
|
| |
OTHER ASSETS | |||
Cash and cash equivalents | 12,606,192 | 28,143,221 | |
Investments | 9,609,285 | - | |
Notes receivable | 1,981,694 | 302,993 | |
Acquisition costs net | 4,276,743 | 3,448,420 | |
Other assets | 3,951,363 | 4,381,551 | |
$77,004,969 | $63,198,463 | ||
LIABILITIES | |||
Accounts payable & accrued expenses |
|
| |
Accounts payable affiliates | 193,008 | 48,127 | |
Capital contributions payable | 23,651,675 | 18,315,431 | |
Line of credit | - | - | |
24,035,377 | 18,919,896 | ||
PARTNERS' EQUITY (DEFICIT) | |||
Limited Partners | |||
Units of limited partnership 6,000,000 and $5,008,261 issued and outstanding, |
|
| |
General Partner | (775) | (354) | |
Unrealized gain (loss) on securities | |||
Available for sale, net | (22,764) | - | |
52,969,592 | 44,278,567 | ||
$77,004,969 | $63,198,463 | ||
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
|
| ||
Income | |||
Interest income | $ 184,360 | $ 50,554 | |
Other income | - | - | |
184,360 | 50,554 | ||
Share of loss from Operating |
|
| |
Expenses | |||
Professional fees | 64,672 | 12,030 | |
Fund management fee (Note C) | 253,373 | 110,073 | |
Organization costs | - | - | |
Amortization | 87,106 | - | |
General and administrative expenses | 71,543 | 60,346 | |
476,694 | 182,449 | ||
NET INCOME (LOSS) | $ (664,650) | $ (131,895) | |
Net income (loss) allocated to |
|
| |
Net income (loss) allocated to |
|
| |
Net income (loss) per BAC | $ (.06) | $ (.02) | |
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
Series 47
|
| ||
Income | |||
Interest income | $ 32,064 | $ 40,295 | |
Other income | - | - | |
32,064 | 40,295 | ||
Share of loss from Operating |
|
| |
Expenses | |||
Professional fees | 24,340 | 11,775 | |
Fund management fee (Note C) | 98,034 | 94,017 | |
Organization costs | - | - | |
Amortization | 26,934 | - | |
General and administrative expenses | 20,878 | 45,100 | |
| 170,186 | 150,892 | |
NET INCOME (LOSS) | $ (495,698) | $ (110,597) | |
Net income (loss) allocated to limited |
|
| |
Net income (loss) allocated to general |
|
| |
Net income (loss) per BAC | $ (.14) | $ (.03) | |
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
Series 48
|
| ||
Income | |||
Interest income | $ 17,793 | $ 10,020 | |
Other income | - | - | |
17,793 | 10,020 | ||
Share of loss from Operating |
|
| |
Expenses | |||
Professional fees | 13,406 | 255 | |
Fund management fee (Note C) | 59,553 | 16,056 | |
Organization costs | - | - | |
Amortization | 19,349 | - | |
General and administrative expenses | 6,094 | 8,877 | |
| 98,402 | 25,188 | |
NET INCOME (LOSS) | $ (89,582) | $ (15,168) | |
Net income (loss) allocated to limited |
|
| |
Net income (loss) allocated to general | $ (224) | $ (38) | |
Net income (loss) per BAC |
|
| |
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF OPERATIONS
Three Months Ended September 30,
(Unaudited)
Series 49
|
| ||
Income | |||
Interest income | $ 134,503 | $ 239 | |
Other income | - | - | |
134,503 | 239 | ||
Share of loss from Operating |
|
| |
Expenses | |||
Professional fees | 26,926 | - | |
Fund management fee (Note C) | 95,786 | - | |
Organization costs | - | - | |
Amortization | 40,823 | - | |
General and administrative expenses | 44,571 | 6,369 | |
| 208,106 | 6,369 | |
NET INCOME (LOSS) | $ (79,370) | $ (6,130) | |
Net income (loss) allocated to limited |
|
| |
Net income (loss) allocated to general | $ (198) | $ (15) | |
Net income (loss) per BAC |
|
| |
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
|
| ||
Income | |||
Interest income | $ 382,157 | $ 71,973 | |
Other income | - | - | |
382,157 | 71,973 | ||
Share of loss from Operating |
|
| |
Expenses | |||
Professional fees | 110,380 | 19,563 | |
Fund management fee (Note C) | 507,092 | 142,137 | |
Organization costs | - | 201,466 | |
Amortization | 172,579 | - | |
General and administrative expenses | 155,180 | 89,269 | |
945,231 | 452,435 | ||
NET INCOME (LOSS) | $(1,301,762) | $ (380,462) | |
Net income (loss) allocated to |
|
| |
Net income (loss) allocated to |
|
| |
Net income (loss) per BAC | $ (.11) | $ (.06) | |
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
Series 47
|
| ||
Income | |||
Interest income | $ 83,061 | $ 61,045 | |
Other income | - | - | |
83,061 | 61,045 | ||
Share of loss from Operating |
|
| |
Expenses | |||
Professional fees | 34,149 | 18,283 | |
Fund management fee (Note C) | 196,242 | 126,081 | |
Organization costs | - | 99,946 | |
Amortization | 53,705 | - | |
General and administrative expenses | 51,819 | 70,340 | |
| 335,915 | 314,650 | |
NET INCOME (LOSS) | $ (928,967) | $ (253,605) | |
Net income (loss) allocated to limited |
|
| |
Net income (loss) allocated to general |
|
| |
Net income (loss) per BAC | $ (.27) | $ (.07) | |
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
Series 48
|
| ||
Income | |||
Interest income | $ 44,763 | $ 10,689 | |
Other income | - | - | |
44,763 | 10,689 | ||
Share of loss from Operating |
|
| |
Expenses | |||
Professional fees | 19,638 | 1,280 | |
Fund management fee (Note C) | 119,106 | 16,056 | |
Organization costs | - | 101,520 | |
Amortization | 38,108 | - | |
General and administrative expenses | 20,789 | 12,560 | |
| 197,641 | 131,416 | |
NET INCOME (LOSS) | $ (204,411) | $ (120,727) | |
Net income (loss) allocated to limited |
|
| |
Net income (loss) allocated to general | $ (511) | $ (302) | |
Net income (loss) per BAC |
|
| |
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
Series 49
|
| ||
Income | |||
Interest income | $ 254,333 | $ 239 | |
Other income | - | - | |
254,333 | 239 | ||
Share of loss from Operating |
|
| |
Expenses | |||
Professional fees | 56,593 | - | |
Fund management fee (Note C) | 191,744 | - | |
Organization costs | - | - | |
Amortization | 80,766 | - | |
General and administrative expenses | 82,572 | 6,369 | |
| 411,675 | 6,369 | |
NET INCOME (LOSS) | $ (168,384) | $ (6,130) | |
Net income (loss) allocated to limited |
|
| |
Net income (loss) allocated to general | $ (421) | $ (15) | |
Net income (loss) per BAC |
|
| |
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Six Months Ended September 30, 2005
(Unaudited)
|
|
|
| |
Partners' capital |
|
|
|
|
Capital contributions | 9,916,881 | - | - | 9,916,881 |
Selling commissions and |
|
|
|
|
Net income (loss) | (1,298,508) | (3,254) | - | (1,301,762) |
Unrealized income (loss) on securities available for sale |
- |
- |
86,534 |
86,534 |
Partners' capital |
|
|
|
|
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Six Months Ended September 30, 2005
(Unaudited)
|
|
|
| |
Series47 | ||||
Partners' capital |
|
|
|
|
Capital contributions | - | - | - | - |
Selling commissions and |
|
|
|
|
Net income (loss) | (926,645) | (2,322) | - | (928,967) |
Unrealized income (loss) on securities available for sale |
- |
- |
63,480 |
63,480 |
Partners' capital |
|
|
|
|
Series48 | ||||
Partners' capital |
|
|
|
|
Capital contributions | - | - | - | - |
Selling commissions and |
|
|
|
|
Net income (loss) | (203,900) | (511) | - | (204,411) |
Unrealized income (loss) on securities available for sale |
- |
- |
45,818 |
45,818 |
Partners' capital |
|
|
|
|
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Six Months Ended September 30, 2005
(Unaudited)
|
|
|
| |
Series 49 | ||||
Partners' capital |
|
|
|
|
Capital contributions | 9,916,881 | - | - | 9,916,881 |
Selling commissions and |
|
|
|
|
Net income (loss) | (167,963) | (421) | - | (168,384) |
Unrealized income (loss) on securities available for sale |
- |
- |
(22,764) |
(22,764) |
Partners' capital |
|
|
|
|
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
2005 | 2004 | ||||
Cash flows from operating activities: | |||||
Net income (loss) | $ (1,301,762) | $ (380,462) | |||
Adjustments | |||||
Amortization | 172,579 | - | |||
Distributions from Operating |
|
| |||
Share of Loss from Operating |
|
| |||
Changes in assets and liabilities | |||||
(Decrease) Increase in accounts |
|
| |||
Decrease (Increase) in prepaid |
|
| |||
Decrease (Increase) in accounts |
|
| |||
(Decrease) Increase in accounts |
|
| |||
Net cash (used in) provided by |
|
| |||
Cash flows from investing activities: | |||||
Acquisition costs repaid (paid) for |
|
| |||
Capital contributions paid to |
|
| |||
Advances to Operating Partnerships | (3,017,636) | (468,000) | |||
Investments | (4,603,444) | (5,516,843) | |||
Net cash (used in) provided by |
|
|
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
2005 | 2004 | |||
Continued | ||||
Cash flows from financing activities: | ||||
Sales and registration costs paid | (1,038,659) | (5,719,689) | ||
Line of credit | - | (2,678,132) | ||
Capital contributions received | 9,916,881 | 45,553,685 | ||
Net cash (used in) provided by |
|
| ||
INCREASE (DECREASE) IN CASH AND |
|
| ||
Cash and cash equivalents, beginning | 33,668,430 | 6,659,989 | ||
Cash and cash equivalents, ending | $ 16,087,914 | $ 22,091,371 | ||
Supplemental schedule of non-cash |
|
| ||
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 47
2005 | 2004 | ||||
Cash flows from operating activities: | |||||
Net income (loss) | $ (928,967) | $ (253,605) | |||
Adjustments | |||||
Amortization | 53,705 | - | |||
Distributions from Operating |
|
| |||
Share of Loss from Operating |
|
| |||
Changes in assets and liabilities | |||||
(Decrease) Increase in accounts |
|
| |||
Decrease (Increase) in accounts |
|
| |||
(Decrease) Increase in accounts |
|
| |||
Net cash (used in) provided by |
|
| |||
Cash flows from investing activities: | |||||
Acquisition costs repaid (paid) for |
|
| |||
Capital contributions paid to |
|
| |||
Advances to Operating Partnerships | (966,973) | (468,000) | |||
Investments | 2,565,322 | (5,516,843) | |||
Net cash (used in) provided by |
|
|
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 47
2005 | 2004 | |||
Continued | ||||
Cash flows from financing activities: | ||||
Sales and registration costs paid | - | (2,010,367) | ||
Line of credit | - | (2,678,132) | ||
Capital contributions received | - | 16,333,890 | ||
Net cash (used in) provided by |
|
| ||
INCREASE (DECREASE) IN CASH AND |
|
| ||
Cash and cash equivalents, beginning | 1,965,813 | 6,659,989 | ||
Cash and cash equivalents, ending | $ 1,412,083 | $ 7,357,059 | ||
Supplemental schedule of non-cash |
|
| ||
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 48
2005 | 2004 | ||||
Cash flows from operating activities: | |||||
Net income (loss) | $ (204,411) | $ (120,727) | |||
Adjustments | |||||
Amortization | 38,108 | - | |||
Distributions from Operating |
|
| |||
Share of Loss from Operating |
|
| |||
Changes in assets and liabilities | |||||
(Decrease) Increase in accounts |
|
| |||
Decrease (Increase) in accounts |
|
| |||
(Decrease) Increase in accounts |
|
| |||
Net cash (used in) provided by |
|
| |||
Cash flows from investing activities: | |||||
Acquisition costs repaid (paid) for |
|
| |||
Capital contributions paid to |
|
| |||
Advances to Operating Partnerships | (371,962) | - | |||
Investments | 2,463,283 | - | |||
Net cash (used in) provided by |
|
|
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 48
2005 | 2004 | |||
Continued | ||||
Cash flows from financing activities: | ||||
Sales and registration costs paid | (3,951) | (2,975,397) | ||
Line of credit | - | - | ||
Capital contributions received | - | 22,993,720 | ||
Net cash (used in) provided by |
|
| ||
INCREASE (DECREASE) IN CASH AND |
|
| ||
Cash and cash equivalents, beginning | 3,559,396 | - | ||
Cash and cash equivalents, ending | $ 2,069,639 | $ 12,657,938 | ||
Supplemental schedule of non-cash |
|
| ||
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 49
2005 | 2004 | ||||
Cash flows from operating activities: | |||||
Net income (loss) | $ (168,384) | $ (6,130) | |||
Adjustments | |||||
Amortization | 80,766 | - | |||
Distributions from Operating |
|
| |||
Share of Loss from Operating |
|
| |||
Changes in assets and liabilities | |||||
(Decrease) Increase in accounts |
|
| |||
Decrease (Increase) in accounts |
|
| |||
(Decrease) Increase in accounts |
|
| |||
Net cash (used in) provided by |
|
| |||
Cash flows from investing activities: | |||||
Acquisition costs repaid (paid) for |
|
| |||
Capital contributions paid to |
|
| |||
Advances to Operating Partnerships | (1,678,701) | - | |||
Investments | (9,632,049) | - | |||
Net cash (used in) provided by |
|
|
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund IV L.P.
STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 49
2005 | 2004 | |||
Continued | ||||
Cash flows from financing activities: | ||||
Sales and registration costs paid | (1,034,708) | (733,925) | ||
Line of credit | - | - | ||
Capital contributions received | 9,916,881 | 6,226,075 | ||
Net cash (used in) provided by |
|
| ||
INCREASE (DECREASE) IN CASH AND |
|
| ||
Cash and cash equivalents, beginning | 28,143,221 | - | ||
Cash and cash equivalents, ending | $ 12,606,192 | $ 2,076,374 | ||
Supplemental schedule of non-cash |
|
| ||
The accompanying notes are an integral part of this statement
Boston Capital Tax Credit Fund V L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 2005
(Unaudited)
NOTE A - ORGANIZATION
Boston Capital Tax Credit Fund V L.P. (the "Fund") was organized under the laws of the State of Delaware as of October 15, 2003, for the purpose of acquiring, holding, and disposing of limited partnership interests in Operating Partnerships which will acquire, develop, rehabilitate, operate and own newly constructed, existing or rehabilitated low-income apartment complexes ("Operating Partnerships"). The General Partner of the Fund is Boston Capital Associates V LLC, a Delaware limited liability company. The members of the General Partner are Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, and John P. Manning, who is the managing member. Additional managers of the General Partner are Jeffrey H. Goldstein and Marc N. Teal. The general partner of Boston Capital Companion Limited Partnership is Boston Capital Partners II Corporation whose sole shareholder is John P. Manning. John P. Manning is the principal of Boston Capital Partners, Inc.
The Assignor Limited Partner is BCTC V Assignor Corp., a Delaware corporation which is wholly-owned by John P. Manning. The Assignor Limited Partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business. Units of beneficial interest in the Limited Partnership Interest of the Assignor Limited Partner will be assigned by the Assignor Limited Partner by means of beneficial assignee certificates ("BACs") to investors and investors will be entitled to all the rights and economic benefits of a Limited Partner of the Fund including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Fund.
A Registration Statement on Form S-11 and the related prospectus, as supplemented (the "Prospectus") were filed with the Securities and Exchange Commission and became effective January 2, 2004 in connection with a public offering ("Offering") in one or more series of a minimum of 250,000 BACs and a maximum of 7,000,000 BACs at $10 per BAC. On August 10, 2004 an amendment to Form S-11, which registered an additional 8,500,000 BACs for sale to the public in one or more series became effective. As of September 30, 2005, subscriptions had been received and accepted by the Fund for 11,777,706 BAC's representing capital contributions of $117,777,060.
The Offering, including information regarding the issuance of BACs in series, is described on pages 161 to 167 of the Prospectus, as supplemented, under the caption "The Offering", which is incorporated herein by reference.
Below is a summary of the BACs sold and total equity raised by series as of the September 30, 2005:
Series | Closing Date | BACs Sold | Equity Raised |
Series 47 | April 30, 2004 | 3,478,334 | $34,783,340 |
Series 48 | August 12, 2004 | 2,299,372 | $22,993,720 |
Series 49 | April 29, 2005 | 6,000,000 | $60,000,000 |
Boston Capital Tax Credit Fund V L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 2005
(Unaudited)
NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements herein as of September 30, 2005 and for the three and six months then ended have been prepared by the Fund, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The Fund accounts for its investments in Operating Partnerships using the equity method, whereby the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. Costs incurred by the Fund in acquiring the investments in the Operating Partnerships are capitalized to the investment account.
The Fund's accounting and financial reporting policies are in conformity with generally accepted accounting principles and include adjustments in interim periods considered necessary for a fair presentation of the results of operations. Such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Fund's Annual Report on Form 10-K.
Investment Securities
The Fund has determined that all of its investment securities are to be categorized as securities available for sale. Securities classified as available for sale are those debt securities that the Fund purchased that may be liquidated prior to the maturity date should the need arise.
These securities are carried at approximate fair market value. All of the investments held by the Fund are tax-exempt municipal bonds.
The amortized cost of securities available for sale as of September 30, 2005 by contractual maturity are as follows:
Amortized Cost | |
Due in one year or less | $ 3,107,357 |
Due after one year | 10,303,377 |
Total | $13,410,734 |
The fair market value of the securities is $13,384,491. The difference being an unrealized loss on securities available for sale of $26,243, as of September 30, 2005.
Boston Capital Tax Credit Fund V L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 2005
(Unaudited)
NOTE C - RELATED PARTY TRANSACTIONS
The Fund has entered into several transactions with various affiliates of the general partner, including Boston Capital Holdings Limited Partnership, Boston Capital Securities, Inc., and Boston Capital Asset Management L.P. as follows:
An annual partnership management fee based on .5 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 LP, the amounts accrued are not net of reporting fees received. The partnership management fee accrued for the quarters ended September 30, 2005 and 2004 are as follows:
2005 | 2004 | |
Series 47 | $ 98,034 | $ 50,457 |
Series 48 | 59,553 | 6,467 |
Series 49 | 95,786 | - |
Total | $ 253,373 | $ 56,924 |
The fund management fees paid for the quarter ended September 30, 2005 and 2004 are as follows:
2005 | 2004 | |
Series 47 | $ - | $ 43,560 |
Series 48 | - | 9,589 |
Series 49 | - | - |
Total | $ - | $ 53,149 |
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS
At September 30, 2005 and 2004 the Fund has limited partnership interests in 40 and 20 Operating Partnerships which own or are constructing apartment complexes.
The breakdown of Operating Partnerships within the Fund at September 30, 2005 and 2004 is as follows:
2005 | 2004 | |
Series 47 | 15 | 12 |
Series 48 | 10 | 7 |
Series 49 | 15 | 1 |
Total | 40 | 20 |
Boston Capital Tax Credit Fund V L.P.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 2004
(Unaudited)
NOTE D - INVESTMENT IN OPERATING PARTNERSHIPS - (continued)
The Fund's fiscal year ends March 31st for each year, while all the Operating Partnerships' fiscal years are the calendar year. Pursuant to the provisions of each Operating Partnership Agreement, financial results for each of the Operating Partnerships are provided to the Fund within 45 days after the close of each Operating Partnership's quarterly period. Accordingly, the financial results available for the Operating Partnerships would be for the six months ended June 30, 2005.
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six months Ended June 30,
(Unaudited)
Series 47* 2005 | ||
Revenues | ||
Rental | $ 533,121 | |
Interest and other | 41,051 | |
574,172 | ||
Expenses | ||
Interest | 214,668 | |
Depreciation and amortization | 316,071 | |
Operating expenses | 726,376 | |
1,257,115 | ||
NET LOSS | $ (682,943) | |
Net loss allocated to Boston Capital Tax Credit Fund V L.P. |
| |
Net loss allocated to other Partners |
| |
*The Operating Partnerships in Series 47 did not commence operations until after June 30, 2004, therefore, they do not have comparative information to report.
Boston Capital Tax Credit Fund V L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 2005
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six months Ended June 30,
(Unaudited)
Series 48* 2005 | ||
Revenues | ||
Rental | $ 225,864 | |
Interest and other | 10,100 | |
235,964 | ||
Expenses | ||
Interest | 59,633 | |
Depreciation and amortization | 63,921 | |
Operating expenses | 164,464 | |
288,018 | ||
NET LOSS | $ (52,054) | |
Net loss allocated to Boston Capital Tax Credit Fund V L.P. |
| |
Net loss allocated to other Partners |
| |
*The Operating Partnerships in Series 48 did not commence operations until after June 30, 2004, therefore, they do not have comparative information to report.
Boston Capital Tax Credit Fund V L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 2005
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six months Ended June 30,
(Unaudited)
Series 49* 2005 | ||
Revenues | ||
Rental | $ 166,471 | |
Interest and other | 12,004 | |
178,475 | ||
Expenses | ||
Interest | 49,879 | |
Depreciation and amortization | - | |
Operating expenses | 139,750 | |
189,629 | ||
NET LOSS | $ (11,154) | |
Net loss allocated to Boston Capital Tax Credit Fund V L.P. |
| |
Net loss allocated to other Partners |
| |
*The Operating Partnerships in Series 49 did not commence operations until after June 30, 2004, therefore, they do not have comparative information to report.
NOTE E - TAXABLE LOSS
The Fund's taxable loss for the year ended December 31, 2005 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. No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners and assignees individually.
Item 2. Management's Discussions and Analysis of Financial Condition and
Results of Operations
Liquidity
The Fund's primary source of funds is the proceeds of its Public Offering. Other sources of liquidity will include (i) interest earned on capital contributions held pending investment and on working capital (ii) cash distributions from operations of the Operating Partnerships in which the Fund has and will invest and (iii) a line of credit. The Fund does not anticipate significant cash distributions from operations of the Operating Partnerships.
Boston Capital Tax Credit Fund V LP and other Funds sponsored and offered by Boston Capital Securities, Inc. have entered into a line of credit financing agreement with Citibank whereby they can collectively borrow up to $40 million for up to 90 days to meet short-term cash needs required for the investment in certain Operating Partnerships. Under the terms of the agreement, the Fund pledges their interest in a particular Operating Partnership in order to draw funds from the line. The repayment of any draws is anticipated to be made once the Fund has received sufficient Investor proceeds. Repayments on the line are tied to specific Operating Partnerships, which are then released as collateral by the bank. As of September 30, 2005 Boston Capital Tax Credit Fund V LP did not have any amounts outstanding on the line of credit.
The Fund is accruing the fund management fees for Series 47 and Series 48 in order to maintain adequate Fund reserves. The Fund is also accruing the fund management fees for Series 49. Pursuant to the Partnership Agreement, such liabilities will be deferred until the Fund receives sales or refinancing proceeds from the Operating Partnerships, which will be used to satisfy such liabilities. The Fund's working capital and sources of liquidity coupled with affiliated party liability accruals allow sufficient levels of liquidity to meet the third party obligations of the Fund. The Fund is currently unaware of any trends which would create insufficient liquidity to meet future third party obligations.
Capital Resources
The Fund offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on January 2, 2004. The Fund received $34,783,340, $22,993,720 and $60,000,000 representing 3,478,334, 2,299,372 and 6,000,000 BACs from investors admitted as BAC Holders in Series 47, Series 48 and Series 49, respectively, as of September 30, 2005.
Series 47
The Fund commenced offering BACs in Series 47 on January 2, 2004. Offers and sales of BACs in Series 47 were completed on April 30, 2004. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 15 Operating Partnerships in the amount of $26,279,545.
During the quarter ended September 30, 2005, Series 47 recorded capital contribution releases of $1,470,457. Series 47 has outstanding contributions payable in the amount of $5,289,110 as of September 30, 2005. Of the amount outstanding $1,245,069 has been loaned or advanced to some of the Operating Partnerships. The loans and advances will be converted to capital, and the remaining contributions of $4,044,041 will be released from available net offering proceeds, when the Operating Partnerships have achieved the conditions set forth in their partnership agreements.
Series 48
The Fund commenced offering BACs in Series 48 on May 11, 2004. Offers and sales of BACs in Series 48 were completed on August 12, 2004. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 10 Operating Partnerships in the amount of $17,433,344.
During the quarter ended September 30, 2005, Series 48 recorded capital contribution releases of $1,782,529. Series 48 has outstanding contributions payable in the amount of $3,785,564 as of September 30, 2005. Of the amount outstanding $1,535,562 has been loaned or advanced to some of the Operating Partnerships. The loans and advances will be converted to capital, and the remaining contributions of $2,250,002 will be released from available net offering proceeds, when the Operating Partnerships have achieved the conditions set forth in their partnership agreements.
Series 49
The Fund commenced offering BACs in Series 49 on August 24, 2004. Offers and sales of BACs in Series 49 were completed on April 29, 2005. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 15 Operating Partnerships in the amount of $44,427,217.
During the quarter ended September 30, 2004, Series 49 recorded capital contribution releases of $9,050,124. Series 49 has outstanding contributions payable in the amount of $23,651,675 as of September 30, 2005. Of the amount outstanding $4,656,701 has been loaned or advanced to some of the Operating Partnerships. The loans and advances will be converted to capital, and the remaining contributions of $18,994,974 will be released from available net offering proceeds, when the Operating Partnerships have achieved the conditions set forth in their partnership agreements.
Line of Credit
Boston Capital Tax Credit Fund V LP and other Funds sponsored and offered by Boston Capital Securities, Inc. have entered into a line of credit financing agreement with Citibank whereby they can collectively borrow up to $40 million for up to 90 days to meet short-term cash needs required for the investment in certain Operating Partnerships. Under the terms of the agreement, the Fund pledges their interest in a particular Operating Partnership in order to draw funds from the line. The repayment of any draws is anticipated to be made once the Fund has received sufficient Investor proceeds. Repayments on the line are tied to specific Operating Partnerships, which are then released as collateral by the bank. As of September 30, 2005 Boston Capital Tax Credit Fund V LP did not have any amounts outstanding on the line of credit.
Results of Operations
As of September 30, 2005 the Fund held limited partnership interests in 40 Operating Partnerships. In each instance the Apartment Complex owned by the applicable Operating Partnership is eligible for the Federal Housing Tax Credit. Initial occupancy of a unit in each Apartment Complex which complied with the Minimum Set-Aside Test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the Rent Restriction Test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to hereinafter 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 believes that there is adequate casualty insurance on the properties.
The Fund's results of operations for future periods will vary significantly from those for the period ended September 30, 2005 as Series 47, Series 48 and Series 49 continue to use the funds raised to invest in partnership interests of additional Operating Partnerships.
The Fund incurred a fund management fee to Boston Capital Asset Management Limited Partnership in an amount equal to .5 percent of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of certain asset management and reporting fees paid by the Operating Partnerships. The fund management fees incurred for the quarter ended September 30, 2005 for Series 47, Series 48, and Series 49 were $98,034, $59,553, and $95,786, respectively.
The Fund's investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested or intends to invest. The Fund's investments in Operating Partnerships have been and will be made principally with a view towards realization of Federal Housing Tax Credits for allocation to its partners and BAC holders.
Series 47
As of September 30, 2005 the average Qualified Occupancy was 82.3%. The series had a total of 15 properties at September 30, 2005. Out of the total 8 were at 100% Qualified Occupancy and 4 were in initial lease up. The series also had 3 properties with multiple buildings some of which were under construction and some of which were in lease-up at September 30, 2005. Since all of the properties were acquired after September 30, 2004, there is no comparative information to report.
For the period ended September 30, 2005, Series 47 reflects net loss from Operating Partnerships of $(682,943), which includes depreciation and amortization of $316,071. This is an interim period estimate; it is not indicative of the final year end results.
Series 48
As of September 30, 2005 the average Qualified Occupancy was 78.3%. The series had a total of 10 properties at September 30, 2005. Out of the total 5 were at 100% Qualified Occupancy and 2 were in initial lease up. The series also had 3 properties with multiple buildings some of which were under construction and some of which were in lease-up at September 30, 2005. Since all of the properties were acquired after September 30, 2004, there is no comparative information to report.
For the period ended September 30, 2005, Series 48 reflects net loss from Operating Partnerships of $(52,054), which includes depreciation and amortization of $63,921. This is an interim period estimate; it is not indicative of the final year end results.
Series 49
As of September 30, 2005 the average Qualified Occupancy was 70.5%. The series had a total of 15 properties at September 30, 2005. Out of the total 2 were at 100% Qualified Occupancy and 3 were in initial lease up. The series also had 9 properties that were still under construction and 1 property with multiple buildings some of which were under construction and some of which were in lease-up at June 30, 2005. Since all of the properties were acquired after September 30, 2004, there is no comparative information to report.
For the period ended September 30, 2005, Series 49 reflects net loss from Operating Partnerships of $(11,154). This is an interim period estimate; it is not indicative of the final year end results.
Off Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which requires the Partnership to make certain estimates and assumptions. A summary of significant accounting policies is provided in Note 1 to the financial statements. The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of 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 is 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 Limited Partnership.
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 any such Operating Limited Partnership and includes such reduction in equity in loss of investment of limited partnerships.
Exceptions to Certifications
The March 31, 2005 Balance Sheet of Boston Capital Tax Credit Fund V L.P. is presented as unaudited in the Form 10-Q as the Report of the Independent Registered Public Accounting Firm could not be filed within the prescribed time period because the issuer was not able to obtain audit opinions which refer to the auditing standards of the Public Company Accounting Oversight Board (United States) (PCAOB) of property partnerships, in which the issuer holds noncontrolling limited partner interests.
Historically, the audits, and the reports thereon, of the local operating partnerships (typically owned 99% by the registrant) were performed in accordance with Generally Accepted Auditing Standards (GAAS).
On May 11, 2005 draft guidance was issued by the Public Company Accounting Oversight Board which was confirmed on June 24, 2005 by the AICPA Center for Public Company Audit Firms, that clearly establishes the requirement for the audit reports of the operating partnerships of a Public Fund to refer to the auditing standards of the PCAOB.
The audits of the operating partnerships were performed primarily during the months of January and February and refer to Generally Accepted Auditing Standards. We have all appropriate originally signed opinions from the operating partnerships, however, they do not refer to the auditing standards of the Public Company Accounting Oversight Board.
Our independent registered public accounting firm has performed an audit of the registrant for the period ending March 31, 2005, but could not issue an opinion in accordance with the standards of the Public Company Accounting Oversight Board (United States). Therefore, we are filing our 10-Q with March 31, 2005 balance sheets as "UNAUDITED" as it is without an audit opinion.
Item 3 | Quantitative and Qualitative Disclosure About Market Risk |
Not Applicable |
Item 4 | Controls & Procedures | |
(a) | Evaluation of Disclosure Controls and Procedures | |
As of the end of the period covered by this report, the Fund's General Partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Boston Capital Associates V LLC carried out an evaluation of the effectiveness of the Fund's "disclosure controls and procedures" as defined in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. 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 Fund's disclosure controls and procedures were adequate and effective in timely alerting them to material information relating to the Fund required to be included in the Fund's periodic SEC filings. | ||
(b) | Changes in Internal Controls | |
There were no changes in the Fund's internal control over financial reporting that occurred during the quarter ended September 30, 2005 that materially affected, or are reasonably likely to materially affect, the Fund's internal control over financial reporting. |
PART II - OTHER INFORMATION
Item 1. | Legal Proceedings | ||
None | |||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||
None | |||
Item 3. | Defaults upon Senior Securities | ||
None | |||
Item 4. | Submission of Matters to a Vote of Security | ||
None | |||
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 | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Boston Capital Tax Credit Fund V L.P. | ||||
By: | Boston Capital Associates V LLC, | |||
Date: November 21, 2005 | By: | /s/ John P. Manning | ||
Managing Member |
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Fund and in the capacities and on the dates indicated:
DATE: | SIGNATURE: | TITLE: |
November 21, 2005 | /s/ John P. Manning | Director, President (Principal Executive Officer), Boston Capital Partners II Corp.; Director, President (Principal Executive Officer), BCTC V Assignor Corp. |
John P. Manning | ||
November 21, 2005 | /s/ Marc N. Teal Marc N. Teal | Sr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer), Boston Capital Partners II Corp.; Sr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer), BCTC V Assignor Corp. |