UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period endedDecember 31, 2011
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 333-109898
BOSTON CAPITAL TAX CREDIT FUND V L.P.
(Exact name of registrant as specified in its charter)
Delaware | 14-1897569 |
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
One Boston Place, Suite 2100, Boston, Massachusetts 02108
(Address of principal executive offices) (Zip Code)
(617) 624-8900
(Registrant's telephone number, including area code)
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.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer | Accelerated filer |
Non-accelerated filer | Smaller reporting companyý |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
BOSTON CAPITAL TAX CREDIT FUND V L.P.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2011
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION | |
| | Pages |
| Item 1. Condensed Financial Statements |
| | |
| | Condensed Balance Sheets | 3-6 |
| | Condensed Statements of Operations | 7-14 |
| | Condensed Statements of Changes in Partners' Capital (Deficit) | 15-16 |
| | Condensed Statements of Cash Flows | 17-20 |
| | Notes to Condensed Financial Statements |
21-28
|
| | |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
28-37
|
| | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
38
|
| | |
| Item 4. Controls and Procedures | 38 |
| | |
PART II - OTHER INFORMATION | |
| | |
| Item 1. Legal Proceedings | 39 |
| | |
| Item 1A. Risk Factors | 39 |
| | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
39
|
| | |
| Item 3. Defaults Upon Senior Securities | 39 |
| | |
| Item 4. Mine Safety Disclosures | 39 |
| | |
| Item 5. Other Information | 39 |
| | |
| Item 6. Exhibits | 39 |
| | |
| | |
| Signatures | 40 |
| | |
| | |
| | |
Boston Capital Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
| December 31,
2011 | March 31,
2011 |
| | |
ASSETS | | |
| | |
INVESTMENTS IN OPERATING PARTNERSHIPS
(Note D) |
$43,919,979
|
$45,194,905
|
| | |
OTHER ASSETS | | |
| | | |
| Cash and cash equivalents | 1,994,410 | 2,236,091 |
| Notes receivable | 429,038 | 429,038 |
| Acquisition costs net | 4,040,480 | 4,617,692 |
| Other assets | 103,748 | 112,483 |
| $50,487,655 | $52,590,209 |
| | |
LIABILITIES | | |
| | |
| Accounts payable & accrued expenses | $ 843 | $ 843 |
| Accounts payable affiliates | 3,185,840 | 2,582,469 |
| Capital contributions payable | 501,047 | 511,813 |
| 3,687,730 | 3,095,125 |
| | |
PARTNERS' CAPITAL (DEFICIT) | | |
| | |
Assignees | | |
| Units of limited partnership
interest, $10 stated value per BAC;
15,500,000 authorized BACs;
11,777,706 issued and outstanding |
46,944,129
|
49,632,550
|
General Partner | (144,204) | (137,466) |
| 46,799,925 | 49,495,084 |
| $50,487,655 | $52,590,209 |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
Series 47
| December 31,
2011 | March 31,
2011 |
ASSETS | | |
INVESTMENTS IN OPERATING PARTNERSHIPS
(Note D) |
$10,683,867
|
$10,949,197
|
| | |
OTHER ASSETS | | |
| Cash and cash equivalents | 360,241 | 397,096 |
| Notes receivable | - | - |
| Acquisition costs net | 1,751,691 | 2,001,933 |
| Other assets | - | - |
| $12,795,799 | $13,348,226 |
| | |
LIABILITIES | | |
| | |
| Accounts payable & accrued expenses | $ 385 | $ 385 |
| Accounts payable affiliates | 1,433,003 | 1,166,745 |
| Capital contributions payable | 91,654 | 91,654 |
| 1,525,042 | 1,258,784 |
| | |
PARTNERS' CAPITAL (DEFICIT) | | |
| | |
Assignees | | |
| Units of limited partnership
interest, $10 stated value per BAC;
15,500,000 authorized BACs;
3,478,334 issued and outstanding |
11,319,289
|
12,135,927
|
General Partner | (48,532) | (46,485) |
| 11,270,757 | 12,089,442 |
| $12,795,799 | $13,348,226 |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
Series 48
| December 31,
2011 | March 31,
2011 |
ASSETS | | |
INVESTMENTS IN OPERATING PARTNERSHIPS
(Note D) |
$ 8,084,731
|
$ 8,346,895
|
| | |
OTHER ASSETS | | |
| Cash and cash equivalents | 354,148 | 435,509 |
| Notes receivable | 168,628 | 168,628 |
| Acquisition costs net | 729,506 | 833,720 |
| Other assets | - | - |
| $ 9,337,013 | $ 9,784,752 |
| | |
LIABILITIES | | |
| | |
| Accounts payable & accrued expenses | $ 115 | $ 115 |
| Accounts payable affiliates | 920,685 | 816,900 |
| Capital contributions payable | 178,629 | 178,629 |
| 1,099,429 | 995,644 |
| | |
PARTNERS' CAPITAL (DEFICIT) | | |
| | |
Assignees | | |
| Units of limited partnership
interest, $10 stated value per BAC;
15,500,000 authorized BACs;
2,299,372 issued and outstanding |
8,267,752
|
8,817,897
|
General Partner | (30,168) | (28,789) |
| 8,237,584 | 8,789,108 |
| $ 9,337,013 | $ 9,784,752 |
| | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
Series 49
| December 31,
2011 | March 31,
2011 |
ASSETS | | |
INVESTMENTS IN OPERATING PARTNERSHIPS
(Note D) |
$25,151,381
|
$25,898,813
|
| | |
OTHER ASSETS | | |
| Cash and cash equivalents | 1,280,021 | 1,403,486 |
| Notes receivable | 260,410 | 260,410 |
| Acquisition costs net | 1,559,283 | 1,782,039 |
| Other assets | 103,748 | 112,483 |
| $28,354,843 | $29,457,231 |
| | |
LIABILITIES | | |
| | |
| Accounts payable & accrued expenses | $ 343 | $ 343 |
| Accounts payable affiliates | 832,152 | 598,824 |
| Capital contributions payable | 230,764 | 241,530 |
| 1,063,259 | 840,697 |
| | |
PARTNERS' CAPITAL (DEFICIT) | | |
| | |
Assignees | | |
| Units of limited partnership
interest, $10 stated value per BAC;
15,500,000 authorized BACs;
6,000,000 issued and outstanding |
27,357,088
|
28,678,726
|
General Partner | (65,504) | (62,192) |
| 27,291,584 | 28,616,534 |
| $28,354,843 | $29,457,231 |
| | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)
|
2011
|
2010
|
| | |
Income | | |
| Interest income | $ 2,666 | $ 26,993 |
| Other income | - | - |
| 2,666 | 26,993 |
| | |
Share of loss from Operating
Partnerships(Note D) |
(521,593)
|
(720,653)
|
| | |
Expenses | | |
| Professional fees | 6,290 | 15,325 |
| Fund management fee, net (Note C) | 262,502 | 277,579 |
| Amortization | 192,404 | 248,267 |
| General and administrative expenses | 29,694 | 30,958 |
| 490,890 | 572,129 |
| | |
NET LOSS | $(1,009,817) | $(1,265,789) |
| | |
Net loss allocated to
assignees |
$(1,007,293)
|
$(1,262,624)
|
| | |
Net loss allocated to
general partner |
$ (2,524)
|
$ (3,165)
|
| | |
Net loss per BAC | $ (.09) | $ (.11) |
| | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)
Series 47
|
2011
|
2010
|
| | |
Income | | |
| Interest income | $ 517 | $ 918 |
| Other income | - | - |
| 517 | 918 |
| | |
Share of loss from Operating
Partnerships(Note D) |
(144,894)
|
(237,163)
|
| | |
Expenses | | |
| Professional fees | 2,070 | 669 |
| Fund management fee, net (Note C) | 92,211 | 93,892 |
| Amortization | 83,414 | 84,442 |
| General and administrative expenses | 9,307 | 9,637 |
| 187,002 | 188,640 |
| | |
NET LOSS | $ (331,379) | $ (424,885) |
| | |
Net loss allocated to
assignees |
$ (330,551)
|
$ (423,823)
|
| | |
Net loss allocated to
general partner |
$ (828)
|
$ (1,062)
|
| | |
Net loss per BAC | $ (.10) | $ (.12) |
| | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)
Series 48
|
2011
|
2010
|
| | |
Income | | |
| Interest income | $ 516 | $ 1,409 |
| Other income | - | - |
| 516 | 1,409 |
| | |
Share of loss from Operating
Partnerships(Note D) |
(72,226)
|
(185,079)
|
| | |
Expenses | | |
| Professional fees | 1,992 | 601 |
| Fund management fee, net (Note C) | 57,095 | 59,595 |
| Amortization | 34,738 | 56,581 |
| General and administrative expenses | 7,664 | 7,835 |
| 101,489 | 124,612 |
| | |
NET LOSS | $ (173,199) | $ (308,282) |
| | |
Net loss allocated to
assignees |
$ (172,766)
|
$ (307,511)
|
| | |
Net loss allocated to
general partner |
$ (433)
|
$ (771)
|
| | |
Net loss per BAC |
$ (.08)
|
$ (.13)
|
| | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)
Series 49
|
2011
|
2010
|
| | |
Income | | |
| Interest income | $ 1,633 | $ 24,666 |
| Other income | - | - |
| 1,633 | 24,666 |
| | |
Share of loss from Operating
Partnerships(Note D) |
(304,473)
|
(298,411)
|
| | |
Expenses | | |
| Professional fees | 2,228 | 14,055 |
| Fund management fee, net (Note C) | 113,196 | 124,092 |
| Amortization | 74,252 | 107,244 |
| General and administrative expenses | 12,723 | 13,486 |
| 202,399 | 258,877 |
| | |
NET LOSS | $ (505,239) | $ (532,622) |
| | |
Net loss allocated to
assignees |
$ (503,976)
|
$ (531,290)
|
| | |
Net loss allocated to
general partner |
$ (1,263)
|
$ (1,332)
|
| | |
Net loss per BAC |
$ (.08)
|
$ (.09)
|
| | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)
|
2011
|
2010
|
| | |
Income | | |
| Interest income | $ 9,797 | $ 43,069 |
Other income | 5,525 | - |
| 15,322 | 43,069 |
| | |
Share of loss from Operating
Partnerships(Note D) |
(1,211,949)
|
(2,241,114)
|
| | |
Expenses | | |
| Professional fees | 93,437 | 101,026 |
| Fund management fee, net (Note C) | 758,820 | 788,268 |
| Amortization | 577,212 | 744,803 |
| General and administrative expenses | 69,063 | 65,727 |
| 1,498,532 | 1,699,824 |
| | |
NET LOSS | $(2,695,159) | $(3,897,869) |
| | |
Net loss allocated to
assignees |
$(2,688,421)
|
$(3,888,124)
|
| | |
Net loss allocated to
general partner |
$ (6,738)
|
$ (9,745)
|
| | |
Net loss per BAC | $ (.23) | $ (.33) |
| | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)
Series 47
|
2011
|
2010
|
| | |
Income | | |
| Interest income | $ 1,878 | $ 5,266 |
Other income | - | - |
| 1,878 | 5,266 |
| | |
Share of loss from Operating
Partnerships(Note D) |
(249,440)
|
(786,093)
|
| | |
Expenses | | |
| Professional fees | 29,012 | 29,392 |
| Fund management fee, net (Note C) | 269,998 | 277,792 |
| Amortization | 250,242 | 253,327 |
| General and administrative expenses | 21,871 | 21,135 |
| 571,123 | 581,646 |
| | |
NET LOSS | $ (818,685) | $(1,362,473) |
| | |
Net loss allocated to
assignees |
$ (816,638)
|
$(1,359,067)
|
| | |
Net loss allocated to
general partner |
$ (2,047)
|
$ (3,406)
|
| | |
Net loss per BAC | $ (.23) | $ (.39) |
| | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)
Series 48
|
2011
|
2010
|
| | |
Income | | |
| Interest income | $ 1,932 | $ 6,582 |
Other income | - | - |
| 1,932 | 6,582 |
| | |
Share of loss from Operating
Partnerships(Note D) |
(244,954)
|
(504,824)
|
| | |
Expenses | | |
| Professional fees | 24,941 | 23,940 |
| Fund management fee, net (Note C) | 160,347 | 171,128 |
| Amortization | 104,214 | 169,744 |
| General and administrative expenses | 19,000 | 17,600 |
| 308,502 | 382,412 |
| | |
NET LOSS | $ (551,524) | $ (880,654) |
| | |
Net loss allocated to
assignees |
$ (550,145)
|
$ (878,452)
|
| | |
Net loss allocated to
general partner |
$ (1,379)
|
$ (2,202)
|
| | |
Net loss per BAC |
$ (.24)
|
$ (.38)
|
| | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)
Series 49
|
2011
|
2010
|
| | |
Income | | |
| Interest income | $ 5,987 | $ 31,221 |
Other income | 5,525 | - |
| 11,512 | 31,221 |
| | |
Share of loss from Operating
Partnerships(Note D) |
(717,555)
|
(950,197)
|
| | |
Expenses | | |
| Professional fees | 39,484 | 47,694 |
| Fund management fee, net (Note C) | 328,475 | 339,348 |
| Amortization | 222,756 | 321,732 |
| General and administrative expenses | 28,192 | 26,992 |
| 618,907 | 735,766 |
| | |
NET LOSS | $(1,324,950) | $(1,654,742) |
| | |
Net loss allocated to
assignees |
$(1,321,638)
|
$(1,650,605)
|
| | |
Net loss allocated to
general partner |
$ (3,312)
|
$ (4,137)
|
| | |
Net loss per BAC |
$ (.22)
|
$ (.28)
|
| | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Nine Months Ended December 31, 2011
(Unaudited)
|
Assignees
|
General
partner
|
Total
|
| | | |
Partners' capital
(deficit)
April 1, 2011 |
$ 49,632,550
|
$(137,466)
|
$ 49,495,084
|
| | | |
Net loss | (2,688,421) | (6,738) | (2,695,159) |
| | | |
Partners' capital
(deficit),
December 31, 2011 |
$ 46,944,129
|
$(144,204)
|
$ 46,799,925
|
| | | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Nine Months Ended December 31, 2011
(Unaudited)
|
Assignees
| General
partner |
Total
|
Series47 | | | |
Partners' capital
(deficit)
April 1, 2011 |
$ 12,135,927
|
$ (46,485)
|
$ 12,089,442
|
| | | |
Net loss | (816,638) | (2,047) | (818,685) |
| | | |
Partners' capital
(deficit),
December 31, 2011 |
$ 11,319,289
|
$ (48,532)
|
$ 11,270,757
|
| | | |
|
Assignees
| General
partner |
Total
|
Series48 | | | |
Partners' capital
(deficit)
April 1, 2011 |
$ 8,817,897
|
$ (28,789)
|
$ 8,789,108
|
| | | |
Net loss | (550,145) | (1,379) | (551,524) |
| | | |
Partners' capital
(deficit),
December 31, 2011 |
$ 8,267,752
|
$ (30,168)
|
$ 8,237,584
|
| | | |
|
Assignees
| General
partner |
Total
|
Series 49 | | | |
Partners' capital
(deficit)
April 1, 2011 |
$ 28,678,726
|
$ (62,192)
|
$ 28,616,534
|
| | | |
Net loss | (1,321,638) | (3,312) | (1,324,950) |
| | | |
Partners' capital
(deficit),
December 31, 2011 |
$ 27,357,088
|
$ (65,504)
|
$ 27,291,584
|
| | | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)
| 2011 | 2010 |
Cash flows from operating activities: | | |
| | |
| Net loss | $(2,695,159) | $(3,897,869) |
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities | | |
| Amortization | 577,212 | 744,803 |
| Distributions from Operating
Partnerships |
62,977
|
27,809
|
| Share of Loss from Operating
Partnerships |
1,211,949
|
2,241,114
|
| Changes in assets and liabilities | | |
| Decrease (Increase) in accounts receivable |
8,735
|
(606,246)
|
| (Decrease) Increase in accounts
payable affiliates |
603,371
|
653,371
|
| | | |
| Net cash (used in) provided by
operating activities |
(230,915)
|
(837,018)
|
| | |
Cash flows from investing activities: | | |
| | |
| Capital contributions paid to
Operating Partnerships |
(10,766)
|
(59,338)
|
| Repayment from Operating Partnerships | - | 13,500 |
| | | |
| Net cash (used in) provided by
investing activities |
(10,766)
|
(45,838)
|
| | |
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS |
(241,681)
|
(882,856)
|
| | |
Cash and cash equivalents, beginning | 2,236,091 | 2,660,085 |
| | |
Cash and cash equivalents, ending | $ 1,994,410 | $ 1,777,229 |
| | |
Supplemental schedule of noncash | | |
investing and financing activities: | | |
| | |
| The Fund has increased its investments in operating partnerships and increased its capital contribution obligation to operating partnerships for capital contributions due to operating partnerships. |
$ -
|
$ 4,686
|
| | | |
| The Fund applied notes receivable and advances to its capital contribution obligation to operating partnerships. |
$ -
|
$ 1,860,932
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)
Series 47
| 2011 | 2010 |
Cash flows from operating activities: | | |
| | |
| Net loss | $ (818,685) | $(1,362,473) |
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities | | |
| Amortization | 250,242 | 253,327 |
| Distributions from Operating
Partnerships |
15,890
|
407
|
| Share of Loss from Operating
Partnerships |
249,440
|
786,093
|
| Changes in assets and liabilities | | |
| Decrease (Increase) in accounts receivable |
-
|
-
|
| (Decrease) Increase in accounts
payable affiliates |
266,258
|
291,258
|
| | | |
| Net cash (used in) provided by
operating activities |
(36,855)
|
(31,388)
|
| | |
Cash flows from investing activities: | | |
| | |
| Capital contributions paid to
Operating Partnerships |
-
|
(2,475)
|
| Repayment from Operating Partnerships | - | - |
| | | |
| Net cash (used in) provided by
investing activities |
-
|
(2,475)
|
| | |
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS |
(36,855)
|
(33,863)
|
| | |
Cash and cash equivalents, beginning | 397,096 | 434,561 |
| | |
Cash and cash equivalents, ending | $ 360,241 | $ 400,698 |
Supplemental schedule of noncash | | |
investing and financing activities: | | |
| | |
| The Fund has increased its investments in operating partnerships and increased its capital contribution obligation to operating partnerships for capital contributions due to operating partnerships. |
$ -
|
$ 2,343
|
| | | |
| The Fund applied notes receivable and advances to its capital contribution obligation to operating partnerships. |
$ -
|
$ 199,846
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)
Series 48
| 2011 | 2010 |
Cash flows from operating activities: | | |
| | |
| Net loss | $ (551,524) | $ (880,654) |
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities | | |
| Amortization | 104,214 | 169,744 |
| Distributions from Operating
Partnerships |
17,210
|
10,713
|
| Share of Loss from Operating
Partnerships |
244,954
|
504,824
|
| Changes in assets and liabilities | | |
| Decrease (Increase) in accounts receivable |
-
|
-
|
| (Decrease) Increase in accounts
payable affiliates |
103,785
|
178,785
|
| | | |
| Net cash (used in) provided by
operating activities |
(81,361)
|
(16,588)
|
| | |
Cash flows from investing activities: | | |
| | |
| Capital contributions paid to
Operating Partnerships |
-
|
(2,475)
|
| Repayment from Operating Partnerships | - | - |
| | | |
| Net cash (used in) provided by
investing activities |
-
|
(2,475)
|
| | |
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS |
(81,361)
|
(19,063)
|
| | |
Cash and cash equivalents, beginning | 435,509 | 610,427 |
| | |
Cash and cash equivalents, ending | $ 354,148 | $ 591,364 |
| | |
Supplemental schedule of noncash | | |
investing and financing activities: | | |
| | |
| The Fund has increased its investments in operating partnerships and increased its capital contribution obligation to operating partnerships for capital contributions due to operating partnerships. |
$ -
|
$ 2,343
|
| | | |
| The Fund applied notes receivable and advances to its capital contribution obligation to operating partnerships. |
$ -
|
$ 199,846
|
| | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,
(Unaudited)
Series 49
| 2011 | 2010 |
Cash flows from operating activities: | | |
| | |
| Net loss | $(1,324,950) | $(1,654,742) |
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities | | |
| Amortization | 222,756 | 321,732 |
| Distributions from Operating
Partnerships |
29,877
|
16,689
|
| Share of Loss from Operating
Partnerships |
717,555
|
950,197
|
| Changes in assets and liabilities | | |
| Decrease (Increase) in accounts receivable |
8,735
|
(606,246)
|
| (Decrease) Increase in accounts
payable affiliates |
233,328
|
183,328
|
| | | |
| Net cash (used in) provided by
operating activities |
(112,699)
|
(789,042)
|
| | |
Cash flows from investing activities: | | |
| | |
| Capital contributions paid to
Operating Partnerships |
(10,766)
|
(54,388)
|
| Repayment from Operating Partnerships | - | 13,500 |
| | | |
| Net cash (used in) provided by
investing activities |
(10,766)
|
(40,888)
|
| | |
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS |
(123,465)
|
(829,930)
|
| | |
Cash and cash equivalents, beginning | 1,403,486 | 1,615,097 |
| | |
Cash and cash equivalents, ending | $ 1,280,021 | $ 785,167 |
| | |
Supplemental schedule of noncash | | |
investing and financing activities: | | |
| | |
| The Fund has increased its investments in operating partnerships and increased its capital contribution obligation to operating partnerships for capital contributions due to operating partnerships. |
$ -
|
$ -
|
| | | |
| The Fund applied notes receivable and advances to its capital contribution obligation to operating partnerships. |
$ -
|
$ 1,461,240
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
December 31, 2011
(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 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, (the "Prospectus") were filed with the Securities and Exchange Commission and became effective January 2, 2004 in connection with a public offering ("Offering") in one or more series of a minimum of 250,000 BACs and a maximum of 7,000,000 BACs at $10 per BAC. On August 10, 2004, an amendment to Form S-11, which registered an additional 8,500,000 BACs for sale to the public in one or more series, became effective. As of December 31, 2011, subscriptions had been received and accepted by the Fund for 11,777,706 BACs representing capital contributions of $117,777,060.
Below is a summary of the BACs sold and total equity raised, by series, as of December 31, 2011:
Series | Closing Date | BACs Sold | Equity Raised |
Series 47 | April 30, 2004 | 3,478,334 | $34,783,340 |
Series 48 | August 12, 2004 | 2,299,372 | $22,993,720 |
Series 49 | April 29, 2005 | 6,000,000 | $60,000,000 |
The Fund concluded its public offering of BACs in the Fund on April 29, 2005.
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2011
(Unaudited)
NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements herein as of December 31, 2011, and for the nine months then ended have been prepared by the Fund, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The Fund accounts for its investments in Operating Partnerships using the equity method, whereby the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. Costs incurred by the Fund in acquiring the investments in the Operating Partnerships are capitalized to the investment account.
The Fund's accounting and financial reporting policies are in conformity with generally accepted accounting principles and include adjustments in interim periods considered necessary for a fair presentation of the results of operations. Such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Fund's Annual Report on Form 10-K.
Amortization
Acquisition costs were originally amortized on the straight-line method over 27.5 years. As of March 31, 2011, an impairment loss of $515,429 and $791,820 for Series 48 and Series 49, respectively, was recorded. As of March 31, 2010, an impairment loss of $1,018,679 was recorded for Series 49. As of March 31, 2011, the lives of the remaining acquisition costs were reassessed and determined to be 6 years for all Series.
Accumulated amortization of acquisition costs by Series as of December 31, 2011is as follows:
| 2011 |
Series 47 | $1,162,540 |
Series 48 | 703,649 |
Series 49 | 1,524,465 |
| $3,390,654 |
The amortization of deferred acquisition costs for each of the ensuing 5 years through December 31, 2016 is estimated to be $769,615 per year.
Capitalized Expenses
Costs incurred in connection with borrowing funds to make capital contributions to Operating Partnerships and certain other costs are capitalized and included in investments in Operating Partnerships. Such costs are being amortized on the straight-line method over 27.5 years. As of March 31, 2011, an impairment loss of $86,385 and $31,129 for Series 47 and Series 48, respectively, was recorded to bring the capitalized expense to zero for Series 47 and Series 48. As of March 31, 2010, an impairment loss of $131,314 was recorded to bring the capitalized expense to zero for Series 49.
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2011
(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 fund management fee of .5 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships has been accrued to Boston Capital Asset Management L.P. Since reporting fees collected by the various series were added to reserves and not paid to Boston Capital Asset Management L.P., the amounts accrued are not net of reporting fees received. The fund management fee accrued for the quarters ended December 31, 2011 and 2010 are as follows:
| 2011 | 2010 |
Series 47 | $ 97,086 | $ 97,086 |
Series 48 | 59,595 | 59,595 |
Series 49 | 127,776 | 127,776 |
Total | $284,457 | $ 284,457 |
The fund management fees paid for the quarters ended December 31, 2011 and 2010 are as follows:
| 2011 | 2010 |
Series 47 | $ - | $ - |
Series 48 | - | - |
Series 49 | - | - |
Total | $ - | $ - |
The fund management fees paid for the nine months ended December 31, 2011 and 2010 are as follows:
| 2011 | 2010 |
Series 47 | $ 25,000 | $ - |
Series 48 | 75,000 | - |
Series 49 | 150,000 | 200,000 |
Total | $250,000 | $200,000 |
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS
At December 31, 2011 and 2010, the Fund has limited partnership interests in 50 Operating Partnerships, which own or are constructing apartment complexes.
The breakdown of Operating Partnerships within the Fund at December 31, 2011 and 2010 is as follows:
| 2011 | 2010 |
Series 47 | 15 | 15 |
Series 48 | 11 | 11 |
Series 49 | 24 | 24 |
Total | 50 | 50 |
The Fund's fiscal year ends March 31st for each year, while all the Operating Partnerships' fiscal years are the calendar year. Pursuant to the provisions of each Operating Partnership Agreement, financial results for each of the Operating Partnerships are provided to the Fund within 45 days after the close of each Operating Partnership's quarterly period. Accordingly, the financial results available for the Operating Partnerships are for the nine months ended September 30, 2011.
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2011
(Unaudited)
NOTE D - INVESTMENT IN OPERATING PARTNERSHIPS - (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months Ended September 30,
(Unaudited)
Total
| 2011 | 2010 |
Revenues | | |
| Rental | $ 16,090,544 | $ 15,702,166 |
| Interest and other | 555,069 | 565,514 |
| 16,645,613 | 16,267,680 |
| | |
Expenses | | |
| Interest | 2,792,489 | 2,837,488 |
| Depreciation and amortization | 5,841,818 | 5,897,270 |
| Operating expenses | 10,449,768 | 10,182,889 |
| 19,084,075 | 18,917,647 |
| | |
NET LOSS | $(2,438,462) | $(2,649,967) |
| | |
Net loss allocated to Boston Capital Tax Credit Fund V L.P.* |
$(2,414,077)
|
$(2,623,465)
|
| | |
Net loss allocated to other Partners | $ (24,385) | $ (26,502) |
* Amounts include $1,202,128 and $382,351 for 2011 and 2010, respectively, of loss not recognized under the equity method of accounting.
The Fund accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Fund recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
December 31, 2011
(Unaudited)
NOTE D - INVESTMENT IN OPERATING PARTNERSHIPS - (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months Ended September 30,
(Unaudited)
Series 47
| 2011 | 2010 |
Revenues | | |
| Rental | $ 6,147,308 | $ 6,074,000 |
| Interest and other | 161,645 | 164,106 |
| 6,308,953 | 6,238,106 |
| | |
Expenses | | |
| Interest | 1,062,641 | 1,160,174 |
| Depreciation and amortization | 1,869,477 | 1,966,111 |
| Operating expenses | 4,089,817 | 3,905,854 |
| 7,021,935 | 7,032,139 |
| | |
NET LOSS | $ (712,982) | $ (794,033) |
| | |
Net loss allocated to Boston Capital Tax Credit Fund V L.P.* |
$ (705,852)
|
$ (786,093)
|
| | |
Net loss allocated to other Partners | $ (7,130) | $ (7,940) |
* Amounts include $456,412 and $- for 2011 and 2010, respectively, of loss not recognized under the equity method of accounting.
The Fund accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Fund recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
December 31, 2011
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months Ended September 30,
(Unaudited)
Series 48
| 2011 | 2010 |
Revenues | | |
| Rental | $ 3,467,651 | $ 3,347,228 |
| Interest and other | 99,210 | 102,836 |
| 3,566,861 | 3,450,064 |
| | |
Expenses | | |
| Interest | 530,120 | 519,680 |
| Depreciation and amortization | 1,254,965 | 1,274,103 |
| Operating expenses | 2,242,468 | 2,166,204 |
| 4,027,553 | 3,959,987 |
| | |
NET LOSS | $ (460,692) | $ (509,923) |
| | |
Net loss allocated to Boston Capital Tax Credit Fund V L.P.* |
$ (456,085)
|
$ (504,824)
|
| | |
Net loss allocated to other Partners | $ (4,607) | $ (5,099) |
* Amounts include $211,131 and $- for 2011 and 2010, respectively, of loss not recognized under the equity method of accounting.
The Fund accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Fund recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
December 31, 2011
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months Ended September 30,
(Unaudited)
Series 49
| 2011 | 2010 |
Revenues | | |
| Rental | $ 6,475,585 | $ 6,280,938 |
| Interest and other | 294,214 | 298,572 |
| 6,769,799 | 6,579,510 |
| | |
Expenses | | |
| Interest | 1,199,728 | 1,157,634 |
| Depreciation and amortization | 2,717,376 | 2,657,056 |
| Operating expenses | 4,117,483 | 4,110,831 |
| 8,034,587 | 7,925,521 |
| | |
NET LOSS | $(1,264,788) | $(1,346,011) |
| | |
Net loss allocated to Boston Capital Tax Credit Fund V L.P.* |
$(1,252,140)
|
$(1,332,548)
|
| | |
Net loss allocated to other Partners | $ (12,648) | $ (13,463) |
* Amounts include $534,585 and $382,351 for 2011 and 2010, respectively, of loss not recognized under the equity method of accounting.
The Fund accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Fund recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.
NOTE E - TAXABLE LOSS
The Fund's taxable loss for the calendar year ended December 31, 2011 is expected to differ from its loss for financial reporting purposes. This is primarily due to accounting differences in depreciation incurred by the Operating Partnerships and also differences between the equity method of accounting and the IRS accounting methods.
NOTE F - INCOME TAXES
The Fund has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Fund's federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Fund is not required to take any tax positions in order to qualify as a pass-through entity. The Fund is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Fund has no other tax positions, which must be considered for disclosure.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements including our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. These statements are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created by these acts. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, for example, the factors identified in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2011. Although we believe that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate, and there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.
Liquidity
The Fund's primary source of funds is the proceeds of the Offering. Other sources of liquidity include (i) interest earned on capital contributions held pending investment and on working capital and (ii) cash distributions from operations of the Operating Partnerships in which the Fund has and will invest. The Fund does not anticipate significant cash distributions from operations of the Operating Partnerships.
The Fund is currently accruing the fund management fee. Fund management fees accrued during the quarter ended December 31, 2011 were $284,457 and total fund management fees accrued as of December 31, 2011 were $3,185,840. During the quarter ended December 31, 2011, none of the accrued fund management fees were paid. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Fund receives proceeds from sales of the Operating Partnerships, which will be used to satisfy these liabilities. The Fund's working capital and sources of liquidity coupled with affiliated party liability accruals allow sufficient levels of liquidity to meet the third party obligations of the Fund. The Fund is currently unaware of any trends which would create insufficient liquidity to meet future third party obligations of the Fund.
Capital Resources
The Fund offered BACs in the Offering declared effective by the Securities and Exchange Commission on January 2, 2004. The Fund received $34,783,340, $22,993,720 and $60,000,000 representing 3,478,334, 2,299,372 and 6,000,000 BACs from investors admitted as BAC Holders in Series 47, Series 48 and Series 49, respectively, as of December 31, 2011.
Series 47
The Fund commenced offering BACs in Series 47 on January 2, 2004. Offers and sales of BACs in Series 47 were completed on April 30, 2004. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 15 Operating Partnerships in the amount of $26,409,598.
During the quarter ended December 31, 2011, Series 47 did not record any releases of contributions. Series 47 has outstanding contributions payable to one Operating Partnership in the amount of $91,654 as of December 31, 2011. The remaining contributions will be released when the Operating Partnership has achieved the conditions set forth in its partnership agreement.
Series 48
The Fund commenced offering BACs in Series 48 on May 11, 2004. Offers and sales of BACs in Series 48 were completed on August 12, 2004. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 11 Operating Partnerships in the amount of $17,452,406.
During the quarter ended December 31, 2011, Series 48 did not record any releases of contributions. Series 48 has outstanding contributions payable to one Operating Partnership in the amount of $178,629 as of December 31, 2011. Of the amount outstanding, $168,628 has been advanced or loaned to the Operating Partnership. The loans and advances will be converted to capital and the remaining contributions of $10,001 will be released when the Operating Partnership has achieved the conditions set forth in its partnership agreement.
Series 49
The Fund commenced offering BACs in Series 49 on August 24, 2004. Offers and sales of BACs in Series 49 were completed on April 29, 2005. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 24 Operating Partnerships in the amount of $45,728,155.
During the quarter ended December 31, 2011, Series 49 did not record any releases of contributions. Series 49 has outstanding contributions payable to one Operating Partnership in the amount of $230,764 as of December 31, 2011. Of the total amount outstanding, $230,663 has been loaned or advanced to the Operating Partnership. The loans and advances will be converted to capital and the remaining contributions of $101 will be released when the Operating Partnership has achieved the conditions set forth in its partnership agreement.
Results of Operations
As of December 31, 2011, the Fund held limited partnership interests in 50 Operating Partnerships. In each instance the apartment complex owned by the applicable Operating Partnership is eligible for the federal housing tax credit. Initial occupancy of a unit in each apartment complex which complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective apartment complexes are described more fully in the Prospectus or applicable report on Form 8-K. The general partner of the Fund believes that there is adequate casualty insurance on the properties.
The Fund 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 and the reporting fees paid by the Operating Partnerships for the three and nine months ended December 31, 2011 are as follows:
| 3 Months
Gross Fund
Management Fee |
3 Months
Reporting Fee
| 3 Months
Fund Management Fee
Net of Reporting Fee |
Series 47 | $ 97,086 | $ 4,875 | $ 92,211 |
Series 48 | 59,595 | 2,500 | 57,095 |
Series 49 | 127,776 | 14,580 | 113,196 |
| $284,457 | $21,955 | $262,502 |
| 9 Months
Gross Fund
Management Fee |
9 Months
Reporting Fee
| 9 Months
Fund Management Fee
Net of Reporting Fee |
Series 47 | $291,258 | $21,260 | $269,998 |
Series 48 | 178,785 | 18,438 | 160,347 |
Series 49 | 383,328 | 54,853 | 328,475 |
| $853,371 | $94,551 | $758,820 |
The Fund's investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested or intends to invest. The Fund's investments in Operating Partnerships have been and will be made principally with a view towards realization of federal housing tax credits for allocation to its partners and BAC holders.
Series 47
As of December 31, 2011 and 2010, the average Qualified Occupancy was 100%. The series had a total of 15 properties at December 31, 2011, all of which were at 100% Qualified Occupancy.
For the nine month periods ended December 31, 2011 and 2010, Series 47 reflects a net loss from Operating Partnerships of $(712,982) and $(794,033), respectively, which includes depreciation and amortization of $1,869,477 and $1,966,111, respectively. This is an interim period estimate; it is not indicative of the final year-end results.
CP Continental L.P. (Time Square on the Hill) is a 200-unit family development located in Fort Worth, TX. Despite an average physical occupancy of 91% in 2010, the property operated below breakeven due to low economic occupancy coupled with high operating expenses; specifically, administrative, insurance and bad debt. Management was able to cut the bad debt in half in 2010 due to more diligent collections efforts and tighter applicant screening policies. Despite the large decrease in bad debt, administrative expenses increased in 2010. The property suffers from poor visibility and has almost no drive-by traffic, requiring a large amount of money to be spent on advertising. The property also has fewer amenities than the competition, which includes properties that have pools, washer/dryer connections and covered parking at the same rent levels as CP Continental. Occupancy has fluctuated through 2011, but stabilized at 95% at year-end. The site staff increased its visits to nearby retailers and businesses to place fliers in an effort to increase traffic to the property. Through the fourth quarter of 2011, the property is operating below breakeven due to the drop in rental revenues. Overall, the property is in-line with the budget in terms of operating expenses. Management continues to review the budget to determine areas to control expenses and improve cash flow. The property's mortgage, real estate taxes, and insurance are current. After rental achievement, the operating general partner is obligated to promptly advance funds to eliminate any operating deficit. The operating general partner is not obligated to have subordinate loans outstanding at any time in excess of $542,490. The management company, an affiliate of the operating general partner, is deferring all fees until operations improve. The low income tax credit compliance period expires on December 31, 2019.
McEver Vineyards L.P. (McEver Vineyards) is a 220-unit family property located in Gainesville, GA. Average physical occupancy remained strong in 2011 increasing slightly to 96% from 95% in 2010. Note that in 2009 occupancy at McEver Vineyards had declined to 87% as a result of the recession and its impact on the Atlanta metro area. Occupancy averaged 96% for the quarter ending December 31, 2011, and as of December 31, 2011, the property was 95% occupied. Occupancy has steadily recovered after the closing of several area food processing plants in early 2009 which resulted in a diminished tenant base. However, reduced rental rates at McEver Vineyards and several competing properties have yet to return to previous levels. As of the last site inspection by the investment general partner in March 2011, all vacant units were rent ready and the property maintained good curb appeal.
The mortgage payable has been in default since October 2009 and remains two months in arrears as of December 31, 2011. The operating general partner has attempted to restructure the debt in order to improve cash flow; however, to date it has been unsuccessful. The lender has informally agreed to allow the mortgage to remain in default, and as long as mortgage payments continue to be made on a monthly basis, a foreclosure action will not be initiated. While the investment general partner will continue to work with the operating general partner and lender in an effort to improve operations, as of December 31, 2011 the lender is not interested in negotiating and documenting a loan modification. In March 2011, the operating general partner advanced $142,000 to McEver Vineyards; approximately $107,000 was utilized to bring the Operating Partnership's real estate taxes current. If the property is foreclosed in 2012, the estimated credit loss of $810,838 and tax credit recapture cost and interest penalty of $687,286 are equivalent to a credit loss of $233 per 1,000 BACs and a recapture and interest penalty cost of $198 per 1,000 BACs.
Some elements of property operations improved in 2011 as overall rental revenue increased and bad debt and real estate tax expense decreased. However, as maintenance, utilities and turnover costs remained high, overall property operations in 2011 continued to be below a breakeven level. In 2010, due to reduced rental revenue, high bad debt expense and continued high turnover costs, property operations were significantly below breakeven. Originally, the operating general partner's operating deficit guaranty was set at a maximum of $800,000 for a period of thirty-six months commencing after rental achievement. The operating general partner had thought that rental achievement was met in the first quarter of 2007, and consequently the operating deficit guaranty was scheduled to expire in March 2010. However, upon review of the definition of "rental achievement" in the Partnership Agreement by the investment general partner it was determined that rental achievement had in fact not been met. In late June 2010, the operating general partner confirmed the operating deficit guaranty was still in force and agreed to continue funding operating deficits in exchange for the Operating Partnership agreeing that these advances would be treated as a third party loan in terms of priority of repayment from cash flow and/or capital events. Effective September 2010, the Partnership Agreement was amended to reflect these changes in the treatment of operating deficit loans. As of December 31, 2011, insurance and real estate taxes were current and the mortgage payable was 60 days in arrears as noted above.
Marble Fall Vistas Apartments L.P. (Vistas Apartments) is a 124-unit family property located in Marble Falls, TX. The property experienced an increase in vacancy in 2010 that continued into 2011. A soft employment and rental market caused the increase in vacancy. The local economy continues to struggle, and many employers have relocated or reduced their work force. However, the property is exempt from paying real estate taxes and its operating expenses continue to be below the investment general partner's state averages. As a result, the property was able to operate above breakeven through the fourth quarter of 2011. The operating general partner increased marketing by adding new signage and increasing the property's newspaper and on-line presence. To minimize turnover and boost resident retention, management continues to organize monthly social events at the property. The operating general partner is also using tenant referral incentives to help increase occupancy. The mortgage and insurance payments are current.
Series 48
As of December 31, 2011 and 2010, the average Qualified Occupancy was 100%. The series had a total of 11 properties at December 31, 2011, all of which were at 100% Qualified Occupancy.
For the nine month periods ended December 31, 2011 and 2010, Series 48 reflects a net loss from Operating Partnerships of $(460,692) and $(509,923), respectively, which includes depreciation and amortization of $1,254,965 and $1,274,103, respectively. This is an interim period estimate; it is not indicative of the final year-end results.
McEver Vineyards L.P. (McEver Vineyards) is a 220-unit family property located in Gainesville, GA. Average physical occupancy remained strong in 2011 increasing slightly to 96% from 95% in 2010. Note that in 2009 occupancy at McEver Vineyards had declined to 87% as a result of the recession and its impact on the Atlanta metro area. Occupancy averaged 96% for the quarter ending December 31, 2011, and as of December 31, 2011, the property was 95% occupied. Occupancy has steadily recovered after the closing of several area food processing plants in early 2009 which resulted in a diminished tenant base. However, reduced rental rates at McEver Vineyards and several competing properties have yet to return to previous levels. As of the last site inspection by the investment general partner in March 2011, all vacant units were rent ready and the property maintained good curb appeal.
The mortgage payable has been in default since October 2009 and remains two months in arrears as of December 31, 2011. The operating general partner has attempted to restructure the debt in order to improve cash flow; however, to date it has been unsuccessful. The lender has informally agreed to allow the mortgage to remain in default, and as long as mortgage payments continue to be made on a monthly basis, a foreclosure action will not be initiated. While the investment general partner will continue to work with the operating general partner and lender in an effort to improve operations, as of December 31, 2011 the lender is not interested in negotiating and documenting a loan modification. In March 2011, the operating general partner advanced $142,000 to McEver Vineyards; approximately $107,000 was utilized to bring the Operating Partnership's real estate taxes current. If the property is foreclosed in 2012, the estimated credit loss of $810,838 and tax credit recapture cost and interest penalty of $687,286 are equivalent to a credit loss of $353 per 1,000 BACs and a recapture and interest penalty cost of $299 per 1,000 BACs.
Some elements of property operations improved in 2011 as overall rental revenue increased and bad debt and real estate tax expense decreased. However, as maintenance, utilities, and turnover costs remained high, overall property operations in 2011 continued to be below a breakeven level. In 2010, due to reduced rental revenue, high bad debt expense and continued high turnover costs, property operations were significantly below breakeven. Originally, the operating general partner's operating deficit guaranty was set at a maximum of $800,000 for a period of thirty-six months commencing after rental achievement. The operating general partner had thought that rental achievement was met in the first quarter of 2007, and consequently the operating deficit guaranty was scheduled to expire in March 2010. However, upon review of the definitions of rental achievement in the Partnership Agreement by the investment general partner it was determined that rental achievement had in fact not been met. In late June 2010, the operating general partner confirmed the operating deficit guaranty was still in force and agreed to continue funding operating deficits, in exchange for the Operating Partnership agreeing that these advances would be treated as a third party loan in terms of priority of repayment from cash flow and/or capital events. Effective September 2010, the Partnership Agreement was amended to reflect these changes in the treatment of operating deficit loans. As of December 31, 2011, insurance and real estate taxes were current and the mortgage payable was 60 days in arrears as noted above.
Series 49
As of December 31, 2011 and 2010, the average Qualified Occupancy was 100%. The series had a total of 24 properties at December 31, 2011, all of which were at 100% Qualified Occupancy.
For the nine month periods ended December 31, 2011 and 2010, Series 49 reflects a net loss from Operating Partnerships of $(1,264,788) and $(1,346,011), respectively, which includes depreciation and amortization of $2,717,376 and $2,657,056, respectively. This is an interim period estimate; it is not indicative of the final year-end results.
Post Oak East Apartments (Post Oak East L.P.) is a 240-unit family property located in Euless, Texas. Occupancy began to decline in the fourth quarter of 2009, reaching 85% in December 2009. A new management company, hired in December 2009, implemented a comprehensive marketing and resident retention program in an effort to increase occupancy and find more qualified residents. As a result, occupancy improved to an average of 92% in both 2010 and 2011. Prior to the construction loan converting to conventional permanent fixed-rate financing in November 2010, the property was operating above breakeven. However, the debt payments under the construction loan (floating rate, tax-exempt bonds) consisted of only interest payments with no principal amortization payments. Had the loan converted to permanent financing under the floating rate for tax-exempt bonds, as originally planned, and the property maintained the then current levels of bad debt expense, unit turnover costs, and real estate taxes, operations would have been below breakeven.
In November 2010, simultaneously with the conversion to conventional permanent financing, and with the approval of the Texas Department of Housing and Community Affairs and the investment general partner, the Operating Partnership admitted a new non-profit operating general partner that assumed 51% of the original operating general partner interest. The remaining 49% of the original operating general partner interest was converted to a Class B limited partner interest, owned by the original operating general partner. Because of its non-profit status, the new operating general partner entitles the property to a full abatement of the real estate taxes, saving the property approximately $150,000 annually. Under the terms of the permanent loan (principal of $13,600,000 and a fixed interest rate of 5.50%) and a full abatement of the real estate taxes, the property is operating above breakeven.
In an effort to facilitate the closing of the permanent financing in November 2010, the investment general partner approved the release of the remaining equity prior to the Operating Partnership meeting rental achievement. In October of 2011, the Operating Partnership was able to document rental achievement. The property's mortgage and insurance payments are current as of December 31, 2011.
The Gardens of Athens (The Gardens of Athens, LP) is a 36-unit elderly development located in Athens, Texas. Historically, occupancy has been strong. In 2010 and again in 2011, physical occupancy averaged 99%. Despite fairly strong operations, a shortfall of approximately $200,000 between the balance of the construction loan and the originally underwritten permanent loan principal resulted in a conversion delay. After several extensions to the term of the construction loan, the original permanent lender, which was also the construction lender, withdrew its commitment to provide permanent financing, and on May 6, 2008 issued a notice of default under the construction loan, due to an expiration of the loan's term. The lender later agreed to extend the term of the construction loan through January 2010.
In January 2010, the Operating Partnership closed on a new permanent loan, which is guaranteed by Rural Development under Section 538. However, there remained a $100,000 shortfall between the construction loan balance and the permanent debt commitment. This shortfall was funded by a loan of remaining investment partnership equity of $45,876, funds from the operating general partner and Operating Partnership of approximately $10,000, and a loan from the reserves of the investment partnership in the amount of $43,247. The equity loan of $45,876 from the investment partnership will convert to contributed equity upon the Operating Partnership's achievement of certain benchmarks, which are believed to have occurred in 2010; however, documentation of such benchmarks has not yet been submitted by the operating general partner. The loan from the investment partnership's reserves, which is anticipated to be paid back in full by January 2015, is payable from cash flow or a capital transaction. The Operating Partnership has been making regular payments on this loan so that the balance outstanding was $29,746 at December 31, 2011. With the new monthly debt service payment, the property operated above breakeven in 2010 and continued to do so through the fourth quarter of 2011. A rent increase of $25/unit per month took effect with lease renewals, beginning on May 1, 2011. The property's mortgage, real estate tax and insurance payments are current as of December 31, 2011.
Rosewood Senior Apartments (Rosewood Place, LLC) is a 144-unit senior's development in Lenexa, Kansas. The property reached initial full qualified occupancy in November 2007. The average occupancy for 2008, 2009 and 2010 was 90%, 91% and 95%, respectively. As of December 31, 2011, the property was 96% occupied and reported average occupancy of 99% for all of 2011. Operations were below breakeven in 2008, nominally below breakeven in 2009, and at breakeven during 2010 and 2011. The Operating Partnership was able to stay current on its first mortgage debt during the time period 2007 - 2010 because no real estate tax payments were made for tax years 2006 - 2010 until all outstanding taxes were paid (including interest and penalties) on January 7, 2011. At December 31, 2010, an estimated $605,700 in real estate taxes and interest penalties were owed by Rosewood Place, LLC including the first and second half 2010 real estate taxes. As previously noted, the full tax amount owed was paid on January 7, 2011 from capital raised as part of the loan amendment described below that closed into escrow on December 21, 2010 and was released from escrow on January 6, 2011 when all conditions for closing the amendment were satisfied.
In July 2009, a contractor filed a motion for summary judgment, requesting foreclosure of its mechanic's lien. This motion was approved on February 17, 2010, and an advertised foreclosure sale on April 14, 2010 was scheduled. On April 12, 2010, the contractor agreed to postpone the sale and to continue to negotiate a payment plan with the operating general partner. In June 2010, the operating general partner and the contractor reached a verbal agreement on a five-year payment plan to settle the mechanic's lien claim for $250,000. The mechanic's lien judgment was released on December 29, 2010 as part of the settlement agreement executed in December 2010 by the contractor and the operating general partner.
In June 2010, the operating general partner refocused its efforts on negotiating a loan modification with the existing mortgage lender. By late July 2010, the operating general partner, the investment general partner and the lender had agreed in principle on a restructuring plan. In August 2010 the contractor also agreed, in concept, to the proposed loan modification. The modification documents were executed and the transaction closed into escrow on December 21, 2010. They were released from escrow on January 6, 2011 when all closing conditions were satisfied. The operating general partner contributed $148,000 towards the loan modification and a new investor contributed $600,000. The new investor was assigned a 45% interest in Rosewood Place, LLC in exchange for its $600,000 capital contribution. The new investor entity is related to the investment general partner. As a result of this transaction, approximately $249,000 per year of federal tax credits, equivalent to approximately $42 per 1,000 BACs, will be allocated to the new investor. It is anticipated that the new investor will put its 45% interest in Rosewood Place, LLC back to the investment limited partner in early 2015. On a cumulative basis, the investment general partner originally forecasted that the tax credits allocated to the original investors in Rosewood Place, LLC would be reduced by approximately $748,000 (equivalent to $125 per 1,000 BACs). However, it is now projected that the amount of tax credit reduction for the original investors will be approximately $997,000 (equivalent to $167 per 1,000 BACs). If the new investor had not contributed to the loan modification and the foreclosure had occurred in 2010 the investment general partner estimates that there would have been recapture and interest relating to credits previously claimed of $613,304, as well as an estimated loss of credits for the tax years 2010-2017 of $3,854,295. This represents recapture of $102 and credit loss totaling $642, respectively, per 1,000 BACs.
This property is part of a portfolio that includes several properties that experienced operational difficulties in 2008 and 2009. During those years the operating general partner's financial position also deteriorated, preventing his ability to recapitalize any of these properties. Although the operating general partner's financial position did not improve during 2010, operations throughout his portfolio did stabilize and improve in 2010. During 2010, the investment general partner actively worked with the operating general partner and lender to restructure the mortgage debt as discussed above. Now that the loan amendment for Rosewood Place, LLC has closed, real estate taxes, insurance escrows and bond payments are current as of December 31, 2011. In addition, payments to the contractor under the aforementioned five-year payment plan were also current as of December 31, 2011.
Marble Fall Vistas Apartments L.P. (Vistas Apartments) is a 124-unit family property located in Marble Falls, TX. The property experienced an increase in vacancy in 2010 which continued into 2011. The increase was caused by a soft employment and rental market. The local economy continues to struggle, and many employers have relocated or reduced their work force. However, the property is exempt from paying real estate taxes and its operating expenses continue to be below the investment general partner's state averages. As a result, the property was able to operate above breakeven through the fourth quarter of 2011. The operating general partner increased marketing by adding new signage and increasing the property's newspaper and on-line presence. To minimize turnover and boost resident retention, management continues to organize monthly social events at the property. The operating general partner is also using tenant referral incentives to help increase occupancy. The mortgage and insurance payments are current.
Off Balance Sheet Arrangements
None.
Principal Accounting Policies and Estimates
The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), which require the Fund to make various estimates and assumptions. The following section is a summary of some aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of the Fund's financial condition and results of operations. The Fund believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.
The Fund is required to assess potential impairments to its long-lived assets, which are primarily investments in limited partnerships. The Fund accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Fund does not control the operations of the Operating Partnerships. The purpose of an impairment analysis is to verify that the real estate investment balance reflected on the balance sheet does not exceed the value of the underlying investments.
If the book value of the Fund's investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future Low-Income Housing Credits allocable to the Fund and the estimated residual value to the Fund, the Fund reduces its investment in the Operating Partnership.
The main reason an impairment loss typically occurs is that the annual operating losses, recorded in accordance with the equity method of accounting, of the investment in limited partnership does not reduce the balance as quickly as the annual use of the tax credits. In years prior to the year ended March 31, 2009, management included remaining tax credits as well as residual value in the calculated value of the underlying investments. However, management decided to take a more conservative approach to the investment calculation and determined that the majority of the residual value component of the valuation was zero for the years ended, March 31, 2011 and 2010. However, it is important to note that this change in the accounting estimate to the calculation method of the impairment loss has no effect on the actual value or performance of the overall investment, nor does it have any effect on the remaining credits to be generated.
In accordance with the accounting guidance for the consolidation of variable interest entities, the Fund determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.
Principal Accounting Policies and Estimates - continued
Based on this guidance, the Operating Partnerships in which the Fund invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Fund's interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Fund currently records the amount of its investment in these partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Fund's balance in investment in Operating Partnerships, advances made to Operating Partnerships, plus the risk of recapture of tax credits previously recognized on the investments, represents its maximum exposure to loss. The Fund's exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying housing complexes as well as the strength of the general partners and their guarantee against credit recapture to the investors of the Fund.
Recent Accounting Changes
In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs). The amended guidance modifies the consolidation model to one based on control and economics, and replaced quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures around VIEs. This amendment was effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on April 1, 2010 did not have a material effect on the Fund's financial statements.
Item 3 | Quantitative and Qualitative Disclosures About Market Risk |
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| Not Applicable |
Item 4 | Controls & Procedures |
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| (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 under the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15 with respect to each series individually, as well as the Fund as a whole. Based on that evaluation, the Fund's Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Fund's disclosure controls and procedures were effective to ensure that information relating to any series or the Fund as a whole required to be disclosed by it in the reports that it files or submits under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to the Fund's management, including the Fund's Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure with respect to each series individually, as well as the Fund as a whole. |
| (b) | Changes in Internal Controls |
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| | There were no changes in the Fund's internal control over financial reporting that occurred during the quarter ended December 31, 2011 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 |
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| None |
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Item 1A. | Risk Factors |
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| There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in our Form 10-K for the fiscal year ended March 31, 2011. |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
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| None |
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Item 3. | Defaults upon Senior Securities |
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| None |
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Item 4. | Mine Safety Disclosures |
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| Not Applicable |
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Item 5. | Other Information |
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| None |
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Item 6. | Exhibits |
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| (a)Exhibits |
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| | 31.a Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herewith |
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| | 31.b Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herewith |
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| | 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 herewith |
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| | 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 herewith |
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| | 101. The following materials from the Boston Capital Tax Credit Fund V L.P. Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2011 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Changes in Partners' Capital (Deficit), (iv) the Condensed Statements of Cash Flows and (v) related notes, furnished herewith |
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. |
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| By: | Boston Capital Associates V LLC,
General Partner |
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Date:February 14, 2012 | | By: | /s/ John P. Manning
John P. Manning |
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| | | 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: |
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February 14, 2012 | /s/ John P. Manning John P. Manning | Director, President (Principal Executive Officer), Boston Capital Partners II Corp.; Director, President (Principal Executive Officer), BCTC V Assignor Corp. |
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February 14, 2012 | /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. |
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