UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2020
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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | None | None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý | No |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ý | No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer □ | Accelerated Filer □ | |
Non-accelerated filer ý | Smaller Reporting Company ý | |
Emerging Growth Company □ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes | No ý |
BOSTON CAPITAL TAX CREDIT FUND V L.P.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2020
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION | ||||
Pages | ||||
Item 1. Condensed Financial Statements | ||||
Condensed Balance Sheets | 4-7 | |||
Condensed Statements of Operations | 8-15 | |||
Condensed Statements of Changes in Partners' Capital (Deficit) |
16-19 | |||
Condensed Statements of Cash Flows | 20-23 | |||
Notes to Condensed Financial Statements |
| |||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
| |||
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
| |||
Item 4. Controls and Procedures | 42 | |||
PART II - OTHER INFORMATION | ||||
Item 1. Legal Proceedings | 43 | |||
Item 1A. Risk Factors | 43 | |||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
| |||
Item 3. Defaults Upon Senior Securities | 43 | |||
Item 4. Mine Safety Disclosures | 43 | |||
Item 5. Other Information | 43 | |||
Item 6. Exhibits | 43 | |||
Signatures | 44 | |||
| ||||
Boston Capital Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
September 30, | March 31, | ||
ASSETS | |||
INVESTMENTS IN OPERATING PARTNERSHIPS |
|
| |
OTHER ASSETS | |||
Cash and cash equivalents | 1,407,024 | 1,220,750 | |
Other assets | 106,411 | 106,411 | |
$ 1,513,435 | $ 1,327,161 | ||
LIABILITIES | |||
Accounts payable and accrued expenses | $ 2,500 | $ 9,343 | |
Accounts payable affiliates | 9,217,750 | 9,053,594 | |
Capital contributions payable | 101 | 101 | |
9,220,351 | 9,063,038 | ||
PARTNERS' CAPITAL (DEFICIT) | |||
Assignees | |||
Units of limited partnership |
|
| |
General Partner | (280,471) | (280,543) | |
(7,706,916) | (7,735,877) | ||
$ 1,513,435 | $ 1,327,161 | ||
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
September 30, | March 31, | ||
ASSETS | |||
INVESTMENTS IN OPERATING PARTNERSHIPS |
|
| |
OTHER ASSETS | |||
Cash and cash equivalents | 624,144 | 496,126 | |
Other assets | - | - | |
$ 624,144 | $ 496,126 | ||
LIABILITIES | |||
Accounts payable and accrued expenses | $ 2,500 | $ 6,179 | |
Accounts payable affiliates | 3,277,206 | 3,386,708 | |
Capital contributions payable | - | - | |
3,279,706 | 3,392,887 | ||
PARTNERS' CAPITAL (DEFICIT) | |||
Assignees | |||
Units of limited partnership |
|
| |
General Partner | (83,347) | (83,950) | |
(2,655,562) | (2,896,761) | ||
$ 624,144 | $ 496,126 | ||
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
September 30, | March 31, | ||
ASSETS | |||
INVESTMENTS IN OPERATING PARTNERSHIPS |
|
| |
OTHER ASSETS | |||
Cash and cash equivalents | 400,295 | 398,271 | |
Other assets | - | - | |
$ 400,295 | $ 398,271 | ||
LIABILITIES | |||
Accounts payable and accrued expenses | $ - | $ 2,500 | |
Accounts payable affiliates | 1,868,832 | 1,834,383 | |
Capital contributions payable | - | - | |
1,868,832 | 1,836,883 | ||
PARTNERS' CAPITAL (DEFICIT) | |||
Assignees | |||
Units of limited partnership |
|
| |
General Partner | (54,434) | (54,359) | |
(1,468,537) | (1,438,612) | ||
$ 400,295 | $ 398,271 | ||
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
September 30, | March 31, | ||
ASSETS | |||
INVESTMENTS IN OPERATING PARTNERSHIPS |
|
| |
OTHER ASSETS | |||
Cash and cash equivalents | 382,585 | 326,353 | |
Other assets | 106,411 | 106,411 | |
$ 488,996 | $ 432,764 | ||
LIABILITIES | |||
Accounts payable and accrued expenses | $ - | $ 664 | |
Accounts payable affiliates | 4,071,712 | 3,832,503 | |
Capital contributions payable | 101 | 101 | |
4,071,813 | 3,833,268 | ||
PARTNERS' CAPITAL (DEFICIT) | |||
Assignees | |||
Units of limited partnership |
|
| |
General Partner | (142,690) | (142,234) | |
(3,582,817) | (3,400,504) | ||
$ 488,996 | $ 432,764 | ||
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 September 30,
(Unaudited)
|
| ||
Income | |||
Interest income | $ 607 | $ 1,886 | |
Other income | 21,944 | 19,443 | |
22,551 | 21,329 | ||
Gain on sale of operating |
|
| |
Expenses | |||
Professional fees | 70,429 | 75,533 | |
Fund management fee, net (Note C) | 144,087 | 223,304 | |
General and administrative expenses | 25,101 | 20,394 | |
239,617 | 319,231 | ||
NET INCOME (LOSS) | $ 218,834 | $ (297,902) | |
Net income (loss) allocated to |
|
| |
Net income (loss) allocated to |
|
| |
Net income (loss) per BAC | $ .02 | $ (.03) | |
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 September 30,
(Unaudited)
Series 47
|
| ||
Income | |||
Interest income | $ 265 | $ 648 | |
Other income | 2,901 | 4,996 | |
3,166 | 5,644 | ||
Gain on sale of operating |
|
| |
Expenses | |||
Professional fees | 17,140 | 23,069 | |
Fund management fee, net (Note C) | 26,495 | 60,652 | |
General and administrative expenses | 8,228 | 6,429 | |
51,863 | 90,150 | ||
NET INCOME (LOSS) | $ 291,921 | $ (84,506) | |
Net income (loss) allocated to |
|
| |
Net income (loss) allocated to |
|
| |
Net income (loss) per BAC | $ .08 | $ (.02) | |
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 September 30,
(Unaudited)
Series 48
|
| ||
Income | |||
Interest income | $ 173 | $ 538 | |
Other income | 1,431 | 3,300 | |
1,604 | 3,838 | ||
Gain on sale of operating |
|
| |
Expenses | |||
Professional fees | 15,789 | 21,280 | |
Fund management fee, net (Note C) | 10,260 | 38,835 | |
General and administrative expenses | 7,997 | 5,813 | |
34,046 | 65,928 | ||
NET INCOME (LOSS) | $ (32,442) | $ (62,090) | |
Net income (loss) allocated to |
|
| |
Net income (loss) allocated to |
|
| |
Net income (loss) per BAC | $ (.01) | $ (.03) | |
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 September 30,
(Unaudited)
Series 49
|
| ||
Income | |||
Interest income | $ 169 | $ 700 | |
Other income | 17,612 | 11,147 | |
17,781 | 11,847 | ||
Gain on sale of operating |
|
| |
Expenses | |||
Professional fees | 37,500 | 31,184 | |
Fund management fee, net (Note C) | 107,332 | 123,817 | |
General and administrative expenses | 8,876 | 8,152 | |
153,708 | 163,153 | ||
NET INCOME (LOSS) | $ (40,645) | $ (151,306) | |
Net income (loss) allocated to |
|
| |
Net income (loss) allocated to |
|
| |
Net income (loss) per BAC | $ (.01) | $ (.03) | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
|
| ||
Income | |||
Interest income | $ 2,594 | $ 3,620 | |
Other income | 21,944 | 20,399 | |
24,538 | 24,019 | ||
Gain on sale of operating |
|
| |
Expenses | |||
Professional fees | 94,928 | 75,533 | |
Fund management fee, net (Note C) | 325,827 | 415,059 | |
General and administrative expenses | 44,222 | 38,381 | |
464,977 | 528,973 | ||
NET INCOME (LOSS) | $ 28,961 | $ (504,954) | |
Net income (loss) allocated to |
|
| |
Net income (loss) allocated to |
|
| |
Net income (loss) per BAC | $ .00 | $ (.04) | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
Series 47
|
| ||
Income | |||
Interest income | $ 861 | $ 1,241 | |
Other income | 2,901 | 5,346 | |
3,762 | 6,587 | ||
Gain on sale of operating |
|
| |
Expenses | |||
Professional fees | 24,735 | 23,069 | |
Fund management fee, net (Note C) | 63,926 | 113,352 | |
General and administrative expenses | 14,520 | 12,133 | |
103,181 | 148,554 | ||
NET INCOME (LOSS) | $ 241,199 | $ (141,967) | |
Net income (loss) allocated to |
|
| |
Net income (loss) allocated to |
|
| |
Net income (loss) per BAC | $ .07 | $ (.04) | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
Series 48
|
| ||
Income | |||
Interest income | $ 960 | $ 1,043 | |
Other income | 1,431 | 3,650 | |
2,391 | 4,693 | ||
Gain on sale of operating |
|
| |
Expenses | |||
Professional fees | 22,814 | 21,280 | |
Fund management fee, net (Note C) | 29,499 | 69,851 | |
General and administrative expenses | 13,503 | 10,727 | |
65,816 | 101,858 | ||
NET INCOME (LOSS) | $ (29,925) | $ (97,165) | |
Net income (loss) allocated to |
|
| |
Net income (loss) allocated to |
|
| |
Net income (loss) per BAC | $ (.01) | $ (.04) | |
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Six Months Ended September 30,
(Unaudited)
Series 49
|
| ||
Income | |||
Interest income | $ 773 | $ 1,336 | |
Other income | 17,612 | 11,403 | |
18,385 | 12,739 | ||
Gain on sale of operating |
|
| |
Expenses | |||
Professional fees | 47,379 | 31,184 | |
Fund management fee, net (Note C) | 232,402 | 231,856 | |
General and administrative expenses | 16,199 | 15,521 | |
295,980 | 278,561 | ||
NET INCOME (LOSS) | $ (182,313) | $ (265,822) | |
Net income (loss) allocated to |
|
| |
Net income (loss) allocated to |
|
| |
Net income (loss) per BAC | $ (.03) | $ (.04) | |
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)
Six Months Ended September 30, 2020 and 2019
(Unaudited)
|
|
| |
Partners' capital |
|
|
|
Net income (loss) | (189,398) | (475) | (189,873) |
Partners' capital |
|
|
|
Net income (loss) | 218,287 | 547 | 218,834 |
Partners' capital |
|
|
|
|
|
| |
Partners' capital |
|
|
|
Net loss | (206,534) | (518) | (207,052) |
Partners' capital |
|
|
|
Net loss | (297,157) | (745) | (297,902) |
Partners' capital |
|
|
|
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)
Six Months Ended September 30, 2020 and 2019
(Unaudited)
| General |
| |
Series 47 | |||
Partners' capital |
|
|
|
Net income (loss) | (50,595) | (127) | (50,722) |
Partners' capital |
|
|
|
Net income (loss) | 291,191 | 730 | 291,921 |
Partners' capital |
|
|
|
| General |
| |
Series 47 | |||
Partners' capital |
|
|
|
Net loss | (57,317) | (144) | (57,461) |
Partners' capital |
|
|
|
Net loss | (84,295) | (211) | (84,506) |
Partners' capital |
|
|
|
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)
Six Months Ended September 30, 2020 and 2019
(Unaudited)
| |||
| General |
| |
Series 48 | |||
Partners' capital |
|
|
|
Net income (loss) | 2,511 | 6 | 2,517 |
Partners' capital |
|
|
|
Net income (loss) | (32,361) | (81) | (32,442) |
Partners' capital |
|
|
|
| General |
| |
Series 48 | |||
Partners' capital |
|
|
|
Net loss | (34,987) | (88) | (35,075) |
Partners' capital |
|
|
|
Net loss | (61,935) | (155) | (62,090) |
Partners' capital |
|
|
|
|
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)
Six Months Ended September 30, 2020 and 2019
(Unaudited)
| |||
| General |
| |
Series 49 | |||
Partners' capital |
|
|
|
Net income (loss) | (141,314) | (354) | (141,668) |
Partners' capital |
|
|
|
Net income (loss) | (40,543) | (102) | (40,645) |
Partners' capital |
|
|
|
| General |
| |
Series 49 | |||
Partners' capital |
|
|
|
Net loss | (114,230) | (286) | (114,516) |
Partners' capital |
|
|
|
Net loss | (150,927) | (379) | (151,306) |
Partners' capital |
|
|
|
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
2020 | 2019 | ||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ 28,961 | $ (504,954) | |||||
Adjustments to reconcile net income | |||||||
Gain on sale of operating |
|
| |||||
Changes in assets and liabilities | |||||||
Increase (Decrease) in accounts |
|
| |||||
Increase (Decrease) in accounts |
|
| |||||
Net cash used in operating activities |
|
| |||||
Cash flows from investing activities: | |||||||
Proceeds from the disposition of |
|
| |||||
Net cash provided by |
|
| |||||
INCREASE (DECREASE) IN CASH AND |
|
| |||||
Cash and cash equivalents, beginning | 1,220,750 | 707,501 | |||||
Cash and cash equivalents, ending | $ 1,407,024 | $ 661,073 | |||||
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 47
2020 | 2019 | ||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ 241,199 | $ (141,967) | |||||
Adjustments to reconcile net income | |||||||
Gain on sale of operating |
|
| |||||
Changes in assets and liabilities | |||||||
Increase (Decrease) in accounts |
|
| |||||
Increase (Decrease) in accounts |
|
| |||||
Net cash used in operating activities |
|
| |||||
Cash flows from investing activities: | |||||||
Proceeds from the disposition of |
|
| |||||
Net cash provided by |
|
| |||||
INCREASE (DECREASE) IN CASH AND |
|
| |||||
Cash and cash equivalents, beginning | 496,126 | 243,174 | |||||
Cash and cash equivalents, ending | $ 624,144 | $ 226,511 | |||||
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 48
2020 | 2019 | ||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ (29,925) | $ (97,165) | |||||
Adjustments to reconcile net income | |||||||
Gain on sale of operating |
|
| |||||
Changes in assets and liabilities | |||||||
Increase (Decrease) in accounts |
|
| |||||
Increase (Decrease) in accounts |
|
| |||||
Net cash used in operating activities |
|
| |||||
Cash flows from investing activities: | |||||||
Proceeds from the disposition of |
|
| |||||
Net cash provided by |
|
| |||||
INCREASE (DECREASE) IN CASH AND |
|
| |||||
Cash and cash equivalents, beginning | 398,271 | 209,712 | |||||
Cash and cash equivalents, ending | $ 400,295 | $ 190,217 | |||||
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
(Unaudited)
Series 49
2020 | 2019 | ||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ (182,313) | $ (265,822) | |||||
Adjustments to reconcile net income | |||||||
Gain on sale of operating |
|
| |||||
Changes in assets and liabilities | |||||||
Increase (Decrease) in accounts |
|
| |||||
Increase (Decrease) in accounts |
|
| |||||
Net cash used in operating activities |
|
| |||||
Cash flows from investing activities: | |||||||
Proceeds from the disposition of |
|
| |||||
Net cash provided by |
|
| |||||
INCREASE (DECREASE) IN CASH AND |
|
| |||||
Cash and cash equivalents, beginning | 326,353 | 254,615 | |||||
Cash and cash equivalents, ending | $ 382,585 | $ 244,345 | |||||
The accompanying notes are an integral part of these condensed statements
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2020
(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 September 30, 2020, 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 September 30, 2020:
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
September 30, 2020
(Unaudited)
NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements herein as of September 30, 2020 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 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 for the fiscal year ended March 31, 2020.
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
September 30, 2020
(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 September 30, 2020 and 2019 are as follows:
2020 | 2019 | |
Series 47 | $ 31,745 | $ 62,652 |
Series 48 | 15,210 | 38,835 |
Series 49 | 123,408 | 127,776 |
Total | $170,363 | $229,263 |
The fund management fees paid for the quarters ended September 30, 2020 and 2019 are as follows:
2020 | 2019 | |
Series 47 | $ - | $ - |
Series 48 | - | - |
Series 49 | - | - |
Total | $ - | $ - |
The fund management fees paid for the six months ended September 30, 2020 and 2019 are as follows:
2020 | 2019 | |
Series 47 | $178,678 | $ - |
Series 48 | - | - |
Series 49 | 9,269 | - |
Total | $187,947 | $ - |
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
September 30, 2020
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS
At September 30, 2020 and 2019, the Fund had limited partnership interests in 29 and 45 Operating Partnerships, respectively, which own or are constructing apartment complexes. The breakdown of Operating Partnerships within the Fund at September 30, 2020 and 2019 is as follows:
2020 | 2019 | |
Series 47 | 5 | 12 |
Series 48 | 3 | 9 |
Series 49 | 21 | 24 |
Total | 29 | 45 |
Under the terms of the Partnership's investment in each Operating Partnership, the Fund was required to make capital contributions to the Operating Partnerships. These contributions were payable in installments over several years upon each Operating Partnership achieving specified levels of construction and/or operations.
During the six months ended September 30, 2020, the Fund disposed of four Operating Partnership. A summary of the dispositions by Series for the period ended September 30, 2020 is as follows:
Operating Partnership Interest Transferred | Sale of Underlying Operating Partnership | Partnership Proceeds from Disposition | Gain/(Loss) on Disposition | ||||||
Series 47 | 2 | - | $ | 340,618 | $ | 340,618 | |||
Series 48 | 1 | - | 33,500 | 33,500 | |||||
Series 49 | 1 | - | 95,282 | 95,282 | |||||
Total | 4 | - | $ | 469,400 | $ | 469,400 | |||
During the six months ended September 30, 2019, no Operating Partnerships were disposed.
The gain (loss) described above is for financial statement purposes only. There are significant differences between the equity method of accounting and the tax reporting of income and losses from Operating Partnership investments. The largest difference is the ability, for tax purposes, to deduct losses in excess of the Partnership's investment in the Operating Partnership. As a result, the amount of gain recognized for tax purposes may be significantly higher than the gain recorded in the financial statements.
The 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 six months ended June 30, 2020.
Boston Capital Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
September 30, 2020
(Unaudited)
NOTE D - INVESTMENT IN OPERATING PARTNERSHIPS - (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)
Total
2020 | 2019 | ||
Revenues | |||
Rental | $ 6,923,291 | $ 9,408,298 | |
Interest and other | 284,471 | 185,826 | |
7,207,762 | 9,594,124 | ||
Expenses | |||
Interest | 881,804 | 1,334,866 | |
Depreciation and amortization | 1,741,303 | 2,441,172 | |
Operating expenses | 4,985,949 | 6,925,386 | |
7,609,056 | 10,701,424 | ||
NET LOSS | $ (401,294) | $(1,107,300) | |
Net loss allocated to Boston Capital Tax Credit Fund V L.P. |
|
| |
Net loss allocated to other Partners | $ (4,013) | $ (11,074) | |
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
September 30, 2020
(Unaudited)
NOTE D - INVESTMENT IN OPERATING PARTNERSHIPS - (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)
Series 47
2020 | 2019 | ||
Revenues | |||
Rental | $ 1,274,188 | $ 2,874,398 | |
Interest and other | 89,132 | 41,904 | |
1,363,320 | 2,916,302 | ||
Expenses | |||
Interest | 142,160 | 390,605 | |
Depreciation and amortization | 278,913 | 624,693 | |
Operating expenses | 943,156 | 2,183,970 | |
1,364,229 | 3,199,268 | ||
NET LOSS | $ (909) | $ (282,966) | |
Net loss allocated to Boston Capital Tax Credit Fund V L.P. |
|
| |
Net loss allocated to other Partners | $ (9) | $ (2,830) | |
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
September 30, 2020
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)
Series 48
2020 | 2019 | ||
Revenues | |||
Rental | $ 749,198 | $ 1,564,155 | |
Interest and other | 12,488 | 26,950 | |
761,686 | 1,591,105 | ||
Expenses | |||
Interest | 76,783 | 200,584 | |
Depreciation and amortization | 150,415 | 400,284 | |
Operating expenses | 534,795 | 1,173,608 | |
761,993 | 1,774,476 | ||
NET LOSS | $ (307) | $ (183,371) | |
Net loss allocated to Boston Capital Tax Credit Fund V L.P. |
|
| |
Net loss allocated to other Partners | $ (3) | $ (1,834) | |
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
September 30, 2020
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)
Series 49
2020 | 2019 | ||
Revenues | |||
Rental | $ 4,899,905 | $ 4,969,745 | |
Interest and other | 182,851 | 116,972 | |
5,082,756 | 5,086,717 | ||
Expenses | |||
Interest | 662,861 | 743,677 | |
Depreciation and amortization | 1,311,975 | 1,416,195 | |
Operating expenses | 3,507,998 | 3,567,808 | |
5,482,834 | 5,727,680 | ||
NET LOSS | $ (400,078) | $ (640,963) | |
Net loss allocated to Boston Capital Tax Credit Fund V L.P. |
|
| |
Net loss allocated to other Partners | $ (4,001) | $ (6,410) | |
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
September 30, 2020
(Unaudited)
NOTE E - TAXABLE LOSS
The Fund's taxable loss 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. Income tax returns filed by the Fund are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2016 remain open.
NOTE G - CONTINGENCY
The spread of a novel strain of coronavirus (COVID-19) has caused significant business disruptions in the United States beginning February 2020. The economic impact of the business disruptions caused by COVID-19 is uncertain. The extent of any effects these disruptions may have on the operations and financial performance of the Partnership will depend on future developments, including possible impacts on the operations of the underlying real estate of its investments, which cannot be determined.
NOTE H - SUBSEQUENT EVENTS
Events that occur after the balance sheet date but before the financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events, which provide evidence about conditions that existed after the balance sheet date, require disclosure in the accompanying notes. Management evaluated the activity of the Fund through the date the financial statements were issued, and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.
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, 2020. 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.
On September 11, 2020, Boston Capital Corporation ("BCC"), Boston Capital Companion Limited Partnership ("Companion"), an affiliate of BCC, and certain other affiliates of BCC entered into a definitive agreement with Boston Financial Investment Management, L.P. ("BFIM") and BFBC Holdings GP, LLC, an affiliate of BFIM (together with BFIM, the "BFIM Parties") pursuant to which the BFIM Parties have agreed to acquire 100% of the partnership interests in Companion. Under the terms of the agreement, the BFIM Parties will, through the acquisition of Companion, acquire, among other things, 100% of the membership interests in Boston Capital Associates V L.L.C., the general partner of the Fund, and 100% of the issued and outstanding common stock of BCTC V Assignor Corp., the assignor limited partner of the Fund. Subject to receipt of regulatory approvals and satisfaction of other customary closing conditions, the transaction is expected to close in the fourth quarter of 2020.
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 September 30, 2020 were $170,363 and total fund management fees accrued as of September 30, 2020 were $9,217,750. During the quarter ended September 30, 2020, 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 September 30, 2020.
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. Series 47 has since sold its interest in 10 of the Operating Partnerships and 5 remain.
During the quarter ended September 30, 2020, Series 47 did not record any releases of capital contributions. Series 47 has released all payments of its capital contributions to the Operating Partnerships.
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. Series 48 has since sold its interest in 8 of the Operating Partnerships and 3 remain.
During the quarter ended September 30, 2020, Series 48 did not record any releases of capital contributions. Series 48 has released all payments of its capital contributions to the Operating Partnerships.
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. Series 49 has since sold its interest in 3 of the Operating Partnerships and 21 remain.
During the quarter ended September 30, 2020, Series 49 did not record any releases of capital contributions. Series 49 has outstanding contributions payable to 1 Operating Partnership in the amount of $101, as of September 30, 2020. The remaining contributions will be released when the Operating Partnership have achieved the conditions set forth in their partnership agreement.
Results of Operations
As of September 30, 2020, the Fund held limited partnership interests in 29 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 six months ended September 30, 2020 are as follows:
3 Months |
| 3 Months | |
Series 47 | $ 31,745 | $ 5,250 | $ 26,495 |
Series 48 | 15,210 | 4,950 | 10,260 |
Series 49 | 123,408 | 16,076 | 107,332 |
$170,363 | $26,276 | $144,087 |
6 Months |
| 6 Months | |
Series 47 | $ 69,176 | $ 5,250 | $ 63,926 |
Series 48 | 34,449 | 4,950 | 29,499 |
Series 49 | 248,478 | 16,076 | 232,402 |
$352,103 | $26,276 | $325,827 |
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, 2020 and 2019, the average Qualified Occupancy was 100%. The series had a total of 5 properties at September 30, 2020, all of which were at 100% Qualified Occupancy.
For the six month periods ended September 30, 2020 and 2019, Series 47 reflects a net loss from Operating Partnerships of $(909) and $(282,966), respectively, which includes depreciation and amortization of $278,913 and $624,693, respectively. This is an interim period estimate; it is not indicative of the final year-end results.
In January 2019, the operating general partner of The Masters Apartments, Limited Partnership entered into an agreement to sell the property to a non-affiliated entity and the transaction closed on November 15, 2019. The sales price of the property was $7,600,000, which included the outstanding mortgage balance of approximately $6,580,000. In addition, to cash proceeds from the sale, the operating/cash reserves/escrows of $182,922 were distributed after the sale, with cash proceeds to the investment partnerships of $33,766 and $33,766 for Series 47 and Series 48, respectively. Of the total proceeds received by the investment partnerships, $3,250 and $3,250 for Series 47 and Series 48, respectively, was paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $30,516 and $30,516 for Series 47 and Series 48, respectively, will be returned to cash reserves. A gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $30,516, and $30,516 for Series 47 and Series 48, respectively, as of December 31, 2019. In January 2020, the investment partnership received its share of the final reconciliation of the Operating Partnership's cash in the amount of $16,230 and $16,230 for Series 47 and Series 48, respectively, which was returned to the cash reserves.
In March 2020, the investment general partner transferred it interest in Coleman Fountainhead Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $303,800 and cash proceeds to the investment partnerships of $20,913 and $687 for Series 47 and Series 48, respectively. Of the total proceeds received, $2,421 and $79 for Series 47 and Series 48, respectively, was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $18,492 and $608 for Series 47 and Series 48, respectively, were returned to cash reserves. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $18,492, and $608 for Series 47 and Series 48, respectively, as of March 31, 2020.
In September 2019, the operating general partner of Countrybrook Champaign Limited Partnership entered into an agreement to sell the property to a non-affiliated entity and the transaction closed on February 28, 2020. The sales price of the property was $7,650,000, which included the outstanding mortgage balance of approximately $5,503,217. In addition, to cash proceeds from the sale, the operating/cash reserves/escrows of $343,627 were distributed after the sale. Cash proceeds from the sale and the return to Series 47 and Series 49's share of the reserves/escrow results in a total cash payment of the investment partnership of $184,857 and $9,590 for Series 47 and Series 49, respectively. Of the total proceeds received by the investment partnerships, $6,179 and $321 for Series 47 and Series 49, respectively, was paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $178,678 and $9,269 for Series 47 and Series 49, respectively, will be returned to cash reserves. A gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $178,678, and $9,269 for Series 47 and Series 49, respectively, as of March 31, 2020.
In March 2020, the investment general partner transferred its interest in Hillsboro Fountainhead, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,300,646 and cash proceeds to the investment partnership of $43,200. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $40,700 were returned to cash reserves held by Series 47. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $40,700 as of March 31, 2020.
In March 2020, the investment general partner transferred its interest in Park Plaza Village Limited Partnership to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $706,605 and cash proceeds to the investment partnership of $14,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $11,500 were returned to cash reserves held by Series 47. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $11,500 as of March 31, 2020.
In July 2020, the investment general partners transferred their respective interests in Marble Falls Vistas Apartments, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $5,236,379 and cash proceeds to the investment partnerships of $332,681 and $97,319 for Series 47 and Series 49, respectively. Of the total proceeds received, $6,963 and $2,037 for Series 47 and Series 49, respectively, was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $325,718 and $95,282 were returned to cash reserves held by Series 47 and Series 49, respectively. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $325,718 and $95,282 for Series 47 and Series 49, respectively as of September 30, 2020.
In September 2020, the investment general partner transferred its interest Marion Apartments - Osceola Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,228,329 and cash proceeds to the investment partnership of $17,400 Of the total proceeds received, $2,500 will be paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $14,900 were returned to cash reserves held by Series 47. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $14,900 as of September 30, 2020.
Series 48
As of September 30, 2020 and 2019, the average Qualified Occupancy was 100%. The series had a total of 3 properties at September 30, 2020, all of which were at 100% Qualified Occupancy.
For the six month periods ended September 30, 2020 and 2019, Series 48 reflects a net loss from Operating Partnerships of $(307) and $(183,371), respectively, which includes depreciation and amortization of $150,415 and $400,284, respectively. This is an interim period estimate; it is not indicative of the final year-end results.
In October 2019, the investment general partner transferred its interest in Wyndham-Emporia Partners, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $782,095 and cash proceeds to the investment partnership of $140,000. Of the total proceeds received, $22,400 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,000 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $110,600 were returned to cash reserves held by Series 48. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $110,600 as of December 31, 2019.
In January 2019, the operating general partner of The Masters Apartments, Limited Partnership entered into an agreement to sell the property to a non-affiliated entity and the transaction closed on November 15, 2019. The sales price of the property was $7,600,000, which included the outstanding mortgage balance of approximately $6,580,000. In addition, to cash proceeds from the sale, the operating/cash reserves/escrows of $182,922 were distributed after the sale, with cash proceeds to the investment partnerships of $33,766 and $33,766 for Series 47 and Series 48, respectively. Of the total proceeds received by the investment partnerships, $3,250 and $3,250 for Series 47 and Series 48, respectively, was paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $30,516 and $30,516 for Series 47 and Series 48, respectively, will be returned to cash reserves. A gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $30,516, and $30,516 for Series 47 and Series 48, respectively, as of December 31, 2019. In January 2020, the investment partnership received its share of the final reconciliation of the Operating Partnership's cash in the amount of $16,230 and $16,230 for Series 47 and Series 48, respectively, which was returned to the cash reserves.
In March 2020, the investment general partner transferred their interests in Coleman Fountainhead Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $303,800 and cash proceeds to the investment partnerships of $20,913 and $687 for Series 47 and Series 48, respectively. Of the total proceeds received, $2,421 and $79 for Series 47 and Series 48, respectively, was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $18,492 and $608 for Series 47 and Series 48, respectively, were returned to cash reserves. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $18,492, and $608 for Series 47 and Series 48, respectively, as of March 31, 2020.
In March 2020, the investment general partner transferred its interest in Colusa Avenue Apartments, A CA Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,597,211 and cash proceeds to the investment partnership of $28,500. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $26,000 were returned to cash reserves held by Series 48. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $26,000 as of March 31, 2020.
In March 2020, the investment general partner transferred its interest in Starlite Village, Limited to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,149,027 and cash proceeds to the investment partnership of $150,000. Of the total proceeds received, $6,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $143,500 were returned to cash reserves held by Series 48. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $143,500 as of March 31, 2020.
In June 2020, the investment general partner transferred its interest in P.D.C. Sixty Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,231,053 and cash proceeds to the investment partnership of $40,000. Of the total proceeds received, $6,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $33,500 were returned to cash reserves held by Series 48. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $33,500 as of June 30, 2020.
Series 49
As of September 30, 2020 and 2019, the average Qualified Occupancy was 100%. The series had a total of 21 properties at September 30, 2020, all of which were at 100% Qualified Occupancy.
For the six month periods ended September 30, 2020 and 2019, Series 49 reflects a net loss from Operating Partnerships of $(400,078) and $(640,963), respectively, which includes depreciation and amortization of $1,311,975 and $1,416,195, respectively. This is an interim period estimate; it is not indicative of the final year-end results.
In September 2019, the operating general partner of Countrybrook Champaign Limited Partnership entered into an agreement to sell the property to a non-affiliated entity and the transaction closed on February 28, 2020. The sales price of the property was $7,650,000, which included the outstanding mortgage balance of approximately $5,503,217. In addition, to cash proceeds from the sale, the operating/cash reserves/escrows of $343,627 were distributed after the sale. Cash proceeds from the sale and the return to Series 47 and Series 49's share of the reserves/escrow results in a total cash payment of the investment partnership of $184,857 and $9,590 for Series 47 and Series 49, respectively. Of the total proceeds received by the investment partnerships, $6,179 and $321 for Series 47 and Series 49, respectively, was paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $178,678 and $9,269 for Series 47 and Series 49, respectively, will be returned to cash reserves. A gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $178,678, and $9,269 for Series 47 and Series 49, respectively, as of March 31, 2020.
In March 2020, the investment general partner transferred its interest in Meadow Glen Apartments, Limited Partnership to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,183,717 and cash proceeds to the investment partnership of $20,000. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $17,500 were returned to cash reserves held by Series 49. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $17,500 as of March 31, 2020.
In July 2020, the investment general partners transferred their respective interests in Marble Falls Vistas Apartments, Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $5,236,379 and cash proceeds to the investment partnerships of $332,681 and $97,319 for Series 47 and Series 49, respectively. Of the total proceeds received, $6,963 and $2,037 for Series 47 and Series 49, respectively, was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $325,718 and $95,282 were returned to cash reserves held by Series 47 and Series 49, respectively. A gain on the transfer of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $325,718 and $95,282 for Series 47 and Series 49, respectively as of September 30, 2020.
Rosewood Place, L.L.C. (Rosewood Senior) is a 144-unit apartment development for seniors located in Lenexa, Kansas. The property operated above breakeven during 2016-2018. The investment general partner continues to monitor the personal Chapter 7 bankruptcy of the principal of the operating general partner and receives verbal updates from the bankruptcy trustee on the status and progress on the liquidation of the operating general partner's personal assets, including the eventual sale of his operating general partner interest in the subject Operating Partnership. Although the operating general partner's operating deficit guarantee has not expired, it has no ability to honor this guarantee due to aforementioned personal bankruptcy filing by its principal. The 15-year low income tax credit compliance period with respect to Rosewood Place, L.L.C. expires on December 31, 2021.
Linden-Bartlesville Partners, L.P. (The Linden's Apartments) is a 54-unit family property located in Bartlesville, OK. Operations have been consistently below breakeven since the fourth quarter of 2014 due to low occupancy levels and the inability to increase rents due to competition in the market. The investment limited partner will continue to work with the operating general partner and the management company to monitor and improve operations. The operating general partner's obligation to fund deficits under the operating deficit guaranty expired; however, the operating general partner continues to fund deficits and confirmed its commitment to continue doing so. Occupancy at September 30, 2020, was 91% after averaging 86% in 2019. Operations are above breakeven primarily due to three months of mortgage forbearance. The 15-year low income housing tax credit compliance period with respect to Linden-Bartlesville Partners, L.P. expires on December 31, 2020.
Linden-Shawnee Partners, L.P. (The Linden's Apartments) is a 54-unit family property located in Shawnee, OK. Operations were below breakeven in 2019 due to low occupancy and elevated operating expenses. Occupancy as of September 30, 2020 was 92%. The investment limited partner will continue to work with the operating general partner and the management company to improve operations. The operating general partner is under an operating deficit guarantee through the end of compliance. The 15-year low income housing tax credit compliance period with respect to Linden-Shawnee Partners, L.P. expires on December 31, 2020.
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, 2020 and 2019. 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 Pronouncements
In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), as amended by subsequent Accounting Standard Updates (collectively, "ASC 606"). The Partnership adopted ASC 606 during 2019 and applied the guidance on a retrospective basis. There was no impact as a result of the adoption of ASC 606 to recognize revenue on the financial statements of the Partnership.
In August 2016, the FASB issued Accounting Standards Update 2016-15 Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. The Partnership adopted the update on a retrospective basis. The effect of the adoption was the application of an accounting policy election to classify distributions received from investees using the nature of the distribution approach. The Partnership classifies distributions from tax credit investments as returns on investment because the design of the project entity is to generate tax credits and losses rather than income from operations. Application of the accounting policy election had no impact on the presentation in the statement of cash flows.
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | ||
Not Applicable
| |||
Item 4 | Controls and 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 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 | ||
There were no changes in the Fund's or any Series' internal control over financial reporting that occurred during the quarter ended September 30, 2020 that materially affected, or are reasonably likely to materially affect, the Fund's or any Series' internal control over financial reporting. | |||
(c) | Certifications | ||
The Certifications of the Principal Executive Officer and Principal Financial Officer of the Fund required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, which are filed or furnished as Exhibits 31.a, 31.b, 32.a and 32.b to this Quarterly Report on Form 10-Q, are applicable to each Series individually and the Fund as a whole. | |||
PART II - OTHER INFORMATION
Item 1. | Legal Proceedings | ||
None | |||
Item 1A. | Risk Factors | ||
There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in our Form 10-K for the fiscal year ended March 31, 2020. | |||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||
None | |||
Item 3. | Defaults upon Senior Securities | ||
None | |||
Item 4. | Mine Safety Disclosures | ||
Not Applicable | |||
Item 5. | Other Information | ||
None | |||
Item 6. | Exhibits | ||
(a)Exhibits | |||
31.a Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herewith
| |||
|
| ||
|
| 31.b Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herewith
| |
|
| ||
|
| 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
| |
|
|
| |
|
| 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 | |
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 September 30, 2020 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, 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 12, 2020 | 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 12, 2020 | /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. |
November 12, 2020 | /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. |
