August 14, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Boston Financial Qualified Housing Tax Credits L.P. V
Report on Form 10-QSB for the Quarter Ended June 30, 2003
File Number 0-19706
Dear Sir/Madam:
Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of
1934, filed herewith one copy of subject report.
Very truly yours,
/s/Stephen Guilmette
Stephen Guilmette
Assistant Controller
QH5-Q1.DOC
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-19706
Boston Financial Qualified Housing Tax Credits L.P. V
(Exact name of registrant as specified in its charter)
Massachusetts 04-3054464
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Arch Street, Boston, MA 02110-1106
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-3911
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No .
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Balance Sheet (Unaudited) - June 30, 2003 1
Statements of Operations (Unaudited) - For the Three
Months Ended June 30, 2003 and 2002 2
Statement of Changes in Partners' Equity (Deficiency)
(Unaudited) - For the Three Months Ended June 30,
2003 3
Statements of Cash Flows (Unaudited) - For the Three
Months Ended June 30, 2003 and 2002 4
Notes to the Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3. Controls and Procedures 11
PART II - OTHER INFORMATION
Items 1-6 12
SIGNATURE 13
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
BALANCE SHEET
June 30, 2003
(Unaudited)
Assets
Cash and cash equivalents $ 2,566,057
Restricted cash 102,117
Marketable securities, at fair value 773,825
Investments in Local Limited Partnerships (Note 1) 10,872,284
Other assets 13,399
Total Assets $ 14,327,682
Liabilities and Partners' Equity
Due to affiliate $ 17,282
Accrued expenses 28,737
Deferred revenue 102,117
Total Liabilities 148,136
General, Initial and Investor Limited Partners' Equity 14,184,458
Net unrealized losses on marketable securities (4,912)
Total Partners' Equity 14,179,546
Total Liabilities and Partners' Equity $ 14,327,682
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2003 and 2002
(Unaudited)
2003 2002
Revenue:
Investment $ 18,332 $ 29,589
Other 98,334 101,550
Total Revenue 116,666 131,139
Expenses:
Asset management fees, affiliate 67,179 65,605
Provision for valuation of advances to
Local Limited Partnerships 59,952 21,360
General and administrative
(includes reimbursements to an affiliate
of $50,155 and $105,612 in 2003 and
2002, respectively) 76,950 132,381
Amortization 4,833 5,586
Total Expenses 208,914 224,932
Loss before equity in losses of Local Limited Partnerships (92,248) (93,793)
Equity in losses of Local Limited Partnerships (275,379) (452,881)
Net Loss $ (367,627) $ (546,674)
Net Loss allocated:
General Partners $ (3,676) $ (5,467)
Limited Partners (363,951) (541,207)
$ (367,627) $ (546,674)
Net Loss per Limited Partner Unit (68,929 Units) $ (5.28) $ (7.85)
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
For the Three Months Ended June 30, 2003
(Unaudited)
Net
Initial Investor Unrealized
General Limited Limited Gains
Partners Partner Partners (Losses) Total
Balance at March 31, 2003 $ (446,586) $ 5,000 $ 14,993,671 $ 3,055 $ 14,555,140
Comprehensive Loss:
Change in net unrealized gains
on marketable securities
available for sale - - - (7,967) (7,967)
Net Loss (3,676) - (363,951) - (367,627)
Comprehensive Loss (3,676) - (363,951) (7,967) (375,594)
Balance at June 30, 2003 $ (450,262) $ 5,000 $ 14,629,720 $ (4,912) $ 14,179,546
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
For the Three Months Ended June 30, 2003 and 2002
(Unaudited)
2003 2002
Net cash used for operating activities $ (276,385) $ (230,355)
Net cash provided by investing activities 186,604 506,380
Net increase (decrease) in cash and cash equivalents (89,781) 276,025
Cash and cash equivalents, beginning 2,655,838 1,123,750
Cash and cash equivalents, ending $ 2,566,057 $ 1,399,775
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
Notes to the Financial Statements
(Unaudited)
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-QSB and do not include all of the
information and note disclosures required by accounting principles generally
accepted in the United States of America. These statements should be read in
conjunction with the financial statements and notes thereto included with the
Partnership's Form 10-KSB for the year ended March 31, 2003. In the opinion of
the Managing General Partner, these financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the Partnership's financial position and results of operations.
The results of operations for the periods may not be indicative of the results
to be expected for the year.
The Managing General Partner of the Partnerships has elected to report results
of the Local Limited Partnerships in which the Partnership has a limited
partnership interest on a 90 day lag basis because the Local Limited
Partnerships report their results on a calendar year basis. Accordingly, the
financial information of the Local Limited Partnerships included in the
accompanying financial statements is as of March 31, 2003 and 2002.
1. Investments in Local Limited Partnerships
The Partnership has limited partnership interests in twenty-six Local Limited
Partnerships which were organized for the purpose of owning and operating
multi-family housing complexes, most of which are government-assisted. Upon
dissolution of the Local Limited Partnerships, proceeds will be distributed
according to the respective Local Limited Partnership agreements.
The following is a summary of investments in Local Limited Partnerships at June
30, 2003:
Capital contributions and advances paid to Local Limited Partnerships and
purchase price paid to withdrawing partners of Local Limited Partnerships $ 55,718,540
Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
unrecognized losses of $7,864,505) (40,859,981)
Cumulative cash distributions received from Local Limited Partnerships (3,626,410)
Investments in Local Limited Partnerships before adjustments 11,232,149
Excess of investment cost over the underlying net assets acquired:
Acquisition fees and expenses 1,006,357
Cumulative amortization of acquisition fees and expenses (298,627)
Investments in Local Limited Partnerships before reserve for valuation 11,939,879
Reserve for valuation of investments in Local Limited Partnerships (1,067,595)
Investments in Local Limited Partnerships $ 10,872,284
For the three months ended June 30, 2003, the Partnership advanced $59,952 to
one of the Local Limited Partnerships, all of which was reserved. The
Partnership has recorded a reserve for valuation for its investments in certain
Local Limited Partnerships in order to appropriately reflect the estimated net
realizable value of these investments.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
Notes to the Financial Statements (continued)
(Unaudited)
1. Investments in Local Limited Partnerships (continued)
The Partnership's share of the net losses of the Local Limited Partnerships for
the three months ended June 30, 2003 is $790,131. For the three months ended
June 30, 2003, the Partnership has not recognized $514,752 of equity in losses
relating to Local Limited Partnerships where cumulative equity in losses and
distributions exceeded its total investment in these Local Limited Partnerships.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain matters discussed herein constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The
Partnership intends such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements and is including this statement
for purposes of complying with these safe harbor provisions. Although the
Partnership believes the forward-looking statements are based on reasonable
assumptions, the Partnership can give no assurance that its expectations will be
attained. Actual results and timing of certain events could differ materially
from those projected in or contemplated by the forward-looking statements due to
a number of factors, including, without limitation, general economic and real
estate conditions and interest rates.
Accounting Polices
The Partnership's accounting policies include those that relate to its
recognition of investments in Local Limited Partnerships using the equity method
of accounting. The Partnership's policy is as follows:
The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting because the Partnership does not have control
over the major operating and financial policies of the Local Limited
Partnerships in which it invests.
Under the equity method, the investment is carried at cost, adjusted for the
Partnership's share of net income or loss and for cash distributions from the
Local Limited Partnerships; equity in income or loss of the Local Limited
Partnerships is included currently in the Partnership's operations. Under the
equity method, a Local Limited Partnership investment will not be carried below
zero. To the extent that equity in losses are incurred when the Partnership's
carrying value of the respective Local Limited Partnership has been reduced to a
zero balance, the losses will be suspended and offset against future income.
Income from Partnership investments where cumulative equity in losses plus
cumulative distributions have exceeded the total investment in Local Limited
Partnerships will not be recorded until all of the related unrecorded losses
have been offset. To the extent that a Local Limited Partnership with a carrying
value of zero distributes cash to the Partnership, that distribution is recorded
as income on the books of the Partnership and is included in "Other Revenue" in
the accompanying financial statements.
The Partnership has implemented policies and practices for assessing potential
impairment of its investments in Local Limited Partnerships. Real estate experts
analyze the investments to determine if impairment indicators exist. If so, the
carrying value is compared to the undiscounted future cash flows expected to be
derived from the asset. If a significant impairment in carrying value exits, a
provision to write down the asset to fair value will be recorded in the
Partnership's financial statements.
Liquidity and Capital Resources
At June 30, 2003, the Partnership had cash and cash equivalents of $2,566,057,
compared with $2,655,838 at March 31, 2003. The decrease is primarily
attributable to net cash used for operations, partially offset by proceeds from
sales and maturities of marketable securities and cash distributions received
from Local Limited Partnerships.
The Managing General Partner initially designated 4% of the Gross Proceeds as
Reserves as defined in the Partnership Agreement. The Reserves were established
to be used for working capital of the Partnership and contingencies related to
the ownership of Local Limited Partnership interests. The Managing General
Partner may increase or decrease such Reserves from time to time, as it deems
appropriate. At June 30, 2003, approximately $2,138,000 of cash, cash
equivalents and marketable securities has been designated as Reserves.
To date, professional fees relating to various Property issues totaling
approximately $211,000 have been paid from Reserves. To date, Reserve funds in
the amount of approximately $128,000 also have been used to make additional
capital contributions to one Local Limited Partnership. In the event a Local
Limited Partnership encounters
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Liquidity and Capital Resources (continued)
operating difficulties requiring additional funds, the Partnership's management
might deem it in its best interest to voluntarily provide such funds in order to
protect its investment. As of June 30, 2003, the Partnership has advanced
approximately $281,000 to Local Limited Partnerships to fund operating deficits.
The Managing General Partner believes that the investment income earned on the
Reserves, along with cash distributions received from Local Limited
Partnerships, to the extent available, will be sufficient to fund the
Partnership's ongoing operations. Reserves may be used to fund Partnership
operating deficits, if the Managing General Partner deems funding appropriate.
If Reserves are not adequate to cover the Partnership's operations, the
Partnership will seek other financing sources including, but not limited to, the
deferral of Asset Management Fees paid to an affiliate of the Managing General
Partner or working with Local Limited Partnerships to increase cash
distributions.
Since the Partnership invests as a limited partner, the Partnership has no
contractual duty to provide additional funds to Local Limited Partnerships
beyond its specified investment. Thus, at June 30, 2003, the Partnership had no
contractual or other obligation to any Local Limited Partnership which had not
been paid or provided for.
Cash distributions
No cash distributions were made during the three months ended June 30, 2003.
Results of Operations
The Partnership's results of operations for the three months ended June 30, 2003
resulted in a net loss of $367,627, as compared to a net loss of $546,674 for
the same period in 2002. The decrease in net loss is primarily attributable to a
decrease in equity in losses of Local Limited Partnerships as well a decrease in
general and administrative expenses. These effects were partially offset by an
increase in provision for valuation of advances to Local Limited Partnerships.
Equity in losses of Local Limited Partnerships decreased due to an increase in
unrecognized losses by the Partnership of Local Limited Partnerships with
carrying values of zero. The decrease in general and administrative expense is
primarily due to increased charges due to an affiliate of a General Partner for
operational and administrative expenses necessary for the operation of the
Partnership and a change in estimate of these amounts related to the year ended
March 31, 2003 which are being expensed in the three months ended June 30, 2003.
The increase in provision for valuation of advances to Local Limited
Partnerships is the result of a reserve for advances made to one Local Limited
Partnership.
Portfolio Update
The Partnership's investment portfolio consists of limited partnership interests
in twenty-six Local Limited Partnerships, each of which owns and operates a
multi-family apartment complex and each of which has generated Tax Credits.
Since inception, the Partnership has generated Tax Credits, net of recapture, of
approximately $1,508 per Limited Partner Unit, with an immaterial amount of Tax
Credits expected to be generated during 2003. The aggregate amount of Tax
Credits generated by the Partnership is consistent with the objective specified
in the Partnership's prospectus.
Properties that receive low income housing Tax Credits must remain in compliance
with rent restriction and set aside requirements for at least 15 years from the
date the property is completed (the "Compliance Period"). Failure to do so would
result in the recapture of a portion of the property's Tax Credits. Between 2005
and continuing through 2008, the Compliance Period of the twenty-six Properties
in which the Partnership has an interest will expire. The
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Portfolio Update (continued)
Managing General Partner has negotiated agreements that will ultimately allow
the Partnership to dispose of its interest in four Local Limited Partnerships.
It is unlikely that the disposition of any of these Local Limited Partnership
interests will generate any material cash distributions to the Partnership.
The Managing General Partner will continue to closely monitor the operations of
the Properties during the Compliance Period and will formulate disposition
strategies with respect to the Partnership's remaining Local Limited Partnership
interests. It is unlikely that the Managing General Partner's efforts will
result in the Partnership disposing of all of its remaining Local Limited
Partnership interests concurrently with the expiration of each Property's
Compliance Period. The Partnership shall dissolve and its affairs shall be wound
up upon the disposition of the final Local Limited Partnership interest and
other assets of the Partnership. Investors will continue to be Limited Partners,
receiving K-1s and quarterly and annual reports, until the Partnership is
dissolved.
Property Discussions
A majority of the Properties in which the Partnership has an interest have
stabilized operations and operate above break-even. A few Properties generate
cash flow deficits that the Local General Partners of those Properties fund
through project expense loans, subordinated loans or operating escrows. However,
some Properties have had persistent operating difficulties that could either: i)
have an adverse impact on the Partnership's liquidity; ii) result in their
foreclosure; or iii) result in the Managing General Partner deeming it
appropriate for the Partnership to dispose of its interest in the Local Limited
Partnership prior to the expiration of the Compliance Period. Also, the Managing
General Partner, in the normal course of the Partnership's business, may arrange
for the future disposition of its interest in certain Local Limited
Partnerships. The following Property discussions focus only on such Properties.
The Local General Partner of Westover Station, located in Newport News,
Virginia, reached an agreement with the Property's lender to refinance the debt
on the Property. As part of the refinancing, which closed on November 1, 2002,
the Partnership received Sale or Refinancing Proceeds, as defined in the Local
Limited Partnership Agreement, of approximately $668,000. The Managing General
Partner retained the entire amount of the proceeds in the Partnership's
Reserves, as permitted by and in accordance with, the Local Limited Partnership
Agreement. The Managing General Partner, on behalf of the Partnership, also
negotiated an agreement with the Local General Partner that will allow the
Partnership to dispose of its interest in the Property after the end of its
Compliance Period, which is December 2006.
Operations at New Center, located in Detroit, Michigan, continue to struggle.
The Property suffers from poor location and security issues. Vandalism has
caused an increase in maintenance and repair expenses and has negatively
affected the Property's occupancy levels and tenant profile. Efforts to increase
curb appeal and increase qualified tenant traffic have not materially improved
occupancy. Advances from the Local General Partner and the Partnership have
enabled the Property to remain current on its mortgage obligations. The Managing
General Partner will continue to closely monitor the site manager's efforts to
improve Property operations; however, due to the Property's continuing
struggles, the Managing General Partner is concerned about its long-term
viability. Due to these concerns, the Managing General Partner believes it is in
the best interest of the Property to replace the Local General Partner.
Accordingly, the Managing General Partner has been working with the Local
General Partner to identify an acceptable replacement. It is expected that a
transfer of the Local General Partner interest will occur within the next
several weeks.
As previously reported regarding Westgate, located in Bismark, North Dakota, in
order to protect the remaining Tax Credits generated by the Property, the
Managing General Partner consummated the transfer of 50% of the Partnership's
capital and profits in the Local Limited Partnership to an affiliate of the
Local General Partner in November 1997. The Managing General Partner also had
the right to transfer the Partnership's remaining interest to the Local General
Partner any time after one year from the initial transfer. However, due to
subsequent transfers by
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Property Discussions (continued)
the Local General Partner of its interest in the Property, the date when the
Managing General Partner had the right to transfer the remaining interest did
not occur until September 1, 2001. The agreement allowed the Partnership to
retain its full share of the Property's Tax Credits until such time as the
remaining interest is put to the new Local General Partner. The Property
generated its last amount of Tax Credits during 2001. Furthermore, the new Local
General Partner has the right to call the remaining interest after the
Compliance Period has expired.
In April 2000, a replacement site management company was brought in to manage
operations at Carib II and Carib III, located in St. Croix, Virgin Islands. The
replacement site management company stated its desire to purchase the General
and Limited Partner interests in the Properties and, effective January 1, 2001,
assumed the Local General Partner interest in the Properties. Furthermore, the
Managing General Partner negotiated a plan that ultimately transfers the
Partnership's interest in the Properties to the new Local General Partner. The
plan includes provisions to minimize the risk of recapture.
A newly constructed property adjacent to Whispering Trace, located in Woodstock,
Georgia, began operations during 2001. Although the new property had
difficulties in completing initial lease-up due to a lack of qualified tenants,
its superior amenities and curb appeal allow it to have a competitive advantage
over Whispering Trace. Another Tax Credit property in close proximity to the
Property is currently under construction and will further increase competition
for tenants. In addition, local employers have had layoffs, forcing some tenants
to leave the area in search of employment. As a result, occupancy at Whispering
Trace has declined. The Property has incurred significant capital expenditures
in order to remain competitive in the market place, and it may become necessary
for the Managing General Partner to use some of the Partnership's Reserves to
fund operating deficits. However, to date, advances from the Local General
Partner have allowed the Property to remain current on its debt obligations.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
CONTROLS AND PROCEDURES
Controls and Procedures
Based on the Partnership's evaluation as of the end of the period covered by
this report, the Partnership's director has concluded that the Partnership's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports that the Partnership files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.
There have been no significant changes in the Partnership's internal controls or
in other factors that could significantly affect those controls subsequent to
the date of their evaluation.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K
(a) Exhibits
31.1 Certification of Jenny Netzer pursuant to section
302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Jenny Netzer pursuant to section
906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended June 30, 2003.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DATED: August 14, 2003 BOSTON FINANCIAL QUALIFIED HOUSING
TAX CREDITS L.P. V
By: Arch Street VIII, Inc.,
its Managing General Partner
/s/Jenny Netzer
Jenny Netzer
Executive Vice President
MMA Financial, LLC