August 15, 2005
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, 2005
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, 2005
------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-19706
Boston Financial Qualified Housing Tax Credits L.P. V
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3054464
- ---------------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Arch Street, Boston, Massachusetts 02110-1106
- ----------------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-3911
---------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No .
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page No.
- ------------------------------ --------
Item 1. Financial Statements
Balance Sheet (Unaudited) - June 30, 2005 1
Statements of Operations (Unaudited) - For the Three
Months Ended June 30, 2005 and 2004 2
Statement of Changes in Partners' Equity (Deficiency)
(Unaudited) - For the Three Months Ended June 30,
2005 3
Statements of Cash Flows (Unaudited) - For the Three
Months Ended June 30, 2005 and 2004 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 13
PART II - OTHER INFORMATION
Items 1-6 14
SIGNATURE 15
CERTIFICATIONS 16
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
BALANCE SHEET
June 30, 2005
(Unaudited)
Assets
Cash and cash equivalents $ 1,624,127
Restricted cash 60,011
Investment securities (Note 1) 998,503
Investments in Local Limited Partnerships (Note 2) 7,695,511
Other assets 7,212
---------------
Total Assets $ 10,385,364
===============
Liabilities and Partners' Equity
Due to affiliate $ 141,430
Accrued expenses 36,550
Deposit revenue 60,011
---------------
Total Liabilities 237,991
---------------
General, Initial and Investor Limited Partners' Equity 10,147,289
Net unrealized gains on marketable securities 84
---------------
Total Partners' Equity 10,147,373
---------------
Total Liabilities and Partners' Equity $ 10,385,364
===============
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, 2005 and 2004
(Unaudited)
2005 2004
----------------- ---------------
Revenue:
Investment $ 17,816 $ 6,966
Other 84,723 83,264
---------------- ---------------
Total Revenue 102,539 90,230
---------------- ---------------
Expense:
Asset management fees, affiliate 70,715 68,456
Provision for valuation of advances to Local
Limited Partnerships 59,058 49,453
General and administrative (includes
reimbursements to an affiliate in the amount
of $46,789 and $91,419 in 2005 and
2004, respectively) 89,193 117,129
Amortization 4,284 4,605
---------------- ---------------
Total Expense 223,250 239,643
---------------- ---------------
Loss before equity in losses of Local
Limited Partnerships (120,711) (149,413)
Equity in losses of Local Limited
Partnerships (Note 2) (329,927) (282,485)
---------------- ---------------
Net Loss $ (450,638) $ (431,898)
================ ===============
Net Loss allocated:
General Partners $ (4,506) $ (4,319)
Limited Partners (446,132) (427,579)
---------------- ---------------
$ (450,638) $ (431,898)
================ ===============
Net Loss per Limited Partner Unit
(68,929 Units) $ (6.47) $ (6.20)
================ ================
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, 2005
(Unaudited)
Initial Investor Net
General Limited Limited Unrealized
Partners Partner Partners Gains Total
Balance of March 31, 2005 $ (486,128) $ 5,000 $ 11,079,055 $ 188 $ 10,598,115
-------------- -------------- -------------- ---------- --------------
Comprehensive Loss:
Change in net unrealized
gains on marketable
securities available for sale (104) (104)
Net Loss (4,506) - (446,132) - (450,638)
-------------- -------------- -------------- ------- --------------
Comprehensive Loss (4,506) - (446,132) (104) (450,742)
-------------- -------------- -------------- ------- --------------
Balance at June 30, 2005 $ (490,634) $ 5,000 $ 10,632,923 $ 84 $ 10,147,373
============== ============== ============== ======== ==============
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, 2005 and 2004
(Unaudited)
2005 2004
------------- ---------------
Net cash used for operating activities $ (44,581) $ (84,054)
Net cash provided by (used for) investing activities (753,773) 261,602
------------- --------------
Net increase (decrease) in cash and cash equivalents (798,354) 177,548
Cash and cash equivalents, beginning 2,422,481 3,037,678
------------- --------------
Cash and cash equivalents, ending $ 1,624,127 $ 3,215,226
============= ==============
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, 2005. In the opinion of
the Managing General Partner, these financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the Partnership's financial position and results of operations.
The results of operations for the periods may not be indicative of the results
to be expected for the year.
The Managing General Partner of the Partnerships has elected to report results
of the Local Limited Partnerships on a 90 day lag basis because the Local
Limited Partnerships report their results on a calendar year basis. Accordingly,
the financial information of the Local Limited Partnerships that is included in
the accompanying financial statements is as of March 31, 2005 and 2004.
1. Investment Securities
The Partnership's investment securities may be classified as "Available for
Sale" or "Held to Maturity". Those classified as "Available for Sale" are
carried at fair value (as reported by the brokerage firms at which they are
held), with unrealized gains or losses excluded from earnings and reported as a
separate component of partner's equity. Those classified as "Held to Maturity,"
with maturity dates ranging from 2006 to 2007, are reported at amortized cost.
For securities held-to-maturity, the fair value at June 30, 2005 is
approximately $990,000. For securities classified as available for sale, the
fair value at June 30, 2005 is approximately $13,000. Proceeds from the
maturities of available for sale securities were $3,516 during the quarter ended
June 30, 2005, resulting in gross gains of $13 and gross losses of $2.
2. 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, all of which are government-assisted. The
Partnership's ownership interest in each Local Limited Partnership is generally
99%, except for Strathern Park/Lorne Park, Huguenot Park and Westgate, where the
Partnership's ownership interests are 95%, 88.55% and 49.5%, respectively. The
Partnership may have negotiated or may negotiate options with the Local General
Partners to purchase or sell the Partnership's interests in the Local Limited
Partnerships at the end of the Compliance Period at nominal prices. In the event
that Local Limited Partnerships are sold to third parties or upon dissolution of
the Local Limited Partnerships, proceeds will be distributed according to the
terms of each Local Limited Partnership agreement.
The following is a summary of investments in Local Limited Partnerships at June
30, 2005:
Capital contributions and advances paid to Local Limited Partnerships
and purchase price paid to withdrawing partners of Local Limited Partnerships $ 56,066,412
Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
unrecognized losses of $12,399,781) (43,296,659)
Cumulative cash distributions received from Local Limited Partnerships (4,331,502)
---------------
Investments in Local Limited Partnerships before adjustments 8,438,251
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses 1,006,357
Cumulative amortization of acquisition fees and expenses (333,630)
---------------
Investments in Local Limited Partnerships before impairment allowance 9,110,978
Impairment allowance on investments in Local Limited Partnerships (1,415,467)
---------------
Investments in Local Limited Partnerships $ 7,695,511
===============
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
2. Investments in Local Limited Partnerships (continued)
For the three months ended June 30, 2005, the Partnership advanced $59,058 to
two of the Local Limited Partnerships, all of which was impaired. The
Partnership has recorded an impairment allowance for its investments in certain
Local Limited Partnerships in order to appropriately reflect the estimated net
realizable value of these investments.
The Partnership's share of the net losses of the Local Limited Partnerships for
the three months ended June 30, 2005 is $917,116. For the three months ended
June 30, 2005, the Partnership has not recognized $587,490 of equity in losses
relating to Local Limited Partnerships where cumulative equity in losses and
distributions exceeded its total investment in these Local Limited Partnerships.
Previously unrecognized losses of $301 were included in losses recognized in the
three months ended June 30, 2005.
3. Significant Equity Investee
One Local Limited Partnership invested in by the Partnership represents more
than 20% of the Partnership's consolidated assets, equity or net losses. The
following financial information represents the Local Limited Partnership's
performance for the three months ended March 31, 2005 and 2004:
Circle Terrace Associates Limited Partnership 2005 2004
- --------------------------------------------- ------------- -------------
Revenue $ 672,600 $ 719,000
Net Loss $ (69,500) $ (57,000)
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain matters discussed herein constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The
Partnership intends such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements and is including this statement
for purposes of complying with these safe harbor provisions. Although the
Partnership believes the forward-looking statements are based on reasonable
assumptions, the Partnership can give no assurance that its expectations will be
attained. Actual results and timing of certain events could differ materially
from those projected in or contemplated by the forward-looking statements due to
a number of factors, including, without limitation, general economic and real
estate conditions and interest rates.
Critical Accounting Policies
The Partnership's accounting policies include those that relate to its
recognition of investments in Local Limited Partnerships using the equity method
of accounting. The Partnership's policy is as follows:
The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting. Under the equity method, the investment is
carried at cost, adjusted for the Partnership's share of net income or loss and
for cash distributions from the Local Limited Partnerships; equity in income or
loss of the Local Limited Partnerships is included currently in the
Partnership's operations. Under the equity method, a Local Limited Partnership
investment will not be carried below zero. To the extent that equity in losses
are incurred when the Partnership's carrying value of the respective Local
Limited Partnership has been reduced to a zero balance, the losses will be
suspended and offset against future income. Income from Local Limited
Partnerships, where cumulative equity in losses plus cumulative distributions
have exceeded the total investment in Local Limited Partnerships, will not be
recorded until all of the related unrecorded losses have been offset. To the
extent that a Local Limited Partnership, with a carrying value of zero
distributes cash to the Partnership, that distribution is recorded as income on
the books of the Partnership and is included in "Other Revenue" in the
accompanying financial statements.
The Partnership has implemented policies and practices for assessing potential
impairment of its investments in Local Limited Partnerships. The investments are
reviewed for impairment whenever events or changes in circumstances indicate
that the Partnership may not be able to recover its carrying value. If an other
than temporary impairment in carrying value exists, a provision to reduce the
asset to fair value will be recorded in the Partnership's financial statements.
In January 2003, the FASB issued Interpretation No. 46 ("Interpretation"),
"Consolidation of Variable Interest Entities", which provides new criteria for
determining whether or not consolidation accounting is required. The
Interpretation, which was modified in December 2003 in order to address certain
technical and implementation issues, requires the Partnership to consider
consolidation or provide additional disclosures of financial information for
Local Limited Partnerships meeting the definition of a Variable Interest Entity
("VIE"). The Partnership was required to apply the Interpretation to the Local
Limited Partnerships meeting the definition of a VIE.
This Interpretation requires consolidation by the Partnership of the Local
Limited Partnerships' assets and liabilities and results of operations if the
Partnership determined that the Local Limited Partnerships were VIEs and that
the Partnership was the "Primary Beneficiary". Minority interests may be
recorded for the Local Limited Partnerships' ownership share attributable to
other investors. Where consolidation of Local Limited Partnerships is not
required, additional financial information disclosures of Local Limited
Partnerships may be required. The Partnership has assessed the Interpretation
and concluded that it is not the Primary Beneficiary of any of the Local Limited
Partnerships that meet the definition of a VIE. The Partnership is involved with
those VIEs as a non-controlling
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)
Critical Accounting Policies (continued)
limited partner equity holder. The Partnership is required to disclose its
maximum exposure to economic and financial statement losses as a result of its
involvement with the VIEs. The Partnership's exposure to economic and financial
statement losses from the VIEs is limited to its investment in the VIEs
($7,695,511 at June 30, 2005). The Partnership may be subject to additional
losses to the extent of any financial support that the Partnership voluntarily
provides in the future.
Liquidity and Capital Resources
At June 30, 2005, the Partnership had cash and cash equivalents of $1,624,127,
compared with $2,422,481 at March 31, 2005. The decrease is primarily
attributable to purchases of marketable securities net cash used for operating
activities and advances made to two Local Limited Partnerships, partially offset
by 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, 2005, approximately $1,727,000 of cash, cash
equivalents and marketable securities has been designated as Reserves.
To date, professional fees relating to various Property issues totaling
approximately $273,000 have been paid from Reserves. To date, Reserve funds in
the amount of approximately $128,000 have also been used to make additional
capital contributions to one Local Limited Partnership. In the event a Local
Limited Partnership encounters operating difficulties requiring additional
funds, the Partnership's management might deem it in its best interest to
voluntarily provide such funds in order to protect its investment. As of June
30, 2005, the Partnership has advanced approximately $629,000 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, 2005, 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, 2005.
Results of Operations
The Partnership's results of operations for the three months ended June 30, 2005
resulted in a net loss of $450,638 as compared to a net loss of $431,898 for the
same period in 2004. The increase in net loss is primarily attributable to an
increase in equity in losses of Local Limited Partnerships as well as an
increase in provision for valuation of advances to Local Limited Partnerships.
These effects were partially offset by a decrease in general and administrative
expenses and an increase in investment income. Equity in losses of Local Limited
Partnerships
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Results of Operations (continued)
increased between years due to an increase in losses of Local Limited
Partnerships actually recognized by the Partnership. The increase in provision
for valuation of advances to Local Limited Partnerships is the result of an
increase in advances made to Local Limited Partnerships in 2005, as compared to
the same three-month period in 2004. General and administrative costs decreased
primarily due to decreased charges from an affiliate of a General Partner for
operational and administrative expenses necessary for the operation of the
Partnership. Investment income increased due to an increase in return on
investments.
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 $1,512 per Limited Partner Unit, with an immaterial amount of Tax
Credits expected to be generated from 2005 through 2008. 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 Managing General
Partner has negotiated agreements that will ultimately allow the Partnership to
dispose of its interest in eight 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.
On or about July 13, 2004, Park G.P., Inc. ("Park") commenced litigation against
Boston Financial Qualified Housing Tax Credits L.P. IV and its purported general
partners (collectively, the "Defendants") in Clay County, Missouri, claiming
that the Defendants breached the relevant partnership agreement and their
fiduciary duties owed to Park by, among other things, failing to permit
inspection of certain alleged "books and records" of the Partnership. On or
about October 7, 2004, Park sought leave of the court to amend its petition to
include claims for inspection of the alleged "books and records" against the
Partnership, Boston Financial Qualified Housing Limited Partnership, Boston
Financial Qualified Housing Tax Credits L.P. II, Boston Financial Qualified
Housing Tax Credits L.P. III, Boston Financial Tax Credit Fund Plus, A Limited
Partnership, Boston Financial Tax Credit Fund VII, A Limited Partnership, and
their purported general partners (collectively, the "New Defendants"). The court
granted the amendment on November 15, 2004, and the New Defendants subsequently
moved to dismiss the amended complaint in its entirety. That motion is currently
pending (along with a concurrently filed motion for entry of a blanket
protective order), and oral arguments on the motion took place on February 16,
2005. On or about October 8, 2004, Park moved the court for entry of a temporary
restraining order compelling the Defendants and the New Defendants to turn over
the alleged "books and records" in conjunction with a transaction Park was
proposing entering into. On October 12, 2004, the court denied Park's request.
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)
After Park served a deposition notice duces tecum that requested the production
of confidential non-public documents, the New Defendants filed a Motion for a
Protective Order on March 23, 2005. After a short hearing on April 21, 2005, the
Court "overrruled" the Motion in a brief docket entry on May 16, 2005 without
any findings of fact, conclusions of law, or other explanation. On or about June
9, 2005, the New Defendants petitioned the Missouri Court of Appeals for a writ
ordering the Circuit Court to set aside the prior order and grant the New
Defendants' request for a protective order.
The New Defendants maintain that Park is not entitled to review the materials
requested and/or use the materials in secondary market transactions because,
among other things: (i) they are not "books and records" of the New Defendants;
(ii) Park does not seek to review them for a proper purpose; and (iii) that
selective disclosure of the information to Park would give it an unfair
informational advantage in secondary market transactions and may violate federal
and/or state securities laws. The New Defendants accordingly intend on defending
against the claims vigorously. The New Defendants have not formed an opinion
that an unfavorable outcome is either probable or remote. Therefore, the New
Defendants' counsel refrains from expressing an opinion as to the likely outcome
of the case or the range of any loss.
On August 24, 2004, the Partnership, Boston Financial Qualified Housing Limited
Partnership, Boston Financial Qualified Housing Tax Credits L.P. II, Boston
Financial Qualified Housing Tax Credits L.P. III, Boston Financial Qualified
Housing Tax Credits L.P. IV, Boston Financial Tax Credit Fund Plus, A Limited
Partnership, Boston Financial Tax Credit Fund VII, A Limited Partnership, and
Boston Financial Tax Credit Fund VIII, A Limited Partnership (collectively, the
"Partnerships"), and their general partners commenced litigation against Everest
Housing Investors 2, LLC ("Everest 2") and three other Everest-related entities
(collectively , the "Everest Entities") in Massachusetts state court, seeking a
declaratory judgment that certain materials the Everest Entities sought to
inspect are not "books and records" of the Partnerships and that the Everest
Entities are in any case not entitled to inspect said information under
applicable partnership agreements, partnership law or otherwise. On October 7,
2004, the Everest Entities filed an answer and counterclaim against the
Partnerships and their purported general partners, claiming that they breached
applicable partnership agreements, partnership law and their fiduciary duties to
the Everest Entities by failing to make the purported "books and records"
available. On January 12, 2005, the Partnerships served a motion to amend their
complaint to, among other things, add a claim based on Everest 2's breach of a
November 24, 2003 letter agreement which compelled Everest 2 to keep
confidential certain information contemporaneously disseminated by four of the
Partnerships to Everest 2. Having received no opposition within the specified
time, the Partnerships filed the motion to amend with the proposed first amended
complaint on January 31, 2005. The Court has granted this Motion.
The Partnerships maintain that the Everest Entities are not entitled to review
the materials requested and/or use the materials in secondary market
transactions because, among other things: (i) they are not "books and records"
of the Partnerships; (ii) the Everest Entities do not seek to review them for a
proper purpose; and (iii) that selective disclosure of the information to the
Everest Entities would give them an unfair informational advantage in secondary
market transactions and may violate federal and/or state securities laws. The
Partnerships have not formed an opinion that an unfavorable outcome is either
probable or remote. Therefore, the Partnerships' counsel refrains from
expressing an opinion as to the likely outcome of the case or the range of any
loss.
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
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)
of its interest in the Local Limited Partnership prior to the expiration of the
Compliance Period. Also, the Managing General Partner, in the normal course of
the Partnership's business, may arrange for the future disposition of its
interest in certain Local Limited Partnerships. The following Property
discussions focus only on such Properties.
As previously reported, 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
February 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, in accordance with and as permitted by the
Partnership Agreement, retained the entire amount of net proceeds in Reserves.
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 31, 2006.
As previously reported, New Center, located in Detroit, Michigan, has
experienced operating difficulties for several years. 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 former 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 believed it was in the best
interest of the Property to replace the Local General Partner. Accordingly, the
Managing General Partner worked with the Local General Partner to identify an
acceptable replacement. A replacement was identified and admitted to the local
partnership during the first quarter of 2005. The replacement Local General
Partner has contributed in excess of the previously reported $300,000 toward
capital improvements and has an obligation to fund an unlimited amount of future
capital improvement needs. Effective February 2005, a put option agreement was
in place on New Center that would allow for the transfer of the Partnership's
interest to the replacement Local General Partner for a nominal amount any time
after the Property's Compliance Period ends on December 31, 2006. Partnership
Reserves have been utilized to fund the Property's debt service obligations.
As previously reported regarding Park Century (a/k/a 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 the Local General Partner of its
interest in the Property, the date on which the Managing General Partner had the
right to transfer the remaining interest did not occur until December 1, 2001.
The agreement allowed the Partnership to retain its full share of the Property's
Tax Credits until such time as the remaining interest is put to the new Local
General Partner. The Property generated its last Tax Credits during 2001. The
new Local General Partner also has the right to call the remaining interest
after the Property's Compliance Period expires on December 31, 2006.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Property Discussions (continued)
As previously reported, in April 2000, due to poor operations, the site
management company for Carib II and Carib III, located in St. Croix, Virgin
Islands was replaced. However, operations continue to suffer. Despite high
occupancy, the Properties are experiencing operating deficits that are funded
from working capital or replacement reserves. In addition, despite several
recent capital improvements, the Properties are in need of additional capital
expenditures. In 2000, the replacement site management company stated its desire
to purchase the Local General Partner and Partnership interests in the
Properties and, effective January 1, 2001, assumed the Local General Partner
interest in the Properties. As part of this transaction, the Managing General
Partner negotiated a put agreement that ultimately transfers the Partnership's
interest in the Properties to the new Local General Partner after the expiration
of the Properties' Compliance Periods on December 31, 2006. The plan includes
provisions to minimize the risk of recapture.
As previously reported, a Property adjacent to Whispering Trace, located in
Woodstock, Georgia, began operations during 2001. Although the Property had
difficulties in completing initial lease-up due to a lack of qualified tenants,
its superior amenities and curb appeal provide a competitive advantage. Other
Tax Credit Properties as well as entry-level homes in the area have further
increased 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 suffered, although in recent quarters
it has improved. The Property has incurred significant capital expenditures in
order to remain competitive in the marketplace. As a result, debt service
coverage is below appropriate levels. Advances from the Local General Partner
and Partnership Reserves have allowed the Property to remain current on its debt
obligations.
As previously reported, the Managing General Partner negotiated an agreement
with an unaffiliated entity to have the ability to transfer the Partnership's
interest to the unaffiliated entity or its designee with respect to Cedar Lane
I, located in London, Kentucky, and Silver Creek II, located in Berea, Kentucky.
These Properties share a common Local General Partner. The Managing General
Partner has the right to put its interest in either of the Properties at any
time in exchange for a Contingent Note that grants the Partnership 50% of all
future net cash receipts from such Local Limited Partnership interest. Should
the Partnership dispose of the Partnership interests in these Properties in any
other manner, the Partnership will be required to pay a termination fee of
$2,500 per Property to the unaffiliated entity.
As previously reported, Schumaker Place Apartments, located in Salisbury,
Maryland, has experienced operating difficulties in recent quarters. Despite
strong occupancy levels, increased maintenance, insurance and real estate tax
expenses have resulted in deficits that have been funded from working capital.
The Local General Partner refinanced the Property in July 2004, reducing the
interest rate and debt service payments on the Property's first mortgage. The
reduced debt service resulted in the achievement of breakeven operations during
2004. In connection with the Partnership's approval of this refinancing, the
Partnership and the Local General Partner entered into a put agreement whereby
the Partnership can transfer its interest in the Local Partnership to the Local
General Partner for a nominal amount any time after the Property's Compliance
Period ends on December 31, 2007.
Bixel House, located in Los Angeles, California has experienced weak occupancy
and operations for a number of quarters, and the Property has suffered from
deferred maintenance for a number of years. In an effort to reduce the
Partnership's risk and develop an exit strategy, a put option agreement between
the Managing General Partner and an unaffiliated entity was entered into whereby
the Partnership would be able to transfer its interest in the Property to the
unaffiliated entity for 25% of any value in excess of $500,000 which the
unaffiliated entity would receive from any sale of the Property. This put option
is subject to Local General Partner approval.
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 officer 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 Principal Executive Officer pursuant
to section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer pursuant
to section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer and
Principal Financial Officer pursuant to section 906 of
the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
the quarter ended June 30, 2005
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 15, 2005 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