February 14, 2006
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 December 31, 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-Q3.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 December 31, 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) - December 31, 2005 1
Statements of Operations (Unaudited) - For the Three and Nine
Months Ended December 31, 2005 and 2004 2
Statement of Changes in Partners' Equity (Deficiency)
(Unaudited) - For the Nine Months Ended December 31,
2005 3
Statements of Cash Flows (Unaudited) - For the Nine
Months Ended December 31, 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
PART II - OTHER INFORMATION
Items 1-6 15
SIGNATURE 16
CERTIFICATIONS 17
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
BALANCE SHEET
December 31, 2005
(Unaudited)
Assets
Cash and cash equivalents $ 2,408,651
Restricted cash 38,991
Investment securities (Note 1) 1,584,428
Investments in Local Limited Partnerships (Note 2) 6,991,238
Other assets 10,799
---------------
Total Assets $ 11,034,107
===============
Liabilities and Partners' Equity
Accrued expenses $ 79,544
Deposit revenue 38,991
Deposit on sale 12,500
---------------
Total Liabilities 131,035
---------------
General, Initial and Investor Limited Partners' Equity 10,907,428
Net unrealized losses on investment securities (4,356)
---------------
Total Partners' Equity 10,903,072
---------------
Total Liabilities and Partners' Equity $ 11,034,107
===============
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 and Nine Months Ended December 31, 2005 and 2004
(Unaudited)
Three Months Ended Nine Months Ended
December 31, December 31, December 31, December 31,
2005 2004 2005 2004
---------------- ---------------- ---------------- ---------------
Revenue
Investment $ 26,383 $ 9,433 $ 69,118 $ 26,081
Other 33,860 28,351 118,583 111,615
---------------- ---------------- ---------------- ---------------
Total Revenue 60,243 37,784 187,701 137,696
---------------- ---------------- ---------------- ---------------
Expenses:
Asset management fees, affiliate 70,715 68,456 212,145 205,368
Provision for valuation of advances to
Local Limited Partnerships, net of
Recovery (Note 2) (33,914) 47,753 25,144 182,711
Provision for valuation of investments
In Local Limited Partnerships (Note 2) - - 373,250 -
General and administrative
(includes reimbursement to affiliate
in the amounts of $120,373 and
$256,639 in 2005 and 2004,
respectively) 100,929 108,175 275,883 341,920
Amortization 3,980 4,605 12,547 13,815
---------------- ---------------- ---------------- ---------------
Total Expenses 141,710 228,989 898,969 743,814
---------------- ---------------- ---------------- ---------------
Loss before equity in losses of Local Limited
Partnerships and gain on sale of
investments in Local Limited
Partnerships (81,467) (191,205) (711,268) (606,118)
Equity in losses of Local Limited
Partnerships (Note 2) (177,928) (177,748) (465,456) (829,157)
Gain on sale of investments in Local
Limited Partnerships 1,486,225 - 1,486,225 -
---------------- ---------------- ---------------- --------------
Net Income (Loss) $ 1,226,830 $ (368,953) $ 309,501 $ (1,435,275)
================ ================ ================ ===============
Net Income (Loss) allocated:
General Partners $ 12,268 $ (3,690) $ 3,095 $ (14,353)
Limited Partners 1,214,562 (365,263) 306,406 (1,420,922)
---------------- ---------------- ---------------- ---------------
$ 1,226,830 $ (368,953) $ 309,501 $ (1,435,275)
================ ================ ================ ===============
Net Income (Loss) Per Limited Partner
Unit (68,929 Units) $ 17.62 $ (5.30) $ 4.45 $ (20.61)
================ ================ ================ ===============
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 Nine Months Ended December 31, 2005
(Unaudited)
Net
Initial Investor Unrealized
General Limited Limited Gains
Partners Partner Partners (Losses) Total
Balance at March 31, 2005 $ (486,128) $ 5,000 $ 11,079,055 $ 188 $ 10,598,115
-------------- -------------- -------------- ---------------- --------------
Comprehensive Income (Loss):
Change in net unrealized
gains on investment
securities available for sale - - - (4,544) (4,544)
Net Income 3,095 - 306,406 - 309,501
-------------- -------------- -------------- -------------- --------------
Comprehensive Income (Loss) 3,095 - 306,406 (4,544) 304,957
-------------- -------------- -------------- -------------- --------------
Balance at December 31, 2005 $ (483,033) $ 5,000 $ 11,385,461 $ (4,356) $ 10,903,072
============== ============== ============== ============== ==============
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS
For the Nine Months Ended December 31, 2005 and 2004
(Unaudited)
2005 2004
------------- ---------------
Net cash used for operating activities $ (394,454) $ (511,940)
Net cash provided by investing activities 380,624 136,402
------------- --------------
Net decrease in cash and cash equivalents (13,830) (375,538)
Cash and cash equivalents, beginning 2,422,481 3,037,678
------------- --------------
Cash and cash equivalents, ending $ 2,408,651 $ 2,662,140
============= ==============
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 September 30, 2005 and 2004.
1. Investment Securities
The Partnership's investment securities are classified as "Available for Sale"
and 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.
2. Investments in Local Limited Partnerships
The Partnership has limited partnership interests in twenty-five 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
December 31, 2005:
Capital contributions and advances paid to Local Limited Partnerships
and purchase price paid to withdrawing partners of Local Limited Partnerships $ 53,676,365
Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
unrecognized losses of $13,257,225) (41,635,622)
Cumulative cash distributions received from Local Limited Partnerships (3,936,210)
---------------
Investments in Local Limited Partnerships before adjustments 8,104,533
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses 968,187
Cumulative amortization of acquisition fees and expenses (326,679)
---------------
Investments in Local Limited Partnerships before impairment allowance 8,746,041
Impairment allowance on investments in Local Limited Partnerships (1,754,803)
---------------
Investments in Local Limited Partnerships $ 6,991,238
===============
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 nine months ended December 31, 2005, the Partnership advanced $25,144 to
one 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 nine months ended December 31, 2005 is $1,905,215. For the nine months ended
December 31, 2005, the Partnership has not recognized $1,471,860 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 $32,101 were included in losses
recognized during the nine months ended December 31, 2005.
3. Significant Equity Investees
The following Local Limited Partnerships invested in by the Partnership
represent more than 20% of the Partnership's total assets or equity as of either
December 31, 2005 or 2004, or net losses for the three months ended either
December 31, 2005 or 2004. The following financial information represents the
performance of these Local Limited Partnerships for the three months ended
December 31, 2005 and/or 2004:
Circle Terrace Associates Limited Partnership 2005 2004
--------------------------------------------- ------------- -------------
Revenue $ 641,968 $ 615,340
Net Loss $ (25,286) $ (66,994)
Cobblestone Place Townhomes, A Limited Partnership (1)
Revenue $ 261,435 $ 187,308
Net Income (Loss) $ 16,663 $ (34,760)
The Oaks of Dunlop Farms, L.P.
Revenue $ N/A $ 297,492
Net Income $ N/A $ 97,104
(1) This Local Limited Partnership was sold as of December 31, 2005.
4. Reclassifications
Certain reclassifications regarding provision for valuation of advances to Local
Limited Partnerships have been made to prior period financial statements to
conform to the current period presentation.
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 as of March 31, 2005.
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
($6,991,238 at December 31, 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 December 31, 2005, the Partnership had cash and cash equivalents of
$2,408,651, compared with $2,422,481 at March 31, 2005. The decrease is
primarily attributable to purchases of investment securities and net cash used
for operating activities partially offset by proceeds from the disposal of
investments in Local Limited Partnerships along with distributions received from
Local Limited Partnerships. Cash used for operations includes $282,860 paid to
the Managing General Partner for accrued asset management fees.
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 December 31, 2005, approximately $1,759,000 of cash and cash
equivalents has been designated as Reserves.
To date, professional fees relating to various Property issues totaling
approximately $275,000 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
December 31, 2005, the Partnership has advanced approximately $595,000 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 December 31, 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 to Limited Partners during the nine months ended
December 31, 2005. It is not expected that cash available for distribution, if
any, will be significant during the 2006 calendar year. Based on the results of
Property operations, most of the Local Limited Partnerships are not expected to
distribute significant amounts of cash to the Partnership as such amounts may be
needed to fund Property operating costs. In addition, some of the Properties
benefit from some type of federal or state subsidy and, as a consequence, are
subject to restrictions on cash distributions.
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
Three Month Period
The Partnership's results of operations for the three months ended December 31,
2005 resulted in a net income of $1,226,830 as compared to a net loss of
$368,953 for the same period in 2004. The increase in net income is primarily
due to an increase in gain on sale of investments in Local Limited Partnerships
and a decrease in provision for valuation of advances to Local Limited
Partnerships. The increase in gain on sale of investments in Local Limited
Partnerships is the result of a significant gain on sale related to the sale of
one Local Limited Partnership during the current quarter. The decrease in
provision for valuation of advances to Local Limited Partnerships is the result
of a decrease in advances made to Local Limited Partnerships during the three
months ended December 31, 2005.
Nine Month Period
The Partnership's results of operations for the nine months ended December 31,
2005 resulted in net income of $309,501, as compared to net loss of $1,435,275
for the same period in 2004. The increase in net income is primarily due to an
increase in gain on sale of investments in Local Limited Partnerships, a
decrease in equity in losses of Local Limited Partnerships, a decrease in
provision for valuation of advances to Local Limited Partnerships and a decrease
in general and administrative expenses. These effects were partially offset by
an increase in provision for valuation of investments in Local Limited
Partnerships. The increase in gain on sale of investments in Local Limited
Partnerships is the result of a significant gain on sale related to the
disposition of one Local Limited Partnership during the current quarter. Equity
in losses of Local Limited Partnerships decreased due to an increase in
unrecognized losses by the Partnership of Local Limited Partnerships with the
carrying values of zero. The decrease in provision for valuation of advances to
Local Limited Partnerships is the result of a decrease in advances made to Local
Limited Partnerships during the nine months ended December 31, 2005. General and
administrative costs decreased primarily due to decreased charges due to an
affiliate of the Managing General Partner for operations and administrative
expenses necessary for the operation of the Partnership. Provision for valuation
of investments increased due to the Partnership recording an impairment
allowance for its investments in certain Local Limited Partnerships during the
nine months ended December 31, 2005.
Portfolio Update
As of December 31, 2005, the Partnership's investment portfolio consisted of
limited partnership interests in twenty-five Local Limited Partnerships, each of
which owns and operates a multi-family apartment complex and each of which has
generated Tax Credits. The Partnership's interests in six Local Limited
Partnerships were transferred on January 1, 2006 to a party unaffiliated with
the Partnership. Therefore, the Partnership's investment portfolio consists of
Partnership interests in nineteen Local Limited Partnerships. 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 objectives 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. 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 nineteen 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 six 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.
<page>
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)
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 ("QH IV") and its
purported general partners (collectively, the "Defendants") in Clay County,
Missouri (the "Missouri Action"), 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
Tax Credits L.P., 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"). On November 15, 2004, the court granted the requested
amendment to the petition. On or about October 8, 2004, Park moved the court for
entry of a temporary restraining order (a "TRO") 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 for a TRO.
In October 2005, Park again sought leave of the court in the Missouri Action to
amend its petition, claiming that the Defendants were in violation of the
Partnership Agreement by disposing of interests in Local Limited Partnerships
following expiration of the Local Limited Partnerships' applicable Compliance
Period(s) without first obtaining limited partner consent. On or about October
11, 2005, Park moved the court for entry of a TRO prohibiting the Defendants
from entering into any agreement to sell, transfer or otherwise convey any
interest in Local Limited Partnerships. On October 14, 2005, the court denied
Park's request for a TRO. In December 2005, the court granted Park's request to
amend its petition, and the case remains in discovery.
The Defendants and New Defendants maintain that Park is not entitled to review
the alleged "books and records" requested and/or use the materials in secondary
market transactions because, among other things: (i) they are not "books and
records" of the relevant partnerships; (ii) Park does not seek to review them
for a proper purpose; and (iii) 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. Likewise, the Defendants
maintain that the Partnership may continue to periodically dispose of its
interests in Local Limited Partnerships because, among other things, said
dispositions do not constitute the sale "at one time" of "all or substantially
all of the assets of the partnership" pursuant to Section 5.4.2 of the
Partnership Agreement. The Defendants and New Defendants accordingly intend on
defending against all of the aforementioned claims vigorously. These entities
have not, however, formed an opinion that an unfavorable outcome is either
probable or remote. Therefore, their 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 Tax
Credits L.P., 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 several other Everest-related
entities (collectively, the "Everest Entities") in Massachusetts state court,
seeking a declaratory judgment that certain materials the Everest Entities
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)
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, and the
discovery process is continuing.
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) 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 breakeven. 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.
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
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)
worked with the Local General Partner to identify an acceptable replacement. A
replacement was identified and admitted to the Local Limited Partnership during
the first quarter of 2005. As of September 30, 2005, the replacement Local
General Partner has contributed in excess of $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 the Local Limited Partnership 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. Although Partnership Reserves have been utilized in the past to fund the
Property's debt service obligations, no such further advances have been made
during the nine month period ended December 31, 2005.
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 the Local General Partner of its interest in the Local
Limited Partnership, 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.
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 continued to suffer. Despite high
occupancy, the Properties experienced operating deficits that were funded from
working capital or replacement reserves. In addition, despite several capital
improvements, the Properties are still in need of additional capital
expenditures. However, due to consistently high occupancy levels, the Properties
operated at above breakeven for the nine month period ended September 30, 2005.
In 2000, the replacement site management company stated its desire to purchase
the Local General Partner and Partnership interests in the Local Limited
Partnerships and, effective January 1, 2001, assumed the Local General Partner
interest in the Local Limited Partnerships. As part of this transaction, the
Managing General Partner negotiated a put agreement that ultimately transfers
the Partnership's interest in the Local Limited Partnerships 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. That property's 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 the Property has suffered, although occupancy reached 88% as of December 31,
2005. The Property has incurred significant capital expenditures in order to
remain competitive in the marketplace. As a result, debt service coverage
remains below appropriate levels as of September 30, 2005. Advances from the
Local General Partner and Partnership Reserves have allowed the Property to
remain current on its debt obligations. The Managing General Partner and Local
General Partner continue to explore an exit strategy that would allow for a 2006
disposal of the Partnership's interest in the Local Limited Partnership.
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 had the right to put its interest in either of the Local Limited
Partnerships at any time in exchange for a Contingent Note that granted the
Partnership 50% of all future net cash
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)
receipts from such Local Limited Partnership interest. Effective January 1,
2006, the Partnership put its interest in both Properties to an unaffiliated
entity for approximately $2,100 each in lieu of the Partnership carrying a
remaining interest in the form of a Contingent Note. These transfers are
currently projected to result in taxable income of approximately $223,000 and
$196,000 for Cedar Lane I and Silver Creek II, respectively, or a combined $6
per Unit.
As previously reported, Schumaker Place, 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 has subsequently resulted in the achievement of breakeven operations. 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 Limited Partnership to the
Local General Partner for a nominal amount any time after the Property's
Compliance Period ends on December 31, 2007.
As previously reported, 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. The Partnership transferred its interest in this Local Limited
Partnership during the six months ended September 30, 2005, but retains a
contingent receivable in the amount of $100,000. This transfer, without
accounting for the contingent interest, will result in a taxable loss currently
projected to be approximately $740,000, or $11 per Unit.
As previously reported, Hillwood Pointe, located in Jacksonville, Florida, was
sold in October 2005, with the Partnership receiving net proceeds of $1,608,871,
or approximately $23 per Unit. The sale will result in taxable income projected
to be approximately $1,600,000, or $23 per Unit. The Managing General Partner,
in accordance with, and as permitted by the Partnership Agreement, retained the
entire amount of net proceeds from the sale in Reserves. The Managing General
Partner has posted a Recapture Bond as this Property's Compliance Period expired
on December 31, 2005.
As previously reported, Rosecliff, located in Sanford, Florida, is expected to
be sold in early 2006. The pending sale is currently estimated to generate net
proceeds of approximately $850,000, or $12 per Unit. This Property operated at
above breakeven for the nine months ended September 30, 2005 and achieved an
occupancy level of 93% at September 30, 2005. The Compliance Period for this
Property expired on December 31, 2005.
Effective January 1, 2006, the Partnership put its interest to an unaffiliated
party in Archer Village, located in Archer, Florida, Ocean View, located in
Fernandina Beach, Florida, Water Oak, located in Orange City, Florida and Yester
Oaks, located in Lafayette, Georgia, for approximately $2,100 each. The Managing
General Partner determined that these four properties had no residual value in
excess of the Properties' debt and putting the Partnership's interests in the
Local Limited Partnerships for $2,100 per property was in the best interest of
the Partnership. These transfers are expected to result in taxable income
projected to be approximately $211,000, $303,000, 251,000 and $331,000 for
Archer Village, Ocean View, Water Oak and Yester Oaks, respectively, or a
combined $16 per Unit.
Although an agreement has not yet been reached, the Managing General Partner is
currently working with the Local General Partner of Oaks of Dunlop, located in
Colonial Heights, on the sale of the Partnership's interest in 2006.
The Partnership has policies and practices for assessing potential impairment of
its investments in Local Limited Partnerships. The Partnership analyzes these
investments to determine if impairment indicators exist and if an other
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)
then temporary impairment adjustment is necessary. If impairment indicators are
present, the investment is further analyzed to consider the Partnership's
ability to recover the investment's carrying value. If an other then temporary
impairment in carrying value exists, an impairment loss is recorded to write
down the investment to its fair value. Fair value is primarily established from
the current market value estimate of the remaining unused Tax Credits associated
with the properties owned by the Local Limited Partnerships. During the nine
months ended December 31, 2005, the Partnership concluded one of the Local
Limited Partnerships, Bixel House, A California Limited Partnership, had
experienced an other than temporary decline in its carrying value and impairment
loss of approximately $373,000 was recorded. Generally, the carrying values of
most Local Limited Partnerships will decline through losses and distributions in
amounts sufficient to prevent other than temporary impairments. However, the
Partnership may record similar impairment losses in the future if the expiration
of Tax Credits outpaces losses and distributions from any of the Local Limited
Partnerships.
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 and
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 December 31, 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: February 14, 2006 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