Microsoft Word 11.0.5604;
August 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 June 30, 2006
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, 2006
------------------------------------
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, 2006 1
Statements of Operations (Unaudited) - For the Three
Months Ended June 30, 2006 and 2005 2
Statement of Changes in Partners' Equity
(Unaudited) - For the Three Months Ended June 30,
2006 3
Statements of Cash Flows (Unaudited) - For the Three
Months Ended June 30, 2006 and 2005 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
June 30, 2006
(Unaudited)
Assets
Cash and cash equivalents $ 5,480,078
Restricted cash 39,849
Investment securities, at fair value 1,187,566
Investments in Local Limited Partnerships (Note 1) 5,802,932
Accounts receivable 191,212
Other assets 27,035
---------------
Total Assets $ 12,728,672
===============
Liabilities and Partners' Equity
Due to affiliate $ 201,695
Accrued expenses 77,184
Deferred revenue 39,849
---------------
Total Liabilities 318,728
---------------
General, Initial and Investor Limited Partners' Equity 12,418,063
Net unrealized losses on investment securities (8,119)
---------------
Total Partners' Equity 12,409,944
---------------
Total Liabilities and Partners' Equity $ 12,728,672
===============
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, 2006 and 2005
(Unaudited)
2006 2005
----------------- ---------
Revenue:
Investment $ 78,290 $ 17,816
Other 214,558 84,723
---------------- ----------------
Total Revenue 292,848 102,539
---------------- ----------------
Expenses:
Asset management fees, affiliate 73,547 70,715
Provision for valuation allowance on advances to Local
Limited Partnerships, net of recovery (106,457) 59,058
General and administrative (includes reimbursements to
an affiliate in the amount of $46,727 and $46,789
in 2006 and 2005, respectively) 10,466 89,193
Amortization 3,201 4,284
---------------- ----------------
Total Expenses (19,243) 223,250
---------------- ----------------
Income (loss) before equity in losses of Local Limited Partnerships
and gain on sale of investments in Local Limited Partnerships 312,091 (120,711)
Equity in losses of Local Limited Partnerships (Note 1) (180,514) (329,927)
Gain on sale of investments in Local Limited Partnerships 227,869 -
---------------- ----------------
Net Income (Loss) $ 359,446 $ (450,638)
================ ================
Net Income (Loss) allocated:
General Partners $ 3,594 $ (4,506)
Limited Partners 355,852 (446,132)
---------------- ----------------
$ 359,446 $ (450,638)
================ ================
Net Income (Loss) per Limited Partner Unit
(68,929 Units) $ 5.16 $ (6.47)
================ ================
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
For the Three Months Ended June 30, 2006
(Unaudited)
Initial Investor Net
General Limited Limited Unrealized
Partners Partner Partners Losses Total
------------- -------------- -------------- ------------- ----------
Balance at March 31, 2006 $ 120,493 $ 5,000 $ 11,933,124 $ (9,338) $ 12,049,279
============= ============== ============== ============= ==============
Comprehensive Income:
Change in net unrealized
losses on investment
securities available for sale - - - 1,219 1,2191,219
Net Income 3,594 - 355,852 - 359,446
------------- -------------- -------------- ------------- --------------
Comprehensive Income 3,594 - 355,852 1,219 360,665
------------- -------------- -------------- ------------- --------------
Balance at June 30, 2006 $ 124,087 $ 5,000 $ 12,288,976 $ (8,119) $ 12,409,944
============= ============== ============== ============= ==============
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, 2006 and 2005
(Unaudited)
2006 2005
------------- ---------
Net cash provided by (used for) operating activities $ 74,208 $ (44,581)
Net cash provided by (used for) investing activities 1,838,071 (753,773)
------------- -------------
Net increase (decrease) in cash and cash equivalents 1,912,279 (798,354)
Cash and cash equivalents, beginning 3,567,799 2,422,481
------------- -------------
Cash and cash equivalents, ending $ 5,480,078 $ 1,624,127
============= =============
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, 2006. 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, 2006 and 2005.
1. Investments in Local Limited Partnerships
The Partnership has limited partnership interests in fifteen 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, 2006:
Capital contributions and advances paid to Local Limited Partnerships and
purchase
price paid to withdrawing partners of Local Limited Partnerships $ 43,356,989
Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
unrecognized losses of $12,178,189) (32,688,481)
Cumulative cash distributions received from Local Limited Partnerships (3,751,551)
---------------
Investments in Local Limited Partnerships before adjustments 6,916,957
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses 775,400
Cumulative amortization of acquisition fees and expenses (264,329)
---------------
Investments in Local Limited Partnerships before valuation allowance 7,428,028
Valuation allowance on investments in Local Limited Partnerships (1,625,096)
---------------
Investments in Local Limited Partnerships $ 5,802,932
===============
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)
For the three months ended June 30, 2006, the Partnership advanced $25,539 to
one of the Local Limited Partnerships, all of which was reimbursed. In addition,
$106,457 was also reimbursed from a Local Limited Partnership relating to
advances made in previous years. The Partnership has also recorded a valuation
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, 2006 is $625,736. For the three months ended
June 30, 2006, the Partnership has not recognized $445,222 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.
2. Significant Subsidiaries
The following Local Limited Partnerships invested in by the Partnership
represent more than 20% of the Partnership's total assets or equity as of June
30, 2006 or 2005 or net losses for the three months ended either June 30, 2006
or 2005. The following financial information represents the performance of these
Local Limited Partnerships for the three months ended March 31, 2006 and 2005:
Circle Terrace Associates Limited Partnership 2006 2005
- --------------------------------------------- -------------- ---------
Revenue $ 702,664 $ 672,600
Net Loss $ (24,832) $ (69,500)
The Oaks of Dunlop Farms, L.P.
Revenue $ 316,301 $ 304,800
Net Loss $ (434) $ (20,600)
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 Local Limited Partnerships in which the Partnership invests are Variable
Interest Entities ("VIE"s). The Partnership is involved with the VIEs as a
non-controlling limited partner equity holder. Because the Partnership is not
the primary beneficiary of these VIEs, it accounts for its investments in the
Local Limited Partnerships using the equity method of accounting. As a result of
its involvement with the VIEs, the Partnership's exposure to economic and
financial statement losses is limited to its investments in the VIEs ($5,802,932
at June 30, 2006). The Partnership may be subject to additional losses to the
extent of any financial support that the Partnership voluntarily provides in the
future. 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
other-than-temporary declines in values of its investments in Local Limited
Partnerships. Periodically, the carrying values of the investments are compared
to their respective fair values. If an other-than-temporary decline in carrying
value exists, a provision to reduce the asset to fair value, as calculated based
primarily on remaining tax benefits, will be recorded in the Partnership's
financial statements. 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)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Liquidity and Capital Resources
At June 30, 2006, the Partnership had cash and cash equivalents of $5,480,078,
compared with $3,567,799 at March 31, 2006. The increase is primarily
attributable to proceeds received from the sale of investments in Local Limited
Partnerships, cash distributions received from Local Limited Partnerships, and
the maturity of investment securities, partially offset by net cash used for
operating activities.
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, 2006, approximately $1,864,000 of cash, cash
equivalents and investment securities has been designated as Reserves.
To date, professional fees relating to various Property issues totaling
approximately $276,000 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, 2006, the Partnership has advanced approximately $489,000 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, 2006, 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, 2006.
Results of Operations
The Partnership's results of operations for the three months ended June 30, 2006
resulted in net income of $359,446 as compared to a net loss of $450,638 for the
same period in 2005. The increase in net income is primarily attributable to an
increase in gain on sale of investments in Local Limited Partnerships, an
increase in other revenue, a decrease in provision for valuation allowance on
advances to Local Limited Partnerships, an increase in investment revenue, a
decrease in equity in losses of Local Limited Partnerships, and a decrease in
general and administrative expenses. The increase in gain on sale of investments
in Local Limited Partnerships is the result of a gain on sale related to the
sale of one Local Limited Partnership during the current quarter. The increase
in other revenue is due to an increase in distributions from Local Limited
Partnerships with carrying values of zero. The decrease in provision for
valuation allowance on advances to Local Limited Partnerships is the result of
an increase in reimbursements of advances made to Local Limited Partnerships
during the three months ended June 30, 2006. The increase in investment revenue
is primarily attributable to an increase in invested balances between the two
periods arising from the Partnership's sale of properties subsequent to June 30,
2006. 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. General and administrative costs decreased
primarily due to a reversal of an accrual for monitoring fees partially offset
by an increase in legal expenses associated with litigation in which the
Partnership is currently involved.
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
The Partnership was formed on June 16, 1989 under the laws of the State of
Massachusetts for the primary purpose of investing, as a limited partner, in
Local Limited Partnerships, some of which own and operate apartment complexes
benefiting from some form of federal, state or local assistance, and each of
which qualifies for low-income housing tax credits. The Partnership's objectives
are to: (i) provide current tax benefits in the form of tax credits which
qualified investors may use to offset their federal income tax liability; (ii)
preserve and protect the Partnership's capital; (iii) provide limited cash
distributions which are not expected to constitute taxable income during
Partnership operations; and (iv) provide cash distributions from sale or
refinancing transactions. The General Partners of the Partnership are Arch
Street VIII, Inc., a Massachusetts corporation, which serves as the Managing
General Partner, and Arch Street V Limited Partnership, a Massachusetts Limited
Partnership whose general partner consists of Arch Street V, Inc., which also
serves as the Initial Limited Partner. Both of the General Partners are
affiliates of MMA. The fiscal year of the Partnership ends on March 31.
As of June 30, 2006, the Partnership's investment portfolio consisted of limited
partnership interests in fifteen 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 2006 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 calendar years
from the date the property is placed in service. Failure to do so would result
in the recapture of a portion of the property's Tax Credits. Between 2006 and
continuing through 2008, the Compliance Periods of the fifteen 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 six Local Limited Partnership interests will
generate any material cash distributions to the Partnership. One of the Local
Limited Partnerships in which the Partnership had an interest was disposed of
during the three months ended June 30, 2006.
The Managing General Partner will continue to closely monitor the operations of
the Properties during the Compliance Periods 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, claiming that the Defendants breached QH IV's partnership agreement
and their fiduciary duties owed to Park by, among other things, failing to
permit inspection of certain alleged "books and records" of QH IV. 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"). 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 for a
temporary restraining order, and on November 15, 2004 it granted the request to
amend the Petition.
<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)
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 Compliance Period(s) without first obtaining Limited
Partner consent. On or about October 11, 2005, Park moved the court for a
temporary restraining order 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
temporary restraining order. In December 2005, the court granted Park's request
to amend its Petition to include the alleged claim regarding disposition of
Local Limited Partnership interests. The Defendants and New Defendants have
filed a motion to dismiss the second amended petition. That motion is pending.
If the motion is denied, it currently appears as if the "books and records"
component of the case will proceed to a final hearing before the judge on August
29, 2006 and that trial on the remaining issues will be held on October 16,
2006.
The Defendants and 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 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. The Defendants and New Defendants
accordingly intend on defending against the claims vigorously. The Defendants
and New Defendants have not formed an opinion that an unfavorable outcome is
either probable or remote, and 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 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 several 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 and the general partners moved
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. The Court granted this Motion. Discovery in the
matter is ongoing.
The Partnerships and their general partners 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 and their general partners have not formed an
opinion that an unfavorable outcome is either probable or remote, and their
counsel refrains from expressing an opinion as to the likely outcome of the case
or the range of any loss.
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
Many 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, a property adjacent to Whispering Trace, located in
Woodstock, Georgia, began operations during 2001. That property's superior
amenities and curb appeal provided a competitive advantage. Other Tax Credit
properties as well as entry-level homes in the area further increased
competition for tenants. In addition, local employers implemented work force
reductions, forcing some tenants to leave the area in search of employment. As a
result, occupancy at the Property initially suffered, although occupancy reached
93% as of March 31, 2006. The Property had incurred significant capital
expenditures in order to remain competitive in the marketplace. As a result,
debt service coverage remained below an appropriate level as of December 31,
2005. Advances from the Local General Partner and Partnership Reserves allowed
the Property to remain current on its debt obligations. As a result of a prior
agreement, the Property was sold on June 23, 2006. This sale resulted in net
proceeds to the Partnership of $312,877, or $4.54 per Unit, and is expected to
generate 2006 taxable income of approximately $294,000, or $4.27 per Unit. The
Partnership may receive an immaterial amount of additional proceeds upon a final
accounting of this transaction. The Managing General Partner, in accordance with
and as permitted by the Partnership Agreement, has initially retained the entire
amount of net proceeds in Reserves. The Partnership no longer has an interest in
this 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 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. 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. These transfers are currently projected to
result in 2006 taxable income of approximately $223,000 and $196,000 for Cedar
Lane I and Silver Creek II, respectively, or a combined $6 per Unit. The
Partnership no longer has an interest in these two Local Limited Partnerships.
As previously reported, Bixel House, located in Los Angeles, California, had
experienced weak occupancy and operations for a number of quarters, and the
Property had 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 was entered into between the Managing General Partner and an
unaffiliated entity. The Partnership transferred its interest in this Local
Limited Partnership in June 2005, but retains a contingent receivable in the
amount of $100,000. This transfer, without accounting for the contingent
interest, will result in a 2006 taxable loss currently projected to be
approximately $740,000, or $11 per Unit. The Partnership no longer has an
interest in this Local Limited Partnership.
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, Hillwood Pointe, located in Jacksonville, Florida, was
sold in October 2005, with the Partnership receiving net proceeds of $1,707,382,
or approximately $25 per Unit. The sale resulted in taxable income of
$1,707,458, or $24.77 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 had posted a
Recapture Bond as this Property's Compliance Period expired on December 31,
2005. The Partnership no longer has an interest in this Local Limited
Partnership.
As previously reported, Rosecliff, located in Sanford, Florida, was sold on
March 15, 2006, resulting in net proceeds to the Partnership of $899,193, or $13
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 Compliance Period for this Property expired on December
31, 2005. The Partnership no longer has an interest in this Local Limited
Partnership.
As previously reported, 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 was in the best
interest of the Partnership. 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. These transfers are expected to result in
2006 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. The Partnership no longer has an
interest in these Local Limited Partnerships.
As previously reported, the Partnership's interest in the Local Limited
Partnership that owned Magnolia Villas, located in North Hollywood, California,
was disposed of on March 21, 2006, upon the sale of this Property. The
Partnership received net proceeds of $938,637, or $13.62 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.
This sale will result in 2006 taxable income projected to be approximately
$1,500,000, or $22 per Unit. The Partnership no longer has an interest in this
Local Limited Partnership.
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.
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, 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. Occupancy was 18% at March 31, 2006.
Efforts to increase curb appeal and increase qualified tenant traffic have not
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 was 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 Limited Partnership during the first
quarter of 2005. As of March 31, 2006, 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 advances were made during the three months ended
June 30, 2006.
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 was put to the replacement
Local General Partner. The Property generated its last Tax Credits during 2001.
The replacement 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 year ended December 31, 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 would transfer 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.
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, Schumaker Place, located in Salisbury, Maryland,
experienced operating difficulties in 2004 and through the three months ended
March 31, 2005. Since then, as a result of strong occupancy levels and the
effect of reduced interest expense resulting from the Local General Partner's
refinancing of the Property in July 2004, the Property has operated at above
breakeven. 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, 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, Virginia, on the sale of the
Partnership's interest.
As previously reported, the Managing General Partner and Local General Partner
have begun to explore an exit strategy that would allow for the Partnership's
sale of its interest in the Local Limited Partnership that owns and operates
Strathern Park, located in Los Angeles, California.
As previously reported, the Managing General Partner and Local General Partner
of Pinewood Pointe, located in Jacksonville, Florida have reached an agreement
that could result in the 2006 sale of this Property. However, rising property
insurance rates in the Florida region may hamper the actual sale of this
property.
The Managing General Partner anticipates that the Partnership's interest in the
Local Limited Partnership that owns Timothy House, Located in Towson, Maryland,
will be terminated upon the sale of the Property in 2007. Under the current
terms, this sale is expected to result in net proceeds to the Partnership of
approximately $1,500,000 or $22 per Unit. This sale would result in taxable
income projected to be approximately $230,000, or $3 per Unit.
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 June 30, 2006
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, 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, Inc.