Microsoft Word 11.0.6502;
February 14, 2007
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, 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-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, 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) - December 31, 2006 1
Statements of Operations (Unaudited) - For the Three and Nine
Months Ended December 31, 2006 and 2005 2
Statement of Changes in Partners' Equity
(Unaudited) - For the Nine Months Ended December 31,
2006 3
Statements of Cash Flows (Unaudited) - For the Nine
Months Ended December 31, 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 16
SIGNATURE 17
CERTIFICATIONS 18
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
4
BALANCE SHEET
December 31, 2006
(Unaudited)
Assets
Cash and cash equivalents $ 2,202,000
Restricted cash 18,873
Investment securities, at fair value 597,632
Investments in Local Limited Partnerships (Note 1) 5,378,022
Due from affiliate 26,220
Other assets 16,901
---------------
Total Assets $ 8,239,648
===============
Liabilities and Partners' Equity
Accrued expenses $ 29,633
Deferred revenue 18,873
---------------
Total Liabilities 48,506
---------------
General, Initial and Investor Limited Partners' Equity 8,192,378
Net unrealized losses on investment securities (1,236)
---------------
Total Partners' Equity 8,191,142
---------------
Total Liabilities and Partners' Equity $ 8,239,648
===============
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, 2006 and 2005
(Unaudited)
Three Months Ended Nine Months Ended
December 31, December 31, December 31, December 31,
2006 2005 2006 2005
---------------- ---------------- ---------------- ---------------
Revenue
Investment $ 85,868 $ 26,383 $ 247,456 $ 69,118
Other 77,520 33,860 243,783 118,583
---------------- ---------------- ---------------- ---------------
Total Revenue 163,388 60,243 491,239 187,701
---------------- ---------------- ---------------- ---------------
Expenses:
Asset management fees, affiliate 73,547 70,715 220,641 212,145
Provision for valuation allowance on
advances to Local Limited Partnerships,
net of recovery - (33,914) (106,457) 25,144
Provision for valuation allowance on
investments in Local Limited
Partnerships - - - 373,250
General and administrative
(includes reimbursement to affiliate
in the amounts of $94,808 and
$120,373 for the nine months ended
December 31, 2006 and 2005,
respectively) 94,092 100,929 203,255 275,883
Amortization 3,201 3,980 9,603 12,547
---------------- ---------------- ---------------- ---------------
Total Expenses 170,840 141,710 327,042 898,969
---------------- ---------------- ---------------- ---------------
Income (Loss) before equity in losses of
Local Limited Partnerships (7,452) (81,467) 164,197 (711,268)
Equity in losses of Local Limited
Partnerships (Note 1) (146,014) (177,928) (472,592) (465,456)
Gain on sale of investments in Local
Limited Partnerships - 1,486,225 1,849,254 1,486,225
---------------- ---------------- ---------------- ---------------
Net Income (Loss) $ (153,466) $ 1,226,830 $ 1,540,859 $ 309,501
================ ================ ================ ===============
Net Income (Loss) allocated:
General Partners $ (1,534) $ 12,268 $ 15,409 $ 3,095
Limited Partners (151,932) 1,214,562 1,525,450 306,406
---------------- ---------------- ---------------- ---------------
$ (153,466) $ 1,226,830 $ 1,540,859 $ 309,501
================ ================ ================ ===============
Net Income (Loss) Per Limited Partner
Unit (68,929 Units) $ (2.20) $ 17.62 $ 22.13 $ 4.45
================ ================ ================ ===============
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 Nine Months Ended December 31, 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
------------- -------------- -------------- ------------- --------------
Cash distribution (54,071) - (5,353,027) - (5,407,098)
------------- -------------- -------------- ------------- --------------
Comprehensive Income:
Change in net unrealized
losses on investment
securities available for sale - - - 8,102 8,102
Net Income 15,409 - 1,525,450 - 1,540,859
------------- -------------- -------------- ------------- --------------
Comprehensive Income 15,409 - 1,525,450 8,102 1,548,961
------------- -------------- -------------- ------------- --------------
Balance at December 31, 2006 $ 81,831 $ 5,000 $ 8,105,547 $ (1,236) $ 8,191,142
============= ============== ============== ============= ==============
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 Nine Months Ended December 31, 2006 and 2005
(Unaudited)
2006 2005
------------- ---------------
Net cash used for operating activities $ (265,563) $ (394,454)
Net cash provided by investing activities 4,306,862 380,624
Net cash used for financing activities (5,407,098) -
------------- --------------
Net decrease in cash and cash equivalents (1,365,799) (13,830)
Cash and cash equivalents, beginning 3,567,799 2,422,481
------------- --------------
Cash and cash equivalents, ending $ 2,202,000 $ 2,408,651
============= ==============
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 September 30, 2006 and 2005.
1. Investments in Local Limited Partnerships
The Partnership has limited partnership interests in fourteen 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 Huguenot Park and Westgate where the Partnership's ownership
interests are 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, 2006:
Capital contributions and advances paid to Local Limited Partnerships and
purchase
price paid to withdrawing partners of Local Limited Partnerships $ 34,938,322
Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
unrecognized losses of $3,760,298) (25,219,877)
Cumulative cash distributions received from Local Limited Partnerships (3,108,198)
---------------
Investments in Local Limited Partnerships before adjustments 6,610,247
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses 639,017
Cumulative amortization of acquisition fees and expenses (246,146)
---------------
Investments in Local Limited Partnerships before valuation allowance 7,003,118
Valuation allowance on investments in Local Limited Partnerships (1,625,096)
---------------
Investments in Local Limited Partnerships $ 5,378,022
===============
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 nine months ended December 31, 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 nine months ended December 31, 2006 is $1,506,473. For the nine months ended
December 31, 2006, the Partnership has not recognized $1,034,450 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 $569 were included in losses
recognized for the nine months ended December 31, 2006.
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
December 31, 2006 or 2005 or net income or losses for the three months ended
either December 31, 2006 or 2005. The following financial information represents
the performance of these Local Limited Partnerships for the three months ended
September 30, 2006 and 2005:
2006 2005
------------- ---------
Brookwood L.D.H.A
Revenue $ 146,609 $ 177,988
Net Loss $ (89,692) $ (14,921)
Circle Terrace Associates Limited Partnership
Revenue $ 644,592 $ 641,968
Net Income (Loss) $ 26,005 $ (25,286)
Woodlake Hills Limited Partnership
Revenue N/A $ 241,937
Net Loss N/A $ (80,696)
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 ($5,378,022
at December 31, 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 December 31, 2006, the Partnership had cash and cash equivalents of
$2,202,000 compared with $3,567,799 at March 31, 2006. The decrease is primarily
attributable to the payment of a cash distribution and cash used for operations.
These effects were partially offset by proceeds received from the sale of
investments in Local Limited Partnerships, the maturity of investment
securities, cash distributions received from Local Limited Partnerships, and the
reimbursement of advances to Local Limited Partnerships.
The Managing General Partner initially designated 4% of the Gross Proceeds as
Reserves as defined in the Partnership Agreement. The Reserves were established
to be used for working capital of the Partnership and contingencies related to
the ownership of Local Limited Partnership interests. The Managing General
Partner may increase or decrease such Reserves from time to time, as it deems
appropriate. At December 31, 2006, approximately $1,838,000 of cash and cash
equivalents has been designated as Reserves.
To date, professional fees relating to various Property issues totaling
approximately $303,000 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, 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 December 31, 2006, the Partnership had
no contractual or other obligation to any Local Limited Partnership which had
not been paid or provided for.
Cash Distributions
A cash distribution of $5,407,098 was made during the nine months ended December
31, 2006.
Results of Operations
Three Month Period
The Partnership's operations for the three months ended December 31, 2006
resulted in a net loss of $153,466 as compared to net income of $1,226,830 for
the same period in 2005. The decrease in net income is primarily attributable to
a decrease in gain on sale of investments in Local Limited Partnerships,
partially offset by an increase in investment revenue and an increase in other
income. The decrease 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 recorded during the period ending December 31, 2005. 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 December 31, 2005. The increase in other income is the
due to an increase in distributions from Local Limited Partnerships with
carrying values of zero.
<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)
Results of Operations (continued)
Nine Month Period
The Partnership's operations for the nine months ended December 31, 2006
resulted in net income of $1,540,859 as compared to net income of $309,501 for
the same period in 2005. The increase in net income is primarily attributable to
a decrease in provision for valuation of investments in Local Limited
Partnerships, an increase in gain on sale of investments in Local Limited
Partnerships, an increase in investment revenue, a decrease in provision for
valuation of advances to Local Limited Partnerships, and an increase in other
income. The decrease in provision for valuation allowance on investments is due
to the Partnership recording an impairment allowance for its investments in
certain Local Limited Partnerships during the nine months ended December 31,
2005. 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 two Local Limited
Partnerships during the nine months ended December 31, 2006. The increase in
investment revenue is primarily attributable to an increase in invested balances
arising from the Partnership's sale of properties subsequent to December 31,
2005. The decrease in provision for valuation of advances to Local Limited
Partnerships is the result of an increase in reimbursements of advances made to
Local Limited Partnerships during the nine months ended December 31, 2006. The
increase in other income is the due to an increase in distributions from Local
Limited Partnerships with carrying values of zero.
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 December 31, 2006, the Partnership's investment portfolio consisted of
limited partnership interests in fourteen 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 $1,513 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.
In December 2006, the Partnership distributed $5,407,098, or $77.66 per Unit to
Limited Partners. The source of this distribution is from Sale or Refinancing
Proceeds of previously reported dispositions of the Partnership's interest in
fourteen Local Limited Partnerships and the refinancing of debt on one Property.
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)
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. Beginning in 2006
and continuing through 2008, the Compliance Periods of the fourteen 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. Two of the Local
Limited Partnerships in which the Partnership had an interest were as disposed
of during the nine months ended December 31, 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.
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. The motion to dismiss has
not yet been decided. The originally scheduled final hearings in August and
October 2006 were adjourned at the request of the parties as discussions
concerning a possible negotiated resolution of the matter are ongoing. If a
settlement is not reached, the final hearing likely will take place in February
or March 2007.
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
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)
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 is
continuing in this matter, but no activity has taken place in recent months as
the parties have been discussing whether a negotiated resolution of the matter
is possible.
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.
Property Discussions
Many of the Properties in which the Partnership has an interest have stabilized
operations and operated at above breakeven as of September 30, 2006. 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 had
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,
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)
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 $334,262, or $4.85 per Unit, and is expected to
generate 2006 taxable income of approximately $315,000, or $4.53 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, initially retained the entire
amount of net proceeds in Reserves. In December 2006, the Managing General
Partner distributed a significant portion of the net proceeds to the Limited
Partners. 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, initially retained the entire amount of
net proceeds from the sale in Reserves. In December 2006, the Managing General
Partner distributed a significant portion of the net proceeds to Limited
Partners. These transfers are 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, initially retaining a contingent receivable in
the amount of $100,000. The Partnership subsequently received $100,000 in July
2006. The Managing General Partner, in accordance with and as permitted by the
Partnership Agreement, initially retained the entire amount of net proceeds from
the sale in Reserves. In December 2006, the Managing General Partner distributed
a significant portion of the net proceeds to the Limited Partners. This transfer
will result in a 2006 taxable loss projected to be approximately $633,000, or $9
per Unit. The Partnership no longer has an interest in this Local Limited
Partnership.
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 2005 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, initially retained the entire
amount of net proceeds from the sale in Reserves. In December 2006, the Managing
General Partner distributed a significant portion of the net proceeds to the
Limited Partners. 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. This sale will result in 2006 taxable income projected to be
approximately $2,400,000, or $35 per Unit. The Managing General Partner, in
accordance with and as permitted by the Partnership Agreement, initially
retained the entire amount of net proceeds from the sale in Reserves. In
December 2006, the Managing General Partner distributed a significant portion of
the net proceeds to the Limited
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)
Partners. 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, initially retained the entire
amount of net proceeds from the sale in Reserves. In December 2006, the Managing
General Partner distributed a significant portion of the net proceeds to the
Limited Partners. 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, initially retained the entire amount of net proceeds from the sale in
Reserves. In December 2006, the Managing General Partner distributed a
significant portion of the net proceeds to the Limited Partners. 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, initially retained the entire amount of net proceeds in
Reserves. In December 2006, the Managing General Partner distributed a
significant portion of the net proceeds to the Limited Partners. 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. Occupancy was 18% at September 30, 2006.
Efforts to increase curb appeal and increase qualified tenant traffic have only
slightly 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 September 30, 2006, the replacement Local General Partner
has contributed in excess of $440,000 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
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)
amount any time after the Property's Compliance Period ends on December 31,
2006. The Managing General Partner presently plans to transfer the Partnership's
interest in early 2007. Although Partnership Reserves have been utilized in the
past to fund the Property's debt service obligations, no such advances were made
during the nine months ended December 31, 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. 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 Managing General Partner presently plans to transfer
the Partnership's interest in early 2007. 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, Carib II
operated at above breakeven while Carib III operated at slightly below breakeven
for the nine months ending September 30, 2006. 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 Managing General Partner will exercise the Partnership's put options and
dispose of its interest in these two Local Limited Partnership in early 2007.
The plan includes provisions to minimize the risk of recapture.
As previously reported, Schumaker Place, located in Salisbury, Maryland,
continues to operate at above breakeven 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. 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, the Managing General Partner and Local General Partner
were exploring 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. In September 2006, the Partnership
assigned its interest to the
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Property Discussions (continued)
Local General Partner in exchange for net sales proceeds of $1,600,000 or $23.21
per Unit. This disposition is projected to result in 2006 taxable income of
approximately $10,800,000 or $157 per Unit. The Partnership no longer has an
interest in this Local Limited Partnership.
As previously reported, 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 2007 taxable income projected to be approximately $230,000, or $3 per
Unit.
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 early 2007 sale of this Property. Under the current
terms, this sale is expected to result in net proceeds to the Partnership of
approximately $3,775,000 or $54 per Unit. This sale would result in 2007 taxable
income projected to be approximately $3,900,000, or $52 per Unit.
As previously reported, an agreement had not yet been reached between the
Managing General Partner and the Local General Partner of Oaks of Dunlop,
located in Colonial Heights, Virginia, on the sale of the Partnership's
interest. In December 2006, the Local General Partner agreed to the purchase of
the Partnership's interest in this Local Limited Partnership. Under the present
terms of the agreement, the Managing General Partner estimates that the
Partnership will receive approximately $2,300,000 or $33 per Unit. This sale,
expected to occur in early 2007, will result in 2007 taxable income projected to
be approximately $2,200,000, or $32 per Unit.
The Managing General Partner anticipates that the Partnership's interest in the
Local Limited Partnership that owns Park Caton, located in Catonsville,
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 $1,800,000 or $22 per Unit. This sale would result
in 2007 taxable income projected to be approximately $2,600,000, or $38 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 December 31, 2006
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, 2007 BOSTON FINANCIAL QUALIFIED HOUSING
TAX CREDITS L.P. V
By: Arch Street VIII, Inc.,
its Managing General Partner
/s/Gary Mentesana
Gary Mentesana
President
Arch Street VIII, Inc.