November 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 September 30, 2007
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/Patricia Olsen-Goldberg
Patricia Olsen-Goldberg
Controller
QH5-Q2.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 September 30, 2007
-------------------------
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) - September 30, 2007 1
Statements of Operations (Unaudited) - For the Three and Six
Months Ended September 30, 2007 and 2006 2
Statement of Changes in Partners' Equity (Unaudited) -
For the Six Months Ended September 30, 2007 3
Statements of Cash Flows (Unaudited) - For the Six
Months Ended September 30, 2007 and 2006 4
Notes to the Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3. Controls and Procedures 14
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
September 30, 2007
(Unaudited)
Assets
Cash and cash equivalents $ 938,226
Restricted cash 19,435
Investments in Local Limited Partnerships (Note 1) 4,001,984
---------------
Total Assets $ 4,959,645
===============
Liabilities and Partners' Equity
Due to affiliate $ 746,745
Accrued expenses 49,438
Deferred revenue 19,435
---------------
Total Liabilities 815,618
---------------
General, Initial and Investor Limited Partners' Equity 4,144,027
---------------
Total Liabilities and Partners' Equity $ 4,959,645
===============
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 Six Months Ended September 30, 2007 and 2006
(Unaudited)
Three Months Ended Six Months Ended
September 30, September 30, September 30, September 30,
2007 2006 2007 2006
---------------- ---------------- ---------------- ----------
Revenue
Investment $ 151,828 $ 83,298 $ 158,992 $ 161,588
Recovery of provision for valuation
allowance on advances to Local
Limited Partnerships 200,000 - - 106,457
Other 30,000 (48,295) 189,487 166,263
---------------- ---------------- ---------------- ----------------
Total Revenue 381,828 35,003 348,479 434,308
---------------- ---------------- ---------------- ----------------
Expenses:
Asset management fees, affiliate 75,386 73,547 150,772 147,094
General and administrative (includes reimbursement
to affiliate in the amounts of $66,858 and $93,454
for the six months ended September 30, 2007
and 2006,
respectively) 88,881 98,697 159,275 109,163
Amortization 236 3,201 2,317 6,402
---------------- ---------------- ---------------- ----------------
Total Expenses 164,503 175,445 312,364 262,659
---------------- ---------------- ---------------- ----------------
Income (Loss) before equity in losses
of Local Limited Partnerships 217,325 (140,442) 36,115 171,649
Equity in losses of Local Limited
Partnerships (Note 1) (322,479) (146,064) (377,031) (326,578)
Gain on sale of investments in Local
Limited Partnerships 3,023,069 1,621,385 7,514,742 1,849,254
---------------- ---------------- ---------------- ----------------
Net Income $ 2,917,915 $ 1,334,879 $ 7,173,826 $ 1,694,325
================ ================ ================ ================
Net Income allocated:
General Partners $ 29,179 $ 13,349 $ 71,738 $ 16,943
Limited Partners 2,888,736 1,321,530 7,102,088 1,677,382
---------------- ---------------- ---------------- ----------------
$ 2,917,915 $ 1,334,879 $ 7,173,826 $ 1,694,325
================ ================ ================ ================
Net Income Per Limited Partner
Unit (68,929 Units) $ 41.91 $ 19.17 $ 103.04 $ 24.33
================ ================ ================ ================
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
For the Six Months Ended September 30, 2007
(Unaudited)
Initial Investor Net
General Limited Limited Unrealized
Partners Partner Partners Losses Total
Balance at March 31, 2007 $ 78,109 $ 5,000 $ 7,737,092 $ (124) $ 7,820,077
------------- -------------- -------------- ------------- --------------
Cash distribution (162,500) - (10,687,500) - (10,850,000)
------------- -------------- -------------- ------------- --------------
Comprehensive Income:
Change in net unrealized
losses on investment
securities available for sale - - - 124 124
Net Income 71,738 - 7,102,088 - 7,173,826
------------- -------------- ------------- ------------- -----------
Comprehensive Income 71,738 - 7,102,088 - 7,173,950
------------- -------------- -------------- ------------- -----------
Balance at September 30, 2007 $ (12,653) $ 5,000 $ 4,151,680 $ - $ 4,144,027
============= ============== ============== ============= ==============
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 Six Months Ended September 30, 2007 and 2006
(Unaudited)
2007 2006
-------------- --- --------
Net cash provided by operating activities $ 620,612 $ 80,197
Net cash provided by investing activities 8,488,187 4,526,466
Net cash used for financing activities (10,850,000) -
-------------- -------------
Net increase (decrease) in cash and cash equivalents (1,741,201) 4,606,663
Cash and cash equivalents, beginning 2,679,427 3,567,799
-------------- -------------
Cash and cash equivalents, ending $ 938,226 $ 8,174,462
============== =============
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, 2007. 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 June 30, 2007 and 2006.
Generally, profits, losses, tax credits and cash flows from operations are
allocated 99% to the Limited Partners and 1% to the General Partners. Net
proceeds from a sale or refinancing will be allocated 95% to the Limited
Partners and 5% to the General Partners after certain priority payments. The
General Partners may have an obligation to fund deficits in their capital
accounts, subject to limits set forth in the Partnership Agreement. However, to
the extent that the General Partners' capital accounts are in a deficit
position, certain items of net income may be allocated to the General Partners
in accordance with the Partnership Agreement.
1. Investments in Local Limited Partnerships
The Partnership has limited partnership interests in eight 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, where the Partnership's ownership interest is
88.55%. 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
September 30, 2007:
Capital contributions and advances paid to Local Limited Partnerships and purchase
price paid to withdrawing partners of Local Limited Partnerships 19,615,248
Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
unrecognized losses of $1,522,757) (15,657,935)
Cumulative cash distributions received from Local Limited Partnerships (195,969)
---------------
Investments in Local Limited Partnerships before adjustments 3,761,344
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses 398,987
Cumulative amortization of acquisition fees and expenses (158,347)
---------------
Investments in Local Limited Partnerships $ 4,001,984
===============
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 six months ended September 30, 2007, the Partnership advanced $200,000
to one of the Local Limited Partnerships, none of which was reserved.
The Partnership's share of the net losses of the Local Limited Partnerships for
the six months ended September 30, 2007 is $615,305. For the six months ended
September 30, 2007, the Partnership has not recognized $264,941 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 $26,667 were included in losses
recognized for the six months ended September 30, 2007.
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
September 30, 2007 or 2006 or net losses for the three months ended either
September 30, 2007 or 2006. The following financial information represents the
performance of these Local Limited Partnerships for the three months ended June
30, 2007 and 2006:
2007 2006
--------------- ---------
Brookwood L.D.H.A
Revenue $ 112,829 $ 127,441
Net Loss $ (93,252) $ (71,492)
Circle Terrace Associates Limited Partnership
Revenue $ 800,004 $ 621,099
Net Loss $ (142,979) $ (9,966)
Kensington Place Townhomes, A Limited Partnership (1)
Revenue N/A $ 327,546
Net Loss N/A $ (59,879)
Woodlake Hills Limited Partnership
Revenue $ 200,405 $ 270,302
Net Loss $ (140,667) $ (79,684)
(1) 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
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 ($4,001,984
at September 30, 2007). 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 September 30, 2007, the Partnership had cash and cash equivalents of
$938,226, compared with $2,679,427 at March 31, 2007. The decrease is primarily
attributable to a cash distribution paid to general and limited partners and
advances to Local Limited Partnerships. These effects are partially offset by
proceeds received from the sale of investments in Local Limited Partnerships,
cash distributions received from Local Limited Partnerships, cash received from
the maturity of investment securities, and net cash provided by 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 September 30, 2007, approximately $938,000 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
September 30, 2007, the Partnership has advanced approximately $689,000 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 September 30, 2007, 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 $10,850,000 was made during the six months ended
September 30, 2007.
Results of Operations
Three Month Period
The Partnership's results of operations for the three months ended September 30,
2007 resulted in net income of $2,917,915 as compared to net income of
$1,334,879 for the same period in 2006. The increase in net income is primarily
attributable to an increase in gain on sale of investments in Local Limited
Partnerships, a decrease in provision for valuation allowance on advances to
Local Limited Partnerships, an increase in other income, and an increase in
investment income. These effects were partially offset by an increase in equity
in losses of Local Limited Partnerships. 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 current
quarter. The decrease in provision for valuation allowance on advances to Local
Limited Partnerships results from the reversal of a previously recorded
provision for valuation allowance on advances to one Local Limited Partnership
in the three months ended September 30, 2007. The increase in other income is
primarily attributable to an increase in cash received from previously disposed
Local Limited Partnerships. The Partnership had an increase in investment
revenue during the period ended September 30, 2007 related to the reimbursement
of 2006 interest that the Partnership had lost while its cash was invested in
below-market interest bearing accounts. The increase in equity in losses of
Local Limited Partnerships is due to an increase in operating expenses at some
of the Properties.
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)
Six Month Period
The Partnership's results of operations for the six months ended September 30,
2007 resulted in net income of $7,173,826 as compared to net income of
$1,694,325 for the same period in 2006. The increase in net income is primarily
attributable to an increase in gain on sale of investments in Local Limited
Partnerships and an increase in other income, partially offset by an increase in
provision for valuation allowance on advances to Local Limited Partnerships, an
increase in general and administrative expenses, and an increase in equity in
losses of Local Limited Partnerships. 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 four Local Limited Partnerships during the six months
ended September 30, 2007. The increase in other income is attributable to cash
received from Local Limited Partnerships that were sold in the year ending March
31, 2007. The increase in provision for valuation allowance on advances to Local
Limited Partnerships is the result of reimbursements of advances made to Local
Limited Partnerships during the six months ended September 30, 2006. The
increase in general and administrative expenses is the result of a credit
received for monitoring fees in the six months ending September 30, 2006 and an
increase in accounting expense, partially offset by a decrease in legal and
salary expenses. The increase in equity in losses of Local Limited Partnerships
is primarily attributable to an increase in operating expenses at some of the
Properties.
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 September 30, 2007, the Partnership's investment portfolio consisted of
limited partnership interests in eight 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 $1,514 per Limited Partner Unit,
with an immaterial amount of Tax Credits expected to be generated through 2008.
The aggregate amount of Tax Credits generated by the Partnership is consistent
with the objectives specified in the Partnership's prospectus.
In September 2007, the Partnership distributed $10,687,500 or $155.05 per unit
to Limited Partners. The source of this distribution was primarily from sale
proceeds of previously reported dispositions of the Partnership's interest in
four Local Limited Partnerships. In December 2006, the Partnership distributed
$5,353,027, 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.
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. The compliance
period for all but one of the eight Properties, in which the Partnership has an
interest, have expired. The compliance period for the remaining Property expires
on December 31, 2007. The Managing General Partner has negotiated agreements
that will ultimately allow the Partnership to dispose of its interest in four
Local Limited Partnerships. Four of the Local Limited Partnerships in which the
Partnership had an interest were disposed of during the six months ended
September 30, 2007.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Portfolio Update (continued)
The Managing General Partner will continue to closely monitor the operations of
the Properties during the Compliance 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.
The Partnership is not a party to any pending legal or administrative
proceeding, and to the best of its knowledge, no legal or administrative
proceeding is threatened or contemplated against it.
Property Discussions
Six of the eight Properties in which the Partnership has an interest have
stabilized operations and operated at above breakeven as of June 30, 2007. Four
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,
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 resulted in 2006
taxable income of $202,268, or $2.93 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, 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
resulted in a 2006 taxable loss of $633,289, or $9.19 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, 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 resulted in 2006 taxable income of $2,792,661, or $40.52 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
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, 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, New Center, located in Detroit, Michigan, had
experienced operating difficulties for several years. The Property suffered from
poor location and security issues. An increase in maintenance and repair
expenses, caused by vandalism, negatively affected the Property's occupancy
levels and tenant profile. Occupancy was 24% at December 31, 2006. Efforts to
increase curb appeal and increase qualified tenant traffic had only slightly
improved occupancy. Advances from the former Local General Partner and the
Partnership enabled the Property to remain current on its mortgage obligations.
Due to the Property's continuing struggles, the Managing General Partner was
concerned about its long-term viability and 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 December 31, 2006, the
replacement Local General Partner has contributed in excess of $448,000 toward
capital improvements and had 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. Effective February 1, 2007, the Managing General Partner disposed of
the Partnership's interest in New Center. This disposition will result in 2007
taxable income projected to be approximately $1,500,000, or $22 per Unit. The
Partnership did not receive any proceeds from this transaction. The Partnership
no longer has an interest in this Local Limited Partnership.
As previously reported regarding Westgate, located in Bismarck, 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 Property generated its last Tax Credits during 2001.
The replacement Local General Partner also had the right to call the remaining
interest after the Property's Compliance Period expires on December 31, 2006.
Effective February 5, 2007, the Managing General Partner disposed of the
Partnership's interest in Westgate. This disposition will result in a 2007
taxable loss projected to be approximately $56,000, or $0.81 per Unit. The
Partnership did not receive any proceeds from this transaction. 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, the Managing General Partner assigned its interest in
the Local Limited Partnership that owns and operates Strathern Park, located in
Los Angeles, California, to the Local General Partner, in September 2006, in
exchange for net sales proceeds of $1,600,000 or $23.21 per Unit. This
disposition resulted in 2006 taxable income of $9,108,717, or $132.50 per Unit.
The Partnership no longer has an interest in this Local Limited Partnership.
As previously reported, the Managing General Partner anticipated that the
Partnership's interest in the Local Limited Partnership that owns Timothy House,
located in Towson, Maryland, would be terminated upon the sale of the Property
in 2007. The Property was sold on September 1, 2007, effectively terminating the
Partnership's interest in the Local Limited Partnership. This sale resulted in
net proceeds to the Partnership of $1,610,200, or $23.36 per Unit. This sale
will result in 2007 taxable income projected to be approximately $340,000, or
$4.93 per Unit. The Partnership no longer has an interest in this Local Limited
Partnership.
As previously reported, in April 2000, due to poor operations, the site
management company for Carib II and Carib III, located in St. Croix, U. S.
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 for the six month period ending June 30, 2007. Due
to an increase in insurance costs, and despite acceptable occupancy levels,
Carib III operated at below breakeven for the six month period ending June 30,
2007. 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. In April 2007, the Managing General Partner entered into
an agreement with the Local General Partner that would, pending United States
Department of Agriculture/Rural Development Services ("RD") approval, allow for
the sale of the Property. Under the terms of the agreement, the Partnership's
interests in the Local Limited Partnerships that own Carib II and Carib III,
will be terminated within five business days of RD approval of the sale of the
Property. The Managing General Partner expects this transaction to occur in 2007
and not result in any net proceeds to the Partnership. These transactions, if
consummated in 2007, would result in 2007 taxable income projected to be
approximately $680,000, or $9.87 per Unit.
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, Pinewood Pointe, located in Jacksonville, Florida, was
sold on June 15, 2007, resulting in net proceeds to the Partnership of
$4,162,299, or $60.39 per Unit. This sale will result in 2007 taxable income
projected to be approximately $4,100,000, or $59.48 per Unit. The Managing
General Partner, in accordance with and as permitted by the Partnership
Agreement, will initially retain the entire amount of net proceeds from the sale
in Reserves. 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, in February 2007, the Managing General Partner received
notification from the Local General Partner of Westover Station, located in
Newport News, Virginia, of its intent to exercise their right of first refusal
to purchase the Partnership's interest in the Local Limited Partnership. On June
30, 2007, the Local General Partner exercised their right to purchase the
Property. This transaction resulted in net sales proceeds to the Partnership of
$329,374, or $4.78 per Unit. This sale will result in 2007 taxable income
projected to be approximately $1,200,000, or $17.41 per Unit. The Managing
General Partner, in accordance with and as permitted by the Partnership
Agreement, will initially retain the entire amount of net proceeds from the sale
in Reserves. The Partnership no longer has an interest in this Local Limited
Partnership.
As previously reported, in December 2006, the Local General Partner of Oaks of
Dunlop, located in Colonial Heights, Virginia, agreed to the purchase of the
Partnership's interest in this Local Limited Partnership. On August 9, 2007, the
Partnership sold its Local Limited Partnership interest for $2,400,000, or
$34.82 per Unit. This sale is expected to result in 2007 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, will
initially retain the entire amount of net proceeds from the sale in Reserves.
The Partnership no longer has an interest in this Local Limited Partnership.
As previously reported, the Managing General Partner anticipates the disposition
of the Partnership's interest in the Local Limited Partnership that owns Park
Caton, located in Catonsville, Maryland, 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 $26 per Unit. This sale would result
in 2007 taxable income projected to be approximately $2,600,000, or $38 per
Unit.
As previously reported, with respect to the Partnership, a Settlement Agreement
providing an option, subject to various conditions, to purchase the
Partnership's interest in Circle Terrace Associates, L.P., located in Lansdowne,
MD for a price of $4,250,000, was not exercised. The Managing General Partner
will explore an alternative exit strategy for this Local Limited Partnership
interest.
The Managing General Partner is currently estimating an early 2008 disposition
of the Partnership's interest in the Local Limited Partnership that owns and
operates Brookwood, located in Ypsilanti, Michigan. The Managing General Partner
does not expect the Partnership to receive any proceeds from this transaction,
as the outstanding debt on the Property is expected to exceed the realizable
value of the Property. This disposition is expected to result in taxable income
projected to be approximately $777,000, or $11.27 per Unit.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this report, with the participation of
the Partnership's management, the Partnership's principal executive officer and
principal financial officer conducted an evaluation of the Partnership's
disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) under the Exchange Act). Based on this evaluation, our PEO and PFO
concluded that our disclosure controls and procedures were effective as of
September 30, 2007, to provide reasonable assurance that information required to
be disclosed in our reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms.
(b) Changes in Internal Control over Financial Reporting.
During the quarter ended September 30, 2007, the Partnership completed
implementation of the following control improvements to remediate the material
weaknesses existing as of March 31, 2007:
Controls over Monitoring of Contractual Agreements
o As part of the remediation plan, management initiated changes in processes and
controls including:
o the refund of lost interest;
o restricting authority to the corporate treasury department over the opening,
closing, investment and movement of cash accounts;
o the engagement of the corporate legal department to perform due diligence
on new agreements to assure compliance with existing agreements; and
o the development and implementation of a fiduciary and conflicts policy
that provides guidance to personnel on conflict management.
Controls over Recording Equity in Income/Losses
o Management now performs a more detailed review and analysis of
quarterly financial data and audited financial statements received
from its investees to assure proper accounting in the appropriate
period. Specifically, investee audited financial statements are
reviewed for unusual events (such as a fire) to assure proper
accounting in the appropriate period. Quarterly, where warranted,
commencing in the quarter ended September 30, 2007, management
will expand the scope of line items tested for reasonableness in
comparison to prior year financial statements.
There were no other changes in the Partnership's internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
of the Securities and Exchange Act Rules 13a-15 or 15d-15 that occurred during
the quarter ended September 30, 2007 that affected, or were reasonably likely to
affect, the Partnership's internal control over financial reporting.
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
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
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: November 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.