UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 2008
-----------------------------------
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 .
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer___ Accelerated Filer ___
Non-accelerated filer ___ (Do not check if a Smaller reporting company X
smaller reporting company) ____
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes No X .
___ ____
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, 2008 1
Statements of Operations (Unaudited) - For the Three and Nine
Months Ended December 31, 2008 and 2007 2
Statement of Changes in Partners' Equity (Unaudited) -
For the Nine Months Ended December 31, 2008 3
Statements of Cash Flows (Unaudited) - For the Nine
Months Ended December 31, 2008 and 2007 4
Notes to the Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. 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
December 31, 2008
(Unaudited)
Assets
_______
Cash and cash equivalents $ 2,181,247
Restricted cash 19,580
Investments in Local Limited Partnerships (Note 1) 1,344,465
------------------------
Total Assets $ 3,545,292
========================
Liabilities and Partners' Equity
________________________________
Due to affiliate(s) $ 87,814
Accrued expenses 42,997
Deferred revenue 19,580
------------------------
Total Liabilities 150,391
------------------------
General, Initial and Investor Limited Partners' Equity 3,394,901
------------------------
Total Liabilities and Partners' Equity $ 3,545,292
========================
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, 2008 and 2007
(Unaudited)
Three Months Ended Nine Months Ended
December 31, December 31, December 31, December 31,
2008 2007 2008 2007
--------------- ------------- --------------- ------------
Revenue
Investment $ 10,352 $ 7,364 $ 30,351 $166,356
Recovery of provision for valuation
allowance on advances to
Local Limited Partnerships (Note 1) - - 160,000 -
Other - 7,408 153,491 196,895
--------------- ------------- --------------- ------------
Total Revenue 10,352 14,772 343,842 363,251
--------------- ------------- --------------- ------------
Expenses::
Asset management fees, affiliate 78,476 75,386 235,428 226,158
Provision for valuation allowance on
investments in Local Limited
Partnerships (Note 1) 2,364,000 - 2,364,000 -
General and administrative
(includes reimbursement to affiliate
in he amounts of $21,524 and $78,549
for the nine months ended
December 31, 2008 and 2007,
respectively) 27,000 57,101 98,830 216,376
Amortization 1,275 3,452 4,015 5,769
--------------- ------------- --------------- ------------
Total Expenses 2,470,751 135,939 2,702,273 448,303
--------------- ------------- --------------- ------------
Loss before equity in income (losses)
of Local Limited Partnerships and gain
(loss) on sale of investments in
Local Limited Partnerships (2,460,399) (121,167) (2,358,431) (85,052)
Equity in income (losses) of Local Limited
Partnerships (Note 1) 272,757 261,268 362,860 (115,763)
Gain (loss) on sale of investments in Local
Limited Partnerships (Note 1) - 2,057,189 (43,668) 9,571,931
--------------- ------------- --------------- ------------
Net Income (Loss) $(2,187,642) $2,197,290 $(2,039,239) $9,371,116
=============== ============= =============== ============
Net Income (Loss) allocated:
General Partners $(21,876) $ 21,973 $(20,392) $ 93,711
Limited Partners (2,165,766) 2,175,317 (2,018,847) 9,277,405
--------------- ------------- --------------- ------------
$(2,187,642) $2,197,290 $(2,039,239) $9,371,116
=============== ============= =============== ============
Net Income (Loss) Per Limited Partner
Unit (68,929 Units) $ (31.42) $ 31.56 $ (29.29) $ 134.59
=============== ============= =============== ============
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, 2008
(Unaudited)
Initial Investor
General Limited Limited
Partners Partner Partners Total
--------------- -------------- --------------- --------------
Balance at March 31, 2008 $ 54,248 $ 5,000 $5,374,892 $5,434,140
Net Loss (20,392) - (2,018,847) (2,039,239)
--------------- -------------- --------------- --------------
Balance at December 31, 2008 $ 33,856 $ 5,000 $3,356,045 $3,394,901
=============== ============== =============== ==============
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, 2008 and 2007
(Unaudited)
2008 2007
---------------- ----------------
Net cash provided by (used for) operating activities $ (240,873) $ 103,565
Net cash provided by investing activities 236,855 10,545,376
Net cash used for financing activities - (10,850,000)
---------------- ----------------
Net decrease in cash and cash equivalents (4,018) (201,059)
Cash and cash equivalents, beginning 2,185,265 2,679,427
---------------- ----------------
Cash and cash equivalents, ending $ 2,181,247 $ 2,478,368
================ ================
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-Q 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, 2008. 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 Partnership 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, 2008 and 2007.
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 a limited partnership interest in one Local Limited
Partnership which was organized for the purpose of owning and operating
multi-family housing complexes, and is government-assisted. The Partnership's
ownership interest in the Local Limited Partnership is 99%. The Partnership may
have negotiated or may negotiate options with the Local General Partners to
purchase or sell the Partnership's interest in the Local Limited Partnership at
the end of the Compliance Period at nominal prices. In the event that the Local
Limited Partnership is sold to third parties or upon dissolution of the Local
Limited Partnership, proceeds will be distributed according to the terms of the
Local Limited Partnership agreement.
The following is a summary of the investment in Local Limited Partnership at
December 31, 2008:
Capital contributions paid to Local Limited Partnership
and purchase price paid to withdrawing partners of Local Limited Partnership $ 5,811,236
Cumulative equity in losses of Local Limited Partnership (2,178,730)
Cumulative cash distributions received from Local Limited Partnership (19,610)
--------------------
Investment in Local Limited Partnership before adjustments 3,612,896
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses 178,600
Cumulative amortization of acquisition fees and expenses (83,031)
--------------------
Investment in Local Limited Partnership before valuation allowance 3,708,465
Valuation allowance on investment in Local Limited Partnership (2,364,000)
--------------------
Investment in Local Limited Partnership $ 1,344,465
====================
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, 2008, the Partnership was reimbursed
$160,000 from one of the Local Limited Partnerships for advances made in prior
years. The Partnership has 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 income of the Local Limited Partnerships for
the nine months ended December 31, 2008 is $218,419. For the nine months ended
December 31, 2008, the Partnership has not recognized $144,441 of equity in
losses relating to certain Local Limited Partnerships in which cumulative equity
in losses and cumulative distributions exceeded its total investments in these
Local Limited Partnerships.
During the nine months ended December 31, 2008, the Partnership sold its
interests in three Local Limited Partnerships, resulting in a net loss of
$43,668.
2. New Accounting Principle
FIN48-3
In December 2008, the Financial Accounting Standards Board (`FASB") issued
Interpretation No. 48-3 "Effective Date of FASB Interpretation No. 48 for
Certain Nonpublic Enterprises" ("FIN48-3"). FIN48-3 deferred the effective date
of FIN48 for certain nonpublic organizations. The deferred effective date is
intended to give the FASB additional time to develop guidance on the application
of FIN48 by pass-through and not-for-profit entities. The General Partner may
modify the Partnership's disclosures if the FASB's guidance regarding the
application of FIN48 to pass-through entitites changes.
SFAS No. 157
In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157, "Fair Value Measurements" ("SFAS No. 157"), which provides enhanced
guidance for using fair value to measure assets and liabilities. SFAS No. 157
establishes a common definition of fair value, provides a framework for
measuring fair value under U.S. generally accepted accounting principles and
expands disclosure requirements about fair value measurements. SFAS No. 157 is
effective for financial statements issued in fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. In February
2008, the FASB issued FASB Staff Position 157-2, "Effective Date of FASB
Statement No. 157", which delays the effective date of SFAS No. 157 for all
nonfinancial assets and liabilities except those that are recognized or
disclosed at fair value in the financial statements on at least an annual basis
until November 15, 2008. The Partnership adopted the provisions of SFAS No. 157
for financial assets and liabilities recognized at fair value on a recurring
basis effective April 1, 2008. The partial adoption of SFAS No. 157 did not have
a material impact on the Partnership's Financial Statements. The Partnership
does not expect the adoption of the remaining provisions of SFAS No. 157 to have
a material effect on the Partnership's financial position, operations or cash
flow. This standard requires that a Partnership measure its financial assets and
liabilities using inputs from the three levels of the fair value hierarchy. A
financial asset or liability classification within the hierarchy is determined
based on the lowest level input that is significant to the fair value
measurement. The three levels are as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for
identical assets or liabilities that the Partnership has the
ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or
similar assets or liabilities in markets that are not active,
inputs other than quoted prices that are observable for the
asset or liability and inputs that are derived principally from
or corroborated by observable market data by correlation or
other means (market corroborated inputs).
Level 3 - Unobservable inputs reflect the Partnership's judgments
about the assumptions market participants would use in pricing
the asset or liability since limited market data exists. The
Partnership develops these inputs based on the best information
available, including the Partnership's own data.
Financial assets accounted for at fair value on a recurring basis at December
31, 2008 include cash equivalents of $2,181,247.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
3 Significant Subsidiaries
The following Local Limited Partnership invested in by the Partnership
represents more than 20% of the Partnership's total assets or equity as of
December 31, 2008 or 2007 or net losses for the three months ended either
December 31, 2008 or 2007. The following financial information represents the
performance of this Local Limited Partnership for the six months ended September
30, 2008 and 2007:
2008 2007
---------------- ---------------
Circle Terrace Associates Limited Partnership
Revenue $ 683,744 $ 667,288
Net Income $ 275,512 $ 265,387
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 use of
words like "anticipate, "intend," "project," "plan," "expect," "believe,"
"could," and similar expressions are intended to identify such forward-looking
statements. 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. The investments in the Local
Limited Partnerships are made primarily to obtain tax credits on behalf of the
Partnership's investors. The general partners of the Local Limited Partnerships,
who are considered to be the primary beneficiaries, control the day-to-day
operations of the Local Limited Partnerships. The general partners are also
responsible for maintaining compliance with the tax credit program and for
providing subordinated financial support in the event operations cannot support
debt and property tax payments. The Partnership, through its ownership
percentages, may participate in property disposition proceeds. The timing and
amounts of these proceeds are unknown but can impact the Partnership's financial
position, results of operations or cash flows. 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 ($1,344,465
at December 31, 2008). 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. A
liability is recorded for delayed equity capital contributions to Local Limited
Partnerships. 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. The tax benefits for each Local Limited Partnership
consist of future tax losses, tax credits and residual receipts at disposition.
Included in the residual receipts calculation is current net operating income
capitalized at the regional rate specific to each Local Limited Partnership.
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, 2008, the Partnership had cash and cash equivalents of
$2,181,247 compared with $2,185,265 at March 31, 2008. The decrease is primarily
attributable to the payment of asset management fees and cash used for operating
activities, partially offset by the reimbursement of advances made to one Local
Limited Partnership and cash distributions received from Local Limited
Partnerships.
The Managing General Partner initially designated 4% of the Gross Proceeds as
Reserves as defined in the Partnership Agreement. The Reserves were established
to be used for working capital of the Partnership and contingencies related to
the ownership of Local Limited Partnership interests. The Managing General
Partner may increase or decrease such Reserves from time to time, as it deems
appropriate. At December 31, 2008, approximately $2,181,000 has been designated
as Reserves.
To date, professional fees relating to various Property issues totaling
approximately $304,000 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, 2008, the Partnership has advanced approximately $529,000 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. To date, the Partnership has used approximately $384,000 of
operating funds and proceeds from sales of investments in Local Limited
Partnerships to replenish Reserves.
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, as of December 31, 2008, the Partnership
had no contractual or other obligation to any Local Limited Partnership which
had not been paid or provided for.
Cash Distributions
No cash distributions were made during the nine months ended December 31, 2008.
Results of Operations
Three Month Period
The Partnership's results of operations for the three months ended December 31,
2008 resulted in net loss of $2,187,642 as compared to net income of $2,197,290
for the same period in 2007. The decrease in net income is primarily
attributable to an increase in provision for valuation on investments in Local
Limited Partnerships and a decrease in gain on sale of investments in Local
Limited Partnerships. Provision for valuation on investments in Local Limited
Partnerships increased due to the Partnership recording an impairment allowance
for its investment in a certain Local Limited Partnership. The decrease in gain
on sale of investments in Local Limited Partnerships is the result of the sale
of investments in four Local Limited Partnerships, one of which netted large
sale proceeds during the three months ended December 31, 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)
Results of Operations (continued)
Nine Month Period
The Partnership's results of operations for the nine months ended December 31,
2008 resulted in net loss of $2,039,239 as compared to net income of $9,371,116
for the same period in 2007. The decrease in net income is primarily
attributable to a decrease in gain on sale of investments in Local Limited
Partnerships, an increase in provision for valuation allowance on investments in
Local Limited Partnerships, and a decrease in investment income. These effects
were partially offset by a decrease in equity in losses of Local Limited
Partnerships and a decrease in provision for valuation allowance on advances to
Local Limited Partnerships. The decrease in gain on sale of investments in Local
Limited Partnerships is the result of the sale of eight investments in Local
Limited Partnerships five of which generated large sale proceeds during the
period ended December 31, 2007 as compared with proceeds received from the sale
of three Local Limited Partnerships for the same period in 2008. Provision for
valuation allowance on investments in Local Limited Partnerships increased due
to the Partnership recording an impairment allowance for its investment in a
certain Local Limited Partnership. The Partnership had a decrease in investment
revenue during the period ended December 31, 2008 due to the decrease in the
average balance of funds held for investment, and the receipt of a one-time
reimbursement during the six months ended September 30, 2007 of 2006 interest
lost while the Partnership's cash was invested in below-market interest bearing
accounts. The decrease in equity in losses of Local Limited Partnerships is due
to an increase in income of one property and a reduction in the number of
properties held. The decrease in provision for valuation allowance on advances
to Local Limited Partnerships results from the reimbursement of advances made
from one Local Limited Partnership during the nine months ended December 31,
2008.
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, 2008, the Partnership's investment portfolio consisted of a
limited partnership interest in one Local Limited Partnership, which owns and
operates a multi-family apartment complex and has generated Tax Credits. Since
inception, the Partnership generated Tax Credits, net of recapture, of
approximately $1,514 per Limited Partner Unit. 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 $10,741,500 or $155.83 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 eleven 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. The Compliance
Period of the remaining Property in which the Partnership has an interest
expired on December 31, 2007. The Partnership disposed of three Local Limited
Partnership interests during the nine month ending December 31, 2008.
The Managing General Partner will continue to closely monitor the operations of
the remaining Property and continues to explore a disposition strategy with
respect to the Partnership's remaining Local Limited Partnership interest. 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
The remaining Property, Circle Terrace, in which the Partnership has an
interest, operated above breakeven for the quarter ended September 30, 2008. The
Managing General Partner and Local General Partner of Circle Terrace Associates,
L.P., located in Lansdowne, MD, have begun exploring an exit strategy that could
result in an October 2009 disposition of the Partnership's interest in this
Local Limited Partnership. Net sales proceeds, if any, as well as taxable income
are unknown at this time.
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 resulted in 2007 taxable income of
$4,128,027, or $59.89 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, and subsequently distributed
the proceeds, as noted in the Cash Distributions section above, in September
2007. The Partnership no longer has an interest in this Local Limited
Partnership.
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 resulted in 2007 taxable income of
$1,178,311, or $17.09 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, and subsequently distributed
the proceeds, as noted in the Cash Distributions section above, in September
2007. 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 resulted in 2007 taxable income of $2,251,652, or
$32.67 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, and subsequently distributed the
proceeds, as noted in the Cash Distributions section above, in September 2007.
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 anticipated that the
Partnership's interest in the Local Limited Partnership that owned 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 $1,849,083, or $26.83 per
Unit. This sale resulted in 2007 taxable income of $791,519, or $11.48 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, and subsequently distributed the proceeds, as noted in the
Cash Distributions section above, in September 2007. The Partnership no longer
has an interest in this Local Limited Partnership.
As previously reported, the Managing General Partner anticipated a 2007
disposition of the Partnership's interest in the Local Limited Partnership that
owns Park Caton, located in Catonsville, Maryland. On December 21, 2007, the
property was sold, resulting in net sales proceeds to the Partnership of
$1,818,305, or $26.38 per Unit. The Managing General Partner initially expected
the Partnership to receive a nominal amount of additional proceeds, but due to
the Partnership's obligation to pay Maryland State Income taxes resulting from
this transaction, the Partnership will not receive additional proceeds. This
sale resulted in 2007 taxable income of $2,893,026, or $41.97 per Unit. The
Managing General Partner, in accordance with and as permitted by the Partnership
Agreement, has initially retained 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 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 were still in need of additional capital
expenditures. However, due to consistently high occupancy levels, Carib II and
Carib III, operated at above breakeven for the nine month period ending
September 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 allow for the transfer of 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. As a result of this
agreement, and the United States Department of Agriculture/Rural Development
Services ("RD") approval allowing for the sale of the Property, the
Partnership's interest in these two Local Limited Partnerships was transferred
in December 2007. As expected, this transaction did not result in any net
proceeds to the Partnership. These dispositions resulted in 2007 taxable income
of $806,275, or $11.70 per Unit. The Partnership no longer has an interest in
these two Local Limited Partnerships.
As previously reported, the Managing General Partner estimated an early 2008
disposition of the Partnership's interest in the Local Limited Partnership that
owned and operated Brookwood, located in Ypsilanti, Michigan. On December 31,
2007, the Partnership's interest in this Local Limited Partnership was
effectively terminated. The Partnership did not receive any proceeds from this
transaction, as the outstanding debt on the Property exceeded the realizable
value of the Property. This disposition resulted in 2007 taxable income of
$806,781, or $11.70 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, Schumaker Place, located in Salisbury, Maryland,
continued 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 could
transfer its interest in the Local Limited Partnership to the Local General
Partner, for $75,000, or $1.09 per Unit, any time after the Property's
Compliance Period, which expired on December 31, 2007. On April 18, 2008, the
Managing General Partner exercised the Partnership's option to transfer its
interest in Schumaker, for $75,000, or $1.90 per Unit. This disposition is
projected to result in 2008 taxable income of approximately $160,000, or $2.32
per Unit. The Managing General Partner, in accordance with and as permitted by
the Partnership Agreement, has retained the entire amount of proceeds in
Reserves. The Partnership no longer has an interest in this Local Limited
Partnership.
In June 2008, Woodlake Hills, located in Pontiac, Michigan, was sold,
effectively disposing of the Partnership's interest in the Local Limited
Partnership that owned Woodlake Hills. The Partnership did not receive any net
sales proceeds from this transaction as outstanding debt on the Property
exceeded the sales price. This disposition is projected to result in 2008
taxable income of approximately $254,000, or $3.68 per Unit. The Partnership no
longer has an interest in this Local Limited Partnership.
As previously reported the Managing General Partner and Local General Partner of
Huguenot Park, located in New Paltz, New York, were exploring an exit strategy
that would have resulted in the 2008 disposal of the Fund's interest in the
Local Limited Partnership. Effective September 1, 2008, the Managing General
Partner transferred the Partnership's interest in the Local Limited Partnership
that owned Huguenot Park, for $68,000, or $0.99 per Unit. The Managing General
Partner, in accordance with and as permitted by the Partnership Agreement, has
retained the entire amount of proceeds in Reserves. This disposition is
projected to result in 2008 loss of approximately $123,000, or $1.78 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)
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Non Applicable
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, to ensure that information required to be disclosed by us in the reports
filed or submitted by us under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities
Exchange Commission's rules and forms, including to ensure that information
required to be disclosed by us in the reports filed or submitted by us under the
Exchange Act is accumulated and communicated to management to allow timely
decisions regarding required disclosure. Based on that evaluation, management
has concluded that as of December 31, 2008, our disclosure controls and
procedures were effective.
Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rules
13a-15(f) and 15d-15(f). Our management conducted an assessment of the
effectiveness of our internal control over financial reporting. This assessment
was based upon the criteria for effective internal control over financial
reporting established in Internal Control -- Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
The Partnership's internal control over financial reporting involves a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Internal control over
financial reporting includes the controls themselves, as well as monitoring of
the controls and internal auditing practices and actions to correct deficiencies
identified. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.
Management assessed the effectiveness of the Partnership's internal control over
financial reporting as of December 31, 2008. Based on this assessment,
management concluded that, as of December 31, 2008, the Partnership's internal
control over financial reporting was effective.
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
31.2 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.
32.2 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, 2008.
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.
Date: February 17, 2009 BOSTON FINANCIAL QUALIFIED HOUSING
TAX CREDITS L.P. V
By: Arch Street VIII, Inc.,
its Managing General Partner
/s/Greg Judge
________________
Greg Judge
President
Arch Street VIII, Inc.