UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2009
------------------------------------------
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)
Massachusetts 04-3054464
- --------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
101 Arch Street, Boston, Massachusetts 02110-1106
- --------------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-3911
--------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. |_| Yes |X| No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
|_| Yes |X| No
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.
|X| Yes |_| No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 229.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). |_| Yes |_| No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Subsection 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
|X|
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 |_| Smaller reporting company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12 b-2 of the Exchange Act).
|_| Yes |X|No
State the aggregate sales price of Fund units held by nonaffiliates of the
registrant: $60,904,650 as of March 31, 2009.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED MARCH 31, 2009
TABLE OF CONTENTS
Page No.
PART I
Item 1 Business K-4
Item 2 Properties K-7
Item 3 Legal Proceedings K-9
Item 4 Submission of Matters to a Vote of
Security Holders K-9
PART II
Item 5 Market for the Registrant's Units and
Related Security Holder Matters K-9
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of Operations K-9
Item 8 Financial Statements and Supplementary Data K-14
Item 9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure K-14
Item 9A Controls and Procedures K-14
Item 9B Other Information K-15
PART III
Item 10 Directors and Executive Officers
of the Registrant K-15
Item 11 Management Remuneration K-16
Item 12 Security Ownership of Certain Beneficial
Owners and Management K-16
Item 13 Certain Relationships and Related Transactions K-16
Item 14 Principal Accountant Fees and Services K-18
Item 15 Exhibits, Financial Statement Schedules, and
Director Independence K-18
SIGNATURES K-19
- ----------
CERTIFICATIONS K-20
- --------------
PART I
Item 1. Business
Boston Financial Qualified Housing Tax Credits L.P. V (the "Partnership") is a
Massachusetts limited partnership formed on June 16, 1989 under the laws of the
State of Massachusetts. The Partnership's partnership agreement ("Partnership
Agreement") authorized the sale of up to 100,000 units of Limited Partnership
Interest ("Units") at $1,000 per Unit, adjusted for certain discounts. The
Partnership raised $68,928,650 ("Gross Proceeds"), net of discounts of $350,
through the sale of 68,929 Units. Such amounts exclude five unregistered Units
previously acquired for $5,000 by the Initial Limited Partner, which is also one
of the General Partners. The offering of Units terminated on August 31, 1991. No
further sale of Units is expected.
The Partnership is engaged solely in the business of real estate investment.
Accordingly, a presentation of information about industry segments is not
applicable and would not be material to an understanding of the Partnership's
business taken as a whole.
The Partnership originally invested as a limited partner in twenty-eight limited
partnerships ("Local Limited Partnerships") which own and operate residential
apartment complexes ("Properties") some of which benefit from some form of
federal, state or local assistance programs and all of which qualify for the
low-income housing tax credits ("Tax Credits") that were added to the Internal
Revenue Code (the "Code") by the Tax Reform Act of 1986. The investment
objectives of the Partnership include the following: (i) to provide current tax
benefits in the form of Tax Credits which qualified limited partners may use to
offset their federal income tax liability; (ii) to preserve and protect the
Partnership's capital; (iii) to provide limited cash distributions from Property
operations which are not expected to constitute taxable income during the
expected duration of the Partnership's operations; and (iv) to provide cash
distributions from sale or refinancing transactions. There cannot be any
assurance that the Partnership will attain any or all of these investment
objectives. A more detailed discussion of these investment objectives, along
with the risks in achieving them, is contained in the section of the prospectus
entitled "Investment Objectives and Policies - Principal Investment Policies"
which is herein incorporated by this reference.
Table A on the following page lists the Properties originally acquired by the
Local Limited Partnerships in which the Partnership has invested. Item 7 of this
Report contains other significant information with respect to the Local Limited
Partnerships. As required by applicable rules, the terms of the acquisition of
each Local Limited Partnership interest have been described in supplements to
the Prospectus and collected in the post-effective amendments to the
Registration Statement (collectively, the "Acquisition Reports"); such
descriptions are incorporated herein by this reference.
TABLE A
SELECTED LOCAL LIMITED
PARTNERSHIP DATA
Date
Properties owned by Interest
Local Limited Partnerships Location Acquired
___________________________ ____________ ___________
Strathern Park/Lorne Park (1) (2) Los Angeles, CA 07/05/90
Park Caton (2) Catonsville, MD 08/17/90
Cedar Lane I (2) London, KY 09/10/90
Silver Creek II (2) Berea, KY 08/15/90
Rosecliff (2) Sanford, FL 09/18/90
Brookwood (2) Ypsilanti, MI 10/01/90
Oaks of Dunlop (2) Colonial Heights, VA 01/01/91
Water Oak (2) Orange City, FL 01/01/91
Yester Oaks (2) Lafayette, GA 01/01/91
Ocean View (2) Fernandina Beach, FL 01/01/91
Wheeler House (2) Nashua, NH 01/01/91
Archer Village (2) Archer, FL 01/01/91
Timothy House (2) Towson, MD 03/05/91
Westover Station (2) Newport News, VA 03/30/91
Carib III (2) St. Croix, VI 03/21/91
Carib II (2) St. Croix, VI 03/01/91
Whispering Trace (2) Woodstock, GA 05/01/91
New Center (2) Detroit, MI 06/27/91
Huguenot Park (2) New Paltz, NY 06/26/91
Hillwood Pointe (2) Jacksonville, FL 07/19/91
Pinewood Pointe (2) Jacksonville, FL 07/31/91
Westgate (2) Bismark, ND 07/25/91
Woodlake Hills (2) Pontiac, MI 08/01/91
Bixel House (2) Los Angeles, CA 07/31/91
Magnolia Villas (2) North Hollywood, CA 07/31/91
Schumaker Place (2) Salisbury, MD 09/20/91
Circle Terrace Lansdowne, MD 12/06/91
(1) On January 1, 1994, Lorne Park merged into Strathern Park in a business
combination accounted for as a pooling of interests. Lorne Park's total
assets, liabilities and partners' equity were combined with Strathern Park
at their existing book value, and neither partnership recognized a gain or
loss on the merger.
(2) The Partnership no longer has an interest in the Local Limited Partnership
which owns this Property.
Although the Partnership's investments in Local Limited Partnerships are not
subject to seasonal fluctuations, the Partnership's equity in losses of Local
Limited Partnerships, to the extent it reflects the operations of individual
Properties, may vary from quarter to quarter based upon changes in occupancy and
operating expenses as a result of seasonal factors.
The remaining Local Limited Partnership has, as its general partners ("Local
General Partners"), one or more individuals or entities not affiliated with the
Partnership or its General Partners. In accordance with the partnership
agreement under which such entity is organized ("Local Limited Partnership
Agreement"), the Partnership depends on the Local General Partners for the
management of the Local Limited Partnership. As of March 31, 2009, no Local
Limited Partnerships have a common Local General Partner or affiliated group of
Local General Partners. The Local General Partners of the remaining Local
Limited Partnership is identified in the Acquisition Reports, which are
incorporated herein by this reference.
The Property owned by the Local Limited Partnership in which the Partnership
currently has invested is, and will continue to be, subject to competition from
existing and future apartment complexes in the same area. The continued success
of the Partnership will depend on many outside factors, most of which are beyond
the control of the Partnership and cannot be predicted at this time. Such
factors include general economic and real estate market conditions, both on a
national basis and in the area where the Property is located, the availability
and cost of borrowed funds, real estate tax rates, operating expenses, energy
costs and government regulations. In addition, other risks inherent in real
estate investment may influence the ultimate success of the Partnership,
including: (i) possible reduction in rental income due to an inability to
maintain high occupancy levels or adequate rental levels; (ii) possible adverse
changes in general economic conditions and local conditions, such as competitive
over-building or a decrease in employment or adverse changes in real estate
laws, including building codes; and (iii) the possible future adoption of rent
control legislation which would not permit increased costs to be passed on to
the tenants in the form of rent increases or which suppress the ability of the
Local Limited Partnership to generate operating cash flow. Since the Property
benefits from some form of government assistance, the Partnership is subject to
the risks inherent in that area including decreased subsidies, difficulties in
finding suitable tenants and obtaining permission for rent increases. In
addition, any Tax Credits allocated to investors with respect to a Property are
subject to recapture to the extent that the Property or any portion thereof
ceases to qualify for the Tax Credits. Other future changes in federal and state
income tax laws affecting real estate ownership or limited partnerships could
have a material and adverse effect on the business of the Partnership.
The Partnership is managed by Arch Street VIII, Inc., the Managing General
Partner of the Partnership. The other General Partner of the Partnership is Arch
Street V Limited Partnership. The Partnership, which does not have any
employees, reimburses MMA Financial, Inc. ("MMA"), an affiliate of the General
Partners, for certain expenses and overhead costs. A complete discussion of the
management of the Partnership is set forth in Item 10 of this Report.
On June 26, 2009, Municipal Mortgage & Equity, LLC (the parent company of MMA
Financial, Inc.) entered into a purchase and sale agreement with JEN I, L.P. for
the sale of substantially all of its low-income housing tax credit business,
including the Partnership and its General Partners. Upon the consummation of the
sale transaction (expected to occur on or before August 31, 2009), the General
Partners will be owned or controlled by JEN I, L.P. The sale is not expected to
impact the Limited Partners of the Partnership.
Item 2. Properties
The Partnership currently owns limited partnership interests in one Local
Limited Partnership which owns and operates a Property, that benefits from some
form of federal, state or local assistance programs and all of which qualifies
for the Tax Credits added to the Code by the Tax Reform Act of 1986. The
Partnership's ownership interest in the Local Limited Partnership is 99%.
Each of the Local Limited Partnerships has received an allocation of Tax Credits
from its relevant state tax credit agency. In general, the Tax Credits run for
ten years from the date the Property is placed in service. The required holding
period (the "Compliance Period") of the Properties is fifteen years. During
these fifteen years, the Properties must satisfy rent restrictions, tenant
income limitations and other requirements, as promulgated by the Code, in order
to maintain eligibility for the Tax Credits at all times during the Compliance
Period. Once a Local Limited Partnership has become eligible for the Tax
Credits, it may lose such eligibility and suffer an event of recapture if its
Property fails to remain in compliance with the requirements.
In addition, some of the Local Limited Partnerships have obtained one or a
combination of different types of loans such as: (i) below market rate interest
loans; (ii) loans provided by a redevelopment agency of the town or city in
which the Property is located at favorable terms; and (iii) loans that have
repayment terms that are based on a percentage of cash flow.
The schedule on the following pages provides certain key information on the
Local Limited Partnership interests currently invested in by the Partnership.
Capital Contributions
Local Limited Partnership Total Paid Mtge. Loans Occupancy at
Property Name Number of Committed at Through Payable at Type of March 31,
Property Location Apts Units March 31, 2009 March 31, 2009 December 31, 2008 Subsidy * 2009
- ----------------------- ------------ ------------- ---------------- ----------------- -------------- -----------
Circle Terrace Associates Limited
Partnership
Circle Terrace
Lansdowne, MD 303 5,811,236 5,811,236 4,652,457 Section 8 100%
------ -------------- ------------- ---------------
303 $ 5,811,236 $ 5,811,236 $ 4,652,457
====== ============== ============= ===============
Section 8 This subsidy, which is authorized under Section 8 of Title II of the
Housing and Community Development Act of 1974, allows qualified low-income
tenants to pay 30% of their monthly income as rent with the balance paid by the
federal government.
The Partnership does not guarantee any of the mortgages or other debt of the
Local Limited Partnerships.
Duration of leases for occupancy in the Property described above is generally
six to twelve months. The Managing General Partner believes the Property
described herein is adequately covered by insurance.
Additional information required under this Item, as it pertains to the
Partnership, is contained in Items 1, 7 and 8 of this Report.
Item 3. Legal Proceedings
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.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
None.
PART II
Item 5. Market for the Registrant's Units and Related Security Holder Matters
There is no public market for the Units, and it is not expected that a public
market will develop. If a Limited Partner desires to sell Units, the buyer of
those Units will be required to comply with the minimum purchase and retention
requirements and investor suitability standards imposed by applicable federal or
state securities laws and the minimum purchase and retention requirements
imposed by the Partnership. The price to be paid for the Units, as well as the
commissions to be received by any participating broker-dealers, will be subject
to negotiation by the Limited Partner seeking to sell his Units. Units will not
be redeemed or repurchased by the Partnership.
The Partnership Agreement does not impose on the Partnership or its General
Partners any obligation to obtain periodic appraisals of assets or to provide
Limited Partners with any estimates of the current value of Units.
As of March 31, 2009, there were 2,840 record holders of Units of the
Partnership.
Cash distributions, when made, are paid annually. During the year ended March
31, 2008 a cash distribution of $10,850,000 was paid. During the year ended
March 31, 2009, no cash distribution was paid.
Item 7. 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," "estimate," "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 and current expectations, 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.
Executive Level Overview
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 March 31, 2009, 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.
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 year ending March 31, 2009.
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.
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 ($1,223,551
and $3,470,288 at March 31, 2009 and 2008, respectively). 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 the values of its investments in Local Limited
Partnerships. Periodically, the carrying values of the investments are tested
for other-than-temporary impairment. If an other-than-temporary decline in
carrying value exists, a provision to reduce the investment to the sum of the
estimated remaining benefits will be recorded in the Partnership's financial
statements. The estimated remaining benefits for each Local Limited Partnership
consist of estimated future tax losses and tax credits over the estimated life
of the investment and estimated residual proceeds at disposition. Included in
the estimated residual proceeds calculation is current net operating income
capitalized at a regional rate specific to each Local Limited Partnership less
the debt of the Local Limited Partnership. During the year ended March 31, 2009,
the Partnership concluded that Circle Terrace Associates, L.P. had experienced
an other-than-temporary decline in its carrying value and impairment losses of
$2,364,000. 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 the Local Limited Partnership.
Liquidity and Capital Resources
At March 31, 2009, the Partnership had cash and cash equivalents of $2,097,247
compared with $2,185,265 at March 31, 2008. The decrease is attributable net
cash used for operations, partially offset by proceeds from the sale of
investments in Local Limited Partnerships, and the reimbursement of advances
made to one Local Limited Partnership. Cash used for operations includes
$313,904 paid to the Managing General Partner for accrued asset management fees.
The Managing General Partner initially designated 4% of the Gross Proceeds as
Reserves as defined in the Partnership Agreement. The Reserves were established
to be used for working capital of the Partnership and contingencies related to
the ownership of Local Limited Partnership interests. The Managing General
Partner may increase or decrease such Reserves from time to time, as it deems
appropriate. At March 31, 2009 and 2008, approximately $2,030,000 and
$2,185,000, respectively, 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 also have 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 March
31, 2009, 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.
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 March 31, 2009, the Partnership had
no contractual or other obligation to any Local Limited Partnership which had
not been paid or provided for.
Cash Distributions
Cash distributions of $10,850,000 were made during the year ended March 31,
2008. The Partnership is currently working on disposing of its interest in its
Local Limited Partnership during the next twelve months. This disposition may
result in cash available for distribution, but due to the uncertainty of the
sale, no guarantee can be made as to the extent of its outcome on distributions.
Based on the results of 2008 Property operations, the Local Limited Partnership
is not expected to distribute significant amounts of cash to the Partnership
because such amounts may be needed to fund Property operating costs. In
addition, many of the Properties benefit from some type of federal or state
subsidy and, as a consequence, are subject to restrictions on cash
distributions.
Results of Operations
The Partnership's results of operations for the year ended March 31, 2009
resulted in net loss of $2,259,375 as compared to net income of $8,463,939 for
the same period in 2008. The decrease in net income is primarily attributable to
a decrease in equity in income in Local Limited Partnerships, a decrease in gain
on sale of investments in Local Limited Partnerships, and an increase in
impairment on investments in Local Limited Partnerships, partially offset by a
decrease in provision for valuation allowance on advances to Local Limited
Partnerships. The decrease in equity in income is primarily due to capital gains
recorded by the Local Limited Partnerships associated with the sale of their
investments during the year ended December 31, 2007 that are included in the
Partnership's share of equity in income for the year ended March 31, 2008. The
decrease in gain on sale of investments in Local Limited Partnerships is the
result of the sale of eight Local Limited Partnerships five of which generated
large sale proceeds during the fiscal year ended March 31, 2008. The increase in
impairment on investments in Local Limited Partnerships is the result of the
Partnership recording a valuation allowance for its investments in one Local
Limited Partnership during the year ended March 31, 2009. The decrease in
provision for valuation on advances to Local Limited Partnerships results from
the reimbursement of advances made from one Local Limited Partnership during the
year ended March 31, 2009.
Low-Income Housing Tax Credits
The Tax Credit per Limited Partner stabilized in 1993. The credits have ended as
all Properties have reached the end of the ten year credit period.
Property Discussions
The remaining Property, Circle Terrace, in which the Partnership has an
interest, operated above breakeven for the quarter ended December 31, 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 a December 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.
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. On April 9, 2008, $45,000,
or $0.65 per unit, of the previously reported sales proceeds of $1,849,083, or
$26.83 per Unit, was returned as a result of a state income tax obligation. This
resulted in a 2008 capital loss is $45,000, or $0.65 per unit. 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. On April 9, 2008, $21,000, or $0.30 per unit, of the
previously reported sales proceeds of $1,818,305, or $26.38 per Unit, was
returned as a result of a state income tax obligation. This resulted in a 2008
capital loss is $21,000, or $0.30 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 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.
As previously reported, Schumaker Place, located in Salisbury, Maryland,
continued to operate 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 resulted
in 2008 taxable income of $153,128, or $2.22 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.
On June 19, 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 resulted in a 2008 taxable loss of
$459,844, or $6.67 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 resulted in
a 2008 loss of $113,320, or $1.64 per Unit. The Partnership no longer has an
interest in this Local Limited Partnership.
Inflation and Other Economic Factors
Inflation had no material impact on the operations or financial condition of the
Partnership for the years ended March 31, 2009 and 2008.
Since the Property benefits from some form of government assistance, the
Partnership is subject to the risks inherent in that area including decreased
subsidies, difficulties in finding suitable tenants and obtaining permission for
rent increases. In addition, any Tax Credits allocated to investors with respect
to the Property are subject to recapture to the extent that the Property or any
portion thereof ceases to qualify for the Tax Credits.
Item 8. Financial Statements and Supplementary Data
Information required under this Item is submitted as a separate section of this
Report. See Index on page F-1 hereof.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
- ----------------------------------------------------------------------
None.
Item 9A. 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 March 31, 2009, 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 Partnership's internal control over financial reporting
as of March 31, 2009. Based on this assessment, management concluded that, as of
March 31, 2009, the Partnership's internal control over financial reporting were
designed effectively.
Item 9B. Other Information
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Managing General Partner of the Partnership is Arch Street VIII, Inc.,
a Massachusetts corporation (the "Managing General Partner"), an affiliate
of MMA. The Managing General Partner was incorporated in June 1989. The
Investment Committee of the Managing General Partner approved all
investments. The names and positions of the principal officers and the
directors of the Managing General Partner are set forth below.
Name Position
____________ ___________________
Greg Judge Executive Vice President
Michael H. Gladstone Principal, Member
The other General Partner of the Partnership is Arch Street V Limited
Partnership, a Massachusetts limited partnership ("Arch Street L.P.") that
was organized in June 1989. Arch Street VIII, Inc. is the managing general
partner of Arch Street L.P.
The Managing General Partner provides day-to-day management of the Partnership.
Compensation is discussed in Item 11 of this Report. Such day-to-day management
does not include the management of the Property.
The business experience of each of the persons listed above is described below.
There is no family relationship between any of the persons listed in this
section.
Greg Judge, age 44, Executive Vice President, Head of the Affordable Housing
Group of MMA Financial since February 2008. As head of the Company's Affordable
Housing Group, Mr. Judge is responsible for both the affordable tax exempt and
taxable lending and equity businesses. Prior to his appointment as EVP, Mr.
Judge was responsible for tax credit equity investments and underwriting of
equity and debt investments for the Affordable Housing Group. Mr. Judge joined
MMA as a result of the Boston Financial and Lend Lease HCI acquisitions,
starting with Boston Financial in 1989 as an asset manager. Mr. Judge is a
frequent speaker on affordable housing and tax credit industry issues. Mr. Judge
is a graduate of Colorado College (BA) and Boston University (MBA).
Michael H. Gladstone, age 52, Senior Vice President. Mr. Gladstone is
responsible for capital transactions work in the Asset Management group of MMA
Financial. He joined MMA as a result of the Boston Financial and Lend Lease HCI
acquisitions, starting with Boston Financial in 1985 as the firm's General
Counsel. Prior to joining Boston Financial, Mr. Gladstone was associated with
the law firm of Herrick & Smith and served on the advisory board of the Housing
and Development Reporter. Mr. Gladstone has lectured at Harvard University and
Cornell University on affordable housing matters and is a member of the Cornell
Real Estate Council and the Massachusetts Bar. Mr. Gladstone is a graduate of
Emory University (BA) and Cornell University (J.D. & MBA).
The Partnership is organized as a limited partnership solely for the purpose of
real estate investment and does not have any employees. Therefore the
Partnership has not adopted a Code of Ethics.
The Partnership is structured as a limited partnership that was formed
principally for real estate investment and is not a "listed" issuer as defined
by Rule 10A-3 of the Securities Exchange Act of 1934. Accordingly, neither an
audit committee nor a financial expert to serve on such a committee has been
established by the Partnership.
Item 11. Management Remuneration
Neither the directors nor officers of Arch Street VIII, Inc., the partners of
Arch Street L.P., nor any other individual with significant involvement in the
business of the Partnership receives any current or proposed remuneration from
the Partnership.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 31, 2009, the following is the only entity known to the Partnership
to be the beneficial owner of more than 5% of the total number of Units
outstanding:
Amount
Title of Name and Address of Beneficially
Class Beneficial Owner Owned Percent of Class
___________ ____________________ _______________ ________________
Limited Oldham Institutional 8,024 Units 11.64%
Partner Tax Credits LLC1
101 Arch Street
Boston, MA
Oldham Institutional Tax Credits LLC is an affiliate of Arch Street VIII, Inc.,
the Managing General Partner.
The equity securities registered by the Partnership under Section 12(g) of the
Act of 1934 consist of 100,000 Units, 68,929 of which had been sold to the
public as of March 31, 2009. The remaining Units were deregistered in
Post-Effective Amendment No. 6, dated January 21, 1992, and herein incorporated
by this reference. Holders of Units are permitted to vote on matters affecting
the Partnership only in certain unusual circumstances and do not generally have
the right to vote on the operation or management of the Partnership.
Arch Street L.P. owns five (unregistered) Units not included in the 68,929 Units
sold to the public. Additionally, five registered Units were sold to an employee
of an affiliate of the Managing General Partner of the Registrant. Such Units
were sold at a discount of 7% of the Unit price for a total discount of $350 and
a total purchase price of $4,650.
Except as described in the preceding paragraphs, neither Arch Street VIII, Inc.,
Arch Street L.P., MMA, nor any of their executive officers, directors, partners
or affiliates is the beneficial owner of any Units. None of the foregoing
persons possesses a right to acquire beneficial ownership of Units.
The Partnership does not know of any existing arrangement that might at a later
date result in a change in control of the Partnership.
Item 13. Certain Relationships and Related Transactions
The Partnership paid certain fees to and reimbursed certain expenses of the
Managing General Partner or its affiliates in connection with the organization
of the Partnership and the offering of Units. The Partnership was also required
to pay certain fees to and reimburse certain expenses of the Managing General
Partner or its affiliates in connection with the administration of the
Partnership and its acquisition and disposition of investments in Local Limited
Partnerships. In addition, the General Partners are entitled to certain
Partnership distributions under the terms of the Partnership Agreement. Also, an
affiliate of the General Partners will receive up to $10,000 from the sale or
refinancing proceeds of each Local Limited Partnership if it is still a limited
partner at the time of such a transaction. All such fees, expenses and
distributions are more fully described in the sections of the Prospectus
entitled "Estimated Use of Proceeds", "Management Compensation and Fees" and
"Profits and Losses for Tax Purposes, Tax Credits and Cash Distributions". Such
sections are incorporated herein by reference.
The Partnership is permitted to enter into transactions involving affiliates of
the Managing General Partner, subject to certain limitations established in the
Partnership Agreement.
Information regarding the fees paid and expenses reimbursements made in the two
years ended March 31, 2009 is presented as follows:
Organizational Fees and Expenses
In accordance with the Partnership Agreement, the Partnership was required to
pay certain fees to and reimburse expenses of the General Partners and others in
connection with the organization of the Partnership and the offering of its
Limited Partnership Units. Selling commissions, fees and accountable expenses
related to the sale of the Units totaling $9,499,985 have been charged directly
to Limited Partners' equity. In connection therewith, $5,858,935 of selling
expenses and $3,641,050 of offering expenses incurred on behalf of the
Partnership have been paid to an affiliate of the General Partners. The
Partnership was required to pay a non-accountable expense allowance for
marketing expenses equal to a maximum of 1% of Gross Proceeds; this is included
in total offering expenses. The Partnership has capitalized an additional
$50,000 which was reimbursed to an affiliate of the General Partners. These
costs are fully amortized as of March 31, 2009. Total organizational and
offering expenses, exclusive of selling commissions, did not exceed 5.5% of
Gross Proceeds and organizational and offering expenses, inclusive of selling
commissions did not exceed 14.0% of the Gross Proceeds. No organizational fees,
expenses or selling expenses were paid during the two years ended March 31,
2009.
Acquisition Fees and Expenses
In accordance with the Partnership Agreement, the Partnership was required to
pay acquisition fees to and reimburse acquisition expenses of the Managing
General Partner or its affiliates for selecting, evaluating, structuring,
negotiating and closing the Partnership's investments in Local Limited
Partnerships. Acquisition fees totaled 7% of the Gross Proceeds. Acquisition
expenses, which include such expenses as legal fees and expenses, travel and
communications expenses, costs of appraisals, accounting fees and expenses, were
expected to total 1.5% of the Gross Proceeds. As of March 31, 2009, acquisition
fees totaling $4,825,005 for the closing of the Partnership's Local Limited
Partnership investments have been paid to an affiliate of the Managing General
Partner. Acquisition expenses totaling $899,430 at March 31, 2009 were incurred
and have been reimbursed to an affiliate of the Managing General Partner. No
acquisition fees or expenses were paid during the two years ended March 31,
2009.
Asset Management Fees
In accordance with the Partnership Agreement, an affiliate of the Managing
General Partner is paid an Asset Management Fee for services in connection with
the administration of the affairs of the Partnership. The affiliate currently
receives the base amount of 0.275% (as adjusted by the CPI factor) of Gross
Proceeds annually as the Asset Management Fee. Asset Management Fees incurred in
each of the two years ended March 31, 2009 are as follows:
2009 2008
-------------- ---------------
Asset management fees $ 313,983 $ 304,634
Salaries and Benefits Expense Reimbursements
An affiliate of the Managing General Partner is reimbursed for the cost of the
Partnership's salaries and benefits expenses. The reimbursements are based upon
the size and complexity of the Partnership's operations. Reimbursements paid or
payable in each of the two years ended March 31, 2009 are as follows:
2009 2008
-------------- ----------------
Salaries and benefits
expense reimbursements $ 25,056 $ 100,243
Cash distributions paid to the General Partners
In accordance with the Partnership Agreement, the General Partners of the
Partnership, Arch Street VIII, Inc. and Arch Street L.P., receive 1% of cash
distributions paid to partners. The Partnership paid $108,500 to the
General Partners in the year ended March 31, 2008.
Additional information concerning cash distributions and other fees paid or
payable to the Managing General Partner and its affiliates and the reimbursement
of expenses paid or payable to MMA and its affiliates for the two years ended
March 31, 2009 is presented in Note 4 to the Financial Statements.
Item 14. Principal Accountant Fees and Services
The Partnership paid or accrued fees for services rendered by the principal
accountants for the two years ended March 31, 2009 as follows:
2009 2008
-------------- -------------
Audit fees $ 64,786 $ 73,276
Tax fees $ 2,500 $ 2,400
No other fees were paid or accrued to the principal accountants during the two
years ended March 31, 2009.
Item 15. Exhibits, Financial Statement Schedules and Director Independence
(a) Documents filed as a part of this Report
In response to this portion of Item 15, the financial statements and the
auditors' report relating thereto are submitted as a separate section of this
Report. See Index to the Financial Statements on page F-1 hereof.
All other financial statement schedules and exhibits for which provision is made
in the applicable accounting regulations of the Securities and Exchange
Commission are not required under related instructions or are inapplicable and
therefore have been omitted.
(b) 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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
By: Arch Street VIII, Inc.
its Managing General Partner
By: /s/ Greg Judge Date: July 15, 2009
---------------------------------- -------------
Greg Judge
President
Arch Street VIII, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Managing General
Partner of the Partnership and in the capacities and on the dates indicated:
By: /s/Greg Judge Date: July 15, 2009
--------------------------------- -------------
Greg Judge
President
Arch Street VIII, Inc.
By: /s/Michael H. Gladstone Date: July 15, 2009
----------------------------- ------------
Michael H. Gladstone
Vice President
Arch Street VIII, Inc.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
Annual Report on Form 10-K
For The Year Ended March 31, 2009
Index
Page No.
Report of Independent Registered Public Accounting Firm
for the years ended March 31, 2009 and 2008 F-2
Financial Statements
Balance Sheets - March 31, 2009 and 2008 F-3
Statements of Operations - For the years ended
March 31, 2009 and 2008 F-4
Statements of Changes in Partners' Equity
For the years ended March 31, 2009 and 2008 F-5
Statements of Cash Flows - For the years ended
March 31, 2009 and 2008 F-6
Notes to the Financial Statements F-7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
Boston Financial Qualified Housing Tax Credits L.P. V
We have audited the accompanying balance sheets of Boston Financial
Qualified Housing Tax Credits L.P. V as of March 31, 2009 and 2008, and the
related statements of operations, changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit. We did not audit the financial
statements of one operating limited partnership as of and for the year ended
March 31, 2008, in which the Partnership owns a limited partnership interest.
The investment in such partnership is stated at $74,761 at March 31, 2008 and
the Partnership's equity in loss in this operating limited partnership is stated
at $36,618 for the year then ended. The financial statements of this operating
limited partnership was audited by another auditor whose report has been
furnished to us, and our opinion, insofar as it relates to information relating
to this operating limited partnership, is based solely on the report of the
other auditor.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The partnership is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the partnership's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, based on our audit and the report of the other auditor,
the financial statements referred to above present fairly, in all material
respects, the financial position of Boston Financial Qualified Housing Tax
Credits L.P. V as of March 31, 2009 and 2008, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Reznick Group, P.C.
Vienna, Virginia
July 15, 2009
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
BALANCE SHEETS
March 31, 2009 and 2008
2009 2008
---------------- ----------------
Assets
Cash and cash equivalents $ 2,097,247 $ 2,185,265
Restricted cash (Note 5) 19,639 19,435
Investment in Local Limited Partnership (Note 3) 1,223,551 3,470,288
---------------- ----------------
Total Assets $ 3,340,437 $ 5,674,988
================ ================
Liabilities and Partners' Equity
Due to affiliate (Note 4) $ 92,361 $ 171,504
Accrued expenses 53,672 49,909
Deferred revenue (Note 5) 19,639 19,435
---------------- ----------------
Total Liabilities 165,672 240,848
General, Initial and Investor Limited Partners' Equity 3,174,765 5,434,140
---------------- ----------------
Total Liabilities and Partners' Equity $ 3,340,437 $ 5,674,988
================ ================
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 Years Ended March 31, 2009 and 2008
2009 2008
---------------- ----------------
Revenue:
Investment $ 37,977 $ 178,491
Cash distribution income 153,491 196,894
---------------- ----------------
Total Revenue 191,468 375,385
---------------- ----------------
Expense:
Asset management fees, affiliate (Note 4) 313,983 304,634
Provision for (recovery of) valuation allowance on advances to
Local Limited Partnerships (Note 3) (160,000) 200,000
Impairment on investments in Local Limited
Partnerships (Note 3) 2,364,000 404,000
General and administrative (includes reimbursements
to an affiliate in the amount of $25,056 and
$100,243 in 2009 and 2008, respectively) (Note 4) 127,123 267,699
Amortization 5,361 7,496
-------- --------
Total Expense 2,650,467 1,183,829
---------------- ----------------
Loss before equity in income of Local Limited Partnerships and gain (loss)on
sale of investments in Local Limited
Partnerships (2,458,999) (808,444)
Equity in income of Local Limited Partnerships (Note 3) 267,571 6,430,232
Gain (Loss) on sale of investments in Local Limited
Partnerships (Note 3) (67,947) 2,842,151
----------------- ----------------
Net Income (Loss) $ (2,259,375) $ 8,463,939
================= ================
Net Income (Loss) allocated:
General Partners $ (22,594) $ 84,639
Limited Partners (2,236,781) 8,379,300
----------------- ----------------
$ (2,259,375) $ 8,463,939
================= ================
Net Income (Loss) per Limited Partner Unit
(68,929 Units) $ (32.45) $ 121.56
================ ================
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 CHANGES IN PARTNERS' EQUITY
For the Years Ended March 31, 2009 and 2008
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 (108,500) - (10,741,500) - (10,850,000)
------------- -------------- -------------- ------------- --------------
Comprehensive Income:
Change in net unrealized
losses on investment securities
available for sale - - - 124 124
Net Income 84,639 - 8,379,300 - 8,463,939
------------- -------------- -------------- ------------- --------------
Comprehensive Income 84,639 - 8,379,300 124 8,464,063
------------- -------------- -------------- ------------- --------------
Balance at March 31, 2008 54,248 5,000 5,374,892 - 5,434,140
Net Loss (22,594) - (2,236,781) - (2,259,375)
------------- -------------- --------------- ------------- ---------------
Balance at March 31, 2009 $ 31,654 $ 5,000 $ 3,138,111 $ - $ 3,174,765
============= ============== ============== ============= ==============
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 Years Ended March 31, 2009 and 2008
c
2009 2008
---------------- ----------------
Cash flows from operating activities:
Net Income (Loss) $ (2,259,375) $ 8,463,939
Adjustments to reconcile net income to net
cash used for operating activities:
Equity in income of Local Limited Partnerships (267,571) (6,430,232)
Loss (Gain) on sale of investments in Local
Limited Partnerships 67,947 (2,842,151)
Provision for (recovery of) valuation allowance on advances to
Local Limited Partnerships (160,000) 200,000
Impairment on investments in Local
Limited Partnerships 2,364,000 404,000
Amortization 5,361 7,496
Accretion - (111)
Cash distributions included in net income - (86,828)
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Other assets - 3,166
Due to affiliate (79,143) 96,118
Accrued expenses 3,763 (5,448)
---------------- -----------------
Net cash used for operating activities (325,018) (190,051)
----------------- ----------------
Cash flows from investing activities:
Proceeds from maturities of investment securities - 250,000
Advances to Local Limited Partnerships - (200,000)
Reimbursement of advances to Local Limited
Partnerships 160,000 -
Cash distributions received from Local Limited
Partnerships - 86,828
Proceeds received from sale of investments in Local
Limited Partnerships 77,000 10,409,061
---------------- ----------------
Net cash provided by investing activities 237,000 10,545,889
---------------- ----------------
Cash flows from financing activities:
Cash distribution - (10,850,000)
---------------- ----------------
Net cash used for financing activities - (10,850,000)
---------------- ----------------
Net decrease in cash and cash equivalents (88,018) (494,162)
Cash and cash equivalents, beginning 2,185,265 2,679,427
---------------- ----------------
Cash and cash equivalents, ending $ 2,097,247 $ 2,185,265
================ ================
Non-cash investing and financing activities:
Increase to Restricted Cash $ 204 $ 514
Increase to Deferred Revenue $ 204 $ 514
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
1. Organization
Boston Financial Qualified Housing Tax Credits L.P. V (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 other limited
partnerships ("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 Financial, Inc. ("MMA"). The fiscal year of the Partnership
ends on March 31. On June 26, 2009, Municipal Mortgage & Equity, LLC (the parent
company of MMA Financial, Inc.) entered into a purchase and sale agreement with
JEN I, L.P. for the sale of substantially all of its low-income housing tax
credit business, including the Partnership and its General Partners. Upon the
consummation of the sale transaction (expected to occur on or before August 31,
2009), the General Partners will be owned or controlled by JEN I, L.P.
The Partnership's partnership agreement (the "Partnership Agreement") authorized
the sale of up to 100,000 units of Limited Partnership Interest ("Units") at
$1,000 per Unit, adjusted for certain discounts. The Partnership raised
$68,928,650 ("Gross Proceeds"), net of discounts, through the sale of 68,929
Units. The offering of Units terminated on August 31, 1991.
Under the terms of the Partnership Agreement, the Partnership originally
designated 4% of the Gross Proceeds from the sale of Units as a reserve for
working capital of the Partnership and contingencies related to ownership of
Local Limited Partnership Interests. The Managing General Partner may increase
or decrease such amounts from time to time, as it deems appropriate. At March
31, 2009 and 2008, the Managing General Partner has designated approximately
$2,030,000 and $2,185,000, respectively, as such Reserves.
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.
2. Significant Accounting Policies
Cash Equivalents
Cash equivalents represent short-term, highly liquid instruments with original
maturities of 90 days or less.
Concentration of Credit Risk
The Partnership invests its cash primarily in money market funds with commercial
banks. At times, cash balances at a limited number of banks and financial
institutions may exceed federally insured amounts. Management believes it
mitigates its credit risk by investing in major financial institutions.
Investment Securities
The Partnership's investment securities were classified as "Available for Sale"
and were reported at fair value as reported by the brokerage firm at which the
securities were held. Realized gains and losses from the sales of securities
were based on the specific identification method. Unrealized gains and losses
are excluded from earnings and reported as a separate component of partners'
equity.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
0
NOTES TO THE FINANCIAL STATEMENTS (continued)
2. Significant Accounting Policies (continued)
Investments in Local Limited Partnerships
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 ($1,223,551
and $3,470,288 at March 31, 2009 and 2008, respectively). 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.
The Tax Credits generated by Local Limited Partnerships are not reflected on the
books of the Partnership as such credits are allocated to partners for use in
offsetting their Federal income tax liability.
Excess investment costs over the underlying net assets acquired have arisen from
acquisition fees paid and expenses reimbursed to an affiliate of the
Partnership. These fees and expenses are included in the Partnership's
investments in Local Limited Partnerships and are being amortized on a
straight-line basis over 35 years until a Local Limited Partnership's respective
investment balance has been reduced to zero.
The Partnership may provide advances to the Local Limited Partnerships to
finance operations or to make debt service payments. The Partnership assesses
the collectibility of any advances at the time the advance is made and records a
reserve if collectibility is not reasonably assured.
The Partnership does not guarantee any of the mortgages or other debt of the
Local Limited Partnerships.
The Managing General Partner has decided to report the 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 December 31, 2008 and 2007 and for
the years then ended.
The Partnership, as a limited partner in the Local Limited Partnerships, is
subject to risks inherent in the ownership of property which are beyond its
control, such as fluctuations in occupancy rates and operating expenses,
variations in rental schedules, proper maintenance and continued eligibility for
tax credits. If the cost of operating a Property exceeds the rental income
earned thereon, the Partnership may deem it in its best interest to voluntarily
provide funds in order to protect its investment.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
2. Significant Accounting Policies (continued)
The Partnership has implemented policies and practices for assessing
other-than-temporary declines in the values of its investments in Local Limited
Partnerships. Periodically, the carrying values of the investments are tested
for other-than-temporary impairment. If an other-than-temporary decline in
carrying value exists, a provision to reduce the investment to the sum of the
estimated remaining benefits will be recorded in the Partnership's financial
statements. The estimated remaining benefits for each Local Limited Partnership
consist of estimated future tax losses and tax credits over the estimated life
of the investment and estimated residual proceeds at disposition. Included in
the estimated residual proceeds calculation is current net operating income
capitalized at a regional rate specific to each Local Limited Partnership less
the debt of the 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.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
Statements of Financial Accounting Standards No. 107 ("SFAS No. 107"),
Disclosures About Fair Value of Financial Instruments, requires disclosure for
the fair value of most on- and off-balance sheet financial instruments for which
it is practicable to estimate that value. The scope of SFAS No. 107 excludes
certain financial instruments, such as trade receivables and payables when the
carrying value approximates the fair value and investments accounted for under
the equity method, and all nonfinancial assets, such as real property. Unless
otherwise described, the fair values of the Partnership's assets and liabilities
which qualify as financial instruments under SFAS No. 107 approximate their
carrying amounts in the accompanying balance sheets.
Income Taxes
No provision for income taxes has been made as the liability for such taxes is
an obligation of the partners of the Partnership.
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 entities changes.
Effect of New Accounting Principles
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
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
2. Significant Accounting Policies (continued)
Effect of New Accounting Principles (continued)
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
r 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 March 31,
2009 include cash equivalents of $2,097,247.
SFAS No. 159
In February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities"
("SFAS No. 159"), which permits entities to choose to measure many financial
assets and financial liabilities at fair value. Unrealized gains and losses on
items for which the fair value option has been elected are reported in earnings.
SFAS No. 159 is effective for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The Partnership has not elected
to measure any financial assets and financial liabilities at fair value under
the provisions of SFAS No. 159.
Reclassifications
Certain reclassifications regarding provision for valuation of advances to Local
Limited Partnerships have been made to prior period financial statements to
conform to the current period presentation.
3. Investments in Local Limited Partnerships
The Partnership currently owns limited partnership interests 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 Partner to
purchase or sell the Partnership's interests in the Local Limited Partnership at
the end of the Compliance Period at nominal prices. In the event that 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 each
Local Limited Partnership agreement.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
3. Investments in Local Limited Partnerships (continued)
The following is a summary of investments in Local Limited Partnerships at March
31, 2009 and 2008:
2009 2008
---------------- ----------------
Capital contributions paid to Local Limited Partnership and purchase
price paid to withdrawing partners of Local Limited Partnerships $ 5,811,236 $ 14,058,713
Cumulative equity in losses of Local Limited Partnership (2,298,368) (9,985,736)
Cumulative cash distributions received from Local Limited Partnership (19,610) (172,525)
----------------- ----------------
Investment in Local Limited Partnership before adjustments 3,493,258 3,900,452
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses 178,600 308,970
Cumulative amortization of acquisition fees and expenses (84,307) (135,134)
---------------- ----------------
Investment in Local Limited Partnership before valuation allowance 3,587,551 4,074,288
Valuation allowance on investment in Local Limited Partnership (2,364,000) (604,000)
---------------- ----------------
Investment in Local Limited Partnership $ 1,223,551 $ 3,470,288
================ ================
During the year ended March 31, 2009, the Partnership was reimbursed $160,000
from one of the Local Limited Partnerships for advances made and reserved for in
prior years. The Partnership has also recorded a valuation allowance for its
investments in certain Local Limited Partnerships in order to appropriately
reflect the estimated net realizable value of these investments.
Summarized combined financial information of the Local Limited Partnerships in
which the Partnership has invested as of December 31, 2008 and 2007 (due to the
Partnership's policy of reporting the financial information of its Local Limited
Partnership interests on a 90 day lag basis) is as follows:
Summarized Balance Sheets - as of December 31,
2008 2007
---------------- ----------------
Assets:
Investment property, net $ 7,587,083 $ 17,481,195
Other assets 1,451,273 2,189,272
---------------- ----------------
Total Assets $ 9,038,356 $ 19,670,467
================ ================
Liabilities and Partners' Equity:
Mortgage notes payable $ 4,652,457 $ 12,541,592
Other liabilities 1,089,307 2,903,752
---------------- ----------------
Total Liabilities 5,741,764 15,445,344
---------------- ----------------
Partnership's equity 3,297,258 3,375,645
Other partners' equity (deficiency) (666) 849,478
----------------- ----------------
Total Partners' Equity 3,296,592 4,225,123
---------------- ----------------
Total Liabilities and Partners' Equity $ 9,038,356 $ 19,670,467
================ ================
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
3. Investments in Local Limited Partnerships (continued)
Summarized Statements of Operations - for the years
ended December 31,
2008 2007
---------------- ----------------
Rental and other income $ 4,165,907 $ 17,040,855
---------------- ----------------
Expenses:
Operating 4,318,993 6,892,857
Interest 475,240 1,869,703
Depreciation and amortization 957,242 1,961,145
---------------- ----------------
Total Expenses 5,751,475 10,723,705
---------------- ----------------
Net Income (Loss) $ (1,585,568) $ 6,317,150
================= ================
Partnership's share of Net Income (Loss)
(includes $207,685 from prior year) $ 409,460 $ 6,782,201
================ ================
Other partners' share of Net Income (Loss) $ (1,787,343) $ (465,051)
================ ================
For the year ended March 31, 2008, the Partnership did not recognize $297,881 of
equity in losses relating to certain Local Limited Partnerships in which
cumulative equity in losses and distributions exceeded its total investment in
these Local Limited Partnerships. Previously unrecognized losses of $141,889 and
$649,850 were included in losses recognized in the year ended March 31, 2009 and
2008, respectively.
The Partnership's equity as reflected by the Local Limited Partnerships of
$3,375,645 and $3,297,258 at March 31, 2009 and 2008, respectively, differs from
the Partnership's investments in Local Limited Partnerships before adjustments
of $3,900,452 and $3,493,258 at March 31, 2008 and 2007, respectively, primarily
due to: (i) cumulative unrecognized losses as discussed above; (ii) advances to
Local Limited Partnerships that the Partnership included in investments in Local
Limited Partnerships; and (iii) differences in the accounting treatment of
miscellaneous items.
The Partnership's interests in three of its investments in Local Limited
Partnerships were sold during the year ended March 31, 2009, resulting in sale
proceeds of $143,000 and losses totaling $1,947. Additionally, $66,000 of
proceeds received from the sale of two Local Limited Partnerships during the
year ended March 31, 2008 were returned resulting in additional losses of
$66,000.
4. Transactions with Affiliates
An affiliate of the Managing General Partner receives the base amount of 0.275%
(annually adjusted by the CPI factor) of Gross Proceeds due as the annual Asset
Management Fee for administering the affairs of the Partnership. Asset
Management Fees for the years ended March 31, 2009 and 2008 were $313,983 and
$304,634, respectively. During the years ended March 31, 2009 and 2008, $313,904
and $301,544, respectively, were paid out of available cash flow for Asset
Management Fees. Included in due to affiliate at March 31, 2009 and 2008 were
$78,555 and $78,476, respectively, of Asset Management Fees.
An affiliate of the Managing General Partner is reimbursed for the cost of the
Partnership's salaries and benefits expenses. Included in general and
administrative expenses for the years ended March 31, 2009 and 2008 are $25,056
and $100,243, respectively, that the Partnership incurred for these expenses.
During the years ended March 31, 2009 and 2008, $54,909 and $66,858,
respectively, were paid for these expenses. As of March 31, 2009 and 2008,
$3,532 and $33,385, respectively, of these reimbursements remains unpaid.
An affiliate of the General Partner is reimbursed for the actual cost of the
Partnership's operating expenses. As of March 31, 2009 and 2008, $10,274 and
$59,643, respectively, were reimbursable to the affiliate.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
5. Deferred Revenue
Under the terms of a Local Limited Partnership agreement, the Partnership was
required to fund a Supplemental Reserve in the amount of $196,000. The original
purpose of the contribution was to fund the development expenses of the Local
Limited Partnership. In lieu of transferring the Supplemental Reserve to the
Local Limited Partnership, the Partnership designated $196,000 as restricted
cash for this purpose. Since the funds were not needed, the Local Limited
Partnership agreement allows that the established Supplemental Reserve, along
with the interest earned thereon, is available to pay the Partnership its annual
priority distribution. As of March 31, 2009, $253,000 has been released to the
Partnership. The remaining balance, along with the accrued interest thereon, has
also been accounted for as deferred revenue, as it represents the future annual
priority distributions to be released to the Partnership from this Supplemental
Reserve.
6. Federal Income Taxes
The following schedule reconciles the reported financial statement net income
(loss) for the fiscal years ended March 31, 2009 and 2008 to the net income
reported on Form 1065, U.S. Partnership Return of Income for the years ended
December 31, 2008 and 2007:
2008 2007
-------------- --------------
Net Income (Loss) per financial statements $ (2,259,375) $ 8,463,939
Equity in income of Local Limited Partnerships for tax purposes
in excess of equity in losses for financial reporting purposes 474,000 1,903,431
Recognition of previously unrecognized equity in losses of Local
Limited Partnerships for financial reporting purposes, net
of current year unrecognized losses 141,889 351,969
Adjustment to reflect March 31 fiscal year end to December 31
taxable year end (18,442) (55,666)
Amortization for tax purposes in excess of amortization for financial
reporting purposes (1,134) (10,816)
Provision for valuation allowance on advances to Local Limited
Partnerships not deductible for tax purposes - 200,000
Recovery of prior year's provision for valuation allowance on
advances to Local Limited Partnerships not reportable for tax
purposes (160,000) -
Impairment on investments in Local Limited
Partnerships not deductible for tax purposes 2,364,000 404,000
Gain on sale of investments in Local Limited Partnerships for tax
purposes in excess of gain on sale for financial reporting purposes (418,089) 619,221
Cash distributions included in net income for financial
reporting purposes - (86,828)
Other (75,000) -
--------------- --------------
Net Income per tax return $ 47,849 $ 11,789,250
============== ==============
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
6. Federal Income Taxes (continued)
The differences in the assets and liabilities of the Partnership for financial
reporting purposes and tax purposes as of March 31, 2009 and December 31, 2008,
respectively, are as follows:
Financial
Reporting Tax
Purposes Purposes Differences
Investment in Local Limited Partnership $ 1,223,551 $ 1,850,116 $ (626,565)
============== ============== ===============
Other assets $ 2,116,886 $ 11,935,427 $ (9,818,541)
============== ============== ===============
Liabilities $ 165,672 $ 150,391 $ 15,281
============== ============== ==============
The differences in assets and liabilities of the Partnership for financial
reporting and tax purposes are primarily attributable to: (i) the cumulative
equity in losses of Local Limited Partnerships for tax reporting purposes is
approximately $1,711,000 greater than for financial reporting purposes; (ii) the
cumulative amortization of acquisition fees for tax purposes exceeds financial
reporting purposes by approximately $26,000; (iii) the Partnership has provided
a valuation allowance of approximately $2,364,000 against its investments in
Local Limited Partnerships for financial reporting purposes; and (iv)
organizational and offering costs of approximately $9,500,000 that have been
capitalized for tax purposes are charged to Limited Partners' equity for
financial reporting purposes.
The differences in the assets and liabilities of the Partnership for financial
reporting purposes and tax purposes as of March 31, 2008 and December 31, 2007,
respectively, are as follows:
Financial
Reporting Tax
Purposes Purposes Differences
Investments in Local Limited Partnerships $ 3,470,288 $ 1,696,187 $ 1,774,101
============== ============== ==============
Other assets $ 2,204,700 $ 12,307,404 $ (10,102,704)
============== ============== ==============
Liabilities $ 240,848 $ 416,288 $ (175,440)
============== ============== ==============
The differences in assets and liabilities of the Partnership for financial
reporting and tax purposes are primarily attributable to: (i) the cumulative
equity in losses of Local Limited Partnerships for tax reporting purposes is
approximately $1,308,011 greater than for financial reporting purposes,
including approximately $142,000 of losses the Partnership has not recognized
relating to certain Local Limited Partnerships whose cumulative equity in losses
exceeded their total investment; (ii) the cumulative amortization of acquisition
fees for tax purposes exceeds financial reporting purposes by approximately
$48,000; (iii) the Partnership has provided a valuation allowance of
approximately $604,000 against its investments in Local Limited Partnerships for
financial reporting purposes; and (iv) organizational and offering costs of
approximately $9,500,000 that have been capitalized for tax purposes are charged
to Limited Partners' equity for financial reporting purposes.
7. 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 March
31, 2009 or 2008, or net income or losses for the years ended either March 31,
2009 or 2008. The following financial information represents the performance of
this Local Limited Partnership for the years ended December 31, 2008 and 2007:
Circle Terrace Associates Limited Partnership 2008 2007
- --------------------------------------------- -------------- --------------
Total Assets $ 9,038,356 $ 9,391,317
Total Liabilities $ 5,741,764 $ 6,361,597
Revenue $ 2,828,096 $ 2,721,926
Net Income (Loss) $ 57,089 $ (274,388)