UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
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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
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(Exact name of registrant as specified in its charter)
Massachusetts 04-3054464
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Arch Street, Boston, Massachusetts 02110-1106
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-3911
-----------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No .
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ___ Accelerated Filer ___
Non-accelerated filer ___ (Do not check if
a smaller reporting company) Smaller reporting company X
_____
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes____ No X .
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page No.
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Item 1. Financial Statements
Balance Sheet - September 30, 2009 (Unaudited)
and March 31, 2009 (Audited) 1
Statements of Operations (Unaudited) - For the Three and Six
Months Ended September 30, 2009 and 2008 2
Statement of Changes in Partners' Equity
(Unaudited) - For the Six Months Ended September 30,
2009 3
Statements of Cash Flows (Unaudited) - For the Six
Months Ended September 30, 2009 and 2008 4
Notes to the Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. Controls and Procedures 14
PART II - OTHER INFORMATION
Items 1-6 15
SIGNATURE 16
CERTIFICATIONS 17
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
BALANCE SHEET
September 30, 2009 (Unaudited) and March 31, 2009 (Audited)
Assets September 30 March 31
-------- --------------- --------------
Cash and cash equivalents $ 1,966,407 $ 2,097,247
Restricted cash - 19,639
Investments in Local Limited Partnerships (Note 1) 1,236,307 1,223,551
---------------- ----------------
Total Assets $ 3,202,714 $ 3,340,437
================ ================
Liabilities and Partners' Equity
Due to affiliate $ 159,746 $ 92,361
Accrued expenses 34,146 53,672
Deferred revenue - 19,639
---------------- ----------------
Total Liabilities 193,892 165,672
General, Initial and Investor Limited Partners' Equity 3,008,822 3,174,765
---------------- ----------------
Total Liabilities and Partners' Equity $ 3,202,714 $ 3,340,437
================ ================
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three and Six Months Ended September 30, 2009 and 2008
(Unaudited)
Three Months Ended Six Months Ended
September 30, September 30, September 30, September 30,
2009 2008 2009 2008
---------------- ---------------- ---------------- ----------------
Revenue
Investment $ 7,479 $ 10,721 $ 15,251 $ 19,999
Recovery of provision for valuation
allowance on advances to Local
Limited Partnerships - - - 160,000
Cash distribution income - - 19,662 153,491
---------------- ---------------- ---------------- ----------------
Total Revenue 7,479 10,721 34,913 333,490
---------------- ---------------- ---------------- ----------------
Expenses:
Asset management fees, affiliate 78,555 78,476 157,110 156,952
General and administrative (includes reimbursement
to affiliate in the amounts of $4,750 and $18,401
for the six months ended September 30, 2009 and 2008,
respectively) 24,575 35,102 56,502 71,830
Amortization 1,277 1,351 2,552 2,740
---------------- ---------------- ---------------- ----------------
Total Expenses 104,407 114,929 216,164 231,522
---------------- ---------------- ---------------- ----------------
Income (Loss) before equity in income
of Local Limited Partnerships and
gain (loss) on sale of investments in
Local Limited Partnerships (96,928) (104,208) (181,251) 101,968
Equity in income of Local Limited
Partnership (Note 1) 1,349 171,745 15,308 90,103
Gain (loss) on sale of investments in Local
Limited Partnerships - 11,188 - (43,668)
---------------- ---------------- ---------------- ----------------
Net Income (Loss) $ (95,579) $ 78,725 $ (165,943) $ 148,403
================ ================ ================- ================
Net Income (Loss) allocated:
General Partners $ (955) $ 787 $ (1,659) $ 1,484
Limited Partners (94,624) 77,938 (164,284) 146,919
--------------- ---------------- ---------------- ----------------
$ (95,579) $ 78,725 $ (165,943) $ 148,403
================ ================ ================- ================
Net Income (Loss) Per Limited Partner
Unit (68,929 Units) $ (1.37) $ 1.13 $ (2.38) $ 2.13
===============- ================ ===============- ================
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY
For the Six Months Ended September 30, 2009
(Unaudited)
Initial Investor
General Limited Limited
Partners Partner Partners Total
Balance at March 31, 2009 $ 31,654 $ 5,000 $ 3,138,111 $ 3,174,765
Net Loss (1,659) - (164,284) (165,943)
------------- -------------- -------------- --------------
Balance at September 30, 2009 $ 29,995 $ 5,000 $ 2,973,827 $ 3,008,822
============= ============== ============== =============
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
For the Six Months Ended September 30, 2009 and 2008
(Unaudited)
2009 2008
------------- -------------
Net cash provided by (used for) operating activities $ (130,840) $ 24,140
Net cash provided by investing activities - 168,939
-------------- -------------
Net increase (decrease) in cash and cash equivalents (130,840) 193,079
Cash and cash equivalents, beginning 2,097,247 2,185,265
------------- --------------
Cash and cash equivalents, ending $ 1,996,407 $ 2,378,344
============= ==============
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by accounting principles generally
accepted in the United States of America. These statements should be read in
conjunction with the financial statements and notes thereto included with the
Partnership's Form 10-K for the year ended March 31, 2009. In the opinion of the
Managing General Partner, these financial statements include all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
Partnership's financial position and results of operations. The results of
operations for the periods may not be indicative of the results to be expected
for the year.
The Managing General Partner of the Partnership has elected to report results of
the Local Limited Partnerships on a 90 day lag basis because the Local Limited
Partnerships report their results on a calendar year basis. Accordingly, the
financial information of the Local Limited Partnerships that is included in the
accompanying financial statements is as of June 30, 2009 and 2008.
Generally, profits, losses, tax credits and cash flows from operations are
allocated 99% to the Limited Partners and 1% to the General Partners. Net
proceeds from a sale or refinancing will be allocated 95% to the Limited
Partners and 5% to the General Partners after certain priority payments. The
General Partners may have an obligation to fund deficits in their capital
accounts, subject to limits set forth in the Partnership Agreement. However, to
the extent that the General Partners' capital accounts are in a deficit
position, certain items of net income may be allocated to the General Partners
in accordance with the Partnership Agreement.
1. Investments in Local Limited Partnerships
The Partnership has a limited partnership interest in one Local Limited
Partnership which was organized for the purpose of owning and operating
multi-family housing complexes, and is government-assisted. The Partnership's
ownership interest in the Local Limited Partnership is 99%. The Partnership may
have negotiated or may negotiate options with the Local General Partners to
purchase or sell the Partnership's interest in the Local Limited Partnership at
the end of the Compliance Period at nominal prices. In the event that the Local
Limited Partnership is sold to third parties or upon dissolution of the Local
Limited Partnership, proceeds will be distributed according to the terms of the
Local Limited Partnership agreement.
The following is a summary of investment in Local Limited Partnership at
September 30, 2009 and March 31, 2009:
September 30, March 31,
Capital contributions paid to Local Limited Partnership and purchase price
paid to withdrawing partners of Local Limited Partnership $ 5,811,236 $ 5,811,236
Cumulative equity in losses of Local Limited Partnership (2,283,060) (2,298,368)
Cumulative cash distributions received from Local Limited Partnership (19,610) (19,610)
---------------- -----------------
Investment in Local Limited Partnership before adjustments 3,508,566 3,493,258
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses 178,600 178,600
Cumulative amortization of acquisition fees and expenses (86,859) (84,307)
---------------- -----------------
Investment in Local Limited Partnership before valuation allowance 3,600,307 3,587,551
Valuation allowance on investment in Local Limited Partnership (2,364,000) (2,364,000)
---------------- -----------------
Investment in Local Limited Partnership $ 1,236,307 $ 1,223,551
================ =================
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
1. Investments in Local Limited Partnerships (continued)
The Partnership has also recorded a valuation allowance for its investment in
the Local Limited Partnership in order to appropriately reflect the estimated
net realizable value of this investment.
The Partnership's share of the net income (losses) of the Local Limited
Partnership for the six months ended September 30, 2009 and 2008 is $15,308 and
$54,338, respectively. For the six months ended September 30, 2008, the
Partnership has not recognized $144,441 of equity in losses relating to certain
Local Limited Partnerships in which the cumulative equity in losses and
cumulative distributions exceeded its total investments in these Local Limited
Partnerships.
2. Fair Value Measurements
In September 2006, the Financial Accounting Standards Board ("FASB") issued
authoritative guidance which provided enhanced guidance for using fair value to
measure assets and liabilities. The authoritative guidance, which is effective
for financial statements issued in fiscal years beginning after November 15,
2007 and interim periods within those fiscal years, established a common
definition of fair value, providing a framework for measuring fair value under
U.S. generally accepted accounting principles and expanding disclosure
requirements about fair value measurements. In February 2008, additional
authoritative guidance was issued which delays the above effective date for fair
value measurement of 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 certain
provisions of the authoritative guidance for financial assets and liabilities
recognized at fair value on a recurring basis effective April 1, 2008. This
partial adoption of did not have a material impact on the Partnership's
Financial Statements. The Partnership does not expect the adoption of the
remaining provisions to have a material effect on the Partnership's financial
position, operations or cash flow. This authoritative guidance requires that a
Partnership measure its financial assets and liabilities using inputs from the
three levels of the fair value hierarchy. A financial asset or liability
classification within the hierarchy is determined based on the lowest level
input that is significant to the fair value measurement. The three levels are as
follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for
identical assets or liabilities that the Partnership has the
ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or
similar assets or liabilities in markets that are not active,
inputs other than quoted prices that are observable for the
asset or liability and inputs that are derived principally from
or corroborated by observable market data by correlation or
other means (market corroborated inputs).
Level 3 - Unobservable inputs reflect the Partnership's judgments
about the assumptions market participants would use in pricing
the asset or liability since limited market data exists. The
Partnership develops these inputs based on the best information
available, including the Partnership's own data.
Financial assets accounted for at fair value on a recurring basis at September
30 and March 31, 2009 includes cash equivalents of $1,966,407 and $2,097,247,
respectively.
In February 2007, the FASB issued authoritative guidance 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. This guidance 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.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
3. New Accounting Principles
Accounting for Uncertainty in Income Taxes
In June 2006, the FASB issued authoritative guidance which provides guidance for
how uncertain tax positions should be recognized, measured, presented and
disclosed in the financial statements. As required, the Partnership adopted this
authoritative guidance effective April 1, 2007 and concluded that the effect was
not material to its financial statements. In December 2008, the FASB issued
additional authoritative guidance which deferred the effective date for certain
nonpublic organizations. The deferred effective date is intended to give the
FASB additional time to develop guidance on the application of this
authoritative guidance by pass through and not-for-profit entities. If required,
the General Partner may modify the Partnership's disclosures in accordance with
the FASB's guidance.
Codification and Hierarchy of Generally Accepted Accounting Principles
In June 2009, the FASB issued authoritative guidance which establishes the FASB
Standards Accounting Codification ("Codification") as the source of
authoritative GAAP recognized by the FASB to be applied to nongovernmental
entities. It is effective for interim and annual reporting periods ending after
September 15, 2009. The Partnership has adopted this authoritative guidance with
its September 30, 2009 reporting. The only other source of authoritative GAAP is
the rules and interpretive releases of the SEC which only apply to SEC
registrants. The Codification supersedes all the existing non-SEC accounting and
reporting standards upon its effective date. Since the issuance of the
Codification is not intended to change or alter existing GAAP, adoption of this
statement did not have an impact on the Partnership's financial position or
results of operations, but did change the way in which GAAP is referenced in the
Partnership's financial statements.
Subsequent Events
In May 2009, the FASB issued authoritative guidance which establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before the financial statements are issued or are
available to be issued. The Partnership adopted this authoritative guidance for
the quarter ended June 30, 2009 and has evaluated subsequent events after the
balance sheet date of September 30, 2009 through November 16, 2009, the date the
financial statements were issued.
Interim Disclosures about Fair Value Measurement
In April 2009, the FASB issued authoritative guidance which amends previous
professional standards, to require disclosures about the fair value of financial
instruments for interim reporting periods. The authoritative guidance, effective
for interim and annual reporting periods ending after June 15, 2009, also
requires companies to disclose the methods and significant assumptions used to
estimate the fair value of financial instruments in financial statements on an
interim basis and to describe any changes during the period. The Partnership
adopted this authoritative guidance for the quarter ended June 30, 2009 and the
adoption did not have a material impact on the Partnership's financial position
or results of operations.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
4. 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
September 30, 2009 or 2008 or net income (losses) for the three months then
ended. The following financial information represents the performance of this
Local Limited Partnership for the three months ended June 30, 2009 and 2008:
Circle Terrace Associates Limited Partnership 2009 2008
- --------------------------------------------- -------------- ------------
Revenue $ 779,734 $ 711,463
Net Income $ 1,363 $ 180,706
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain matters discussed herein constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The use of
words like "anticipate, "intend," "project," "plan," "expect," "believe,"
"could," and similar expressions are intended to identify such forward-looking
statements. The Partnership intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements and is
including this statement for purposes of complying with these safe harbor
provisions. Although the Partnership believes the forward-looking statements are
based on reasonable assumptions, the Partnership can give no assurance that its
expectations will be attained. Actual results and timing of certain events could
differ materially from those projected in or contemplated by the forward-looking
statements due to a number of factors, including, without limitation, general
economic and real estate conditions and interest rates.
Critical Accounting Policies
The Partnership's accounting policies include those that relate to its
recognition of investments in Local Limited Partnerships using the equity method
of accounting. The Partnership's policy is as follows:
The Local Limited Partnerships in which the Partnership invests are Variable
Interest Entities ("VIE"s). The Partnership is involved with the VIEs as a
non-controlling limited partner equity holder. The investments in the Local
Limited Partnerships are made primarily to obtain tax credits on behalf of the
Partnership's investors. The general partners of the Local Limited Partnerships,
who are considered to be the primary beneficiaries, control the day-to-day
operations of the Local Limited Partnerships. The general partners are also
responsible for maintaining compliance with the tax credit program and for
providing subordinated financial support in the event operations cannot support
debt and property tax payments. The Partnership, through its ownership
percentages, may participate in property disposition proceeds. The timing and
amounts of these proceeds are unknown but can impact the Partnership's financial
position, results of operations or cash flows. Because the Partnership is not
the primary beneficiary of these VIEs, it accounts for its investments in the
Local Limited Partnerships using the equity method of accounting. As a result of
its involvement with the VIEs, the Partnership's exposure to economic and
financial statement losses is limited to its investments in the VIEs ($1,236,307
and $1,223,551 at September 30, 2009 and March 31, 2009, 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 Partnership has implemented policies and practices for assessing
other-than-temporary declines in the values of its investment in Local Limited
Partnership. Periodically, the carrying value of the investment is 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 the 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 the 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
Partnership.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Liquidity and Capital Resources
At September 30, 2009, the Partnership had cash and cash equivalents of
$1,966,407 compared with $2,097,247 at March 31, 2009. The decrease is primarily
attributable to the payment of asset management fees and cash used for operating
activities, partially offset by cash distributions received from the Local
Limited Partnership.
The Managing General Partner initially designated 4% of the Gross Proceeds as
Reserves as defined in the Partnership Agreement. The Reserves were established
to be used for working capital of the Partnership and contingencies related to
the ownership of Local Limited Partnership interests. The Managing General
Partner may increase or decrease such Reserves from time to time, as it deems
appropriate. At September 30, 2009 and March 31, 2009, approximately $1,930,000
and $2,030,000, 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
September 30, 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 September 30, 2009, the Partnership
had no contractual or other obligation to any Local Limited Partnership which
had not been paid or provided for.
Cash Distributions
No cash distributions were made during the six months ended September 30, 2009.
Results of Operations
Three Month Period
The Partnership's results of operations for the three months ended September 30,
2009 resulted in net loss of $95,579 as compared to net income of $78,725 for
the same period in 2008. The decrease in net income is primarily attributable to
a decrease in gain on sale of investments in Local Limited Partnerships and a
decrease in equity in income of Local Limited Partnership. These effects were
partially offset by a decrease in general and administrative costs. The decrease
in gain on sale of investments in Local Limited Partnerships is the result of
the sale of investments in one Local Limited Partnerships that netted sale
proceeds during the three months ended September 30, 2008, as compared with no
sale of investment in Local Limited Partnerships in the current period. The
decrease in equity in income is due to a decrease in net income from one Local
Limited Partnership. General and administrative costs decreased primarily due to
a reduction in investor reporting, salary, and accounting expense.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Results of Operations (continued)
Six Month Period
The Partnership's results of operations for the six months ended September 30,
2009 resulted in net loss of $165,943 as compared to net income of $148,403 for
the same period in 2008. The decrease in net income is primarily attributable to
a decrease in equity in income of Local Limited Partnerships, a decrease in
other income, and a decrease in recovery of provision for valuation allowance on
advances to Local Limited Partnerships. These effects were partially offset by a
decrease in loss on sale of investments in Local Limited Partnerships and a
decrease in general and administrative expenses. The decrease in equity in
income is due to a decrease in unrecognized losses by the Partnership of Local
Limited Partnerships with carrying values of zero. The Partnership had a
decrease in other income during the period ended September 30, 2009 due to a
decrease in final distributions from Local Limited Partnerships no longer held
as investment by the Partnership. The decrease in recovery of provision for
valuation allowance on advances to Local Limited Partnerships results from the
reimbursement of advances made from one Local Limited Partnership during the six
months ended September 30, 2008. The decrease in loss on sale of investments in
Local Limited Partnerships is the result of the return of proceeds from the
previous sale of two investments in Local Limited Partnerships during the same
period ended 2008 compared with no loss on sale of investment in the current
period. General and administrative costs decreased primarily due to a reduction
in legal, salary and accounting expense as a result of the decrease in property
investments held.
Portfolio Update
The Partnership was formed on June 16, 1989 under the laws of the State of
Massachusetts for the primary purpose of investing, as a limited partner, in
Local Limited Partnerships, some of which own and operate apartment complexes
benefiting from some form of federal, state or local assistance, and each of
which qualifies for low-income housing tax credits. The Partnership's objectives
are to: (i) provide current tax benefits in the form of tax credits which
qualified investors may use to offset their federal income tax liability; (ii)
preserve and protect the Partnership's capital; (iii) provide limited cash
distributions which are not expected to constitute taxable income during
Partnership operations; and (iv) provide cash distributions from sale or
refinancing transactions. The fiscal year of the Partnership ends on March 31.
Municipal Mortgage & Equity, LLC ("MuniMae") has now sold substantially all of
the assets of its Low Income Housing Tax Credit ("LIHTC") business to a venture
consisting of JEN Partners, LLC or its affiliates ("JEN") and Real Estate
Capital Partners, LP or its affiliates ("RECP"). The first stage of this sale
closed on July 30, 2009 and the second stage closed on October 13, 2009. The
business is owned by Boston Financial Investment Management, LP, a Delaware
limited partnership, which is directly and indirectly owned by JEN and RECP
("Boston Financial"). The general partner of Boston Financial is BFIM
Management, LLC, a JEN affiliate. From July 30, 2009 through October 13, 2009,
MuniMae had engaged BFIM Asset Management, LLC ("BFIM"), an affiliate of Boston
Financial, to provide asset management to the Partnership. Most of the employees
of MuniMae's LIHTC business have joined Boston Financial, the operations of the
business are to remain intact in the Boston office and the Partnership will
continue to be managed and administered in the ordinary course.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Portfolio Update (continued)
Arch Street VIII, Inc. is the Managing General Partner of the Partnership ("Arch
Street") and Arch Street V Limited Partnership is the co-General Partner of the
Partnership ("Arch Street LP"). The general partner of Arch Street LP is Arch
Street. In connection with the above-described transaction, on October 13, 2009,
ownership and control of the Managing General Partner and control of the
co-General Partner were directly and/or indirectly transferred from an affiliate
of MuniMae to Boston Financial. The transfer will not change the organizational
structure of the Partnership. The principal office and place of business of the
Partnership will continue to be 101 Arch Street, 13th Floor, Boston,
Massachusetts 02110.
As of September 30, 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.
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 Managing General Partner will continue to closely monitor the operations of
the remaining Property and continues to explore a disposition strategy with
respect to the Partnership's remaining Local Limited Partnership interest. The
Partnership shall dissolve and its affairs shall be wound up upon the
disposition of the final Local Limited Partnership interest and other assets of
the Partnership. Investors will continue to be Limited Partners, receiving K-1s
and quarterly and annual reports, until the Partnership is dissolved.
The Partnership is not a party to any pending legal or administrative
proceeding, and to the best of its knowledge, no legal or administrative
proceeding is threatened or contemplated against it.
Property Discussions
The remaining Property, Circle Terrace, in which the Partnership has an
interest, operated above breakeven for the quarter ended June 30, 2009. 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 March 2010 disposition of the Partnership's interest in this Local
Limited Partnership. A purchase and sales contract is estimated to be signed in
November 2009. Net sales proceeds are projected to be approximately $6,850,000,
or $99.38 per Unit. The Managing General Partner estimates 2010 tax loss to be
approximately $4,500,000, or $65.29 per Unit.
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.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Property Discussions (continued)
As previously reported, the Managing General Partner anticipated 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, 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 $1.09 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.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Non Applicable
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Partnership maintains disclosure controls and procedures designed to ensure
that information required to be disclosed in reports filed under the Securities
Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and
reported within the specified time periods. The Partnership's Chief Executive
Officer and its Chief Financial Officer (collectively, the "Certifying
Officers") are responsible for maintaining disclosure controls for the
Partnership. The controls and procedures established by the Partnership are
designed to provide reasonable assurance that information required to be
disclosed by the issuer in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Commission's rules and forms.
As of the end of the period covered by this report, the Certifying Officers
evaluated the effectiveness of the Partnership's disclosure controls and
procedures. Based on the evaluation, the Certifying Officers concluded that as
of September 30, 2009, the Partnership's disclosure controls and procedures were
effective to provide reasonable assurance that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the applicable rules and forms, and that it is accumulated and communicated
to our management, including the Certifying Officers, as appropriate to allow
timely decisions regarding required disclosure.
Internal Control over Financial Reporting
The Certifying Officers have also concluded that there was no change in the
Partnership's internal controls over financial reporting identified in
connection with the evaluation that occurred during the Partnership's second
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Partnership's internal control over financial reporting.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K
(a) Exhibits
31.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: November 16, 2009 BOSTON FINANCIAL QUALIFIED HOUSING
TAX CREDITS L.P. V
By: Arch Street VIII, Inc.,
its Managing General Partner
/s/Kenneth J. Cutillo
Kenneth J. Cutillo
President
Arch Street VIII, Inc.