August 13, 1998 Securities and Exchange Commission Filer Support, Edgar Operation Center, Stop 0-7 6432 General Green Way Alexandria, VA 22312 RE: Boston Financial Qualified Housing Tax Credits L.P. V Report on Form 10-Q for Quarter Ended June 30, 1998 File No. 0-19706 Gentlemen: Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, there is filed herewith one copy of the subject report. Very truly yours, /s/Dianne Groark Dianne Groark Assistant Controller QH5-Q1.DOC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 ------------------------------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------- ------------------------ For Quarter Ended June 30, 1998 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 incorporation or organization) Identification No.) 101 Arch Street, Boston, MA 02110-1106 -------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 439-3911 ------------------------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Page No. - ------------------------------ Item 1. Financial Statements Combined Balance Sheets - June 30, 1998 (Unaudited) and March 31, 1998 1 Combined Statements of Operations (Unaudited) - For the Three Months Ended June 30, 1998 and 1997 2 Combined Statement of Changes in Partners' Equity (Deficiency) (Unaudited) - For the Three Months Ended June 30, 1998 3 Combined Statements of Cash Flows (Unaudited) - For the Three Months Ended June 30, 1998 and 1997 4 Notes to Combined Financial Statements (Unaudited) 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II - OTHER INFORMATION Items 1-6 12 SIGNATURE 13 BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) COMBINED BALANCE SHEETS June 30, March 31, 1998 1998 (Unaudited) Assets Cash and cash equivalents $ 263,920 $ 239,932 Mortgagee escrow deposits - 382 Tenant security deposit escrow 3,017 3,017 Investments in Local Limited Partnerships, net of reserve for valuation of $590,197 (Note 1) 23,649,420 24,775,767 Marketable securities, at fair value 3,270,355 3,064,717 Rental property at cost, net of accumulated depreciation 795,968 778,924 Replacement reserve escrow 2,400 2,888 Other assets 56,343 40,041 -------------- ------------- Total Assets $ 28,041,423 $ 28,905,668 ============== ============= Liabilities and Partners' Equity Accounts payable to affiliates $ 129,551 $ 79,210 Accounts payable and accrued expenses 46,221 72,983 Mortgage note payable 706,159 707,659 Tenant security deposits payable 3,017 3,017 Deferred revenue 141,356 139,461 -------------- ------------- Total Liabilities 1,026,304 1,002,330 -------------- ------------- Minority interest in Local Limited Partnership 140,453 140,554 General, Initial and Investor Limited Partners' Equity 26,884,007 27,777,237 Net unrealized losses on marketable securities (9,341) (14,453) -------------- ------------- Total Partners' Equity 26,874,666 27,762,784 -------------- ------------- Total Liabilities and Partners' Equity $ 28,041,423 $ 28,905,668 ============== ============= The accompanying notes are an integral part of these combined financial statements. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) COMBINED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended June 30, 1998 and 1997 1998 1997 ------------- --------- Revenue: Rental $ 29,475 $ 9,801 Investment 44,265 44,428 Other 2,464 1,943 ------------- ------------- Total Revenue 76,204 56,172 ------------- ------------- Expenses: General and administrative (includes reimbursements to an affiliate in the amounts of $25,511 and $40,069, respectively) 59,139 68,165 Asset management fees, related party 60,556 59,177 Rental operations, exclusive of depreciation 10,082 1,975 Property management fee, related party - 590 Interest 19,500 6,837 Depreciation 10,000 3,530 Amortization 7,216 7,323 ------------- ------------- Total Expenses 166,493 147,597 ------------- ------------- Loss before minority interest in losses of Local Limited Partnership and equity in losses of Local Limited Partnerships (90,289) (91,425) Minority interest in losses of Local Limited Partnership 101 31 Equity in losses of Local Limited Partnerships (803,042) (1,025,758) ------------- ------------- Net Loss $ (893,230) $ (1,117,152) ============= ============= Net Loss allocated: To General Partners $ (8,932) $ (11,172) To Limited Partners (884,298) (1,105,980) ------------- ------------- $ (893,230) $ (1,117,152) ============= ============= Net Loss per Limited Partnership Unit (68,929 Units) $ (12.83) $ (16.05) ============= ============== The accompanying notes are an integral part of these combined financial statements. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) COMBINED STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY) (Unaudited) For the Three Months Ended June 30, 1998 Initial Investor Net General Limited Limited Unrealized Partners Partner Partners Losses Total Balance at March 31, 1998 $ (314,334) $5,000 $28,086,571 $ (14,453) $ 27,762,784 Net change in net unrealized losses on marketable securities available for sale - - - 5,112 5,112 Net Loss (8,932) - (884,298) - (893,230) ---------- ------ ------------ --------- ------------- Balance at June 30, 1998 $ (323,266) $ 5,000 $ 27,202,273 $ (9,341) $ 26,874,666 ========== ======= ============ ========= ============= The accompanying notes are an integral part of these combined financial statements. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) COMBINED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended June 30, 1998 and 1997 1998 1997 ----------- ---------- Net cash used for operating activities $ (62,096) $ (35,895) --------- ---------- Cash flows from investing activities: Purchases of marketable securities (675,768) (396,596) Proceeds from sales and maturities of marketable securities 474,307 606,512 Cash distributions received from Local Limited Partnerships 289,045 132,468 --------- ---------- Net cash provided by investing activities 87,584 342,384 --------- ---------- Cash flows from financing activities: Payment of mortgage principal (1,500) (333) --------- ---------- Net cash used for financing activities (1,500) (333) --------- ---------- Net increase in cash and cash equivalents 23,988 306,156 Cash and cash equivalents, beginning 239,932 450,504 --------- ---------- Cash and cash equivalents, ending $ 263,920 $ 756,660 ========= ========== Supplemental disclosure: Cash paid for interest $ 19,500 $ 6,837 ========= ========== The accompanying notes are an integral part of these combined financial statements. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) NOTES TO THE COMBINED 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 generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto included with the Partnership's 10-K for the year ended March 31, 1998. In the opinion of management, 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 General Partners have 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 about the Local Limited Partnerships included in the accompanying combined financial statements is as of March 31, 1998 and 1997. 1. Investments in Local Limited Partnerships The Partnership has acquired interests in twenty-six Local Limited Partnerships, excluding Burbank, which own and operate multi-family housing complexes, most of which are government-assisted. The Partnership, as Investor Limited Partner, pursuant to the various Local Limited Partnership Agreements, has generally acquired a 99% interest in the profits, losses, tax credits and cash flows from operations of each of the Local Limited Partnerships with the exception of Strathern Park/Lorne Park Apartments and Huguenot Park, which are 95% and 88.6%, respectively. Upon dissolution, proceeds will be distributed according to each respective partnership agreement. The following is a summary of Investments in Local Limited Partnerships, excluding Burbank, at June 30, 1998: Capital contributions paid to Local Limited Partnerships and purchase price paid to withdrawing partners of Local Limited Partnerships $ 55,219,511 Cumulative equity in losses of Local Limited Partnerships (excluding cumulative unrecognized losses of $174,403) (30,538,612) Cumulative cash distributions received from Local Limited Partnerships (1,262,101) Investments in Local Limited Partnerships before adjustment 23,418,798 Excess of investment cost over the underlying net assets acquired: Acquisition fees and expenses 1,006,357 Accumulated amortization of acquisition fees and expenses (185,538) Investments in Local Limited Partnerships 24,239,617 Reserve for valuation of investment in Local Limited Partnership (590,197) $ 23,649,420 BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued) (Unaudited) 1. Investments in Local Limited Partnerships (continued) The Partnership's share of the net losses of the Local Limited Partnership's, excluding Burbank, for the three months ended June 30, 1998 is $843,878. For the three months ended June 30, 1998, the Partnership has not recognized $40,836 of equity in losses relating to four Local Limited Partnerships where cumulative equity in losses and cumulative distributions from Local Limited Partnerships exceeded its total investments in these Local Limited Partnerships. 2. Effect of Recently Issued Accounting Standard The Financial Accounting Standards Board recently issued Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income. The Partnership has adopted the new standard effective April 1, 1998. The adoption of this standard had no effect on the Partnership's net income or partner's equity. Comprehensive loss was $888,118 and $1,100,252 for the quarters ended June 30, 1998 and 1997, respectively. Comprehensive loss includes the change in net unrealized gains and losses on marketable securities available for sale of $5,112 and $16,900 for the quarters ended June 30, 1998 and 1997, respectively. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) NOTES TO COMBINED FINANCIAL STATEMENTS (continued) (Unaudited) 3. Supplemental Combining Schedules Balance Sheets Boston Financial Qualified Housing Wheeler Tax Credits House Combined L.P. V (A) (Burbank) (B) Eliminations (A) Assets Cash and cash equivalents $ 263,720 $ 200 $ - $ 263,920 Tenant security deposit escrow - 3,017 - 3,017 Investments in Local Limited Partnerships, net 23,595,420 - 54,000 23,649,420 Marketable securities, at fair value 3,270,355 - - 3,270,355 Rental property at cost, net of accumulated depreciation - 768,924 27,044 795,968 Replacement reserve escrow - 2,400 - 2,400 Other assets 56,343 - - 56,343 ------------- ---------------- --------------- -------------- Total Assets $ 27,185,838 $ 774,541 $ 81,044 $ 28,041,423 ============= ================ =============== ============== Liabilities and Partners' Equity (Deficiency) Accounts payable to affiliates $ 129,551 $ - $ - $ 129,551 Accounts payable and accrued expenses 40,265 5,956 - 46,221 Mortgage note payable - 706,159 - 706,159 Tenant security deposits payable - 3,017 - 3,017 Deferred revenue 141,356 - - 141,356 ------------- ---------------- --------------- -------------- Total Liabilities 311,172 715,132 - 1,026,304 ------------- ---------------- --------------- -------------- Minority interest in Local Limited Partnership - - 140,453 140,453 ------------- ---------------- --------------- -------------- General, Initial and Investor Limited Partners' Equity 26,884,007 59,409 (59,409) 26,884,007 Net unrealized losses on marketable securities (9,341) - - (9,341) ------------- ---------------- --------------- -------------- Total Partners' Equity 26,874,666 59,409 (59,409) 26,874,666 ------------- ---------------- --------------- -------------- Total Liabilities and Partners' Equity $ 27,185,838 $ 774,541 $ 81,044 $ 28,041,423 ============= ================ =============== ============== (A) As of June 30, 1998. (B) As of March 31, 1998. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) NOTES TO COMBINED FINANCIAL STATEMENTS (continued) (Unaudited) 3. Supplemental Combining Schedules (continued) Statements of Operations Boston Financial Qualified Housing Wheeler Tax Credits House Combined L.P. V (A) (Burbank) (B) Eliminations (A) Revenue: Rental $ - $ 29,475 $ - $ 29,475 Investment 44,265 - - 44,265 Other 2,415 49 - 2,464 ------------- ---------------- --------------- -------------- Total Revenue 46,680 29,524 - 76,204 ------------- ---------------- --------------- -------------- Expenses: General and administrative 59,139 - - 59,139 Asset management fees, related party 60,556 - - 60,556 Rental operations, exclusive of depreciation - 10,082 - 10,082 Interest - 19,500 - 19,500 Depreciation - 10,000 - 10,000 Amortization 7,216 - - 7,216 ------------- ---------------- --------------- -------------- Total Expenses 126,911 39,582 - 166,493 ------------- ---------------- --------------- -------------- Loss before minority interest in losses of Local Limited Partnership and equity in losses of Local Limited Partnerships (80,231) (10,058) - (90,289) Minority interest in losses of Local Limited Partnership - - 101 101 Equity in losses of Local Limited Partnerships (812,999) - 9,957 (803,042) ------------- ---------------- --------------- -------------- Net Loss $ (893,230) $ (10,058) $ 10,058 $ (893,230) ============= ================ =============== ============== (A) For the three months ended June 30, 1998. (B) For the three months ended March 31, 1998. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) NOTES TO COMBINED FINANCIAL STATEMENTS (continued) (Unaudited) 3. Supplemental Combining Schedules (continued) Statements of Cash Flows Boston Financial Qualified Housing Wheeler Tax Credits House Combined L.P. V (A) (Burbank) (B) Eliminations (A) Net cash provided by (used for) operating activities $ (63,572) $ 1,476 $ - $ (62,096) ------------- --------------- --------------- -------------- Cash flows from investing activities: Purchases of marketable securities (675,768) - - (675,768) Proceeds from sales and maturities of marketable securities 474,307 - - 474,307 Cash distributions received from Local Limited Partnerships 289,045 - - 289,045 ------------- -------------- --------------- -------------- Net cash provided by investing activities 87,584 - - 87,584 ------------- -------------- --------------- -------------- Cash flows from financing activities: Payment of mortgage principal - (1,500) - (1,500) ------------- -------------- --------------- -------------- Net cash used for financing activities - (1,500) - (1,500) ------------- -------------- --------------- -------------- Net increase (decrease) in cash and cash equivalents 24,012 (24) - 23,988 Cash and cash equivalents, beginning 239,708 224 - 239,932 ------------- -------------- --------------- -------------- Cash and cash equivalents, ending $ 263,720 $ 200 $ - $ 263,920 ============= ============== =============== ============== (A) For the three months ended June 30, 1998. (B) For the three months ended March 31, 1998. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources At June 30, 1998, the Partnership (including Burbank) had cash and cash equivalents of $263,920, as compared with $239,932 at March 31, 1998. The increase is primarily attributable to cash distributions received from Local Limited Partnerships. The increase is partially offset by purchases of marketable securities in excess of proceeds from sales and maturities of marketable securities and cash used for operating activities. Approximately $2,732,000 of marketable securities has been designated as Reserves by the Managing General Partner. The Reserves were established to be used for working capital of the Partnership and contingencies related to the ownership of Local Limited Partnership interests. Management believes that the investment income earned on the Reserves, along with cash distributions received from Local Limited Partnerships, will be sufficient to fund the Partnership's ongoing operations and any contingencies that may arise. Reserves may be used to fund Local Limited Partnership operating deficits if the Managing General Partner deems such funding appropriate. Since the Partnership invests as a limited partner, the Partnership has no contractual duty to provide additional funds to Local Limited Partnerships beyond its specified investment. Thus, at June 30, 1998, the Partnership had no contractual or other obligation to any Local Limited Partnership which had not been paid or provided for. In the event a Local Limited Partnership encounters operating difficulties requiring additional funds, the Partnership might deem it in its best interest to provide such funds, voluntarily, in order to protect its investment. No such event has occurred to date. Cash Distributions No cash distributions were made during the three months ended June 30, 1998. Results of Operations The Partnership's results of operations for the three months ended June 30, 1998 resulted in a net loss of $893,230, as compared to a net loss of $1,117,152 for the same period in 1997. The decrease in net loss is primarily attributable to a decrease in equity in losses of Local Limited Partnerships. Equity in losses of Local Limited Partnerships decreased due to an overall decrease in interest and operating expenses and an increase in losses not recognized by the Partnership for Local Limited Partnerships whose cumulative equity in losses and cumulative distributions exceeded its total investment in those partnerships. In addition, rental income, rental operations, interest and depreciation expenses increased due to a full three months of operations in 1998 as compared to one month of operations in 1997 for the Combined Entity, since this entity was combined as of March 1, 1997. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Property Discussions Limited Partnership interests have been acquired in twenty-seven Local Limited Partnerships which are located in ten states and the Virgin Islands. At the time of acquisition, five of the properties, totaling 612 units, were existing properties undergoing rehabilitation and twenty-two properties, consisting of 1,762 units, were new construction. All properties have completed construction or rehabilitation and initial lease-up. Historic New Center in Detroit, Michigan is generating operating deficits due to low occupancy and collection problems. The Managing General Partner, Local General Partner and property manager are working to improve collections. In October 1997, a new site manager was hired to focus on marketing and collections as well as improvements to the appearance of the property. As previously reported, the Managing General Partner and the Local General Partner have been in negotiations with the lender to obtain debt service relief through a loan modification. In April 1998, an agreement was reached in order to restructure the mortgage with a reduction in debt service by a paydown of the mortgage and an interest rate reduction. This restructuring should enable the property to cover the debt service and provide capital for physical improvements. Occupancy continues to fluctuate due to volatility of the tenant profile. However, occupancy as of June 30, 1998 was 97%. The Managing General Partner will continue to closely monitor property operations. Westgate, located in North Dakota, has been experiencing declining occupancy. Occupancy as of June 30, 1998 was 85%. Affiliates of the Managing General Partner have been working with the Local General Partner who has raised some concerns over the long-term financial health of the property. In an effort to reduce possible future risk, the Managing General Partner consummated the transfer of 50% of the Partnership's interest in capital and profits in Westgate to the Local General Partner. The Managing General Partner has the right to transfer the Partnership's remaining interest to the Local General Partner any time after one year has elapsed. The Partnership will retain its full share of tax credits until such time as the remaining interest is put to the Local General Partner. In addition, the Local General Partner has the right to call the remaining interest after the tax credit period has expired. In accordance with Financial Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", which is effective for fiscal years beginning after December 15, 1995, the Partnership has implemented policies and practices for assessing impairment of its real estate assets and investments in local limited partnerships. Each asset is analyzed by real estate experts to determine if an impairment indicator exists. If so, the carrying value is compared to future cash flows expected to be derived from the asset. If the total undiscounted cash flows are less than the carrying value, a provision to write down the asset to fair value will be charged against income. 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 - None (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter ended June 30, 1998. BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V (A Limited Partnership) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DATED: August 13, 1998 BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V By: Arch Street V, Inc., its Managing General Partner /s/Randolph G. Hawthorne Randolph G. Hawthorne Managing Director, Vice President and Chief Operating Officer