Item 1. Business
Organization
Boston Capital Tax Credit Fund V L.P. (the “Fund”) is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act as of October 15, 2003. The General Partner of the Fund is Boston Capital Associates V LLC, a Delaware limited liability company. The members of the General Partner are Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, and John P. Manning, who is the managing member. Additional managers of the General Partner are Jeffrey H. Goldstein and Marc N. Teal. The general partner of Boston Capital Companion Limited Partnership is Boston Capital Partners II Corporation whose sole shareholder is John P. Manning. John P. Manning is the principal of Boston Capital Partners, Inc.
The Assignor Limited Partner is BCTC V Assignor Corp., a Delaware corporation which is wholly-owned by John P. Manning. The Assignor Limited Partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business. Units of beneficial interest in the Limited Partnership Interest of the Assignor Limited Partner will be assigned by the Assignor Limited Partner by means of beneficial assignee certificates (“BACs”) to investors and investors will be entitled to all the rights and economic benefits of a Limited Partner of the Fund including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Fund.
A Registration Statement on Form S-11 and the related prospectus, as supplemented (the “Prospectus”) were filed with the Securities and Exchange Commission and became effective January 2, 2004 in connection with a public offering (“Offering”) in one or more series of a minimum of 250,000 BACs and a maximum of 7,000,000 BACs at $10 per BAC. As of March 31, 2005, subscriptions had been received and accepted by the General Partner in Series 47 for 1,844,945 BAC’s representing capital contributions of $18,449,450. On August 10, 2004 an amendment to Form S-11, which registered an additional 8,500,000 BACs for sale to the public in one or more series became effective. As of March 31, 2005, subscriptions had been received and accepted by the General Partner in Series 47, Series 48, and Series 49 for 10,785,967 BAC’s representing capital contributions of $107,859,670.
The Offering, including information regarding the issuance of BACs in series, is described on pages 161 to 167 of the Prospectus, as supplemented, under the caption “The Offering”, which is incorporated herein by reference.
Description of Business
The Fund’s principal business is to invest as a limited partner in other limited partnerships (the “Operating Partnerships”) each of which will own or lease and will operate an Apartment Complex exclusively or partially for low- and moderate-income tenants. Each Operating Partnership in which the Fund will invest will own Apartment Complexes which are completed, newly-constructed, under construction or rehabilitation, or to-be constructed or rehabilitated, and which are expected to receive Government Assistance. Each Apartment Complex is expected to qualify for the low-income housing tax credit under Section 42 of the Code (the “Federal Housing Tax Credit”), thereby providing tax benefits over a period of ten to twelve years in the form of tax
credits which investors may use to offset income, subject to certain strict limitations, from other sources. Certain Apartment Complexes may also qualify for the historic rehabilitation tax credit under Section 47 of the Code (the “Rehabilitation Tax Credit”). The Federal Housing Tax Credit and the Government Assistance programs are described on pages 72 to 93 of the Prospectus, as supplemented, under the captions “Tax Credit Programs” and “Government Assistance Programs,” which is incorporated herein by reference. Section 236 (f) (ii) of the National Housing Act, as amended, in Section 101 of the Housing and Urban Development Act of 1965, as amended, each provide for the making by HUD of rent supplement payments to low income tenants in properties which receive other forms of federal assistance such as Tax Credits. The payments for each tenant, which are made directly to the owner of their property, generally are in such amounts as to enable the tenant to pay rent equal to 30% of the adjusted family income. Some of the Apartment Complexes in which the Partnership has invested are receiving such rent supplements from HUD. HUD has been in the process of converting rent supplement assistance to assistance paid not to the owner of the Apartment Complex, but directly to the individuals. At this time, the Partnership is unable to predict whether Congress will continue rent supplement programs payable directly to owners of the Apartment Complex.
As of March 31, 2005 the Fund had invested in 15 Operating Partnerships on behalf of Series 47, 10 Operating Partnerships on behalf of Series 48 and 8 Operating Partnerships on behalf of Series 49. A description of these Operating Partnerships is set forth in Item 2
Item 2. Properties
The Fund has acquired a Limited Partnership interest in 33 Operating Partnerships in three series, identified in the table set forth below. The Apartment Complex owned by the Operating Partnership is eligible for the Federal Housing Tax Credit. Initial occupancy of a unit in each Apartment Complex which initially complied with the Minimum Set-Aside Test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the Rent Restriction Test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to hereinafter as “Qualified Occupancy.” The Operating Partnership and the respective Apartment Complex is described more fully in the Prospectus. The General Partner believes that there is adequate casualty insurance on the properties.
Boston Capital Tax Credit Fund V L.P. - Series 47
PROPERTY PROFILE AS OF MARCH 31, 2005
U/C Property was under construction at March 31, 2005.
*Property was in lease-up phase as of March 31, 2005.
Boston Capital Tax Credit Fund V L.P. - Series 48
PROPERTY PROFILE AS OF MARCH 31, 2005
U/C Property was under construction at March 31, 2005.
*Property was in lease-up phase as of March 31, 2005.
Boston Capital Tax Credit Fund V L.P. - Series 49
PROPERTY PROFILE AS OF MARCH 31, 2005
U/C Property was under construction at March 31, 2005.
*Property was in lease-up phase as of March 31, 2005.
Item 3.
Item 3. Legal Proceedings
None.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
Item 5.
Market for the Fund’s Limited Partnership Interests and Related Fund Matters and Issuer Purchases of Partnership Interests
(a)
Market Information
The Fund is classified as a limited partnership and thus has no common stock. There is no established public trading market for the BACs and it is not anticipated that any public market will develop.
(b)
Approximate number of security holders
As of March 31, 2005, the Fund has 4,889 BAC holders for an aggregate of 10,785,967 BACs, at a subscription price of $10 per BAC, received and accepted.
The BACs are being issued in series. Series 47 consists of 1,572 investors holding 3,478,334 BACs, Series 48 consists of 1,081 investors holding 2,299,372 BACs and Series 49 consists of 2,236 investors holding 5,008,261 BACs at March 31, 2005.
(c)
Dividend history and restriction
The Fund has made no distributions of Net Cash Flow to its BAC Holders from its inception, October 15, 2003 through March 31, 2005.
The Fund Agreement provides that Profits, Losses and Credits will be allocated each month to the holder of record of a BAC as of the last day of such month. Allocation of Profits, Losses and Credits among BAC Holders will be made in proportion to the number of BACs held by each BAC Holder.
Any distributions of Net Cash Flow or Liquidation, Sale or Refinancing Proceeds will be made within 180 days of the end of the annual period to which they relate. Distributions will be made to the holders of record of a BAC as of the last day of each month in the ratio which (i) the BACs held by such Person on the last day of the calendar month bears to (ii) the aggregate number of BACs outstanding on the last day of such month.
Fund allocations and distributions are described on pages 108 to 112 of the Prospectus, as supplemented, under the caption “Sharing Arrangements: Profits, Credits, Losses, Net Cash Flow and Residuals”, which is incorporated herein by reference.
To date the Fund has not made any equity distributions to the Limited Partners.
Item 6.
Item 6. Selected Financial Data
The information set forth below presents selected financial data of the Fund. Additional detailed financial information is set forth in the audited financial statements listed in Item 15 hereof. Selected financial data for years or periods ended March 31,
*Refer to Exceptions to Certifications discussing presentation of Unaudited Financial Statements
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements such as our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. Such statements are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, without limitation, the factors identified in Part I, Item 1 of this Report. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and, therefore, there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.
Liquidity
The Fund’s primary source of funds is the proceeds of its Public Offering. Other sources of liquidity will include (i) interest earned on capital contributions held pending investment or on working capital reserves (ii) cash distributions from operations of the Operating Partnerships in which the Fund has and will invest and (iii) a line of credit. All sources of liquidity are available to meet the obligations of the Fund. The Fund does not anticipate significant cash distributions in the long or short term from operations of the Operating Partnerships.
The Fund has entered into a line of credit financing agreement with an agent bank whereby the Fund can borrow up to $40 million for up to 90 days to meet short-term cash needs required for the investment in certain Operating Partnerships. Under the terms of the agreement, the Fund pledges their interest in a particular Operating Partnership in order to draw funds from the line. The repayment of any draws is anticipated to be made once the Fund has received sufficient investor proceeds. Repayments on the line are tied to specific Operating Partnerships, which are then released as collateral by the bank. The obligations under the line of credit are non-recourse to the Fund, its partners and assets, other than the interest in the particular Operating Partnerships pledged. The Fund did not have any draws outstanding on the line of credit as of March 31, 2005.
Capital Resources
The Fund is offering BACs in a Public Offering originally declared effective by the Securities and Exchange Commission on January 2, 2004. As of March 31, 2005 the Fund had received and accepted subscriptions for $107,859,670 representing 10,785,967 BACs from investors admitted as BAC Holders in Series 47 through Series 49 of the Fund. As of March 31, 2005 the Fund was continuing to offer BACs in Series 49. Series 49 concluded offering BACs on April 29, 2005.
(Series 47). The Fund commenced offering BACs in Series 47 on January 2, 2004. The Fund received and accepted subscriptions for $34,783,340 representing 3,478,334 BACs from investors admitted as BAC Holders in Series
47. Offers and sales of BACs in Series 47 were completed and the last of the BACs in Series 47 were issued by the Fund on April 30, 2004.
During the fiscal year ended March 31, 2005, $10,206,661 of Series 47 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2005 proceeds from the offer and sale of BACs in Series 47 had been used to invest in 15 Operating Partnerships in an aggregate amount of $26,279,547 and the Fund had not completed payment of all installments of its capital contributions to any of the Operating Partnerships. Series 47 has outstanding contributions payable to the operating partnership in the amount of $7,963,457 as of March 31, 2005. Of the total amount outstanding, $799,139 has been loaned or advanced to the Operating Partnerships. The loans and advances will be converted to equity and the remaining contributions of $7,164,318 will be released when the Operating Partnerships have achieved the conditions set forth in its partnership agreement.
(Series 48). The Fund commenced offering BACs in Series 48 on May 11, 2004. The Fund received and accepted subscriptions for $22,993,720 representing 2,299,372 BACs from investors admitted as BAC Holders in Series 48. Offers and sales of BACs in Series 48 were completed and the last of the BACs in Series 48 were issued by the Fund on August 12, 2004.
During the fiscal year ended March 31, 2005, $10,206,661 of Series 48 net offering proceeds were used to pay installments of its capital contributions to 9 Operating Partnerships. As of March 31, 2005 proceeds from the offer and sale of BACs in Series 48 had been used to invest in 10 Operating Partnerships in an aggregate amount of $17,391,529 and the Fund had not completed payment of all installments of its capital contributions to any of the Operating Partnerships. Series 48 has outstanding contributions payable to the operating partnership in the amount of $7,222,638 as of March 31, 2005. Of the total amount outstanding, $1,163,600 has been loaned or advanced to the Operating Partnerships. The loans and advances will be converted to equity and the remaining contributions of $6,059,038 will be released when the Operating Partnerships have achieved the conditions set forth in their partnership agreement.
(Series 49). The Fund commenced offering BACs in Series 49 on August 24, 2004. The Fund received and accepted subscriptions for $50,082,610 representing 5,008,261 BACs from investors admitted as BAC Holders in Series 49 as of March 31, 2005. The Fund was continuing to offer BACs in Series 49 as of March 31, 2005.
During the fiscal year ended March 31, 2005, $8,606,847 of Series 49 net offering proceeds were used to pay installments of its capital contributions to 8 Operating Partnerships. As of March 31, 2005 proceeds from the offer and sale of BACs in Series 49 had been used to invest in 8 Operating Partnerships in an aggregate amount of $26,874,816, and the Fund had not completed payment of all installments of its capital contributions to any of the Operating Partnerships. Series 49 has outstanding contributions payable to the operating partnership in the amount of $18,315,431 as of March 31, 2005. Of the total amount outstanding, $302,993 has been loaned or advanced to the Operating Partnerships. The loans and advances will be converted to equity and the remaining contributions of $18,012,438 will be released when the Operating Partnerships have achieved the conditions set forth in their partnership agreement.
Results of Operations
The Fund incurs a fund management fee to the General Partner and/or its affiliates in an amount equal to 0.5% of the aggregate cost of the Apartment Complexes owned by the Operating Partnerships, less the amount of certain partnership management and reporting fees paid by the Operating Partnerships. The annual fund management fee incurred, net of fees received, for the fiscal year ended March 31, 2005 and 2004 was $635,518 and $13,945, respectively. The amount is anticipated to increase in subsequent fiscal years as additional Operating Partnerships are acquired.
The Fund’s investment objectives do not include receipt of significant cash flow distributions from the Operating Partnerships in which it has invested or intends to invest. The Fund’s investments in Operating Partnerships have been and will be made principally with a view towards realization of Federal Housing Tax Credits for allocation to its partners and BAC holders.
(Series 47). As of March 31, 2005 the average Qualified Occupancy for the series was 69.0%. The series had a total of 15 properties as of March 31, 2005. Out of the total, 4 were at 100% qualified occupancy and 4 were in initial lease-up. The series also had 5 properties under construction, and 2 properties with multiple buildings, some of which were under construction and some of which had just begun initial lease up at March 31, 2005. Since the properties acquired as of March 31, 2004 were all under construction, there is no comparative information to report.
For the tax year ended December 31, 2004 the series, in total, generated $1,090,042 in passive income tax losses that were passed through to investors. The series also provided tax credits to the investors. Below is a summary of tax credits per BAC by month of admission.
Since all of the investors were admitted subsequent to December 31, 2003, there is no comparative information to report.
As of March 31, 2005 and 2004, Investments in Operating Partnerships for Series 47 was $25,394,408 and $7,130,566, respectively. The increase was the result of the acquisition of 12 additional Operating Partnerships. The amount was also effected by the way the Fund accounts for such investments, the equity method. By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.
For the year ended March 31, 2005 and for the period ended March 31, 2004, the net loss of the series was $1,514,651 and $22,501, respectively. The major components of the current year amount were share of losses from operating partnerships, partnership management fees, organization costs and interest income. It is anticipated that the net loss for Series 47 will fluctuate in future years until the series finishes acquiring Operating Partnerships, construction is completed on the Operating Partnerships and they become fully leased-up and stabilize operations.
(Series 48). As of March 31, 2005 the average Qualified Occupancy for the series was 60.6%. The series had a total of 10 properties as of March 31, 2005. Out of the total, 3 were in initial lease-up and two were under construction. The series also had 2 properties with multiple buildings, some of which were under construction and some of which had just begun initial lease up at March 31, 2005. Since the series had not commenced operations as of March 31, 2004, there is no comparative information to report.
For the tax year ended December 31, 2004 the series, in total, generated $302,368 in passive income tax losses that were passed through to investors. The series did not generate any tax credits to be passed through to investors for the year ended December 31, 2004. Since all of the investors were admitted subsequent to December 31, 2003, there is no comparative information to report.
As of March 31, 2005, Investments in Operating Partnerships for Series 48 was $17,215,034. The series acquired 10 Operating Partnerships. The investment value was effected by the way the Fund accounts for such investments, the equity method. By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.
For the period ended March 31, 2005, the net loss of the series was $508,620. The major components of the amount were share of losses from operating partnerships, partnership management fees, organization costs and interest income. It is anticipated that the net loss for Series 48 will fluctuate in future years until the series finishes acquiring Operating Partnerships, construction is completed on the Operating Partnerships and they become fully leased-up and stabilize operations.
(Series 49). As of March 31, the series had a total of 8 properties all of which were under construction. Since the series had not commenced operations as of March 31, 2004, there is no comparative information to report.
For the tax year ended December 31, 2004 the series, in total, generated $65,976 in passive income that was passed through to investors. The series did not generate any tax credits to be passed through to investors for the year ended December 31, 2004. Since all of the investors were admitted subsequent to December 31, 2003, there is no comparative information to report.
As of March 31, 2005, Investments in Operating Partnerships for Series 49 was $26,922,278. The series acquired 8 Operating Partnerships. Since none of the Operating Partnerships had commenced operations, the investment value was not effected by the way the Fund accounts for such investments, the equity method. By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.
For the period ended March 31, 2005, the net loss of the series was $141,617. The major components of the amount were partnership management fees, organization costs and interest income. It is anticipated that the net loss for Series 49 will fluctuate in future years until the series finishes acquiring Operating Partnerships, construction is completed on the Operating Partnerships and they become fully leased-up and stabilize operations.
Contractual Obligations
As of March 31, 2005, the Fund has the following contractual obligations (payments due by period):
Off Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which requires the Partnership to make certain estimates and assumptions. A summary of significant accounting policies is provided in Note 1 to the financial statements. The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Partnership’s financial condition and results of operations. The Partnership believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.
The Partnership is required to assess potential impairments to its long-lived assets, which is primarily investments in limited partnerships. The Partnership accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Partnership does not control the operations of the Operating Limited Partnership.
If the book value of the Partnership’s investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future Low-Income Housing Credits allocable to the Partnership and the estimated residual value to the Partnership, the Partnership reduces its investment in any such Operating Limited Partnership and includes such reduction in equity in loss of investment of limited partnerships.
Recent Accounting Pronouncements
As of March 31, 2004, the partnership adopted FASB Interpretation No. 46 - Revised (“FIN46R”), “Consolidation of Variable Interest Entities.” FIN 46R provides guidance on when a company should include the assets, liabilities, and activities of a variable interest entity (“VIE’’) in its financial statements and when it should disclose information about its relationship with a VIE. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it absorbs the majority of the entity’s expected losses, the majority of the expected returns, or both.
Based on the guidance of FIN 46R, the operating limited partnerships in which the partnership invests in meet the definition of a VIE. However, management does not consolidate the partnership’s interests in these VIEs under FIN 46R, as it is not considered to be the primary beneficiary. The partnership currently records the amount of its investment in these partnerships as an asset in the balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in the financial statements.
The partnership’s balance in investment in operating limited partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The partnership’s exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying properties as well as the strength of the local general partners and their guarantee against credit recapture.
Exceptions to Certifications
The financial statements are presented as unaudited in the Form 10-K as of March 31, 2005 and 2004 and for the three years ended March 31, 2005 as the Report of the Independent Registered Public Accounting Firm could not be filed within the prescribed time period because the issuer was not able to obtain audit opinions which refer to the auditing standards of the Public Company Accounting Oversight Board (United States) (PCAOB) of property partnerships, in which the issuer holds noncontrolling limited partner interests. The non-affiliated local operating partnership general partners engage the accountants auditing each local operating partnership.
Historically, the audits, and the reports thereon, of the local operating partnerships were performed in accordance with Generally Accepted Auditing Standards (GAAS).
On May 11, 2005 draft guidance was issued by the Public Company Accounting Oversight Board which was confirmed on June 24, 2005 by the AICPA Center for Public Company Audit Firms, that clearly establishes the requirement for the audit reports of the operating partnerships of a Public Fund to refer to the auditing standards of the PCAOB.
The audits of the operating partnerships were performed primarily during the months of January and February and refer to Generally Accepted Auditing Standards. We have all appropriate originally signed opinions from the operating partnerships, however, they do not refer to the auditing standards of the Public Company Accounting Oversight Board.
Our independent registered public accounting firm has performed an audit of the registrant but cannot issue an opinion in accordance with the standards of the Public Company Accounting Oversight Board (United States). Therefore, we are filing our 10-K as “UNAUDITED” as it is without an audit opinion.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
Not Applicable
Item 8.
Item 8. Financial Statements and Supplementary Data
The information required by this item is contained in Part IV, Item 15 of this Annual Report on Form 10-K.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A.
Item 9A.
Controls & Procedures
(a)
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Fund’s General Partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Boston Capital Associates V LLC carried out an evaluation of the effectiveness of the Fund’s “disclosure controls and procedures” as defined in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. Based on that evaluation, the Partnership’s Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Fund’s disclosure controls and procedures were adequate and effective in timely alerting them to material information relating to the Fund required to be included in the Fund’s periodic SEC filings.
(b)
Changes in Internal Controls
There were no changes in the Fund’s internal control over financial reporting that occurred during the year ended March 31, 2005 that materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
(a), (b), (c), (d) and (e)
The Partnership has no directors or executives officers of its own. The following biographical information is presented for the partners of the General Partners and affiliates of those partners (including Boston Capital Partners, Inc. (“Boston Capital”)) with principal responsibility for the Partnership’s affairs.
John P. Manning, age 56, is co-founder, and since 1974 has been the President and Chief Executive Officer of Boston Capital Corporation. As founding CEO of Boston Capital, Mr. Manning’s primary responsibilities include strategic planning, business development and the continued oversight of new opportunities. In addition to his responsibilities at Boston Capital Corporation, Mr. Manning is a proactive leader in the multifamily real estate industry. He served in 1990 as a member of the Mitchell-Danforth Task Force, which reviewed and suggested reforms to the Low Income Housing Tax Credit program. He was the founding President of the Affordable Housing Tax Credit Coalition and is a former member of the board of the National Leased Housing Association. During the 1980s, he served as a member of the Massachusetts Housing Policy Committee as an appointee of the Governor of Massachusetts. In addition, Mr. Manning has testified before the U.S. House Ways and Means Committee and the U.S. Senate Finance Committee on the critical role of the private sector in the success of the Low Income Housing Tax Credit. In 1996, President Clinton appointed him to the President’s Advisory Committee on the Arts at the John F. Kennedy Center for the Performing Arts. In 1998, President Clinton appointed Mr. Manning to the President’s Export Council, the premiere committee comprised of major corporate CEOs that advise the President on matters of foreign trade and commerce. In 2003, he was appointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing. Mr. Manning sits on the Board of Directors of the John F. Kennedy Presidential Library in Boston where he serves as Chairman of the Distinguished Visitors Program. He also on the Board of Directors of the Beth Israel Deaconess Medical Center in Boston. Mr. Manning is a graduate of Boston College.
Mr. Manning is the managing member of Boston Associates. Mr. Manning is also the principal of Boston Capital Corporation. While Boston Capital is not a direct subsidiary of Boston Capital Corporation, each of the entities is under the common control of Mr. Manning.
Richard J. DeAgazio, age 60, has been the Executive Vice President of Boston Capital Corporation, and President of Boston Capital Securities, Inc., Boston Capital’s NASD registered broker/dealer since 1981. Mr. DeAgazio formerly served on the national Board of Governors of the National Association of Securities Dealers (NASD). He recently served as a member of the National Adjudicatory Council of the NASD. He was the Vice Chairman of the NASD’s District 11 Committee, and served as Chairman of the NASD’s Statutory Disqualification Subcommittee of the National Business Conduct Committee. He also served on the NASD State Liaison Committee, the Direct Participation Program Committee and as Chairman of the Nominating Committee. He is a past President of the Real Estate Securities and Syndication Institute and a founder and past President of the National Real Estate Investment Association, past President of the Real Estate Securities and Syndication Institute (Massachusetts Chapter). Prior to joining Boston Capital in 1981, Mr. DeAgazio
was the Senior Vice President and Director of the Brokerage Division of Dresdner Securities (USA), Inc., an international investment banking firm owned by four major European banks, and was a Vice President of Burgess & Leith/Advest. He has been a member of the Boston Stock Exchange since 1967. He is on the Board of Directors of Cognistar Corporation. He is a leader in the community and serves on the Board of Trustees for Bunker Hill Community College, the Business Leaders Council of the Boston Symphony, Board of Trustees of Junior Achievement of Northern New England, the Board of Advisors for the Ron Burton Training Village and is on the Board of Corporators of Northeastern University. He graduated from Northeastern University.
Jeffrey H. Goldstein, age 43, is Chief Operating Officer and has been the Director of Real Estate of Boston Capital Corporation since 1996. He directs Boston Capital Corporation’s comprehensive real estate services, which include all aspects of origination, underwriting, due diligence and acquisition. As COO, Mr. Goldstein is responsible for the financial and operational areas of Boston Capital Corporation and assists in the design and implementation of business development and strategic planning objectives. Mr. Goldstein previously served as the Director of the Asset Management division as well as the head of the dispositions and troubled assets group. Utilizing his 16 years experience in the real estate syndication and development industry, Mr. Goldstein has been instrumental in the diversification and expansion of Boston Capital Corporation’s businesses. Prior to joining Boston Capital Corporation in 1990, Mr. Goldstein was Manager of Finance for A.J. Lane & Co., where he was responsible for placing debt on all new construction projects and debt structure for existing apartment properties. Prior to that, he served as Manager for Homeowner Financial Services, a financial consulting firm for residential and commercial properties, and worked as an analyst responsible for budgeting and forecasting for the New York City Council Finance Division. He graduated from the University of Colorado and received his MBA from Northeastern University.
Kevin P. Costello, age 58, is Executive Vice President and has been the Director of Institutional Investing of Boston Capital Corporation since 1992 and serves on the firm’s Executive Committee. He is responsible for all corporate investment activity and has spent over 20 years in the real estate syndication and investment business. Mr. Costello’s prior responsibilities at Boston Capital Corporation have involved the management of the Acquisitions Department and the structuring and distribution of conventional and tax credit private placements. Prior to joining Boston Capital Corporation in 1987, he held positions with First Winthrop, Reynolds Securities and Bache & Company. Mr. Costello graduated from Stonehill College and received his MBA with honors from Rutgers’ Graduate School of Business Administration.
Marc N. Teal, age 41, has been Chief Financial Officer of Boston Capital Corporation since May 2003. Mr. Teal previously served as Senior Vice President and Director of Accounting and prior to that served as Vice President of Partnership Accounting. He has been with Boston Capital Corporation since 1990. In his current role as CFO he oversees all of the accounting, financial reporting, SEC reporting, budgeting, audit, tax and compliance for Boston Capital, its affiliated entities and all Boston Capital sponsored programs. Additionally, Mr. Teal is responsible for maintaining all banking and borrowing relationships of Boston Capital Corporation and treasury management of all working capital reserves. He also oversees Boston Capital’s
information and technology areas, including the strategic planning. Prior to joining Boston Capital in 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot & Forbes, a multifaceted real estate company, and prior to that was a Senior Accountant for Liberty Real Estate Corp. He received a Bachelor of Science Accountancy from Bentley College and a Masters in Finance from Suffolk University.
(f)
Involvement in certain legal proceedings.
None.
(g)
Promoters and control persons.
None.
(h) and (i)
The Fund has no directors or executive officers and accordingly has no audit committee and no audit committee financial expert. The Fund is not a listed issuer as defined in Regulation 10A-3 promulgated under the Securities Exchange Act of 1934.
Boston Capital Associates V LLC has adopted a Code of Ethics which applies to the Principal Executive Officer and Principal Financial Officer. The Code of Ethics will be provided without charge to any person who requests it. Such request should be directed to Marc N. Teal, Boston Capital Corp, One Boston Place, Suite 2100, Boston MA 02108.
Item 11.
Item 11.
Executive Compensation
(a), (b), (c), (d) and (e)
The Fund has no officers or directors. However, under the terms of the Amended and Restated Agreement and Certificate of Limited Partnership of the Fund, the Fund has paid or accrued obligations to the General Partner and its affiliates for the following fees during the 2005 fiscal year:
1. An annual fund management fee based on .5 percent of the aggregate cost of all Apartment Complexes acquired by the Operating Partnerships, less the amount of reporting fees received, has been accrued or paid to Boston Capital Asset Management Limited Partnership. The annual fund management fee charged to operations for the year ended March 31, 2005 was $635,518.
2. The Fund has reimbursed an affiliate of the General Partner a total of $95,169 for amounts charged to operations during the year ended March 31, 2005. The reimbursement includes, but may not be limited to postage, printing, travel, and overhead allocations.
3. The Fund has reimbursed affiliates of the General Partner a total of $228,319 for amounts charged to syndication during the year ended March 31, 2005. The reimbursement includes, but may not be limited to postage, printing, travel, and overhead allocations.
4. The General Partner has the right to charge acquisition fees and expenses in connection with the purchase of Operating Partnership interests. During the 2005 fiscal year, the Fund accrued or paid $5,722,219 of acquisition fees and expenses to the General Partner or its affiliates.
5. Dealer Manager fees of $1,286,003 were accrued or paid to Boston Capital Services, Inc. during the 2005 fiscal year in respect to the sale of units.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management
(a)
Security ownership of certain beneficial owners.
As of March 31, 2005, 10,785,967 BACs had been issued. No person is known to own beneficially in excess of 5% of the outstanding BACs in any of the series.
(b)
Security ownership of management.
The General Partner has a .025% interest in all Profits, Losses, Credits and distributions of the Fund. The Fund’s response to Item 12(a) is incorporated herein by reference.
(c)
Changes in control.
There exists no arrangement known to the Fund the operation of which may at a subsequent date result in a change in control of the Fund. There is a provision in the Limited Partnership Agreement which allows, under certain circumstances, the ability to change control.
The Fund has no compensation plans under which interests in the Fund are authorized for issuance.
Item 13.
Item 13.
Certain Relationships and Related Transactions
(a)
Transactions with management and others.
The Fund has no officers or directors. However, under the terms of the public offering, various kinds of compensation and fees are payable to the General Partner and its Affiliates during the organization and operation of the Fund. Additionally, the General Partner will receive distributions from the partnership if there is cash available for distribution or residual proceeds as defined in the Fund Agreement. The amounts and kinds of compensation and fees are described on page 51 of the Prospectus, as supplemented, under the caption “Compensation and Fees”, which is incorporated herein by reference. See Note B of Notes to Financial Statements in Item 15