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 members 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 are assigned by the assignor limited partner by means of beneficial assignee certificates (“BACs”) to investors and investors are 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 (together with each subsequently filed 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 (together with each subsequent offering of BACs described herein, the “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. On August 10, 2004 a 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, 2009, subscriptions had been received and accepted by the Fund for 11,777,706 BACs representing capital contributions of $117,777,060 in the aggregate.
The Offering, including information regarding the issuance of BACs in series, is described in each Prospectus, as supplemented, under the caption “The Offering”, which descriptions are 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 invests owns 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”), 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 strict limitations, from other sources. Some 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, and 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 Fund has invested are receiving their 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 Fund is unable to predict whether Congress will continue rent supplement programs payable directly to owners of apartment complexes.
As of March 31, 2009 the Fund had invested in 15 Operating Partnerships on behalf of Series 47; 11 Operating Partnerships on behalf of Series 48; and 24 Operating Partnerships on behalf of Series 49. A description of these Operating Partnerships is set forth in Item 2 herein.
The business objectives of the Fund are to:
(1) provide current tax benefits to investors in the form of Federal Housing Tax Credits and, in limited instances, a small amount of Rehabilitation Tax Credits, which an investor may apply, subject to strict limitations, against the investor’s federal income tax liability from active, portfolio and passive income;
(2) preserve and protect the Fund’s capital and provide capital appreciation and cash distributions to limited partners through increases in value of the Fund’s investments and, to the extent applicable, increase in equity through periodic payments on the mortgage indebtedness with respect to the apartment complexes;
(3) provide tax benefits in the form of passive losses which an investor may apply to offset his passive income (if any); and
(4) provide cash distributions (except with respect to the Fund’s investment in some non-profit Operating Partnerships) from capital transaction proceeds. The Operating Partnerships intend to hold the apartment complexes for appreciation in value. The Operating Partnerships may sell the apartment complexes after a period of time if financial conditions in the future make such sales desirable and if such sales are permitted by government restrictions.
The business objectives and investment policies of the Fund are described more fully on pages 55 to 70 of the Prospectus, as supplemented, under the caption “Investment Objectives and Acquisition Policies,” which is incorporated herein by reference.
Employees
The Fund does not have any employees. Services are performed by the general partner and its affiliates and agents retained by them.
Item 1A.
Item 1A. Risk Factors
As used in this Item 1A, references to “we, “us” and “our” mean the Fund.
An investment in our BACs and our investments in Operating Partnerships are subject to risks. These risks may impact the tax benefits of an investment in our BACs, and the amount of proceeds available for distribution to our limited partners, if any, on liquidation of our investments.
In addition to the other information set forth in this report, you should carefully consider the following factors which could materially affect our business, financial condition or results of operations. The risks described below are not the only risks we face. Additional factors not presently known to us or that we currently deem to be immaterial also may materially adversely affect our business operations.
The ability of limited partners to claim tax losses from their investment in us is limited.
The IRS may audit us or an Operating Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to the investors could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in our BACs. Changes in tax laws could also impact the tax benefits from an investment in our BACs and/or the value of the Operating Partnerships. Until the Operating Partnerships have completed a mandatory fifteen year Low Income Housing Tax Credit compliance period, investors are at risk for potential recapture of Low Income Housing Tax Credits that have already been claimed.
The Low Income Housing Tax Credits rules are extremely complicated and noncompliance with these rules may have adverse consequences for BAC holders.
Noncompliance with applicable tax regulations may result in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25,000 of taxable income. The Operating Partnerships may be sold at a price which would not result in our realizing cash distributions or proceeds from the transaction. Accordingly, we may be unable to distribute any cash to our investors. Low Income Housing Tax Credits may be the only benefit from an investment in our BACs.
Poor performance of one housing complex, or the real estate market generally, could impair our ability to satisfy our investment objectives.
Each housing complex is subject to mortgage indebtedness. If an Operating Partnership failed to pay its mortgage, it could lose its housing complex in foreclosure. If foreclosure were to occur during the first 15 years of the existence of the Fund, the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of previously claimed Low Income Housing Tax Credits, and a loss of our investment in the housing complex would occur. To the extent the Operating Partnerships receive government financing or operating subsidies, they may be subject to one or more of the following risks:
· difficulties in obtaining rent increases;
· limitations on cash distributions;
· limitations on sales or refinancing of Operating Partnerships;
· limitations on transfers of interests in Operating Partnerships;
· limitations on removal of local general partners;
· limitations on subsidy programs; and
· possible changes in applicable regulations.
The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar properties, and neighborhood conditions, among others.
No trading market for the BACs exists or is expected to develop.
There is currently no active trading market for the BACs. Accordingly, limited partners may be unable to sell their BACs or may have to sell BACs at a discount. Limited partners should consider their BACs to be a long-term investment.
Investors may realize taxable gain on sale or disposition of BACs.
Upon the sale or other taxable disposition of BACs, investors will realize taxable income to the extent that their allocable share of the non-recourse mortgage indebtedness on the apartment complexes, together with the money they receive from the sale of the BACs, is greater than the original cost of their BACs. This realized taxable income is reduced to the extent that investors have suspended passive losses or credits. It is possible that the sale of BACs may not generate enough cash to pay the tax obligations arising from the sale.
Investors may have tax liability in excess of cash.
Investors eventually may be allocated profits for tax purposes which exceed any cash distributed to them. For this tax liability, the investor will have to pay federal income tax without a corresponding cash distribution. Similarly, in the event of a sale or foreclosure of an apartment complex or a sale of BACs, an investor may be allocated taxable income, resulting in tax liability, in excess of any cash distributed to him or her as a result of such event.
Investors may not receive cash if apartment complexes are sold.
There is no assurance that investors will receive any cash distributions from the sale or refinancing of an apartment complex. The price at which an apartment complex is sold may not be large enough to pay the mortgage and other expenses which must be paid at such time. Even if there are net cash proceeds from a sale, expenses such as accrued Fund management fees and unpaid loans will be deducted pursuant to Section 4.02(a) of the Fund Agreement. If any of these events happen, investors will not get all of their investment back, and the only benefit from an investment will be the tax credits received.
The sale or refinancing of the apartment complexes is dependent upon the following material factors:
· The necessity of obtaining the consent of the operating general partners;
· The necessity of obtaining the approval of any governmental agency(ies) providing government assistance to the apartment complex; and
· The uncertainty of the market.
Any sale may occur well after the fifteen-year federal housing tax credit compliance period.
We have insufficient sources of cash to pay our existing liabilities.
We currently do not have sufficient cash resources to satisfy our financial liabilities. Furthermore, we do not anticipate that we will have sufficient available cash to pay our future financial liabilities. Substantially all of our existing liabilities are payable to our general partner and its affiliates. Though the amounts payable to the general partner and its affiliates are contractually currently payable, we do not believe that the general partner or its affiliates will demand immediate payment of these contractual obligations in the near term; however, there can be no assurance that this will be the case. We would be materially adversely affected if the general partner or its affiliates demanded payment in the near term of our existing contractual liabilities or suspended the provision of services to us because of our inability to satisfy these obligations. All monies currently deposited, or that will be deposited in the future, into the Fund’s working capital reserves are intended to be utilized to pay our existing and future liabilities.
Item 1B.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2.
Item 2. Properties
The Fund has acquired a limited partnership interest in 50 Operating Partnerships in three series, identified in the table set forth below. The apartment complexes owned by the Operating Partnerships are 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 designated 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 as “Qualified Occupancy.” The Operating Partnerships and the respective apartment complexes are described more fully in the Prospectus. The general partner believes that there is adequate casualty insurance on the properties.
Please refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a more detailed discussion of operational difficulties experienced by certain of the Operating Partnerships.
Boston Capital Tax Credit Fund V L.P. - Series 47
PROPERTY PROFILE AS OF MARCH 31, 2009
Boston Capital Tax Credit Fund V L.P. - Series 47
PROPERTY PROFILE AS OF MARCH 31, 2009
Continued
Boston Capital Tax Credit Fund V L.P. - Series 48
PROPERTY PROFILE AS OF MARCH 31, 2009
Boston Capital Tax Credit Fund V L.P. - Series 49
PROPERTY PROFILE AS OF MARCH 31, 2009
Boston Capital Tax Credit Fund V L.P. - Series 49
PROPERTY PROFILE AS OF MARCH 31, 2009
Continued
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 Interest, Related Fund Matters and Issuer Purchases of Partnership Interests
(a)
Market Information
The Fund is classified as a limited partnership and does not have 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, 2009, the Fund has 5,239 BAC holders for an aggregate of 11,777,706 BACs, at a subscription price of $10 per BAC, received and accepted.
The BACs are being issued in series. Series 47 consists of 1,578 investors holding 3,478,334 BACs, Series 48 consists of 1,055 investors holding 2,299,372 BACs and Series 49 consists of 2,606 investors holding 6,000,000 BACs at March 31, 2009.
(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, 2009.
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 are 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 the holder 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 in 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 cash distributions to the limited partners.
Item 6.
Item 6.
Selected Financial Data
Not Applicable.
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 including our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. These 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 by these acts. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, for example, the factors identified in Part I, Item 1A of this Report. Although we believe that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate, and 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 these forward-looking statements, the inclusion of this 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 each Offering. Other sources of liquidity 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 had entered into a line of credit financing agreement with an agent bank under which the Fund could borrow up to $40 million for up to 90 days to meet short-term cash needs required for the investment in some Operating Partnerships. Under the terms of the agreement, the Fund pledged its interest in a particular Operating Partnership in order to draw funds from the line. The repayment of any draws was anticipated to be made once the Fund has received sufficient investor proceeds. Repayments on the line were tied to specific Operating Partnerships, which were then released as collateral by the bank. The obligations under the line of credit were 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, 2006. The line was guaranteed by Boston Capital Holdings, L.P. and various affiliates and expired on March 26, 2006.
Capital Resources
The Fund offered BACs in the Offering originally declared effective by the Securities and Exchange Commission on January 2, 2004. As of March 31, 2009 the Fund had received and accepted subscriptions for $117,777,060 representing 11,777,706 BACs from investors admitted as BAC holders in Series 47 through Series 49 of the Fund. The Fund concluded its public offering of BACs in the Fund 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, 2009, none of Series 47 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2009, 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 $26,407,255. The Fund had completed payment of all installments of its capital contributions to 13 of the Operating Partnerships. Series 47 has outstanding contributions payable to 2 Operating Partnerships in the amount of $288,745 as of March 31, 2009. Of the total amount outstanding, $155,857 has been loaned to an Operating Partnership. The loan will be converted to equity and the remaining contributions of $132,888 will be released when the Operating Partnerships have achieved the conditions set forth in their respective partnership agreements.
(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, 2009, none of Series 48 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2009, proceeds from the offer and sale of BACs in Series 48 had been used to invest in 11 Operating Partnerships in an aggregate amount of $17,450,063. The Fund had completed payment of all installments of its capital contributions to 9 of the Operating Partnerships. Series 48 has outstanding contributions payable to 2 Operating Partnerships in the amount of $490,876 as of March 31, 2009. Of the total amount outstanding, $155,857 has been loaned to an Operating Partnership. The loan will be converted to equity and the remaining contributions of $335,019 will be released when the Operating Partnerships have achieved the conditions set forth in their respective partnership agreements.
(Series 49). The Fund commenced offering BACs in Series 49 on August 24, 2004. The Fund received and accepted subscriptions for $60,000,000 representing 6,000,000 BACs from investors admitted as BAC holders in Series 49 as of March 31, 2009. Offers and sales of BACs in Series 49 were completed and the last of the BACs in Series 49 were issued by the Fund on April 29, 2005.
During the fiscal year ended March 31, 2009, the Fund used $19,810 of Series 49 net offering proceeds to pay installments of its capital contributions to 11 Operating Partnerships. As of March 31, 2009, proceeds from the offer and sale of BACs in Series 49 had been used to invest in 24 Operating Partnerships in an aggregate amount of $45,667,147. The Fund had completed payment of all installments of its capital contributions to 17 of the Operating Partnerships. Series 49 has outstanding contributions payable to 7 Operating Partnerships in the amount of $2,286,124 as of March 31, 2009. Of the total amount outstanding, $2,109,992 has been loaned or advanced to the Operating Partnerships. The loans and advances will be converted to equity and the remaining contributions of $176,132 will be released when the Operating Partnerships have achieved the conditions set forth in their respective partnership agreements.
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 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, 2009 and 2008, was $1,057,294, and $981,860, respectively.
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, 2009 and 2008, the average Qualified Occupancy for the series was 100%. The series had a total of 15 properties as of March 31, 2009, all of which were at 100% Qualified Occupancy.
For the tax years ended December 31, 2008 and 2007, the series, in total, generated $1,102,698 and $3,083,029, respectively, in passive income tax losses that were passed through to the investors. The series also provided tax credits to the investors of $0.97 for 2008 and $0.98 for 2007.
As of March 31, 2009 and 2008, Investments in Operating Partnerships for Series 47 was $15,657,200 and $18,281,871, respectively. The decrease is primarily the result of 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 years ended March 31, 2009 and 2008, net loss of the series was $3,144,017 and $2,219,358, respectively. The major components of the current year amount were share of losses from Operating Partnerships, impairment losses, partnership management fees, and interest income.
CP Continental L.P. (Time Square on the Hill) is a 200-unit family development located in Fort Worth, TX. Despite an average physical occupancy of 94% in 2008, the property operated below breakeven due to low economic occupancy coupled with high operating expenses; specifically, administrative, maintenance and utilities. The property has 62 units with Section 8 project based rental assistance, which remain occupied with a priority waitlist in place. The vacancy issue remains with the remaining 138-tax credit units that have no rental subsidy. The operating general partner has found it difficult to compete with fully rent-assisted properties nearby. This property is in a very competitive market; competing properties offer significant specials to gain and retain occupants. In addition, this property does not have a swimming pool or washer/dryer hook-ups like many competitors. In response to the competition, management has intensified its leasing efforts by using concessions and other incentives, such as one month rent-free and increased resident referral rewards. In order to maintain the strong physical occupancy, management feels that it is necessary to continue to offer concessions.
Operating expenses in 2008 remained high and ran higher than the State averages. Maintenance costs were higher then budgeted due to the ongoing efforts to enhance curb appeal at the property. In addition, although occupancy averaged 94% for the year, the property experienced some occupancy
fluctuation due to several tenant evictions caused by non-payment of rent and incurred extra costs in turning vacant units including painting, replacing carpet and appliances. Due to an increase in the cost of health insurance, other benefits and advertising costs, the administrative expenses were higher than budgeted. Utility expenses (water & sewer) increased by 10% in 2008 compared to 2007, due to an increase in water/sewer rates in Tarrant County. To reduce utility expenses, management organizes information seminars for residents on reducing water consumption. In addition, management puts out a monthly newsletter that outlines various energy conservation tips.
Despite an average occupancy of 93% in the first quarter of 2009, the property continues to operate below breakeven. The property’s mortgage, real estate taxes, and insurance are current. After rental achievement, the operating general partner is obligated to promptly advance funds to eliminate any operating deficit. The operating general partner shall not be obligated to have subordinated loans outstanding at any time in excess of $542,490. The management company, an affiliate of the operating general partner, is deferring all fees until operations improve.
Marion Apartments-Osceola, LP (Village Glen Apartments) is a 32-unit family property located in Marion, MI. Occupancy decreased from 98% in 2006 to 89% in 2007 due to ineffective management, resulting in slightly below breakeven operations. A new site manager was hired in 2008. The new site manager increased marketing efforts and kept maintenance costs within budget. Occupancy improved to 92% in 2008, but operations remained below breakeven for the year due to increased operating expenses related to employment tax and benefit fees. The property has maintained 100% occupancy through the first quarter of 2009, and is expected to breakeven for the year. The operating general partner’s operating deficit guaranty expired in March 2009. The property’s mortgage, real estate taxes and insurance payments are all current.
McEver Vineyards LP (McEver Vineyards Apartments) is a 220-unit family property located in Gainesville, GA. Occupancy averaged 93% in 2008, but began declining in the second half of the year after several area food processing plants closed. The plants closing and unemployment caused a significant increase in “skips” and evictions. There were a total of 121 early move-outs in 2008. The increase in bad debt, legal and turnover expenses combined with the income loss prevented the property from operating above breakeven in 2008. Operating expenses remain below State averages. Occupancy was initially expected to continue to decline in 2009 since the market occupancy is estimated at only 85%; however, it has remained steady through the first quarter, averaging 94%. The expenses associated with continued high turnover, 31 units early move-outs in the first quarter, has caused operations to remain below breakeven. Management is focusing on resident retention and improving applicant selection criteria in an effort to reduce turnover. The property’s mortgage, real estate taxes and insurance payments are all current. The operating general partner’s operating deficit guaranty expires in March 2010.
(Series 48). As of March 31, 2009 and 2008, the average Qualified Occupancy for the series was 100%. The series had a total of 11 properties as of March 31, 2009, all of which were at 100% Qualified Occupancy.
For the tax years ended December 31, 2008 and 2007, the series, in total, generated $1,137,679 and $2,064,177, respectively, in passive income tax losses that were passed through to the investors. The series also provided tax credits to the investors of $0.97 for 2008 and $0.98 for 2007.
As of March 31, 2009 and 2008, Investments in Operating Partnerships for Series 48 was $11,155,007 and $12,369,432, respectively. The decrease is
primarily the result of 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 years ended March 31, 2009 and 2008, the net loss of the series was $1,531,998 and $1,554,703, respectively. The major components of the current year amount were share of losses from operating partnerships, partnership management fees, and interest income.
Wyndam-Emporia Partners, LP (Wyndam Place Senior Residences) is a 42-unit elderly development, located in Emporia, Kansas. The investment general partner conducted a site visit in August 2008, and concluded that the property has a very favorable physical appearance and good curb appeal. Occupancy averaged 90% in 2008 and has increased to average 95% through the first quarter of 2009. The local economy in Emporia has experienced negative effects due to two of the largest employers reducing work force by approximately 2,600 jobs. The loss of jobs in the area has made it difficult for seniors to sell their homes. The property rents are also higher than the area fair market rents, which has caused other potential applicants to rent from the local housing authority at lower rents. Taxes increased in 2007 and 2008 and the operating general partner appealed the valuation, and received a refund of $14,000 in the first quarter of 2009. The mortgage payments, taxes, and insurance are all current. The operating general partner is currently paying down past due invoices as funds are available, and believes that operations will continue to improve over time. The property has been unable to meet rental achievement due to the permanent loan amount being higher than the underwritten amount. The investment general partner has remaining equity that will be released (in the form of a promissory note) in conjunction with the operating general partner reducing their principal debt balance to this original underwritten level.
(Series 49). As of March 31, 2009 and 2008, the average Qualified Occupancy for the series was 100% and 100%, respectively. The series had a total of 24 properties as of March 31, 2009, all of which were at 100% Qualified Occupancy.
For the tax years ended December 31, 2008 and 2007, the series, in total, generated $4,665,804 and $4,491,653, respectively, in passive income tax losses that were passed through to the investors. The series also provided tax credits to the investors of $0.93 for 2008 and $0.87 for 2007.
As of March 31, 2009 and 2008, Investments in Operating Partnerships for Series 49 was $33,384,857 and $38,601,287, respectively. The decrease is primarily the result of 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 years ended March 31, 2009 and 2008, the net loss of the series was $5,945,782 and $4,291,959, respectively. The major components of the current year amount were share of losses from operating partnerships, partnership management fees, impairment losses, amortization, and interest income.
Columbia Blackshear Senior Residences L.P. (Columbia Blackshear Senior Residences) is a 78-unit senior development located in Atlanta, GA. Substantial delays were encountered during the construction period. The Operating Partnership’s reservation expiration date was shifted from December 31, 2006, to December 31, 2007, allowing ample time to complete construction without jeopardizing the Operating Partnership’s allocation of tax credits. Construction was completed in July of 2007, six months behind schedule. The property achieved 100% qualified occupancy as of November 30, 2007, and was able to deliver the required credits for 2007. The property converted to permanent mortgage on December 15, 2008. The property maintained an average occupancy of 97% in 2008, with above breakeven operations for the year. As of March 31, 2009, occupancy is 99% and the property continues to operate above breakeven. The investment general partner conducted a site inspection in October 2008, and found that the property is very well maintained and is a highly sought-after residence for seniors in the area.
The Gardens of Athens, LP (The Gardens of Athens) is a 36-unit elderly development located in Athens, Texas. Occupancy has been strong since lease-up in 2006, averaging 100% in 2007, 2008, and the first quarter of 2009. The property operated above breakeven for first quarter of 2009. Despite fairly strong operations, a shortfall of approximately $200,000 between the balance of the construction loan and the originally underwritten permanent loan principal resulted in a conversion delay. After several extensions to the term of the construction loan, the original permanent lender, which is also the construction lender, withdrew its commitment to provide permanent financing, and on May 6, 2008, issued a notice of default under the construction loan, due to an expiration of the loan’s term. The lender later agreed to extend the term of the construction loan to September 30, 2009 and the Operating Partnership has been making the debt payments required under the construction loan. The operating general partner has received a commitment from a new permanent mortgage lender. The proposed loan will be guaranteed by Rural Development under Section 538 and must be approved by RD. The application for the 538 loan was submitted to RD in September 2008 and was approved in the first quarter of 2009. The loan is expected to close in the second quarter of 2009. In 2008, the operating partnership was delinquent on its 2007 real estate taxes. In an effort to delay further proceedings by the tax authority, the construction lender paid the taxes and added the amount of approximately $20,000 to the principal balance of the construction loan.
This property is part of a portfolio, which includes several troubled properties. Over the last year and a half, the operating general partner has explored a number of alternatives to raise cash and recapitalize the portfolio. However, none have been successful and investment general partner now believes a recapitalization is not likely. The investment general partner is considering a number of options for the Gardens of Athens partnership, including i) removing the current operating general partner and inserting a replacement operating general partner; or ii) allowing the current operating general partner to remain in control in exchange for an agreement making it easier to remove the operating general partner in the event the property’s operations deteriorate.
Rosewood Place, LLC (Rosewood Senior Apartments) is a 144-unit elderly development in Lenexa, Kansas. Construction cost overruns and delays pushed lease-up back by more than seven months. The property reached initial full occupancy in November 2007 and occupancy was strong through the first quarter of 2008; however, it slipped to 87% by June 2008. The average occupancy for 2008 was 88% and for the first quarter of 2009 was 87%. Operations were below breakeven for 2007 and 2008 and remained below breakeven through the first
quarter of 2009. The lender issued a default notice on August 20, 2007, for violations of several covenants of the loan agreement, including (i) keeping the property free of liens, (ii) timely payment of real estate taxes, and (iii) maintaining reserves at required levels and obtaining lender approval for withdrawals from such reserves.
The operating partnership has filed a real estate tax appeal, which, if approved, could result in a significant improvement in operations. In addition, the operating general partner and the investment general partner are currently in discussions with the lender regarding a debt restructure, which, in conjunction with a real estate tax reduction, would allow the property to operate above breakeven, based on average occupancy of 90% and the current expenses. The lender has not yet initiated formal foreclosure proceedings.
In the second quarter of 2007, one of the subcontractors for the construction of the property filed a lien for non-payment of the construction retainage. In February 2008, after arbitration, the subcontractor was awarded a settlement of approximately $310,000. The settlement payment has not yet been made and is accruing interest until paid in full. The operating general partner and the investment general partner have been attempting to enter into a long-term payment plan or a discounted payment plan with the subcontractor for the settlement, but agreement on such a plan has not yet been reached.
This property is part of a portfolio, which includes several troubled properties. Over the last year and half the operating general partner has explored a number of alternatives to raise cash and recapitalize the portfolio. However, none have been successful and the investment general partner now believes a recapitalization is not likely. The investment general partner is seeking a replacement operating general partner but will likely not be able to find a replacement until the past due taxes, contractor lien and high debt balance are resolved. The investment general partner is actively working to restructure the debt, as discussed above, and insert a replacement operating general partner that would commit to fund deficits. The investment general partner anticipates resolution on the debt restructure and real estate tax appeal in the second or third quarter of 2009. The investment general partner has determined that the costs associated with maintaining the property through the end of the low income housing tax credit compliance period of December 31, 2021, are far greater than the tax benefits associated with the tax credits. Therefore, to the extent resolution on the debt restructure and tax appeal is not favorable, there is a likelihood the property will be foreclosed, in which case there would be estimated recapture of tax credits previously claimed of $377,181 plus $29,211 of interest, as well as an estimated loss of future tax credits for this property of $4,408,416. This represents credit loss of $735 and recapture of $68, respectively, per 1,000 BACs.
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 Fund to make various estimates and assumptions. A summary of significant accounting policies is provided in Note A to the financial statements. The following section is a summary of some aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Fund’s financial condition and results of operations. The Fund 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 Fund is required to assess potential impairments to its long-lived assets, which are primarily investments in limited partnerships. The Fund accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Fund does not control the operations of the Operating Partnerships. The purpose of an impairment analysis is to verify that the real estate investment balance reflected on the balance sheet does not exceed the value of the underlying investments.
If the book value of the Fund’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 Fund and the estimated residual value to the Fund, the Fund reduces its investment in the Operating Partnership and includes this reduction in equity in loss of investment of limited partnerships.
The main reason an impairment loss typically occurs is that the annual operating losses, recorded in accordance with the equity method of accounting, of the investment in limited partnership does not reduce the balance as quickly as the annual use of the tax credits. In prior years management included remaining tax credits as well as residual value in the calculated value of the underlying investments. However, due to the uncertainty of the current economy, management has decided to take a more conservative approach to the investment calculation and has determined that the majority of the residual value component of the valuation of the underlining investments. This results in increased impairment losses in the current year. However, it is important to note that this change to the calculation method of the impairment loss has no effect on the actual value or performance of the overall investment, nor does it have any effect on the remaining credits to be generated.
As of March 31, 2004, the Fund adopted FASB Interpretation No. 46 - Revised (“FIN 46R”), “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.
Critical Accounting Policies and Estimates - continued
Based on the guidance of FIN 46R, the Operating Partnerships in which the Fund invests meet the definition of a VIE. However, management does not consolidate the Fund’s interests in these VIEs under FIN 46R, as it is not considered to be the primary beneficiary. The Fund currently records the amount of its investment in these partnerships as an asset on its balance sheet, 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 its financial statements.
The Fund’s balance in investment in Operating Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Fund’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.
Recent Accounting Changes
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements,” (SFAS 157), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and shall be applied prospectively except for very limited transactions. In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2, which delayed for one year the implementation of SFAS 157 as it pertains to certain non-financial assets and liabilities. The Fund adopted SFAS 157 effective April 1, 2008, except as it applies to those non-financial assets and liabilities, for which the effective date is April 1, 2009. The Fund has determined that the adoption of SFAS 157 has, and will have, no impact on the Fund’s financial statements.
In February 2007, the FASB issued SFAS 159 “The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement No. 115.” SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The fair value election is designed to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective for fiscal years beginning after November 15, 2007. On April 1, 2008, the Fund adopted SFAS 159 and elected not to apply the provisions of SFAS 159 to its eligible financial assets and financial liabilities on the date of adoption. Accordingly, the initial application of SFAS 159 had no effect on the Fund.
Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes was issued in June 2006 and interprets SFAS No. 109, Accounting for Income Taxes. FIN 48 requires all taxpayers to analyze all material positions they have taken or plan to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is “more-likely-than-not” to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax
Recent Accounting Changes - continued
consequences of that position should be reflected in the taxpayer’s GAAP financial statements. Earlier proposed interpretations of SFAS 109 had recommended a “probable” standard for recognition of tax consequences rather than the “more-likely-than-not” standard finally adopted.
Because we are a pass-through entity and are not required to pay income taxes, FIN 48 does not currently have any impact on our financial statements. On December 30, 2008, the FASB issued FASB Staff Position (FSP) No. FIN 48-3: Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises, which defers the effective date of Interpretation 48 for nonpublic enterprises included within the scope of FSP No. FIN 48-3 to the annual financial statements for fiscal years beginning after December 15, 2008. The deferred effective date is intended to give the Board additional time to develop guidance on the application of Interpretation 48 by pass-through entities and not-for-profit organizations. We may modify our disclosures if the FASB’s guidance regarding application of FIN 48 to pass-through entities changes and is extended to public enterprises.
In April 2009, the FASB issued FSP 107-1 and APB 28-1 “Interim Disclosures about Fair Value of Financial Instruments.” The FSP requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements. The FSP is effective for Boston Capital Tax Credit Fund V L.P. as of June 30, 2009 and will not impact the Fund’s financial condition or results of operations.
In November 2008, the Emerging Issues Task Force issued EITF No. 08-6, “Equity Method Investment Accounting Considerations” (EITF 08-6) that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee’s issuance of shares should be accounted for, and how to account for a change in an investment from the equity method to the cost method. EITF 08-6 shall be effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. EITF 08-6 shall be applied prospectively with early application prohibited. The impact of adopting EITF 08-6 is not expected to have a material impact on Fund’s financial condition or results of operations.
In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 is effective for Boston Capital Tax Credit Fund V L.P. as of June 30, 2009. The adoption of SFAS 165 is not expected to have a material impact on the Fund’s financial condition or results of operations.
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 Funds’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)
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Fund is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Fund’s internal control system over financial reporting is designed to provide reasonable assurance to the Fund’s management regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
Due to inherent limitations, an internal control system over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
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, assessed the effectiveness of the Fund’s internal controls and procedures over financial reporting as of March 31, 2009. In making this assessment, the Fund’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this assessment, management believes that, as of March 31, 2009, the Fund’s internal control over financial reporting was effective.
This annual report does not include an attestation report of the Fund’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Fund’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Fund to provide only management’s report in this annual report.
(c)
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, 2009 that materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.
Item 9B.
Item 9B.
Other Information
Not Applicable
PART III
Item 10.
Item 10.
Directors, Executive Officers and Corporate Governance
(a), (b), (c), (d) and (e)
The Fund 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 Fund’s affairs.
John P. Manning, age 60, is co-founder, and since 1974 has been the President and Chief Executive Officer, of Boston Capital Corporation. As co-founder and 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 is 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.
Jeffrey H. Goldstein, age 47, 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 62, 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 45, 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 Corporation, its affiliated entities and all Boston Capital Corporation 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 information and technology areas, including the strategic planning for Boston Capital Corporation and its affiliaties. Prior to joining Boston Capital Corporation 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 and no compensation committee. 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 2009 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, 2009 was $1,057,294.
2. The Fund has reimbursed an affiliate of the general partner a total of $74,013 for amounts charged to operations during the year ended March 31, 2009. The reimbursement is for items like postage, printing, travel, and overhead allocations.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management
(a)
Security ownership of certain beneficial owners.
As of March 31, 2009, 11,777,706 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 .25% 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 Fund’s 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 and Director Independence
(a)
Transactions with related persons
The Fund has no officers or directors. However, under the terms of the Prospectus, 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 Fund 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 in 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 of this Annual Report on Form 10-K for amounts accrued or paid to the general partner and its affiliates for the period October 15, 2003 through March 31, 2009.
(b)
Review, Approval or Ratification of transactions with related persons.
The Fund response to Item 13(a) is incorporated herein by reference.
(c)
Promoters and certain control persons.
Not applicable.
(d)
Independence.
The Fund has no directors.
Item 14.
Item 14.
Principal Accounting Fees and Services
Fees paid to the Fund’s independent auditors for fiscal year 2009 were comprised of the following:
Fees paid to the Fund’s independent auditors for fiscal year 2008 were comprised of the following:
(5)
Audit Committee
The Fund has no Audit Committee. All audit services and any permitted non-audit services performed by the Fund’s independent auditors are pre-approved by Boston Capital Associates V LLC.
PART IV
Exhibit No. 28 - Additional exhibits.
a.
Agreement of Limited Partnership of Hillsboro Fountainhead, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on January 25, 2005).
b.
Agreement of Limited Partnership of Umatilla Links, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on January 25, 2005).
c.
Agreement of Limited Partnership of Wyndam Emporia, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on January 25, 2005).
d.
Agreement of Limited Partnership of Masters Apartment, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on February 2, 2005).
e.
Agreement of Limited Partnership of McEver Vineyards, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on February 2, 2005).
f.
Agreement of Limited Partnership of Park Plaza Village, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on May 3, 2005).
g.
Agreement of Limited Partnership of Coleman Fountainhead, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on April 28, 2005).
h.
Agreement of Limited Partnership of New Chester Townhouses, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
i.
Agreement of Limited Partnership of Bristol Apartments, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
j.
Agreement of Limited Partnership of Linden-Shawnee Partners (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
k.
Agreement of Limited Partnership of Linda Villas, Limited (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
l.
Agreement of Limited Partnership of Rural Housing Partners of Kewanee (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
m.
Agreement of Limited Partnership of Richwood Apartments (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
n.
Agreement of Limited Partnership of Perryton Fountainhead, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
o.
Agreement of Limited Partnership of Continental Terrace, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
p.
Agreement of Limited Partnership of Mayfair Park, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
q.
Agreement of Limited Partnership of P.D.C. Sixty, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
r.
Agreement of Limited Partnership of Wellington Park, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
s.
Agreement of Limited Partnership of Carrollton Housing II LTD, (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
t.
Agreement of Limited Partnership of Countybrook Champaign, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
u.
Agreement of Limited Partnership of Marion Apartments, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
v.
Agreement of Limited Partnership of Parkland Manor, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
w.
Agreement of Limited Partnership of Coleman Fountainhead, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
x.
Agreement of Limited Partnership of Cameron Fountainhead, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
y.
Agreement of Limited Partnership of Columbia Blackshear, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
z.
Agreement of Limited Partnership of Garden Grace Apartments, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
aa.
Agreement of Limited Partnership of Kaufman Fountainhead, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
ab.
Agreement of Limited Partnership of Marble Falls Vistas, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
ac.
Agreement of Limited Partnership of Maverick Fountainhead, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
ad.
Agreement of Limited Partnership of Countybrook Champaign, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 5, 2007).
ae.
Agreement of Limited Partnership of Dawn Springs Villas, LP (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 5, 2007).
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Fund has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Fund and in the capacities and on the dates indicated:
DATE:
SIGNATURE:
TITLE:
July 7, 2009
/s/ John P. Manning
Director, President (Principal Executive
John P. Manning
Officer), Boston Capital Partners II Corp.;
Director, President (Principal Executive Officer) BCTC V Assignor Corp.
July 7, 2009
/s/ Marc N. Teal
Sr. Vice President, Chief Financial Officer
Marc N. Teal
(Principal Financial and Accounting
Officer), Boston Capital Partners II Corp.; Sr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) BCTC V Assignor Corp.