10-Q 1 qh5q2fy1310q.htm BOSTON FINANCIAL qh5q2fy1310q.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)

[ X ]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                                 September 30, 2012                              
 
 
                                                                                        OR

[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from_________________________ to_______________________________________

                                                                                         Commission file number          0-19706

                                                                   Boston Financial Qualified Housing Tax Credits L.P.  V                                              
                                                                        (Exact name of registrant as specified in its charter)

                        Massachusetts                                                                            04-3054464                            
(State or other jurisdiction of                                                          (I.R.S. Employer
 incorporation or organization)                                                        Identification No.)


   101 Arch Street, Boston, Massachusetts                                                          02110-1106                         
     (Address of principal executive offices)                                                          (Zip Code)


Registrant's telephone number, including area code                                        (617) 439-3911                      

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  X    No___.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  X      No____.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ___                                                                                                Accelerated Filer  ___
Non-accelerated filer   ___  (Do not check if a smaller reporting company)               Smaller reporting company   X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes___  No   X  .

 
 

 
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)


TABLE OF CONTENTS




PART I.  FINANCIAL INFORMATION                                                                                                       Page No.

Item 1.      Financial Statements

Condensed Balance Sheets (Unaudited) - September 30, 2012
 and March 31, 2012                                                                                                                             1

Condensed Statements of Operations (Unaudited) - For the Three and
Six Months Ended September 30, 2012 and 2011                                                                             2

Condensed Statement of Changes in Partners' Equity
(Unaudited) - For the Six Months Ended September 30, 2012                                                       3

Condensed Statements of Cash Flows (Unaudited) - For the Six
Months Ended September 30, 2012 and 2011                                                                                   4

Notes to the Financial Statements (Unaudited)                                                                                      5

Item 2.      Management's Discussion and Analysis of Financial
Condition and Results of Operations                                                                                                7

Item 3.      Quantitative and Qualitative Disclosures About Market Risk                                                           11

Item 4.      Controls and Procedures                                                                                                                          11

PART II.  OTHER INFORMATION

Item 6.      Exhibits                                                                                                                                                        12

SIGNATURE                                                                                                                                                                13


 
 

 
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)


PART I.                      FINANCIAL INFORMATION

Item 1.                        Financial Statements

CONDENSED BALANCE SHEETS
September 30, 2012 and March 31, 2012
(Unaudited)





Assets
 
   September 30
   
       March 31
 
             
Cash and cash equivalents
  $ 610,938     $ 818,420  
Investment in Local Limited Partnership (Note 1)
    1,373,807       1,232,616  
Other assets
    210       103  
Total Assets
  $ 1,984,955     $ 2,051,139  
                 
Liabilities and Partners' Equity
               
                 
Due to affiliate
  $ 84,343     $ 84,343  
Accrued expenses
    15,414       25,277  
Total Liabilities
    99,757       109,620  
                 
General, Initial and Investor Limited Partners' Equity
    1,885,198       1,941,519  
Total Liabilities and Partners' Equity
  $ 1,984,955     $ 2,051,139  




The accompanying notes are an integral part of these financial statements.

 
 
 

 
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)


CONDENSED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended September 30, 2012 and 2011
(Unaudited)



   
             Three Months Ended
   
               Six Months Ended
 
   
      September 30,
   
       September 30,
   
      September 30,
   
         September 30,
 
   
   2012
   
                 2011
   
   2012
   
   2011
 
Revenue
                       
Investment
  $ 241     $ 1,061     $ 904     $ 2,215  
Cash distribution income
    -       -       17,922       -  
Total Revenue
    241       1,061       18,826       2,215  
                                 
Expenses:
                               
Asset management fees, affiliate
    84,343       81,887       168,686       163,773  
General and administrative
                               
(includes reimbursements to an affiliate
                               
in the amount of $3,781 and $2,390
                               
for the three months and $7,818 and
      $5,648 for the six months ended
                               
September 30, 2012 and 2011,
                               
respectively)
    25,852       32,707       47,652       54,554  
Amortization
    1,275       1,275       2,551       2,551  
Total Expenses
    111,470       115,869       218,889       220,878  
                                 
Loss before equity in income
                               
 of Local Limited Partnership
    (111,229 )     (114,808 )     (200,063 )     (218,663 )
                                 
Equity in income of Local Limited
                               
Partnership (Note 1)
    173,343       148,111       143,742       193,948  
                                 
Net Income (Loss)
  $ 62,114     $ 33,303     $ (56,321 )   $ (24,715 )
                                 
Net Income (Loss) allocated:
                               
General Partners
  $ 621     $ 333     $ (563 )   $ (247 )
Limited Partners
    61,493       32,970       (55,758 )     (24,468 )
    $ 62,114     $ 33,303     $ (56,321 )   $ (24,715 )
                                 
Net Income (Loss) Per Limited Partner
                               
Unit (68,929 Units)
  $ 0.89     $ 0.48     $ (0.81 )   $ (0.35 )
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 



The accompanying notes are an integral part of these financial statements.

 
 
 

 
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)


CONDENSED STATEMENT OF CHANGES IN PARTNERS' EQUITY
For the Six Months Ended September 30, 2012
(Unaudited)




                       
         
        Initial
   
   Investor
     
   
  General
   
          Limited
   
   Limited
   
 
   
Partners
   
       Partner
   
   Partners
   
        Total
                       
Balance at March 31, 2012
  $ 19,322     $ 5,000     $ 1,917,197     $ 1,941,519  
                             
Net Loss
    (563 )     -       (55,758 )     (56,321 )
                             
Balance at September 30, 2012
  $ 18,759     $ 5,000     $ 1,861,439     $ 1,885,198  



The accompanying notes are an integral part of these financial statements.

 
 
 

 
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)


CONDENSED STATEMENTS OF CASH FLOWS
For the Six Months Ended September 30, 2012 and 2011
(Unaudited)



             
   
                2012
   
          2011
 
             
Net cash used for operating activities
  $ (207,482 )   $ (139,118 )
                 
Net decrease in cash and cash equivalents
    (207,482 )     (139,118 )
                 
Cash and cash equivalents, beginning
    818,420       1,169,357  
                 
Cash and cash equivalents, ending
  $ 610,938     $ 1,030,239  
                 
                 
 
 





The accompanying notes are an integral part of these financial statements.

 
 
 

 
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)


NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)


The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America.  These statements should be read in conjunction with the audited financial statements and notes thereto included with the Annual Report on Form 10-K of Boston Financial Qualified Housing Tax Credits L.P. V (the “Partnership”) for the year ended March 31, 2012.  In the opinion of the managing general partner of the Partnership, Arch Street VIII, Inc. (the “Managing General Partner”), these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Partnership's financial position and results of operations.  The results of operations for the periods may not be indicative of the results to be expected for the year.

The Managing General Partner has elected to report results of the Local Limited Partnership on a 90-day lag basis because the Local Limited Partnership reports its results on a calendar year basis.  Accordingly, the financial information of the Local Limited Partnership that is included in the accompanying financial statements is as of June 30, 2012 and 2011 and for the six months then ended.

Generally, profits, losses, tax credits and cash flows from operations are allocated 99% to the Limited Partners and 1% to the General Partners.  Net proceeds from a sale or refinancing will be allocated 95% to the Limited Partners and 5% to the General Partners after certain priority payments.  The General Partners may have an obligation to fund deficits in their capital accounts, subject to limits set forth in the Partnership’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).  However, to the extent that the General Partners’ capital accounts are in a deficit position, certain items of net income may be allocated to the General Partners in accordance with the Partnership Agreement.

1.      Investment in Local Limited Partnership

The Partnership currently has a limited partner interest in one Local Limited Partnership which was organized for the purpose of owning and operating a multi-family housing complex which is government-assisted.  The Partnership's ownership interest in the Local Limited Partnership is 99%.  The Partnership may have negotiated or may negotiate options with the Local General Partners to purchase or sell the Partnership’s interest in the Local Limited Partnership at the end of the 15-year period during which properties that receive Tax Credits must remain in compliance with rent restriction and set-aside requirements (the “Compliance Period”) for a nominal price.  In the event that the Property is sold to a third party or upon dissolution of the Local Limited Partnership, proceeds will be distributed according to the terms of the Local Limited Partnership agreement.


 
 

 




BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)


NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)


1. Investment in Local Limited Partnership (continued)

The following is a summary of investment in Local Limited Partnership at September 30, 2012 and March 31, 2012:

   
  September 30
   
     March 31
 
Capital contributions paid to Local Limited Partnership and purchase
           
price paid to withdrawing partners of Local Limited Partnership
  $ 5,811,236     $ 5,811,236  
                 
Cumulative equity in losses of Local Limited Partnership
    (2,130,251 )     (2,273,993 )
                 
Cumulative cash distributions received from Local Limited Partnership
    (19,610 )     (19,610 )
                 
Investment in Local Limited Partnership before adjustments
    3,661,375       3,517,633  
                 
Excess investment costs over the underlying assets acquired:
               
                 
Acquisition fees and expenses
    178,600       178,600  
                 
Cumulative amortization of acquisition fees and expenses
    (102,168 )     (99,617 )
                 
Investment in Local Limited Partnership before impairment
    3,737,807       3,596,616  
                 
Cumulative impairment on investment in Local Limited Partnership
    (2,364,000 )     (2,364,000 )
                 
Investment in Local Limited Partnership
  $ 1,373,807     $ 1,232,616  

The Partnership has recorded an impairment for its investment in Local Limited Partnership in order to appropriately reflect the estimated net realizable value of this investment.

The Partnership’s share of the net income of the Local Limited Partnership for the six months ended September 30, 2012 and 2011 is $143,742 and $193,948, respectively.

2.      Significant Subsidiaries

The following Local Limited Partnership invested in by the Partnership represents more than 20% of the Partnership’s total assets or equity as of September 30, 2012 or 2011 or net income for the three months then ended.  The following financial information represents the performance of this Local Limited Partnership for the three months ended June 30, 2012 and 2011:

Circle Terrace Associates Limited Partnership
 
                      2012
   
            2011
 
Revenue
  $ 664,582     $ 757,560  
Net Income
  $ 175,094     $ 149,607  



 
 
 

 
 

BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)


 
Item 2.                  Management’s Discussion and Analysis of Financial Condition and Results of Operations


Certain matters discussed herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The use of words like “anticipate,” “estimate,” “intend,” “project,” “plan,” “expect,” “believe,” “could,” “will,” “may,” “might” and similar expressions are intended to identify such forward-looking statements.  The Partnership intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements and is including this statement for purposes of complying with these safe harbor provisions.  Although the Partnership believes the forward-looking statements are based on reasonable assumptions and current expectations, the Partnership can give no assurance that its expectations will be attained.  Actual results and timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation: (i) possible reduction in rental income due to an inability to maintain high occupancy levels or adequate rental levels;  (ii) possible adverse changes in general economic conditions and adverse local conditions, such as competitive overbuilding, a decrease in employment rates or adverse changes in real estate laws, including building codes; (iii) possible future adoption of rent control legislation which would not permit increased costs to be passed on to the tenants in the form of rent increases or which would suppress the ability of the Local Limited Partnership to generate operating cash flow; and (iv) general economic and real estate conditions and interest rates.

The Partnership is a Massachusetts limited partnership organized to invest, as a limited partner or member, in other limited partnerships or limited liability companies (collectively, “Local Limited Partnerships”), which own and operate apartment complexes (each, a “Property”), some of which benefit from some form of federal, state or local assistance, and all of which qualify for low-income housing tax credits (“Tax Credits”).  The Partnership's objectives are to: (i) provide current tax benefits in the form of Tax Credits which qualified investors may use to offset their federal income tax liability; (ii) preserve and protect the Partnership's capital; (iii) provide limited cash distributions which are not expected to constitute taxable income during Partnership operations; and (iv) provide cash distributions from sale or refinancing transactions.  The General Partners of the Partnership are Arch Street VIII, Inc., which serves as the Managing General Partner, and Arch Street V Limited Partnership.  The General Partners are affiliates of Boston Financial Investment Management, LP (“Boston Financial”).  The fiscal year of the Partnership ends on March 31.

Critical Accounting Policies

The Partnership’s accounting policies include those that relate to its recognition of investment in the Local Limited Partnership using the equity method of accounting.  The Partnership’s policy is as follows:

The Partnership is involved with the Local Limited Partnership in which it invests as a non-controlling equity holder.  The investment in the Local Limited Partnership is made primarily to obtain federal income Tax Credits on behalf of the Partnership’s investors.  Such Tax Credits are not reflected on the books of the Partnership.  The Local Limited Partnership is a Variable Interest Entity (“VIE”) because the owners of the equity at risk do not have the power to direct its operations.  A VIE must be consolidated by the entity which is determined to be the VIE’s primary beneficiary which is the entity that has both (i) the power to direct the activities of the VIE and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.  Additionally, a VIE requires continual reassessment of the primary beneficiary.

The general partner of the Local Limited Partnership (the “Local General Partner”), who is considered to be the primary beneficiary, directs the activities of the Local Limited Partnership and is responsible for maintaining compliance with the Tax Credit program and for providing subordinated financial support in the event operations cannot support debt and Property tax payments.  Because the Partnership is not the primary beneficiary of the Local Limited Partnership, it accounts for its investment using the equity method of accounting.



 
 

 

BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)

       Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)


Critical Accounting Policies (continued)

Under the equity method, the investment in the Local Limited Partnership is carried at cost, adjusted for the Partnership’s share of net income or loss and for cash distributions from the Local Limited Partnership.  Equity in income or loss of the Local Limited Partnership is included currently in the Partnership's operations.  A liability is recorded for delayed equity capital contributions to the Local Limited Partnership. In the event that the Local Limited Partnership records other comprehensive income or loss, the Partnership will evaluate its impact on the Partnership and determine whether it should be included as other comprehensive income or loss in the statement of partners’ equity.  Under the equity method, the Local Limited Partnership investment will not be carried below zero.   To the extent that the Local Limited Partnership with a carrying value of zero incurs additional losses, the excess losses will be suspended and offset against future income.  Income from the Local Limited Partnership will not be recorded until all of the related suspended losses have been offset.  To the extent that the Local Limited Partnership with a carrying value of zero distributes cash to the Partnership, the distribution is recorded as income in the Partnership’s statement of operations.

The Partnership's exposure to economic and financial statement losses is limited to its investment balance in the Local Limited Partnership and estimated future funding commitments.  To the extent that the Partnership does not receive the full amount of Tax Credits specified in its initial investment contribution agreement, it may be eligible to receive payments from the Local General Partner under the provisions of Tax Credit guarantees.  The Partnership may be subject to additional losses to the extent of any additional financial support that the Partnership voluntarily provides in the future.  The Partnership, through its ownership percentages, may participate in Property disposition proceeds, the timing and amounts of which are unknown.  The Partnership does not guarantee any of the mortgages or other debt of the Local Limited Partnership.

The Partnership is subject to risks inherent in the ownership of Property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance of facilities and continued eligibility of Tax Credits.  If the cost of operating a Property exceeds the rental income earned thereon, the Partnership may deem it in its best interest to voluntarily provide funds and advances in order to protect its investment.  The Partnership assesses the collectability of any advances at the time the advance is made and records a reserve if collectability is not reasonably assured.

Periodically, the carrying value of the investment in the Local Limited Partnership is tested for other-than-temporary impairment.  If an other-than-temporary decline in carrying value exists, a provision is recorded to reduce the investment to the sum of the estimated remaining benefits.  The estimated remaining benefits for the Local Limited Partnership consists of the estimated future benefit from tax losses and Tax Credits over the estimated life of the investment and the estimated residual proceeds at disposition.  Estimated residual proceeds are allocated in accordance with the terms of the partnership agreement of the Local Limited Partnership.  Generally, the carrying value of the Local Limited Partnership will decline through losses and distributions.  However, the Partnership may record an impairment loss if the expiration of Tax Credits outpaces losses and distributions from the Local Limited Partnership.

Liquidity and Capital Resources

At September 30, 2012, the Partnership has cash and cash equivalents of $610,938 compared with $818,420 at March 31, 2012.  The decrease is attributable to net cash used for operations.  Cash used for operations includes $168,686 paid to the Managing General Partner for accrued asset management fees.

The Managing General Partner initially designated 4% of the Gross Proceeds as Reserves as defined in the Partnership Agreement.  The Reserves were established to be used for working capital of the Partnership and contingencies related to the ownership of Local Limited Partnership interests.  The Managing General Partner may increase or decrease such Reserves from time to time, as it deems appropriate.  At September 30, 2012 and March 31, 2012, approximately $596,000 and $793,000, respectively, has been designated as Reserves.


 
 

 

BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)

  
       Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)


Liquidity and Capital Resources (continued)

To date, professional fees relating to various Property issues totaling approximately $319,000 have been paid from Reserves.  To date, Reserve funds in the amount of approximately $128,000 also have been used to make additional capital contributions to one Local Limited Partnership.  In the event a Local Limited Partnership encounters operating difficulties requiring additional funds, the Partnership’s management might deem it in its best interest to voluntarily provide such funds in order to protect its investment.  As of September 30, 2012, the Partnership has advanced approximately $529,000 to Local Limited Partnerships to fund operating deficits.

The Managing General Partner believes that the investment income earned on the Reserves, along with cash distributions received from Local Limited Partnerships, to the extent available, will be sufficient to fund the Partnership's ongoing operations.  Reserves may be used to fund Partnership operating deficits, if the Managing General Partner deems funding appropriate.  If Reserves are not adequate to cover the Partnership’s operations, the Partnership will seek other financing sources including, but not limited to, the deferral of Asset Management Fees paid to an affiliate of the Managing General Partner or working with Local Limited Partnerships to increase cash distributions.  To date, the Partnership has used approximately $1,186,000 of Reserves to fund operations.

Since the Partnership invests as a limited partner, the Partnership has no contractual duty to provide additional funds to the Local Limited Partnership beyond its specified investment.  Thus, as of September 30, 2012, the Partnership has no contractual or other obligation to the Local Limited Partnership that has not been paid or provided for.

Cash Distributions

No cash distributions were made during the six months ended September 30, 2012 and 2011.

Results of Operations

Three Month Period

The Partnership’s results of operations for the three months ended September 30, 2012 resulted in net income of $62,114 as compared to net income of $33,303 for the same period in 2011.  The increase in net income is primarily attributable to an increase in equity in income of the Local Limited Partnership and a decrease in general and administrative costs.  The increase in equity in income is due to a decrease in utility expenses of the Local Limited Partnership.  General and administrative expenses decreased primarily due to decreased charges for operations and administrative expenses necessary for the operation of the Partnership.

Six Month Period

The Partnership’s results of operations for the six months ended September 30, 2012 resulted in net loss of $56,321 as compared to net loss of $24,715 for the same period in 2011.  The increase in net loss is primarily attributable to a decrease in equity in income of the Local Limited Partnership, partially offset by an increase in cash distribution income and a decrease in general and administrative costs.  The decrease in equity in income is due to a decrease in rental revenue of the Local Limited Partnership.  The increase in cash distribution income is due to the Partnership receiving the final distribution in the six months ended September 30, 2012 from a Local Limited Partnership disposed of in a previous year.  General and administrative expenses decreased primarily due to decreased charges for operations and administrative expenses necessary for the operation of the Partnership.


 
 

 


BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)

 
       Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)


Portfolio Update

As of September 30, 2012, the Partnership’s investment portfolio consists of a limited partner interest in one Local Limited Partnership which owns and operates a multi-family apartment complex and had generated, but no longer generates, Tax Credits.  Since inception, the Partnership generated Tax Credits, net of recapture, of approximately $1,514 per Limited Partner Unit.  The aggregate amount of Tax Credits generated by the Partnership is consistent with the objectives specified in the Partnership’s prospectus.

Properties that receive Tax Credits must remain in compliance with rent restriction and set-aside requirements for at least 15 calendar years from the date the Property is placed in service (the “Compliance Period”).  Failure to do so would result in the recapture of a portion of the Property’s Tax Credits.  The Compliance Period of the remaining Property in which the Partnership has an interest expired on December 31, 2007.

The Managing General Partner will continue to closely monitor the operations of the remaining Property and continues to explore a disposition strategy with respect to the Partnership’s remaining Local Limited Partnership interest.  The Partnership shall dissolve and its affairs shall be wound up upon the disposition of the final Local Limited Partnership interest and other assets of the Partnership.  Investors will continue to be Limited Partners, receiving Schedule K-1s and quarterly and annual reports, until the Partnership is dissolved.

The Partnership is not a party to any pending legal or administrative proceeding, and to the best of its knowledge, no legal or administrative proceeding is threatened or contemplated against it.

Property Discussion

The remaining Property in which the Partnership has an interest operated above breakeven for the quarter ended June 30, 2012.  Occupancy averaged 95% for the six months ending June 30, 2012.  A recent foundation settlement issue caused by the northeast earthquake in 2011 was noticed on two of the buildings.  One building has been stabilized, but the other has not, as such four of the units in this building are currently unable to be rented.  The Compliance Period ended on December 31, 2007; therefore, there is no recapture risk at the Property.  The Managing General Partner and Local General Partner of Circle Terrace Associates, L.P., located in Lansdowne, MD, have been negotiating exit strategies that would have resulted in a disposition of the Partnership’s interest in this Local Limited Partnership.  A May 2010 disposition date was previously reported; however, there were outstanding items that needed to be finalized before a disposition could occur.  A new purchase and sales contract was signed in July 2012.  The previously reported net sales proceeds, projected to be $7,250,000, or $105.18 per Unit, was based on previous appraisals and a rent comparative study.  However, as a result of the Department of Housing and Urban Development not approving the increased rents associated with the proposed renovations, and pushing an increased capital budget, the value of the Property has decreased.  The Managing General Partner now expects projected net sales proceeds to the Partnership of approximately $3,555,000, or $51.57 per Unit.  A disposition of the interest in this Local Limited Partnership is expected in December 2012.  The Managing General Partner currently estimates a $470,000, or $6.82 per Unit, tax loss for 2012.


 
 

 


BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)


 

Item 3.                 Quantitative and Qualitative Disclosures about Market Risk

Not Applicable

Item 4.                 Controls and Procedures

Disclosure Controls and Procedures

The Partnership maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 as amended (“Exchange Act”) is recorded, processed, summarized and reported within the specified time periods.  The Partnership’s Chief Executive Officer and its Chief Financial Officer of the Managing General Partner (collectively, the “Certifying Officers”) are responsible for maintaining disclosure controls for the Partnership.  The controls and procedures established by the Partnership are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

As of the end of the period covered by this report, the Certifying Officers evaluated the effectiveness of the Partnership’s disclosure controls and procedures.  Based on the evaluation, the Certifying Officers concluded that as of September 30, 2012, the Partnership’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

The Certifying Officers have also concluded that there was no change in the Partnership’s internal controls over financial reporting identified in connection with the evaluation of the Partnership's controls that occurred during the Partnership’s second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.


 
 

 
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)

 


PART II.             OTHER INFORMATION

Item 6.                 Exhibits

31.1  
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2  
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       32.1  Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       32.2  Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS
XBRL Instance Document*
   
101.SCH
XBRL Taxonomy Extension Schema Document*
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document*
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document*
   
101.LAB
XBRL Taxonomy Extension Label Linkbase Document*
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*

*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise not subject to liability under those sections. This exhibit shall not be deemed to be incorporated by reference into any filing, except to the extent that the Registrant specifically incorporates this exhibit by reference.


 
 

 
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
(A Limited Partnership)

 
SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date:  November 14, 2012                                                   BOSTON FINANCIAL QUALIFIED HOUSING
TAX CREDITS L.P. V

By:          Arch Street VIII, Inc.,
its Managing General Partner


/s/Kenneth J. Cutillo                 
 Kenneth J. Cutillo
 President
Arch Street VIII, Inc.
                       (Chief Executive Officer)