10-Q 1 b2sep1210q.htm BCTC II SEPT 2012 10-Q b2sep1210q

FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(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        0-19443

 

BOSTON CAPITAL TAX CREDIT FUND II L.P.
(Exact name of registrant as specified in its charter)

Delaware

04-3066791

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)

 

One Boston Place, Suite 2100, Boston, Massachusetts  02108
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code (617)624-8900

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 ý

No 

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

Yes ý

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 definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes 

No ý

 

 

BOSTON CAPITAL TAX CREDIT FUND II L.P.

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED September 30, 2012

TABLE OF CONTENTS

FOR THE QUARTER ENDED SEPTEMBER 30, 2012

 

Part I. Financial information

Item 1. CONDENSED FINANCIAL STATEMENTS

CONDENSED Balance Sheets 4

Condensed Balance Sheets Series 07 5

Condensed Balance Sheets Series 09 6

Condensed Balance Sheets Series 10 7

Condensed Balance Sheets Series 11 8

Condensed Balance Sheets Series 12 9

Condensed Balance Sheets Series 14 10

CONDENSED Statements of Operations three months 11

Condensed Three Months Operations Series 07 *

Condensed Three Months Operations Series 09 *

Condensed Three Months Operations Series 10 *

Condensed Three Months Operations Series 11 15

Condensed Three Months Operations Series 12 16

Condensed Three Months Operations Series 14 17

CONDENSED Statements of Operations SIX months 18

Condensed Six Months Operations Series 07 19

Condensed Six Months Operations Series 09 20

Condensed Six Months Operations Series 10 21

Condensed Six Months Operations Series 11 22

Condensed Six Months Operations Series 12 23

Condensed Six Months Operations Series 14 24

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DeFICIT) 25

Condensed Partners' Capital (Deficit) Series 07 26

Condensed Partners' Capital (Deficit) Series 09 26

Condensed Partners' Capital (Deficit) Series 10 27

Condensed Partners' Capital (Deficit) Series 11 27

Condensed Partners' Capital (Deficit) Series 12 28

Condensed Partners' Capital (Deficit) Series 14 28

CONDENSED Statements of Cash Flows 29

Condensed Cash Flows Series 07 30

Condensed Cash Flows Series 09 31

Condensed Cash Flows Series 10 32

Condensed Cash Flows Series 11 33

Condensed Cash Flows Series 12 34

Condensed Cash Flows Series 14 35









 

 

 

 

 

 

BOSTON CAPITAL TAX CREDIT FUND II L.P.

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2012

TABLE OF CONTENTS (CONTINUED)

Notes to CONDENSED Financial Statements 36

Note A Organization 36

Note B Accounting 36

Note C Related Party Transactions 37

Note D Investments 39

COMBINED CONDENSED STATEMENTS OF OPERATION 41

Combined Condensed Statements Series 07 42

Combined Condensed Statements Series 09 43

Combined Condensed Statements Series 10 44

Combined Condensed Statements Series 11 45

Combined Condensed Statements Series 12 46

Combined Condensed Statements Series 14 47

Note E Taxable Loss 48

Note F Income Taxes 48

Note G Plan of Liquidation 49

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

Results of Operations 50

Liquidity 50

Capital Resources 51

Results of Operations 52

Critical Accounting Policies and Estimates 67

Recent Accounting Changes 68

Item 3. Quantitative and Qualitative Disclosures About Market Risk 68

Item 4. Controls and Procedures 68

Part II Other Information 69

Item 1. Legal Proceedings 69

Item 1A. Risk Factors 69

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 69

Item 3. Defaults Upon Senior Securities 69

Item 4. Mine Safety Disclosures 69

Item 5. Other Information 69

Item 6. Exhibits 69

Signatures 70






 

 



 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

 

September 30,
2012 

March 31,
2012

ASSETS

Cash and cash equivalents

$   1,073,758

$   1,302,447

Other assets

       2,200

     342,718

$   1,075,958

$   1,645,165

LIABILITIES

Accounts payable

$      99,350

$      42,600

Accounts payable affiliates (Note C)

20,349,058

20,842,344

Capital contributions payable (Note D)

     169,974

     169,974

  20,618,382

  21,054,918

PARTNERS' CAPITAL (DEFICIT)

Assignees

  

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
18,679,738 issued and 18,671,338
outstanding





(17,966,065)





(17,834,720)

General Partner

 (1,576,359)

 (1,575,033)

(19,542,424)

(19,409,753)

$   1,075,958

$   1,645,165

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 7

 

 

September 30,
2012

March 31,
2012

ASSETS

 

 

 

Cash and cash equivalents

$        -

$        -

Other assets

        -

        -

 

$        -

$        -

LIABILITIES

Accounts payable
  

$        -

$        -

Accounts payable affiliates (Note C)

-

-

Capital contributions payable (Note D)

        -

        -

        -

        -

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
1,036,100 issued and outstanding




 (84,506)




 (84,506)

General Partner

   84,506

   84,506

        -

        -

$        -

$        -

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 9



September 30,
2012

March 31,
2012

ASSETS

 

 

Cash and cash equivalents

$    172,196

$   316,051

Other assets

          -

         -

$    172,196

$   316,051

LIABILITIES

 

Accounts payable

$     64,875

$    35,000

Accounts payable affiliates (Note C)

6,372,986

6,676,676

 

Capital contributions payable (Note D)

          -

         -


  6,437,861


 6,711,676

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
4,178,029 issued and 4,176,329
outstanding





(5,868,171)





(5,996,831)

General Partner

  (397,494)

  (398,794)

(6,265,665)

(6,395,625)

$    172,196

$    316,051

The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 10



September 30,
2012

March 31,
2012

ASSETS

 

 

Cash and cash equivalents

$    165,036

$    250,847

Other assets

          -

    339,418

$    165,036

$    590,265

LIABILITIES

 

Accounts payable

$      5,000

$          -

 

Accounts payable affiliates (Note C)

1,988,315

2,357,127

 

Capital contributions payable (Note D)

          -

          -

  1,993,315

  2,357,127

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
2,428,925 issued and 2,423,225
outstanding





(1,615,084)





(1,554,281)

General Partner

  (213,195)

  (212,581)

(1,828,279)

(1,766,862)

$    165,036

$    590,265

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 11



September 30,
2012

March 31,
2012

ASSETS

 

 

 

Cash and cash equivalents

$    138,919

$    205,808

Other assets

          -

          -

$    138,919

$    205,808

LIABILITIES

 

Accounts payable 

$          -

$         -

 

Accounts payable affiliates (Note C)

1,008,076

998,760

 

Capital contributions payable (Note D)

          -

          -

  1,008,076

    998,760

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
2,489,599 issued and outstanding




(645,781)




(570,338)

General Partner

  (223,376)

  (222,614)

  (869,157)

  (792,952)

$    138,919

$    205,808

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 12



September 30,
2012

March 31,
2012

ASSETS

 

 

 

Cash and cash equivalents

$    175,466

$    170,287

Other assets

          -

          -

 

$    175,466

$    170,287

LIABILITIES

Accounts payable 

$     11,000

$      7,500

Accounts payable affiliates (Note C)

3,949,228

3,884,690

Capital contributions payable (Note D)

      9,241

      9,241

  3,969,469

  3,901,431

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
2,972,795 issued and 2,971,795
utstanding





(3,504,932)





(3,442,702)

General Partner

  (289,071)

  (288,442)

(3,794,003)

(3,731,144)

$    175,466

$    170,287

The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 14



September 30,
2012

March 31,
2012

ASSETS

 

 

 

Cash and cash equivalents

$    422,141

$    359,454

Other assets

      2,200

      3,300

$    424,341

$    362,754

 

 

LIABILITIES

 

 

 

Accounts payable

$     18,475

$        100

 

Accounts payable affiliates (Note C)

7,030,453

6,925,091

Capital contributions payable (Note D)

    160,733

    160,733

  7,209,661

  7,085,924

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees

 

 

 
 

Units of limited partnership 
interest, $10 stated value per
BAC; 20,000,000 authorized BACs;
5,574,290 issued and outstanding




(6,247,591)




(6,186,062)

General Partner

  (537,729)

  (537,108)

(6,785,320)

(6,723,170)

$    424,341

$    362,754

 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

 


2012


2011

 

 

 

Income

 

 

  

Interest income

$       335

$     1,234

Other income

     2,431

     3,035

 

     2,766

     4,269

Share of income from Operating 
  Partnerships(Note D)


   144,450


       -

 

 

 

Expenses

 

 

  

 

 

Professional fees

120,013

123,939

Partnership management fee, net (Note C)

121,047

153,858

General and administrative expenses

    20,933

    19,545

  


   261,993


   297,342

  NET INCOME(LOSS)

$ (114,777)

$ (293,073)

Net income(loss) allocated to assignees

$ (113,628)

$ (290,141)

 

Net income(loss) allocated to general partner

$   (1,149)

$   (2,932)

Net income(loss) per BAC

$     (.01)

$     (.02)

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended September 30,

(Unaudited)

Series 7


2012


2011

 

 

 

Income

Interest income

$       -

$       -

  

Other income

       -

       -

       -

       -

Share of income from Operating 
  Partnerships(Note D)


       -


       -

Expenses

  

Professional fees

-

-

Partnership management fee, net (Note C)

-

-

  

General and administrative expenses

       -

       -

  


       -


       -

  NET INCOME(LOSS)

$       -

$       -

Net income(loss) allocated to assignees

$       -

$       -

 

Net income(loss) allocated to general partner

$       -

$       

Net income(loss) per BAC

$       -

$       -









The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

Series 9


2012


2011

 

 

 

Income

 

 

  

Interest income

$        79

$      123

  

Other income

       677

      3

 

       756

      126

Share of income from Operating 
  Partnerships(Note D)


    41,944


     -

 

 

 

Expenses

 

 

  

 

 

Professional fees

22,219

21,894

Partnership management fee, net (Note C)

5,502

32,716

General and administrative expenses

     4,060

     5,008

  


    31,781


    59,618

  NET INCOME(LOSS)

$    10,919

$  (59,492)

 

 

 

Net income(loss) allocated to assignees

$    10,810

$  (58,897)

 

Net income(loss) allocated to general partner

$      109

$     (595)

Net income(loss) per BAC

$       .00

$     (.01)

 

 

 










The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

Series 10


2012


2011

Income

  

Interest income

$        96

$      157

Other income

     -

     -

     96

     157

Share of income from Operating 
  Partnerships(Note D)


         -


         -

Expenses

  

Professional fees

17,579

18,366

Partnership management fee, net (Note C)

19,739

18,233

General and administrative expenses

     3,652

     3,121

  


    40,970


39,720

  NET INCOME(LOSS)

$  (40,874)

$  (39,563)

Net income(loss) allocated to assignees

$  (40,465)

$  (39,167)

 

Net income(loss) allocated to general partner

$     (409)

$   (396)

Net income(loss) per BAC

$     (.02)

$   (.02)









The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

Series 11


2012


2011

 

 

 

Income

 

 

  

Interest income

$       40

$     276

 

Other income

  6

  6

    46

    282

Share of income from Operating 
  Partnerships(Note D)


        -


     -

 

 

 

Expenses

 

 

  

 

 

Professional fees

19,108

19,757

Partnership management fee, net (Note C)

27,128

23,216

General and administrative expenses

    3,479

    2,986

  


   49,715


   45,959

 

 

 

  NET INCOME(LOSS)

$ (49,669)

$ (45,677)

 

 

 

 

Net income(loss) allocated to assignees

$ (49,172)

$ (45,220)

 

 

 

Net income(loss) allocated to general partner

$    (497)

$   (457)

 

 

 

Net income(loss) per BAC

$    (.02)

$    (.02)

 

 

 















The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

Series 12


2012


2011

 

 

 

Income

 

 

  

Interest income

$       36

$      277

 

Other income

       36

  -

       72

     277

Share of income from Operating 
  Partnerships(Note D)


   17,292


      -

 

 

 

Expenses

 

 

  

 

 

Professional fees

22,858

25,096

Partnership management fee, net (Note C)

23,387

26,379

General and administrative expenses

    3,921

    3,357

  


   50,166


   54,832

 

 

 

 

 NET INCOME(LOSS)


$ (32,802)


$ (54,555)

 

 

 

Net income(loss) allocated to assignees

$ (32,474)

$ (54,009)

 

Net income(loss) allocated to general partner

$    (328)

$    (546)

Net income(loss) per BAC

$    (.01)

$    (.02)

 

 

 












The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

Series 14


2012


2011

 

 

 

Income

 

 

  

Interest income

$       84

$     401

  

Other income

    1,712

    3,026

 

    1,796

    3,427

Share of income from Operating 
  Partnerships(Note D)


   85,214


      -

 

 

 

Expenses

 

 

  

Professional fees

38,249

38,826

Partnership management fee, net (Note C)

45,291

53,314

 

General and administrative expenses

    5,821

    5,073

  


   89,361


97,213

 

 

 

  NET INCOME(LOSS)

$  (2,351)

$ (93,786)

 

 

 

Net income(loss) allocated to assignees

$  (2,327)

$ (92,848)

 

Net income(loss) allocated to general partner

$     (24)

$   (938)

Net income(loss) per BAC

$    (.00)

$    (.02)









The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

 


2012


2011

 

 

 

Income

 

 

  

Interest income

$       743

$     2,842

Other income

    22,390

    15,793

 

    23,133

    18,635

Share of income from Operating 
  Partnerships(Note D)


   300,450


   635,795

 

 

 

Expenses

 

 

  

 

 

Professional fees

122,170

126,399

Partnership management fee, net (Note C)

289,464

351,142

General and administrative expenses

    44,620

    35,655

  


   456,254


   513,196

  NET INCOME(LOSS)

$ (132,671)

$  141,234

Net income(loss) allocated to assignees

$ (131,345)

$  139,822

 

Net income(loss) allocated to general partner

$   (1,326)

$    1,412

Net income(loss) per BAC

$     (.01)

$     .01

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Six Months Ended September 30,

(Unaudited)

Series 7


2012


2011

 

 

 

Income

Interest income

$       -

$       -

  

Other income

       -

       -

       -

       -

Share of income from Operating 
  Partnerships(Note D)


       -


       -

Expenses

  

Professional fees

-

-

Partnership management fee, net (Note C)

-

-

  

General and administrative expenses

       -

       -

  


       -


       -

  NET INCOME(LOSS)

$       -

$       -

Net income(loss) allocated to assignees

$       -

$       -

 

Net income(loss) allocated to general partner

$       -

$       

Net income(loss) per BAC

$       -

$       -









The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 9


2012


2011

 

 

 

Income

 

 

  

Interest income

$       175

$      278

  

Other income

       677

      3

 

       852

      281

Share of income from Operating 
  Partnerships(Note D)


   197,944


   140,000

 

 

 

Expenses

 

 

  

 

 

Professional fees

22,303

22,332

Partnership management fee, net (Note C)

38,001

77,804

General and administrative expenses

     8,532

     8,305

  


    68,836


   108,441

  NET INCOME(LOSS)

$   129,960

$   31,840

 

 

 

Net income(loss) allocated to assignees

$   128,660

$   31,522

 

Net income(loss) allocated to general partner

$     1,300

$      318

Net income(loss) per BAC

$       .03

$      .01

 

 

 










The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 10


2012


2011

Income

  

Interest income

$       192

$      362

Other income

     3,790

     2,774

     3,982

     3,136

Share of income from Operating 
  Partnerships(Note D)


         -


         -

Expenses

  

Professional fees

17,642

18,754

Partnership management fee, net (Note C)

40,119

39,007

General and administrative expenses

     7,638

     5,836

  


    65,399


63,597

  NET INCOME(LOSS)

$  (61,417)

$  (60,461)

Net income(loss) allocated to assignees

$  (60,803)

$  (59,856)

 

Net income(loss) allocated to general partner

$     (614)

$   (605)

Net income(loss) per BAC

$     (.03)

$   (.02)









The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 11


2012


2011

 

 

 

Income

 

 

  

Interest income

$      100

$     661

 

Other income

    4,019

  2,908

    4,119

    3,569

Share of income from Operating 
  Partnerships(Note D)


        -


   54,381

 

 

 

Expenses

 

 

  

 

 

Professional fees

20,468

20,123

Partnership management fee, net (Note C)

52,530

46,619

General and administrative expenses

    7,326

    5,602

  


   80,324


   72,344

 

 

 

  NET INCOME(LOSS)

$ (76,205)

$ (14,394)

 

 

 

 

Net income(loss) allocated to assignees

$ (75,443)

$ (14,250)

 

 

 

Net income(loss) allocated to general partner

$    (762)

$   (144)

 

 

 

Net income(loss) per BAC

$    (.03)

$    (.01)

 

 

 















The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 12


2012


2011

 

 

 

Income

 

 

  

Interest income

$       85

$      652

 

Other income

       36

  1,152

      121

    1,804

Share of income from Operating 
  Partnerships(Note D)


   17,292


   44,097

 

 

 

Expenses

 

 

  

 

 

Professional fees

22,933

25,512

Partnership management fee, net (Note C)

49,123

52,449

General and administrative expenses

    8,216

    6,379

  


   80,272


   84,340

 

 

 

 

 NET INCOME(LOSS)


$ (62,859)


$ (38,439)

 

 

 

Net income(loss) allocated to assignees

$ (62,230)

$ (38,055)

 

Net income(loss) allocated to general partner

$    (629)

$    (384)

Net income(loss) per BAC

$    (.02)

$    (.01)

 

 

 












The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 14


2012


2011

 

 

 

Income

 

 

  

Interest income

$      191

$     889

  

Other income

   13,868

    8,956

 

   14,059

    9,845

Share of income from Operating 
  Partnerships(Note D)


   85,214

  397,317

 

 

 

Expenses

 

 

  

Professional fees

38,824

39,678

Partnership management fee, net (Note C)

109,691

135,263

 

General and administrative expenses

   12,908

    9,533

  


  161,423


184,474

 

 

 

  NET INCOME(LOSS)

$ (62,150)

$ 222,688

 

 

 

Net income(loss) allocated to assignees

$ (61,529)

$ 220,461

 

Net income(loss) allocated to general partner

$    (621)

$   2,227

Net income(loss) per BAC

$    (.01)

$     .04









The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Six Months Ended September 30,
(Unaudited)

 



Assignees



General
Partner





Total

 

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$(17,834,720)



$(1,575,033)



$(19,409,753)

 

 

 

 

Net income(loss)

   (131,345)

    (1,326)

   (132,671)

 

 

 

 

Partners' capital
(deficit),
  September 30, 2012



$(17,966,065)



$(1,576,359)



$(19,542,424)

 

 

 

 


























The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)


Six Months Ended September 30,
(Unaudited)

 


Assignees

General
Partner

Total

Series 7

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$   (84,506)



$     84,506



$          -

 

 

 

 

Net income(loss)

          -

          -

          -

 

 

 

 

Partners' capital
(deficit),
  September 30, 2012



$   (84,506)



$     84,506



$          -

 

 

 

 

 

 

 

 

Series 9

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$(5,996,831)



$  (398,794)



$(6,395,625)

 

 

 

 

Net income(loss)

    128,660

      1,300

    129,960

 

 

 

 

Partners' capital
(deficit),
  September 30, 2012



$(5,868,171)



$  (397,494)



$(6,265,665)

 

 

 

 



 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)


Six Months Ended September 30,
(Unaudited)

 


Assignees

General
Partner

Total

Series 10

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$ (1,554,281)



$ (212,581)



$ (1,766,862)

 

 

 

 

Net income(loss)

    (60,803)

     (614)

    (61,417)

 

 

 

 

Partners' capital
(deficit),
  September 30, 2012



$ (1,615,084)



$ (213,195)



$ (1,828,279)

 

 

 

 

 

 

 

 

Series 11

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$   (570,338)



$ (222,614)



$   (792,952)

 

 

 

 

Net income(loss)

    (75,443)

     (762)

    (76,205)

 

 

 

 

Partners' capital
(deficit),
  September 30, 2012



$   (645,781)



$ (223,376)



$   (869,157)

 

 

 

 









The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Six Months Ended September 30,
(Unaudited)

 


Assignees

General
Partner

Total

Series 12

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$(3,442,702)



$ (288,442)



$(3,731,144)

 

 

 

 

Net income(loss)

   (62,230)

     (629)

   (62,859)

 

 

 

 

Partners' capital
(deficit),
  September 30, 2012



$(3,504,932)



$ (289,071)



$(3,794,003)

 

 

 

 

 

 

 

 

Series 14

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$(6,186,062)



$ (537,108)



$(6,723,170)

 

 

 

 

Net income(loss)

   (61,529)

     (621)

   (62,150)

 

 

 

 

Partners' capital
(deficit),
  September 30, 2012



$(6,247,591)



$ (537,729)



$(6,785,320)

 

 

 

 











The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$   (132,671)

$   141,234

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

 

 

      Share of Income from Operating
        Partnerships


(300,450)


(635,795)

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


56,750

40,000

      Decrease in other assets

340,518

-

     (Decrease) Increase in accounts
        payable affiliates


  (493,286)


  (617,346)

 

 

 

      Net cash used in 
        operating activities


   (529,139)


(1,071,907)

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


     300,450


  635,795

 

 

 

   Net cash provided by
     investing activities


     300,450


  635,795

 

 

 

  INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS

(228,689)

(436,112)

 

 

 

Cash and cash equivalents, beginning

   1,302,447

  1,618,141

 

 

 

Cash and cash equivalents, ending

$   1,073,758

$  1,182,029














The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 7

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$         -

$         -

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

 

 

      Share of Income from Operating
        Partnerships


-


-

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


-


-

      Decrease in other assets

-

-

     (Decrease) Increase in accounts
        payable affiliates


         -


         -

 

 

 

      Net cash used in 
        operating activities


         -


         -

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


         -


         -

 

 

 

   Net cash provided by
     investing activities


         -


         -

 

 

 

  INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS


-


-

 

 

 

Cash and cash equivalents, beginning

         -

         -

 

 

 

Cash and cash equivalents, ending

$         -

$         -

 

 

 









The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 9

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$    129,960

$   31,840

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

 

 

      Share of Income from Operating
        Partnerships


(197,944)


(140,000)

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


29,875

20,000

      Decrease in other assets

-

-

     (Decrease) Increase in accounts
        payable affiliates


 (303,690)


  8,576

 

 

 

      Net cash used in 
        operating activities


 (341,799)


  (79,584)

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


   197,944


  140,000

 

 

 

   Net cash provided by
     investing activities


   197,944


  140,000

 

 

 

  INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS


(143,855)

60,416

 

 

 

Cash and cash equivalents, beginning

   316,051

  71,556

 

 

 

Cash and cash equivalents, ending

$   172,196

$  131,972

 

 

 









The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 10

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$  (61,417)

$ (60,461)

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

 

 

      Share of Income from Operating
        Partnerships


-


-

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


5,000


-

      Decrease in other assets

339,418

-

     (Decrease) Increase in accounts
        payable affiliates


 (368,812)


   48,444

 

 

 

      Net cash used in 
        operating activities


  (85,811)


  (12,017)

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


         -


    -

 

 

 

   Net cash provided by
     investing activities


         -


    -

 

 

 

  INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS

(85,811)

(12,017)

 

 

 

Cash and cash equivalents, beginning

   250,847

   270,086

 

 

 

Cash and cash equivalents, ending

$   165,036

$   258,069

 

 

 














The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 11

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$  (76,205)

$ (14,394)

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

 

 

      Share of Income from Operating
        Partnerships


-

(54,381)

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


-

-

      Decrease in other assets

-

-

     (Decrease) Increase in accounts
        payable affiliates


     9,316


 (240,684)

 

 

 

      Net cash used in 
        operating activities


  (66,889)


 (309,459)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


         -

   54,381

 

 

 

   Net cash provided by
     investing activities


         -

   54,381

 

 

 

  INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS


(66,889)


(255,078)

 

 

 

Cash and cash equivalents, beginning

   205,808

   465,155

 

 

 

Cash and cash equivalents, ending

$   138,919

$   210,077

 

 

 










The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 12

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$  (62,859)

$  (38,439)

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

 

 

      Share of Income from Operating
        Partnerships

(17,292)

(44,097)

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


3,500

-

      Decrease in other assets

-

-

     (Decrease) Increase in accounts
        payable affiliates


    64,538


 (234,744)

 

 

 

      Net cash used in 
        operating activities


  (12,113)


 (317,280)

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


    17,292

    44,097

 

 

 

   Net cash provided by
     investing activities


    17,292

    44,097

 

 

 

  INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS


5,179

(273,183)

 

 

 

Cash and cash equivalents, beginning

   170,287

   479,986

 

 

 

Cash and cash equivalents, ending

$   175,466

$   206,803

 

 

 










The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 14

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$  (62,150)

$ 222,688

   Adjustments to reconcile net income
   (loss) to net cash used in
    operating activities

 

 

      Share of Income from Operating
        Partnerships


(85,214)

(397,317)

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


18,375

20,000

      Decrease in other assets

1,100

-

     (Decrease) Increase in accounts
        payable affiliates


   105,362


 (198,938)

 

 

 

      Net cash used in 
        operating activities


  (22,527)


 (353,567)

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


    85,214

   397,317

 

 

   Net cash provided by
     investing activities


    85,214

   397,317

 

 

 

  INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS


62,687

43,750

 

 

 

Cash and cash equivalents, beginning

   359,454

   331,358

 

 

 

Cash and cash equivalents, ending

$   422,141

$   375,108

 

 

 









The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2012

(Unaudited)

NOTE A - ORGANIZATION

Boston Capital Tax Credit Fund II Limited Partnership (the "Partnership") was
formed under the laws of the State of Delaware as of September 28, 1989, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating partnerships which will acquire, develop, rehabilitate, operate and own newly constructed, existing or rehabilitated low-income apartment complexes ("Operating Partnerships"). Effective as of June 1, 2001 there was a restructuring, and as a result, the Partnership's general partner was reorganized as follows. The general partner of the Partnership continues to be Boston Capital Associates II Limited Partnership, a Delaware limited partnership. The general partner of the general partner is BCA Associates Limited Partnership, a Massachusetts limited partnership, whose sole general partner is C&M Management, Inc., a Massachusetts corporation and whose limited partners are Herbert F. Collins and John P. Manning. Mr. Manning is the principal of Boston Capital Partners, Inc. The limited partner of the general partner is Capital Investment Holdings, a general partnership whose partners are certain officers and employees of Boston Capital Partners, Inc. and its affiliates. The assignor limited partner is BCTC II Assignor Corp., a Delaware corporation which is now wholly-owned by John P. Manning.

Pursuant to the Securities Act of 1933, the Partnership filed a Form S-11
Registration Statement with the Securities and Exchange Commission, effective
October 25, 1989, which covered the offering (the "Public Offering") of the
Partnership's beneficial assignee certificates ("BACs") representing
assignments of units of the beneficial interest of the limited partnership
interest of the assignor limited partner. The Partnership registered
20,000,000 BACs at $10 per BAC for sale to the public in six series. The
Partnership sold 1,036,100 of Series 7 BACs, 4,178,029 of Series 9 BACs,
2,428,925 of Series 10 BACs, 2,489,599 of Series 11 BACs, 2,972,795 of Series
12 BACs, and 5,574,290 of Series 14 BACs. As of September 30, 2012 1,036,100 BACs in Series 7, 4,176,329 BACs in Series 9, 2,423,225 BACs in Series 10, 2,489,599 BACs in Series 11, 2,971,795 BACs in Series 12, and 5,574,290 BACs in Series 14 are outstanding. The Partnership issued the last BACs in Series 14 on January 27, 1992. This concluded the Public Offering of the Partnership.

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements included herein as of September 30, 2012 and for the six months then ended have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. No BACs with respect to Series 8 and Series 13 were offered. The Partnership accounts for its investments in Operating Partnerships using the equity method, whereby the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2012

(Unaudited)

NOTE - B ACCOUNTING AND FINANCIAL REPORTING POLICIES - CONTINUED

Costs incurred by the Partnership in acquiring the investments in Operating Partnerships were capitalized to the investment account. The Partnership's accounting and financial reporting policies are in conformity with generally accepted accounting principles and include adjustments in interim periods considered necessary for a fair presentation of the results of operations. Such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Partnership's Annual Report on Form 10-K.

NOTE C - RELATED PARTY TRANSACTIONS

The Partnership has entered into several transactions with various affiliates of the general partner, including Boston Capital Holdings, L.P. and Boston Capital Asset Management Limited Partnership, or BCAMLP, as follows:

Accounts payable - affiliates at September 30, 2012 and 2011 represents
accrued general and administrative expenses, accrued partnership management fees, and advances from an affiliate of the general partner, which are payable to Boston Capital Holdings, L.P. and Boston Capital Asset Management Limited
Partnership.

An annual partnership management fee based on .5 percent of the aggregate
cost of all apartment complexes owned by the Operating Partnerships has been
accrued to Boston Capital Asset Management Limited Partnership. Since reporting fees collected by the series were added to reserves and not paid to Boston Capital Asset Management Limited Partnership, the amounts accrued are not net of reporting fees received.

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2012

(Unaudited)

NOTE C - RELATED PARTY TRANSACTIONS (continued)

The partnership management fee accrued for the quarters ended September 30, 2012 and 2011 are as follows:

 

      2012

      2011

Series 7

$         -

$      -

Series 9

     30,519

     46,788

Series 10

     23,094

     24,222

Series 11

     29,658

     29,658

Series 12

     31,910

     32,628

Series 14

     75,559

     87,075

 

 

 

$   190,740

$   220,371

The partnership management fee paid for the quarters ended September 30, 2012 and 2011 are as follows:

 

      2012

     2011

Series 7

$         -

$      -

Series 9

         368,125

      85,000

Series 10

         415,000

          -

Series 11

          50,000

     300,000

Series 12

          -

     300,000

Series 14

      52,625

       375,000

 

 

 

 

$   885,750

$ 1,060,000

The partnership management fee paid for the six months ended September 30, 2012 and 2011 are as follows:

 

      2012

      2011

Series 7

$         -

$      -

Series 9

         368,125

      85,000

Series 10

         415,000

          -

Series 11

          50,000

     300,000

Series 12

          -

     300,000

Series 14

      52,625

       375,000

 

 

 

 

$   885,750

$ 1,060,000

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS

At September 30, 2012 and 2011 the Partnership had limited partnership interests in 105 and 126 Operating Partnerships, respectively, which own apartment complexes. The number of Operating Partnerships in which the Partnership had limited partnership interests at September 30, 2012 and 2011 by series is as follows:

 

2012

2011

Series 7

-

-

Series 9

12

22

Series 10

15

16

Series 11

16

16

Series 12

22

23

Series 14

 40

 49

 

 

 

 

105

126

 

 

 

 

Under the terms of the Partnership's investment in each Operating Partnership, the Partnership is required to make capital contributions to the Operating Partnerships. These contributions are payable in installments over several years upon each Operating Partnership achieving specified levels of construction and/or operations.

The contributions payable at September 30, 2012 and 2011 by series are as
follows:

 

2012

2011

Series 7

$      -

$      -

Series 9

-

-

Series 10

-

-

Series 11

-

-

Series 12

9,241

9,241

Series 14

160,733

160,733

 

 

 

 

$169,974

$169,974

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS - Continued

During the six months ended September 30, 2012 the Partnership disposed of thirteen Operating Partnerships and received additional proceeds from one Operating Partnership disposed of in the prior year. A summary of the disposition by Series for September 30, 2012 is as follows:

 

Operating Partnership Interest Transferred

 

Sale of Underlying Operating Partnership

 

Partnership Proceeds from Disposition

 

Gain/(Loss) on Disposition

Series 7

-

 

-

 

$

-

 

$

-

Series 9

5

 

1

 

 

197,944

 

 

197,944

Series 10

-

 

-

 

 

-

 

 

-

Series 11

-

 

-

 

 

-

 

 

-

Series 12

1

 

-

 

 

17,292

 

 

17,292

Series 14

5

 

1

 

 

85,214

 

 

85,214

Total

11

 

2

 

$

300,450

 

$

300,450

During the six months ended September 30, 2011 the Partnership disposed of four Operating Partnerships and received additional proceeds from two Operating Partnerships disposed of in the prior year. A summary of the dispositions by Series for September 30, 2011 is as follows:

 

Operating Partnership Interest Transferred

 

Sale of Underlying Operating Partnership

 

Partnership Proceeds from Disposition

 

Gain/(Loss) on Disposition

Series 7

-

 

-

 

$

-

 

$

-

Series 9

2

 

-

 

 

140,000

 

 

140,000

Series 10

-

 

-

 

 

-

 

 

-

Series 11

-

 

-

 

 

54,381

 

 

54,381

Series 12

-

 

-

 

 

44,097

 

 

44,097

Series 14

1

 

1

 

 

397,317

 

 

397,317

Total

3

 

1

 

$

635,795

 

$

635,795

The gain (loss) described above is for financial statement purposes only. There are significant differences between the equity method of accounting and the tax reporting of income and losses from Operating Partnership investments. The largest difference is the ability, for tax purposes, to deduct losses in excess of the Partnership's investment in the Operating Partnership. As such, the amount of gain recognized for tax purposes may be significantly higher than the gain recorded in the financial statements.

The Partnership's fiscal year ends March 31 of each year, while all the Operating Partnerships' fiscal years are the calendar year. Pursuant to the provisions of each Operating Partnership agreement, financial results for each of the Operating Partnerships are provided to the Partnership within 45 days after the close of each Operating Partnership's quarterly period. Accordingly, the current financial results available for the Operating Partnerships are for the six months ended June 30, 2012.

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,

(Unaudited)

 

                2012

                2011

 

 

 

Revenues

 

 

 

Rental

$  10,472,321

$  10,503,663

 

Interest and other

     373,856

     262,881

 

  10,846,177

  10,766,544

 

 

 

Expenses

 

 

 

Interest

1,806,262

1,603,312

 

Depreciation and amortization

2,483,137

2,537,255

Operating expenses

  7,641,326

  7,813,466

 

  11,930,725

 11,954,033

 

 

 

NET LOSS

$ (1,084,548)

$(1,187,489)

 

 

 

 

Net loss allocated to Boston Capital
Tax Credit Fund II Limited 
Partnership*



$ (1,073,703)



$(1,175,614)

 

 

 

 

 

 

 

Net loss allocated to other partners

$    (10,845)

$   (11,875)

 

 

 

*Amounts include $1,073,703 and $1,175,614 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the Partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,

(Unaudited)

Series 7

 

                2012

                2011

 

 

 

Revenues

 

 

 

Rental

$          -

$          -

 

Interest and other

          -

          -

 

          -

          -

 

 

 

Expenses

 

 

 

Interest

-

-

 

Depreciation and amortization

-

-

Operating expenses

          -

          -

 

          -

          -

 

 

 

NET LOSS

$          -

$          -

 

 

 

 

Net loss allocated to Boston Capital
Tax Credit Fund II Limited
Partnership*



$          -



$          -

 

 

 

 

 

 

 

Net loss allocated to other partners

$          -

$          -

 

 

 

*Amounts include $0 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the Partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)

Series 9

 

                 2012

            2011

 

 

 

Revenues

 

 

 

Rental

$  1,474,694

$  1,119,363

 

Interest and other

    73,207

    32,037

 

  1,547,901

  1,151,400

 

 

 

Expenses

 

 

 

Interest

270,180

179,679

 

Depreciation and amortization

360,443

306,567

 

Operating expenses

  1,132,971

   955,372

 

  1,763,594

  1,441,618

 

 

 

NET LOSS

$  (215,693)

$  (290,218)

 

 

 

 

Net loss allocated to Boston Capital
Tax Credit Fund II Limited
Partnership*



$  (213,536)



$  (287,316)

 

 

 

 

 

 

 

Net loss allocated to other partners

$    (2,157)

$    (2,902)

 

 

 

*Amounts include $213,536 and $287,316 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the Partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)

Series 10

 

                 2012

            2011

 

 

 

Revenues

 

 

 

Rental

$  1,206,910

$  1,265,265

 

Interest and other

     17,362

     17,250

 

  1,224,272

  1,282,515

 

 

 

Expenses

 

 

 

Interest

168,569

184,352

 

Depreciation and amortization

284,101

298,070

 

Operating expenses

    939,589

   967,561

 

  1,392,259

 1,449,983

 

 

 

NET LOSS

$  (167,987)

$ (167,468)

 

 

 

 

Net loss allocated to Boston Capital
Tax Credit Fund II Limited
Partnership*



$  (166,307)



$ (165,793)

 

 

 

 

 

 

 

Net loss allocated to other partners

$    (1,680)

$   (1,675)

 

 

 

*Amounts include $166,307 and $165,793 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the Partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)

Series 11

 

                2012

            2011

 

 

 

Revenues

 

 

Rental

$    1,692,018

$  1,534,367

 

Interest and other

      67,891

     24,416

 

   1,759,909

  1,558,783

 

 

 

Expenses

 

 

 

Interest

287,263

192,321

 

Depreciation and amortization

430,015

395,888

 

Operating expenses

   1,198,269

  1,090,166

 

   1,915,547

  1,678,375

 

 

 

NET LOSS

$   (155,638)

$  (119,592)

 

 

 

 

Net loss allocated to Boston Capital
Tax Credit Fund II Limited
Partnership*



$   (154,082)



$  (118,396)

 

 

 

 

 

 

 

Net loss allocated to other partners

$     (1,556)

$    (1,196)

 

 

 

*Amounts include $154,082 and $118,396 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the Partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2012

(Unaudited)


NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)

Series 12

 

               2012

            2011

 

 

 

Revenues

 

 

 

Rental

$  1,786,959

$  1,790,313

 

Interest and other

     96,846

     94,413

 

  1,883,805

  1,884,726

 

 

 

Expenses

 

 

 

Interest

314,426

302,893

 

Depreciation and amortization

397,877

377,869

 

Operating expenses

  1,275,195

  1,298,269

 

  1,987,498

  1,979,031

 

 

 

NET LOSS

$  (103,693)

$   (94,305)

 

 

 

 

Net loss allocated to Boston Capital
Tax Credit Fund II Limited
Partnership*



$  (102,656)



$   (93,362)

 

 

 

 

 

 

 

Net loss allocated to other partners

$    (1,037)

$     (943)

 

 

 

*Amounts include $102,656 and $93,362 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the Partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)

Series 14

 

                2012

            2011

 

 

 

Revenues

 

 

 

Rental

$  4,311,740

$  4,794,355

 

Interest and other

    118,550

     94,765

 

  4,430,290

  4,889,120

 

 

 

Expenses

 

Interest

765,824

744,067

 

Depreciation and amortization

1,010,701

1,158,861

 

Operating expenses

  3,095,302

  3,502,098

 

  4,871,827

  5,405,026

 

 

 

NET LOSS

$  (441,537)

$ (515,906)

 

 

 

 

Net loss allocated to Boston Capital
Tax Credit Fund II Limited
Partnership*



$  (437,122)

 

$ (510,747)

 

 

 

 

 

 

 

Net loss allocated to other partners

$    (4,415)

$    (5,159)

 

 

 

*Amounts include $437,122 and $510,747 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the Partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2012
(Unaudited)

NOTE E - TAXABLE LOSS

The taxable loss for the calendar year ended December 31, 2012 is expected to differ from its loss for financial reporting purposes. This is primarily due to accounting differences in depreciation incurred by the Operating Partnerships and also differences between the equity method of accounting and the IRS accounting methods.

NOTE F - INCOME TAXES

The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership's federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure.

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2012
(Unaudited)

NOTE G - PLAN OF LIQUIDATION

On March 3, 2010, our General Partner recommended that the BAC holders approve a plan of liquidation and dissolution for the Partnership, or the "Plan." The Plan was approved by the BAC holders on July 1, 2010, and was adopted by the General Partner on July 1, 2010. Pursuant to the Plan, the General Partner is able to, without further action by the BAC holders:

    • liquidate the assets and wind up the business of the Partnership;
    • make liquidating distributions in cancellation of the BACs;
    • dissolve the Partnership after the sale of all of the Partnership's assets; and
    • take, or cause the Partnership to take, such other acts and deeds and shall do, or cause the Partnership to do, such other things, as are necessary or appropriate in connection with the dissolution, winding up and liquidation of the Partnership, the termination of the responsibilities and liabilities of the Partnership under applicable law, and the termination of the existence of the Partnership.

Since the approval of the Plan by the BAC holders, we have continued to seek to sell the assets of the Partnership and use the sale proceeds and/or other Partnership funds to pay all expenses in connection with such sales, pay or make provision for payment of all Partnership obligations and liabilities, including accrued fees, and unpaid loans to the General Partner, and distribute the remaining assets as set forth in the Partnership Agreement. We expect to complete the sale of the apartment complexes approximately three to five years after the BAC holders approval of the Plan, which was July 1, 2010. However, because of numerous uncertainties, the liquidation may take longer or shorter than expected, and the final liquidating distribution may occur months after all of the apartment complexes have been sold.

For additional information regarding the sale of Partnership assets, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report on Form 10-K.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 2. 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 1933, 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. "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2012. 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 Partnership's primary source of funds was the proceeds of its Public Offering. Other sources of liquidity include (i) interest earned on capital contributions unpaid for the six months ended September 30, 2012 or on working capital reserves and (ii) cash distributions from operations of the Operating Partnerships in which the Partnership has invested. These sources of liquidity, along with the Partnership's working capital reserve, are available to meet the obligations of the Partnership. The Partnership does not anticipate significant cash distributions from operations of the Operating Partnerships.

The Partnership has recognized other income for the six months ended September 30, 2012 and 2011 in the amount of $22,390 and $15,793. The balance represents distributions received from Operating Partnerships, which the Partnership normally records as a decrease in the Investment in Operating Partnerships. Due to the equity method of accounting, the Partnership has recorded these distributions as other income.

The Partnership is currently accruing the partnership management fee.  Partnership management fees accrued during the quarter ended September 30, 2012 were $190,740 and total partnership management fees accrued as of September 30, 2012 were $20,195,870. During the six months ended September 30, 2012, the Partnership paid $885,750 in accrued partnership management fees. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Partnership receives proceeds from sales of the Operating Partnerships, which will be used to satisfy these liabilities. The Partnership's working capital and sources of liquidity coupled with affiliated party liability accruals allow sufficient levels of liquidity to meet the third party obligations of the Partnership.  The Partnership is currently unaware of any trends that would create insufficient liquidity to meet future third party obligations of the Partnership.

As of September 30, 2012, an affiliate of the general partner of the Partnership advanced a total of $153,188, on behalf of Series 12, to pay some operating expenses of the Partnership, and to make advances and/or loans to Operating Partnerships. These advances are included in Accounts payable affiliates. During the quarter ended September 30, 2012 the Partnership did not receive any advances.

All payables to affiliates will be paid, without interest, from available cash flow or the proceeds of sales or refinancing of the Partnership's interests in Operating Partnerships. During the quarter ended September 30, 2012, no payments were made to an affiliate of the general partner.

Capital Resources

The Partnership offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on October 25, 1989. The Partnership received and accepted subscriptions for $186,337,017 representing 18,679,738 BACs from investors admitted as BAC holders in Series 7 through Series 14 of the Partnership.

As of September 30, 2012 the Partnership had $1,073,758 remaining in cash and cash equivalents. Below is a table, which provides, by series, the equity raised, number of BACs sold, final date BACs were offered, number of properties acquired, and cash and cash equivalents.

 

 

Series

 

Equity

BACs 

Sold

Final Close Date

Number of 

Properties

Cash and Cash Equivalents

7

$ 10,361,000

1,036,100

12/29/89

-

$        -

9

41,574,018

4,178,029

05/04/90

12

172,196

10

24,288,997

2,428,925

08/24/90

15

165,036

11

24,735,002

2,489,599

12/27/90

16

138,919

12

29,710,003

2,972,795

04/30/91

22

175,466

14

 55,728,997

 5,574,290

01/27/92

 40

   422,141

 

 

 

 

 

 

 

$186,398,017

18,679,738

 

105

$1,073,758

 

 

 

 

 

 

Reserve balances are remaining proceeds less outstanding capital contribution obligations, which have not been advanced or loaned to the Operating Partnerships. The reserve balances for Series 9,10,11,12 and 14 as of September 30, 2012 are $172,196, $165,036, $138,919, $166,225 and $261,408, respectively.

(Series 8) No BACs with respect to Series 8 were offered.

(Series 13) No BACs with respect to Series 13 were offered.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Results of Operations

As of September 30, 2012 and 2011 the Partnership held limited partnership interests in 105 and 126 Operating Partnerships, respectively. In each instance the apartment complex owned by the applicable Operating Partnership is eligible for the federal housing tax credit. Initial occupancy of a unit in each apartment complex which initially complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective apartment complexes are described more fully in the Prospectus or applicable report on Form 8-K. The general partner believes that there is adequate casualty insurance on the properties.

The Partnership incurs an annual partnership management fee to the general partner of the Partnership 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 various partnership management and reporting fees paid by the Operating Partnerships. The partnership management fees incurred and the reporting fees paid by the Operating Partnerships for the three and six months ended September 30, 2012 are as follows:

3 Months
Gross

Management Fee


3 Months
Reporting Fee

3 Months Management Fee

Net of Reporting Fee

Series 7

$       -

$       -

$       -

Series 9

30,519

25,017

5,502

Series 10

23,094

3,355

19,739

Series 11

29,658

2,530

27,128

Series 12

31,910

8,523

23,387

Series 14

  75,559

  30,268

  45,291

 

$ 190,740

$  69,693

$ 121,047

6 Months
Gross

Management Fee


6 Months
Reporting Fee

6 Months Management Fee

Net of Reporting Fee

Series 7

$    -

$      -

$    -

Series 9

64,435

26,434

38,001

Series 10

46,188

6,069

40,119

Series 11

59,316

6,786

52,530

Series 12

64,538

15,415

49,123

Series 14

 157,987

  48,296

 109,691

 

$ 392,464

$ 103,000

$ 289,464

The Partnership's investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested. The Partnership's investments in Operating Partnerships have been made principally with a view towards realization of federal housing tax credits for allocation to its partners and BAC holders.

 

(Series 7)

The series did not have any properties as of September 30, 2012 and 2011.

(Series 9)

As of September 30, 2012 and 2011, the average Qualified Occupancy for the series was 100%. The series had a total of 12 properties at September 30, 2012, all of which were at 100% Qualified Occupancy.

For the periods ended September 30, 2012 and 2011, Series 9 reflects loss from Operating Partnerships of $(215,693) and $(290,218), respectively, which includes depreciation and amortization of $360,443 and $306,567, respectively. This is an interim period estimate; it is not indicative of the final year end results.

On April 30, 2012, the operating general partner of Sunshine Apartments, A Limited Partnership sold the property to a non-affiliated entity. The sales price of the property was $1,237,864, which included the outstanding mortgage balance of approximately $925,000 and cash proceeds to the investment partnership of $171,000. Of the total proceeds received by the investment partnership, $15,000 will be paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $156,000 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expenses, has been recorded in the amount of $156,000 as of June 30, 2012.

Glenwood Hotel Investors (Glenwood Hotel) is a 36-unit single room occupancy development located in Porterville, CA. The property has historically operated with high occupancy. Through the third quarter of 2012, the property continued to maintain strong occupancy and as of September 30, 2012 occupancy was 90%. However, despite the continued strong occupancy, the property is operating below breakeven. To maintain a high occupancy level and to be competitive in the market, management is keeping rental rates low. The management company continues to market available units to the housing authority as well as performing various outreach efforts to attract qualified residents. The operating general partner continues to fund deficits as needed. The mortgage, insurance and payables are current. On December 31, 2005, the 15-year low income housing tax credit compliance period expired with respect to Glenwood Hotel Investors LP.

In April 2011, the investment general partner of Cotton Mill Associates transferred its interest to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,369,200 and cash proceeds to the investment partnership of $100,000. Of the total proceeds received, $15,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $85,000 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expenses, has been recorded in the amount of $85,000 as of June 30, 2011.

In April 2011, the investment general partner of Tappahannock Greens LP transferred its interest in to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,427,440 and cash proceeds to the investment partnership of $60,000. Of the total proceeds received, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $55,000 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a partner interest pledge agreement with the Operating Partnership for receipt of a residual payment. Under the terms of the partner interest pledge agreement, if the property owned by the Operating Partnership is sold, within 5 years from the initial transfer date, there would be a residual payment of up to $200,000 distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expenses, has been recorded in the amount of $55,000 as of June 30, 2011.

In October 2011, the investment general partner transferred its interest in Grand Princess Manor LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,412,614 and cash proceeds to the investment partnership of $70,000. Of the total proceeds received, $7,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $62,500 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, was recorded in the amount of $62,500 as of October 31, 2011.

In October 2011, the investment general partner transferred its interest in Grand Princess Villas LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,411,672 and cash proceeds to the investment partnership of $70,000. Of the total proceeds received, $7,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $62,500 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, was recorded in the amount of $62,500 as of October 31, 2011.

In December 2011, the investment general partner transferred its interest in Raitt Street Apartments, A CA LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $4,153,969 and delivery of a Promissory Note to the investment general partner in the amount of $5,900 maturing June 30, 2012. The maturity date of the Promissory Note has been extended to September 30, 2012. The note was paid on October 1, 2012. The amounts payable under the note will be paid to BCAMLP as reimbursement expenses related to the transfer, which include third party legal costs. No proceeds were returned to cash reserves held by Series 9. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, no gain on the sale of the Operating Partnership has been recorded.

In December 2011, the investment general partner of Boston Capital Tax Credit Fund I LP - Series 4 and Series 9 transferred their respective interests in Meadowcrest LDHA LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $2,446,544 and cash proceeds to the investment partnerships of $64,760 to Series 4 and $70,240 to Series 9. Of the total proceeds received, $45,572 and $49,428 from Series 4 and Series 9, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,195 and $7,804 from Series 4 and Series 9, respectively, was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $11,993 and $13,008 for Series 4 and Series 9 respectively, will be returned to cash reserves. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership was recorded of $11,993 and $13,008 from Series 4 and Series 9, respectively, as of December 31, 2011.

In July 2012, the investment general partner transferred its interest in Big Lake Seniors Apartments to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $520,555 and cash proceeds to the investment partnership of $9,000. Of the total proceeds received, $2,625 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $6,375 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within 15 years from the initial transfer date, there would be a residual payment distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. The investment general partner on behalf of the investment partnership, also executed a Transfer and Assignment of Mineral Rights preserving the investment partnership's right to any potential proceeds that may be distributed from production of minerals at the property. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership has been recorded in the amount of $6,375 as of September 30, 2012.

In July 2012, the investment general partner transferred its interest in Blanco Seniors Apartments to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $487,964 and cash proceeds to the investment partnership of $9,000. Of the total proceeds received, $2,625 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $6,375 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within 15 years from the initial transfer date, there would be a residual payment distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. The investment general partner on behalf of the investment partnership, also executed a Transfer and Assignment of Mineral Rights preserving the investment partnership's right to any potential proceeds that may be distributed from production of minerals at the property. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership has been recorded in the amount of $6,375 as of September 30, 2012.

In July 2012, the investment general partner transferred its interest in Pleasanton, Limited to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $574,131 and cash proceeds to the investment partnership of $9,000. Of the total proceeds received, $2,625 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $6,375 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within 15 years from the initial transfer date, there would be a residual payment distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. The investment general partner on behalf of the investment partnership, also executed a Transfer and Assignment of Mineral Rights preserving the investment partnership's right to any potential proceeds that may be distributed from production of minerals at the property. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership has been recorded in the amount of $6,375 as of September 30, 2012.

 

South Paris Heights Associates Limited Partnership (Hill Street Commons I) is a 25-unit, one-building apartment complex for elderly residents located in South Paris, Maine. The property was 100% occupied as of September 30, 2012, but operated below breakeven through the third quarter due to high maintenance and utility expenses. The investment general partner suggested to management that they place limits on the thermostat controls in the individual units to reduce heating costs. In addition, management has renegotiated maintenance contracts and cut back on landscaping costs, which has reduced maintenance expenses. To offset the high utility cost, management plans to submit a 2013 rent increase request to USDA-Rural Development in the fourth quarter. Should the rent increase be approved, the investment general partner anticipates that the property will operate above breakeven. On December 31, 2007, the 15-year low income housing tax credit compliance period expired with respect to South Paris Heights. The investment general partner is in the process of exploring various disposition opportunities consistent with the investment objectives of the investment partnership.

In September 2012, the investment general partner transferred its interest in Le Grand Enterprises to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,611,385 and cash proceeds to the investment partnership of $25,000. Of the total proceeds received, $563 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $3,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $20,937 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within ten years from the initial transfer date, there would be a residual payment distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership has been recorded in the amount of $20,937 as of September 30, 2012.

In September 2012, the investment general partner transferred its interest in Fawn River Apartment Company LDHA to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $3,470,597 and cash proceeds to the investment partnership of $25,000. Of the total proceeds received, $19,618 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $3,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $1,882 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within ten years from the initial transfer date, there would be a residual payment distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership has been recorded in the amount of $1,882 as of September 30, 2012.

(Series 10)

As of September 30, 2012 and 2011, the average Qualified Occupancy for the series was 100%. The series had a total of 15 properties at September 30, 2012, all of which were at 100% Qualified Occupancy.

For the periods ended September 30, 2012 and 2011, Series 10 reflects net loss from Operating Partnerships of $(167,987) and $(167,468), respectively, which includes depreciation and amortization of $284,101 and $298,070, respectively. This is an interim period estimate; it is not indicative of the final year end results.

Meadowbrook Properties II LP (Meadowbrook Lane Apartments) is a 50-unit property located in Americus, GA. The property has operated below breakeven for several years with occupancy averaging below 90%. Through the third quarter of 2012, occupancy is 93%, but the property continues to operate below breakeven. Due to the age of the property, maintenance expenses remain very high in order to maintain its physical condition. Deficits are being funded by accruing the related party management fee. On December 31, 2004, the 15-year low income housing tax credit compliance period expired with respect to Meadowbrook Properties II, LP.

In January 2012, the operating general partner of Washington Heights IV entered into an agreement to sell the property a non-affiliated entity and the transaction closed on February 10, 2012. The sales price of the property was $1,250,000, which included the outstanding mortgage balance of approximately $715,546 and cash proceeds to the investment partnership of $344,418. Of the total proceeds received by the investment partnership, $1,250 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $5,000 will be paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $338,168 were returned to cash reserves held by Series 10. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. The sale proceeds were received in April 2012; so a receivable in the amount of $338,168 was recorded as of March 31, 2012. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $338,168 as of March 31, 2012.

(Series 11)

As of September 30, 2012 and 2011 the average Qualified Occupancy for the series was 100%. The series had a total of 16 properties at September 30, 2012, all of which were at 100% Qualified Occupancy.

For the periods ended September 30, 2012 and 2011, Series 11 reflects net loss from Operating Partnerships of $(155,638) and $(119,592), respectively, which includes depreciation and amortization of $430,015 and $395,888, respectively. This is an interim period estimate; it is not indicative of the final year end results.

In February 2010, the operating general partner of Crestwood RRH, Limited approved an agreement to sell the property to an unrelated third party and the transaction closed on July 28, 2010. The sales price for the property was $5,074,719, which includes the outstanding mortgage balance of approximately $2,682,530 and cash proceeds to the investment partnership of $1,372,271. Of the total proceeds received, $95,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $85,617 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $1,191,654 were returned to cash reserves held by Series 11. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expenses, has been recorded in the amount of $1,191,654 as of September 30, 2010. In May 2011, the investment partnership received additional proceeds for its share of the Operating Partnership's cash in the amount of $54,381 which were returned to the cash reserves held by Series 11.

South Fork Heights, LTD (South Fork Heights Apartments) is a 48-unit family property in South Fork, CO and is financed by Rural Development. The original operating general partner was replaced in January 2011 at the request of Rural Development. The property is in poor physical condition. The new operating general partner advanced funds for new carpet, vinyl and paint in the units. Average occupancy was 89% during 2011, and is 86% through the third quarter of 2012. Elevated maintenance expenses and the low occupancy in the first half of 2011 contributed to below breakeven operations for the year. Through the third quarter of 2012 operations continue to be below breakeven. Rural Development approved the property to receive a Multi-Family Housing Preservation and Revitalization Restructuring Program (MPR) Loan in 2008, but would not lend the funds while the previous operating general partner was still involved in the project. The new operating general partner received a commitment from Rural Development for the MPR Loan; however, the loan amount was insufficient to complete the needed property improvements. The operating general partner feels it has exhausted all potential options for financing and has been unsuccessful in securing additional funds. Consequently, the operating general partner is requesting that its interest be transferred to a nonprofit entity that will have access to different funding sources. The transfer is currently being reviewed and due diligence is being performed on the nonprofit entity. On December 31, 2005, the 15-year low income housing tax credit compliance period expired with respect to South Fork Heights, LTD.

(Series 12)

As of September 30, 2012 and 2011 the average Qualified Occupancy for the series was 100%. The series had a total of 22 properties at September 30, 2012, all of which were at 100% Qualified Occupancy.

For the periods ended September 30, 2012 and 2011, Series 12 reflects net loss from Operating Partnerships of $(103,693) and $(94,305), respectively, which includes depreciation and amortization of $397,877 and $377,869, respectively. This is an interim period estimate; it is not indicative of the final year end results.

Prairie West Apartments III LP (Prairie West Apartments) is a 24-unit property in West Fargo, North Dakota. In 2010 and 2011, average occupancy was 92%, and the property operated below breakeven due to high maintenance costs and bad debt. Through the third quarter of 2012, occupancy has increased to 95%, but operations remain below breakeven due to high operating expenses. The operating general partner continues to fund all operating deficits as operations are supported by an unlimited guarantee. In late 2009 the property was refinanced with the money generated being used to update curb appeal. The mortgage, property taxes, and insurance are current. On December 31, 2005, the 15-year low income housing tax credit compliance period expired with respect to Prairie West Apartments III LP.

Briarwick Apartments Limited, A KY Limited Partnership (Briarwick Apartments) is a 40-unit family property located in Nicholasville, KY. The property has operated below breakeven for the past several years due to low occupancy and high operating expenses. Occupancy has been a challenge due to the property's advanced age and new market competitors. The age of the property is the main factor in high operating expenses. Rural Development approved a workout plan in the third quarter of 2011 to stabilize the property and replenish the replacement reserve account in approximately three years. The two main components of the workout plan are rental rate increases and increasing the monthly replacement reserve deposit. In 2011, occupancy averaged 91%. Management implemented a rent increase of $30 per unit which took effect on October 1, 2011. In 2012, occupancy is averaging 89% with operations slightly below breakeven. Management has informed the investment general partner of a 5-year capital improvement schedule beginning in 2012. The schedule involves spending an average of $9,340 annually on improvements. The property performed above breakeven each month of the first quarter of 2012 but operations fell below breakeven in subsequent months. The mortgage, real estate tax and insurance payments are current. The operating general partner's obligation to fund deficits is limited to $50,840 per year. The operating general partner continues to advance funds as needed and accrue its affiliated property management fee. On December 31, 2005, the 15-year low income housing tax credit compliance period expired.

BB&L Enterprises (Uptown Apartments) is a 16-unit elderly property in Salyersville, Kentucky. In 2010 the property performed below breakeven due to low occupancy and high operating expenses. In 2011 the average physical occupancy was 94%. In 2012, average occupancy has increased to 96% with above breakeven operations. Occupancy has been 100% since April 2012. However, maintenance and property insurance expenses are high due to the age of the property. On December 31, 2005 the 15-year low income housing tax credit compliance period expired.

In January 2009, the investment general partner of RPI LP #22 approved an agreement to sell the property and the transaction closed on November 4, 2010. The sales price for the property is $1,250,000, which included the outstanding mortgage balance of approximately $538,667 and cash proceeds to the investment limited partners of $345,607. Of the total proceeds received by the investment partnership, $1,500 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $329,107 were returned to cash reserves held by Series 12. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expenses, was recorded in the amount of $329,107 as of December 31, 2010. As of June 2011, the investment partnership received additional proceeds for its share of the Operating Partnership's cash in the amount of $44,097 which were returned to the cash reserves held by Series 12.

In September 2012, the investment general partner transferred its interest in Earlimart Enterprises, A CA LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,262,975 and cash proceeds to the investment partnership of $25,000. Of the total proceeds received, $4,208 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $3,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $17,292 were returned to cash reserves held by Series 12. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within ten years from the initial transfer date, there would be a residual payment distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expenses, was recorded in the amount of $17,292 as of September 30, 2012.

(Series 14)

As of September 30, 2012 and 2011 the average Qualified Occupancy for the series was 100%. The series had a total of 40 properties at September 30, 2012, all of which were at 100% Qualified Occupancy.

For the periods ended September 30, 2012 and 2011, Series 14 reflects net loss from Operating Partnerships of $(441,537) and $(515,906), respectively, which includes depreciation and amortization of $1,010,701 and $1,158,861, respectively. This is an interim period estimate; it is not indicative of the final year end results.

In July 2012, the investment general partner transferred its interest in Cottonwood Apartments II, A LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $784,477 and cash proceeds to the investment partnership of $9,000. Of the total proceeds received, $2,625 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $6,375 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within 15 years from the initial transfer date, there would be a residual payment distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. The investment general partner on behalf of the investment partnership, also executed a Transfer and Assignment of Mineral Rights preserving the investment partnership's right to any potential proceeds that may be distributed from production of minerals at the property. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expenses, was recorded in the amount of $6,375 as of September 30, 2012.

 

Maysville Village Apartments Limited (Maysville Village Apartments) is an 8-unit property located in Maysville, OK. In 2010, a decrease in occupancy and an increase in operating expenses caused operations to fall below breakeven. The increased operating costs were caused by a surge in maintenance expenses. The expenses covered some capital items, but they were not reimbursed from the replacement reserve account due to Rural Development restrictions. In addition, Rural Development required the property to outsource all maintenance work at a higher cost instead of using the affiliated management company. In 2011, occupancy averaged 91% and operations remained below breakeven due to high overall operating costs. The property is operating slightly below breakeven through the third quarter of 2012. Occupancy has remained strong at 100% as of September 30, 2012, but operations have suffered due to continued high maintenance costs. Increasing contractor costs have been the main cause of the high maintenance expenses and they will likely continue because of the outsourced maintenance work. The operating general partner continues to fund all deficits. The mortgage, taxes, and insurance payments are all current. On December 31, 2007, the 15-year low income housing tax credit compliance period expired with respect to Maysville Village Apartment Limited.

In March 2011, the operating general partner of Scott Partners entered into an agreement to sell the property to an entity affiliated with the operating general partner and the transaction closed on May 2, 2011. The sales price of the property was $1,505,000, which included the outstanding mortgage balance of approximately $1,031,412 and cash proceeds to the investment partnership of $389,317. Of the total proceeds received by the investment partnership, $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $374,317 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expenses, was recorded in the amount of $374,317 as of June 30, 2011. In July 2012, the investment partnership received additional proceeds for its share of the Operating Partnership's cash in the amount of $10,500 which were returned to the cash reserves held by Series 14.

In June 2011, the investment general partner transferred its interest in Rosewood Manor, Limited to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,377,213 and cash proceeds to the investment partnership of $28,000. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $23,000 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within 5 years from the initial transfer date, there would be a residual payment of up to $75,000 distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expenses, was recorded in the amount of $23,000 as of June 30, 2011.

In October 2011, the investment general partner transferred its interest in Carriage Run, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,198,764 and cash proceeds to the investment partnership of $128,000. Of the total proceeds received, $8,435 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $114,565 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, was recorded in the amount of $114,565 as of December 31, 2011.

In October 2011, the investment general partner transferred its interest in Jarratt LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $779,205 and cash proceeds to the investment partnership of $76,800. Of the total proceeds received, $13,507 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $58,293 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, was recorded in the amount of $58,293 as of December 31, 2011.

In December 2011, the investment general partner transferred its interest in La Gema Del Barrio to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $500,071 and delivery of a Promissory Note to the investment general partner in the amount of $5,900 maturing June 30, 2012. The maturity date of the Promissory Note has been extended to September 30, 2012. The note was paid on October 1, 2012. The amounts payable under the note will be paid to BCAMLP as reimbursement expenses related to the transfer, which include third party legal costs. No proceeds were returned to cash reserves held by Series 14. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, no gain on the sale of the Operating Partnership has been recorded.

In July 2012, the investment general partner transferred its interest in Colorado City Seniors to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $513,991 and cash proceeds to the investment partnership of $9,000. Of the total proceeds received, $2,625 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $6,375 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within 15 years from the initial transfer date, there would be a residual payment distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. The investment general partner on behalf of the investment partnership, also executed a Transfer and Assignment of Mineral Rights preserving the investment partnership's right to any potential proceeds that may be distributed from production of minerals at the property. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, was recorded in the amount of $6,375 as of September 30, 2012.

In July 2012, the investment general partner transferred its interest in Hughes Springs Seniors Apartments to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $746,096 and cash proceeds to the investment partnership of $9,000. Of the total proceeds received, $2,625 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $6,375 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within 15 years from the initial transfer date, there would be a residual payment distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. The investment general partner on behalf of the investment partnership, also executed a Transfer and Assignment of Mineral Rights preserving the investment partnership's right to any potential proceeds that may be distributed from production of minerals at the property. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, was recorded in the amount of $6,375 as of September 30, 2012.

In September 2012, the investment general partner transferred its interest in Central Valley Investment Group II to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,704,343 and cash proceeds to the investment partnership of $25,000. Of the total proceeds received, $1,125 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $3,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $20,375 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within ten years from the initial transfer date, there would be a residual payment distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, was recorded in the amount of $20,375 as of September 30, 2012.

In September 2012, the investment general partner transferred its interest in Lake Isabella Enterprises, a California Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,877,844 and cash proceeds to the investment partnership of $25,000. Of the total proceeds received, $2,973 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $3,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $18,527 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within ten years from the initial transfer date, there would be a residual payment distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, was recorded in the amount of $18,527 as of September 30, 2012.

In September 2012, the investment general partner transferred its interest in Nevada City Investment Group, A California Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $3,334,807 and cash proceeds to the investment partnership of $25,000. Of the total proceeds received, $4,813 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $3,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $16,687 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the RRN) with the Operating Partnership for receipt of a residual payment. Under the terms of the RRN, if there is a capital transaction involving the property owned by the Operating Partnership at any time within ten years from the initial transfer date, there would be a residual payment distributable to the investment partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, was recorded in the amount of $16,687 as of September 30, 2012.

Other Matters

The investment general partner has done a complete review of all properties located within federally declared disaster areas as a result of Hurricane Sandy.  While some properties sustained minor damage, there were no properties that were severely impacted by the storm. The investment general partner believes that none of the damage will have a material impact on property operations or the delivery of any remaining tax credits.

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 (GAAP), which require the Partnership to make various estimates and assumptions. 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 the Partnership's financial condition and results of operations. The Partnership believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.

The Partnership is required to assess potential impairments to its long-lived assets, which are primarily investments in limited partnerships. The Partnership accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Partnership does not control the operations of the Operating 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 Partnership's investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future Low-Income Housing Credits allocable to the Partnership and the estimated residual value to the Partnership, the Partnership reduces its investment in the Operating Partnership.

In accordance with the accounting guidance for the consolidation of variable interest entities, the Partnership determines when it 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. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors.  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 has (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.

Based on this guidance, the Operating Partnerships in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations.  However, management does not consolidate the Partnership's interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities.  The Partnership currently records the amount of its investment in these partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership's balance in investment in Operating Partnerships represents its maximum exposure to loss.  The Partnership's exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the general partners and their guarantee against credit recapture to the investors of the Partnership.

Recent Accounting Changes

In May 2011, the Financial Accounting Standards Board ("FASB") issued an update to existing guidance related to fair value measurements on how to measure fair value and what disclosures to provide about fair value measurements. For fair value measurements categorized as level 3, a reporting entity should disclose quantitative information of the unobservable inputs and assumptions, a description of the valuation processes and narrative description of the sensitivity of the fair value to changes in unobservable inputs. This update is effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not materially affect the Partnership's condensed financial statements.

 

Item 3

Quantitative and Qualitative Disclosure About Market Risk

 

 

 

Not Applicable

Item 4

Controls & Procedures

 

 

 

 

(a)

Evaluation of Disclosure Controls and Procedures

 

 

As of the end of the period covered by this report, the Partnership's general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of C&M Management Inc., carried out an evaluation of the effectiveness of the Partnership's "disclosure controls and procedures" as defined under the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15 with respect to each series individually, as well as the Partnership as a whole. Based on that evaluation, the Partnership's Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Partnership's disclosure controls and procedures with respect to each series individually, as well as the Partnership as a whole, were effective to ensure that information relating to any series or the Partnership as a whole required to be disclosed by it in the reports that it files or submits under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to the Partnership's management, including the Partnership's Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

 

 

 

(b)

Changes in Internal Controls

 

 

There were no changes in the Partnership's internal control over financial reporting that occurred during the quarter ended September 30, 2012 that materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting.

 

 

 

 

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

 

 

 

None

 

 

Item 1A.

Risk Factors

 

 

 

There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in our Form 10-K for the fiscal year ended March 31, 2012.

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

None

 

 

Item 3.

Defaults upon Senior Securities

 

 

 

None

 

 

Item 4.

Mine Safety Disclosures

 

 

 

Not Applicable

 

 

Item 5.

Other Information

 

 

 

None

 

 

Item 6.

Exhibits 

 

 

 

(a)Exhibits

 

 

 

 

31.a Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein

 

 

 

 

31.b Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein

 

 

 

 

32.a Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein

 

 

 

 

 

32.b Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein

 

 

 

 

101. The following materials from the Boston Capital Tax Credit Fund II L.P. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Changes in Partners' Capital (Deficit), (iv) the Condensed Statements of Cash Flows and (v) related notes, furnished herewith

 

 

SIGNATURES


Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Partnership has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

 

 

 

 

By:

Boston Capital Associates II Limited
Partnership, General Partner

 

 

 

 

 

By:

BCA Associates Limited Partnership,
General Partner

 

 

 

 

 

By:

C&M Management, Inc.,
General Partner

 

 

 

 

Date: November 14, 2012

/s/ John P. Manning

 

John P. Manning

 

 

 





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 Partnership and in the capacities and on the dates
indicated:

DATE:

SIGNATURE:

TITLE:

November 14, 2012

/s/ John P. Manning
John P. Manning

Director, President
(Principal Executive
Officer), C&M Management
Inc.; Director, President
(Principal Executive
Officer) BCTC II Assignor Corp.



DATE:

SIGNATURE:

TITLE:

November 14, 2012

/s/ Marc N. Teal
Marc N. Teal

Chief Financial Officer
(Principal Financial and
Accounting Officer), C&M Management Inc; Chief
Financial Officer (Principal
Financial and Accounting
Officer) BCTC II Assignor Corp.