UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2023

☐ 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 333-109898

BF GARDEN TAX CREDIT FUND V L.P.

(Exact name of registrant as specified in its charter)

Delaware	14-1897569
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

101 Arch Street, 13^th Floor Boston, Massachusetts 02110

(Address of principal executive offices) (Zip Code)

(888) 773-1487

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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 ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒

No ☐

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

Large accelerated filer ☐	Accelerated Filer ☐
Non-accelerated filer ☒	Smaller Reporting Company ☒
	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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


Yes ☐	No ☒

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BF Garden Tax Credit Fund V L.P.

CONDENSED BALANCE SHEETS

(Unaudited)


	June 30,		March 31,
	2023		2023
ASSETS

INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)	$	—	$	—

OTHER ASSETS

Cash and cash equivalents		2,086,447		2,091,961
Other assets		165		247
	$	2,086,612	$	2,092,208

LIABILITIES

Accounts payable affiliates (Note C)	$	27,270	$	13,635

PARTNERS’ CAPITAL (DEFICIT)

Assignees
Units of limited partnership interest, $10 stated value per BAC; 15,500,000 authorized BACs; 11,777,706 issued and 11,725,306 outstanding as of June 30, 2023 and March 31, 2023.		1,156,216		1,175,399
General Partner		903,126		903,174
		2,059,342		2,078,573
	$	2,086,612	$	2,092,208

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED BALANCE SHEETS

(Unaudited)

Series 47


	June 30,		March 31,
	2023		2023
ASSETS
INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)	$	—	$	—

OTHER ASSETS
Cash and cash equivalents		—		—
Other assets		—		—
	$	—	$	—

LIABILITIES

Accounts payable affiliates (Note C)	$	—	$	—

PARTNERS’ CAPITAL (DEFICIT)

Assignees
Units of limited partnership interest, $10 stated value per BAC; 15,500,000 authorized BACs; 3,478,334 issued and 3,459,434 outstanding as of June 30, 2023 and March 31, 2023.		(152,220)		(152,220)
General Partner		152,220		152,220
		—		—
	$	—	$	—

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED BALANCE SHEETS

(Unaudited)

Series 48


	June 30,		March 31,
	2023		2023
ASSETS
INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)	$	—	$	—

OTHER ASSETS
Cash and cash equivalents		—		—
Other assets		—		—
	$	—	$	—

LIABILITIES

Accounts payable affiliates (Note C)	$	—	$	—

PARTNERS’ CAPITAL (DEFICIT)

Assignees
Units of limited partnership interest, $10 stated value per BAC; 15,500,000 authorized BACs; 2,299,372 issued and 2,283,872 outstanding as of June 30, 2023 and March 31, 2023.		(879,491)		(879,491)
General Partner		879,491		879,491
		—		—
	$	—	$	—

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED BALANCE SHEETS

(Unaudited)

Series 49


	June 30,		March 31,
	2023		2023
ASSETS
INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)	$	—	$	—

OTHER ASSETS
Cash and cash equivalents		2,086,447		2,091,961
Other assets		165		247
	$	2,086,612	$	2,092,208

LIABILITIES

Accounts payable affiliates (Note C)	$	27,270	$	13,635

PARTNERS’ CAPITAL (DEFICIT)

Assignees
Units of limited partnership interest, $10 stated value per BAC; 15,500,000 authorized BACs; 6,000,000 issued and 5,982,000 outstanding as of June 30, 2023 and March 31, 2023.		2,187,927		2,207,110
General Partner		(128,585)		(128,537)
		2,059,342		2,078,573
	$	2,086,612	$	2,092,208

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)


	2023		2022
Income
Interest income	$	11,678	$	298
Other income		—		7,887
		11,678		8,185

Gain on sale of operating limited partnerships		—		78,374

Expenses
Professional fees		1,034		3,078
Fund management fee, net (Note C)		13,635		49,892
General and administrative expenses		16,240		104,659
		30,909		157,629

NET INCOME (LOSS)	$	(19,231)	$	(71,070)

Net income (loss) allocated to assignees	$	(19,183)	$	(70,892)

Net income (loss) allocated to general partner	$	(48)	$	(178)

Net income (loss) per BAC	$	(.00)	$	(.01)

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 47


	2023		2022

Income
Interest income	$	—	$	—
Other income		—		—
		—		—

Gain on sale of operating limited partnerships		—		—

Expenses
Professional fees		—		1,026
Fund management fee, net (Note C)		—		—
General and administrative expenses		—		79,266
		—		80,292

NET INCOME (LOSS)	$	—	$	(80,292)

Net income (loss) allocated to assignees	$	—	$	(80,091)

Net income (loss) allocated to general partner	$	—	$	(201)

Net income (loss) per BAC	$	—	$	(.02)

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 48


	2023		2022

Income
Interest income	$	—	$	48
Other income		—		—
		—		48

Gain on sale of operating limited partnerships		—		—

Expenses
Professional fees		—		1,026
Fund management fee, net (Note C)		—		2,946
General and administrative expenses		—		7,434
		—		11,406

NET INCOME (LOSS)	$	—	$	(11,358)

Net income (loss) allocated to assignees	$	—	$	(11,330)

Net income (loss) allocated to general partner	$	—	$	(28)

Net income (loss) per BAC	$	—	$	(.00)

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 49


	2023		2022

Income
Interest income	$	11,678	$	250
Other income		—		7,887
		11,678		8,137

Gain on sale of operating limited partnerships		—		78,374

Expenses
Professional fees		1,034		1,026
Fund management fee, net (Note C)		13,635		46,946
General and administrative expenses		16,240		17,959
		30,909		65,931

NET INCOME (LOSS)	$	(19,231)	$	20,580

Net income (loss) allocated to assignees	$	(19,183)	$	20,529

Net income (loss) allocated to general partner	$	(48)	$	51

Net income (loss) per BAC	$	(.00)	$	.00

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)

Three Months Ended June 30, 2023 and 2022

(Unaudited)


			General
	Assignees		partner		Total
Partners’ capital (deficit) April 1, 2023	$	1,175,399	$	903,174	$	2,078,573

Net income (loss)		(19,183)		(48)		(19,231)

Partners’ capital (deficit), June 30, 2023	$	1,156,216	$	903,126	$	2,059,342


			General
	Assignees		partner		Total
Partners’ capital (deficit) April 1, 2022	$	157,291	$	(261,465)	$	(104,174)

Contribution		—		229,502		229,502

Net income (loss)		(70,892)		(178)		(71,070)

Partners’ capital (deficit), June 30, 2022	$	86,399	$	(32,141)	$	54,258

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)

Three Months Ended June 30, 2023 and 2022

(Unaudited)

Series 47


			General
	Assignees		partner		Total

Partners’ capital (deficit) April 1, 2023	$	(152,220)	$	152,220	$	—

Net income (loss)		—		—		—

Partners’ capital (deficit), June 30, 2023	$	(152,220)	$	152,220	$	—


			General
	Assignees		partner		Total

Partners’ capital (deficit) April 1, 2022	$	(72,129)	$	(77,081)	$	(149,210)

Contribution		—		229,502		229,502

Net income (loss)		(80,091)		(201)		(80,292)

Partners’ capital (deficit), June 30, 2022	$	(152,220)	$	152,220	$	—

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)

Three Months Ended June 30, 2023 and 2022

(Unaudited)

Series 48


			General
	Assignees		partner		Total

Partners’ capital (deficit) April 1, 2023	$	(879,491)	$	879,491	$	—

Net income (loss)		—		—		—

Partners’ capital (deficit), June 30, 2023	$	(879,491)	$	879,491	$	—


			General
	Assignees		partner		Total

Partners’ capital (deficit) April 1, 2022	$	(809,772)	$	(52,920)	$	(862,692)

Contribution		—		—		—

Net income (loss)		(11,330)		(28)		(11,358)

Partners’ capital (deficit), June 30, 2022	$	(821,102)	$	(52,948)	$	(874,050)

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)

Three Months Ended June 30, 2023 and 2022

(Unaudited)

Series 49


			General
	Assignees		partner		Total

Partners’ capital (deficit) April 1, 2023	$	2,207,110	$	(128,537)	$	2,078,573

Net income (loss)		(19,183)		(48)		(19,231)

Partners’ capital (deficit), June 30, 2023	$	2,187,927	$	(128,585)	$	2,059,342


			General
	Assignees		partner		Total

Partners’ capital (deficit) April 1, 2022	$	1,039,192	$	(131,464)	$	907,728

Contribution		—		—		—

Net income (loss)		20,529		51		20,580

Partners’ capital (deficit), June 30, 2022	$	1,059,721	$	(131,413)	$	928,308

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)


	2023		2022
Cash flows from operating activities:

Net income (loss)	$	(19,231)	$	(71,070)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Gain on sale of operating limited partnerships		—		(78,374)
Changes in assets and liabilities
(Increase) Decrease in other assets		82		(619)
Increase (Decrease) in accounts payable affiliates		13,635		(204,890)

Net cash used in operating activities		(5,514)		(354,953)

Cash flows from investing activities:

Proceeds from the disposition of Operating Partnerships		—		78,374

Net cash provided by investing activities		—		78,374

DECREASE IN CASH AND CASH EQUIVALENTS		(5,514)		(276,579)

Cash and cash equivalents, beginning		2,091,961		1,387,978

Cash and cash equivalents, ending	$	2,086,447	$	1,111,399

Supplemental schedule of noncash investing and financing activities

The general partner’s equity balance was increased and accounts payable affiliates was reduced as a result of forgiveness of debt with an affiliate of the general partner.	$	—	$	229,502

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)

Series 47


	2023		2022
Cash flows from operating activities:

Net income (loss)	$	—	$	(80,292)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Gain on sale of operating limited partnerships		—		—
Changes in assets and liabilities
(Increase) Decrease in other assets		—		—
Increase (Decrease) in accounts payable affiliates		—		(181,083)

Net cash used in operating activities		—		(261,375)

Cash flows from investing activities:

Proceeds from the disposition of Operating Partnerships		—		—

Net cash provided by investing activities		—		—

DECREASE IN CASH AND CASH EQUIVALENTS		—		(261,375)

Cash and cash equivalents, beginning		—		261,375

Cash and cash equivalents, ending	$	—	$	—

Supplemental schedule of noncash investing and financing activities

The general partner’s equity balance was increased and accounts payable affiliates was reduced as a result of forgiveness of debt with an affiliate of the general partner.	$	—	$	229,502

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)

Series 48


	2023		2022
Cash flows from operating activities:

Net income (loss)	$	—	$	(11,358)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Gain on sale of operating limited partnerships		—		—
Changes in assets and liabilities
(Increase) Decrease in other assets		—		(56)
Increase (Decrease) in accounts payable affiliates		—		2,946

Net cash used in operating activities		—		(8,468)

Cash flows from investing activities:

Proceeds from the disposition of Operating Partnerships		—		—

Net cash provided by investing activities		—		—

DECREASE IN CASH AND CASH EQUIVALENTS		—		(8,468)

Cash and cash equivalents, beginning		—		189,592

Cash and cash equivalents, ending	$	—	$	181,124

Supplemental schedule of noncash investing and financing activities

The general partner’s equity balance was increased and accounts payable affiliates was reduced as a result of forgiveness of debt with an affiliate of the general partner.	$	—	$	—

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)

Series 49


	2023		2022
Cash flows from operating activities:

Net income (loss)	$	(19,231)	$	20,580
Adjustments to reconcile net income (loss) to net cash used in operating activities
Gain on sale of operating limited partnerships		—		(78,374)
Changes in assets and liabilities
(Increase) Decrease in other assets		82		(563)
Increase (Decrease) in accounts payable affiliates		13,635		(26,753)

Net cash used in operating activities		(5,514)		(85,110)

Cash flows from investing activities:

Proceeds from the disposition of Operating Partnerships		—		78,374

Net cash provided by investing activities		—		78,374

DECREASE IN CASH AND CASH EQUIVALENTS		(5,514)		(6,736)

Cash and cash equivalents, beginning		2,091,961		937,011

Cash and cash equivalents, ending	$	2,086,447	$	930,275

Supplemental schedule of noncash investing and financing activities

The general partner’s equity balance was increased and accounts payable affiliates was reduced as a result of forgiveness of debt with an affiliate of the general partner.	$	—	$	—

The accompanying notes are an integral part of these condensed statements

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BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 2023

(Unaudited)

NOTE A - ORGANIZATION

BF Garden Tax Credit Fund V L.P. (formerly known as Boston Capital Tax Credit Fund V L.P.) (the “Fund”) was organized under the laws of the State of Delaware as of October 15, 2003, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating partnerships which acquire, develop, rehabilitate, operate and own newly constructed, existing or rehabilitated low-income apartment complexes (“Operating Partnerships”). Effective as of December 15, 2020, Corporate Investment Holdings, Inc., a Massachusetts corporation owned by BF Garden Companion Limited Partnership, a Massachusetts limited partnership formerly known as Boston Capital Companion Limited Partnership (“Companion”), replaced John P. Manning as the sole manager of the Fund’s general partner, BF Garden Associates V L.L.C., a Delaware limited liability company formerly known as Boston Capital Associates V L.L.C., and became the sole member of the Fund’s general partner. Also effective as of December 15, 2020, BFBC Holdings GP, LLC, a Delaware limited liability company and an affiliate of Boston Financial Investment Management, LP, a Delaware limited partnership (“BFIM”), replaced Boston Capital Partners II Corporation as the general partner of Companion; and BFIM replaced Boston Capital Companion Holdings Limited Partnership as the sole limited partner of Companion. The assignor limited partner of the Fund continues to be BCTC V Assignor Corp., a Delaware corporation which is now wholly owned by Companion.

The assignor limited partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business. Units of beneficial interest in the limited partnership interest of the assignor limited partner will be assigned by the assignor limited partner by means of beneficial assignee certificates (“BACs”) to investors and investors will be entitled to all the rights and economic benefits of a limited partner of the Fund, including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Fund.

A Registration Statement on Form S-11 and the related prospectus, (the “Prospectus”) were filed with the Securities and Exchange Commission and became effective January 2, 2004 in connection with a public offering (“Offering”) in one or more series of a minimum of 250,000 BACs and a maximum of 7,000,000 BACs at $10 per BAC. On August 10, 2004, an amendment to Form S-11, which registered an additional 8,500,000 BACs for sale to the public in one or more series, became effective. As of June 30, 2023, subscriptions had been received and accepted by the Fund for 11,777,706 BACs representing capital contributions of $117,777,060.

Below is a summary of the BACs sold and total equity raised, by series, as of June 30, 2023:


Series	Closing Date	BACs Sold	Equity Raised
Series 47	April 30, 2004	3,478,334	$	34,783,340
Series 48	August 12, 2004	2,299,372	$	22,993,720
Series 49	April 29, 2005	6,000,000	$	60,000,000

The Fund concluded its public offering of BACs in the Fund on April 29, 2005.

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BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

June 30, 2023

(Unaudited)

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements herein as of June 30, 2023 and for the three months then ended have been prepared by the Fund, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The Fund accounts for its investments in Operating Partnerships using the equity method, whereby the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued. Costs incurred by the Fund in acquiring the investments in the Operating Partnerships are capitalized to the investment account.

The Fund’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 notes thereto included in the Fund’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023.

NOTE C - RELATED PARTY TRANSACTIONS

The Fund originally incurred a fund management fee to Boston Capital Asset Management Limited Partnership, an affiliate of the general partner, prior to the sale as disclosed in Note A. As part of the sale disclosed in Note A, the fund management fee is now assigned to BF Garden Companion Limited Partnership, a Massachusetts limited partnership formerly known as Boston Capital Companion Limited Partnership (“Companion”) and an affiliate of the general partner, in an annual fund management fee of .5 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships. The obligation that had been accrued to Boston Capital Asset Management Limited Partnership was transferred to Companion as disclosed in Note A. Since reporting fees collected by the various series were added to reserves and not paid, the amounts accrued are not net of reporting fees received. The fund management fees accrued for the quarters ended June 30, 2023 and 2022, are as follows:


	2023		2022

Series 47	$	—	$	—
Series 48		—		2,946
Series 49		13,635		46,946
Total	$	13,635	$	49,892

The fund management fees paid for the three months ended June 30, 2023 and 2022 are as follows:


	2023		2022

Series 47	$	—	$	181,083
Series 48		—		—
Series 49		—		77,699
Total	$	—	$	258,782

An affiliate of the general partner has forgiven asset management fees payable as a result of the sales of all operating limited partnerships in one of the series. Total forgiveness of debt for the quarters ended June 30, 2023 and 2022 was $— and $229,502, respectively. Because the transaction involved an affiliate of the general partner, the transaction is accounted for as an equity transaction instead of income to the Fund.

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BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

June 30, 2023

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At June 30, 2023 and 2022, the Fund had limited partnership interests in 3 and 11 Operating Partnerships, respectively, which own or are constructing apartment complexes. The breakdown of Operating Partnerships within the Fund at June 30, 2023 and 2022 is as follows:


	2023	2022

Series 47	—	—
Series 48	—	1
Series 49	3	10
Total	3	11

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

During the three months ended June 30, 2023, the Fund did not dispose of any Operating Partnerships.

During the three months ended June 30, 2022, the Fund disposed of two Operating Partnerships. A summary of the dispositions by series for the period ended June 30, 2022 is as follows:


	Operating	Sale of
	Partnership	Underlying	Partnership
	Interest	Operating	Proceeds from		Gain on
	Transferred	Partnership	Disposition		Disposition

Series 47	—	—	$	—	$	—
Series 48	—	—		—		—
Series 49	2	—		78,374		78,374
Total	2	—	$	78,374	$	78,374

The gain 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 Fund’s investment in the Operating Partnership. As a result, the amount of gain recognized for tax purposes may be significantly higher than the gain recorded in the financial statements.

The Fund’s fiscal year ends March 31st for each year, while all the Operating Partnerships’ fiscal years are the calendar year. Pursuant to the provisions of each Operating Partnership’s partnership agreement, financial results for each of the Operating Partnerships are provided to the Fund within 45 days after the close of each Operating Partnership’s quarterly period. Accordingly, the financial results available for the Operating Partnerships are for the three months ended March 31, 2023.

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BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

June 30, 2023

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS - (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

(Unaudited)

Total


	2023		2022

Revenues
Rental	$	273,632	$	920,624
Interest and other		5,843		35,418
		279,475		956,042

Expenses
Interest		24,322		99,968
Depreciation and amortization		72,015		269,191
Operating expenses		204,014		718,130
		300,351		1,087,289

NET INCOME (LOSS)	$	(20,876)	$	(131,247)

Net Income (loss) allocated to BF Garden Tax Credit Fund V L.P.	$	(20,667)	$	(129,935)

Net Income (loss) allocated to other Partners	$	(209)	$	(1,312)

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

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BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

June 30, 2023

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS - (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

(Unaudited)

Series 47


	2023		2022

Revenues
Rental	$	—	$	—
Interest and other		—		—
		—		—

Expenses
Interest		—		—
Depreciation and amortization		—		—
Operating expenses		—		—
		—		—

NET INCOME (LOSS)	$	—	$	—

Net Income (loss) allocated to BF Garden Tax Credit Fund V L.P.	$	—	$	—

Net Income (loss) allocated to other Partners	$	—	$	—

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BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

June 30, 2023

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS - (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

(Unaudited)

Series 48


	2023		2022

Revenues
Rental	$	—	$	66,830
Interest and other		—		1,654
		—		68,484

Expenses
Interest		—		8,755
Depreciation and amortization		—		14,021
Operating expenses		—		66,043
		—		88,819

NET INCOME (LOSS)	$	—	$	(20,335)

Net Income (loss) allocated to BF Garden Tax Credit Fund V L.P.	$	—	$	(20,132)

Net Income (loss) allocated to other Partners	$	—	$	(203)

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BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

June 30, 2023

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS - (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

(Unaudited)

Series 49


	2023		2022

Revenues
Rental	$	273,632	$	853,794
Interest and other		5,843		33,764
		279,475		887,558

Expenses
Interest		24,322		91,213
Depreciation and amortization		72,015		255,170
Operating expenses		204,014		652,087
		300,351		998,470

NET INCOME (LOSS)	$	(20,876)	$	(110,912)

Net Income (loss) allocated to BF Garden Tax Credit Fund V L.P.	$	(20,667)	$	(109,803)

Net Income (loss) allocated to other Partners	$	(209)	$	(1,109)

NOTE E - TAXABLE LOSS

The Fund’s taxable loss 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.

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BF Garden Tax Credit Fund V L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

June 30, 2023

(Unaudited)

NOTE F - INCOME TAXES

The Fund 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 Fund’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Fund is not required to take any tax positions in order to qualify as a pass-through entity. The Fund 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 Fund has no other tax positions, which must be considered for disclosure. Income tax returns filed by the Fund are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2019 remain open.

NOTE G - SUBSEQUENT EVENTS

Events that occur after the balance sheet date but before the financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events, which provide evidence about conditions that existed after the balance sheet date, require disclosure in the accompanying notes. Management evaluated the activity of the Fund through the date the financial statements were issued, and concluded that, no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

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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, 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, 2023. 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. All forward-looking statements speak only as of the date of this Form 10-Q. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

BF Garden Tax Credit Fund V L.P., a Delaware limited partnership formerly known as Boston Capital Tax Credit Fund V L.P. (the “Fund”), was organized as of October 15, 2003 to invest as a limited partner in operating partnerships (the “Operating Partnerships”), each of which owns or leases and operates an apartment complex exclusively or partially for low- and moderate-income tenants. Effective as of December 15, 2020, Corporate Investment Holdings, Inc., a Massachusetts corporation owned by BF Garden Companion Limited Partnership, a Massachusetts limited partnership formerly known as Boston Capital Companion Limited Partnership (“Companion”), replaced John P. Manning as the sole manager of the Fund’s general partner, BF Garden Associates V L.L.C., a Delaware limited liability company formerly known as Boston Capital Associates V L.L.C., and became the sole member of the Fund’s General Partner. Also effective as of December 15, 2020, BFBC Holdings GP, LLC, a Delaware limited liability company and an affiliate of Boston Financial Investment Management, LP, a Delaware limited partnership (“BFIM”), replaced Boston Capital Partners II Corporation as the general partner of Companion; and BFIM replaced Boston Capital Companion Holdings Limited Partnership as the sole limited partner of Companion. The assignor limited partner of the Fund continues to be BCTC V Assignor Corp., a Delaware corporation which is now wholly owned by Companion.

Liquidity

The Fund’s former sources of funds were (i) the proceeds of the Offering, (ii) interest earned on capital contributions held pending investment and on working capital, and (iii) cash distributions from operations of the Operating Partnerships in which the Fund invested. The Fund’s current sources of liquidity include (i) interest on working capital and (ii) cash distributions from operations of the Operating Partnerships in which the Fund invested. The Fund does not anticipate significant cash distributions from operations of the Operating Partnerships.

The Fund is currently accruing the fund management fee. Fund management fees accrued during the quarter ended June 30, 2023 were $13,635 and total fund management fees accrued as of June 30, 2023 were $27,270. During the quarter ended June 30, 2023, none of the accrued fund management fees were paid. Pursuant to the Fund’s partnership agreement, these liabilities will be deferred until the Fund receives proceeds from sales of the Operating Partnerships, which will be used to satisfy these liabilities. The Fund’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 Fund. The Fund is currently unaware of any trends which would create insufficient liquidity to meet future third party obligations of the Fund.

Capital Resources

The Fund offered beneficial assignee certificates (“BACs”) in the Offering declared effective by the Securities and Exchange Commission on January 2, 2004. The Fund received $34,783,340, $22,993,720 and $60,000,000 representing 3,478,334, 2,299,372 and 6,000,000 BACs from investors admitted as BAC holders in Series 47, Series 48 and Series 49, respectively, as of June 30, 2023.

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Series 47

The Fund commenced offering BACs in Series 47 on January 2, 2004. Offers and sales of BACs in Series 47 were completed on April 30, 2004. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 15 Operating Partnerships in the amount of $26,409,598. Series 47 has since sold its interest in all 15 of the Operating Partnerships.

As a result of the sale of all operating limited partnerships an affiliate of the general partner has forgiven asset management fees payable of the series. The total forgiveness of debt for the three months ended June 30, 2022 was $229,502 for Series 47. Because the transaction involved an affiliate of the general partner, the transaction is accounted for as an equity transaction instead of income to the Fund.

Series 47 has released all payments of its capital contributions to the Operating Partnerships.

Series 48

The Fund commenced offering BACs in Series 48 on May 11, 2004. Offers and sales of BACs in Series 48 were completed on August 12, 2004. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 11 Operating Partnerships in the amount of $17,452,406. Series 48 has since sold its interest in all 11 of the Operating Partnerships.

Series 48 has released all payments of its capital contributions to the Operating Partnerships.

Series 49

The Fund commenced offering BACs in Series 49 on August 24, 2004. Offers and sales of BACs in Series 49 were completed on April 29, 2005. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 24 Operating Partnerships in the amount of $45,728,155. Series 49 has since sold its interest in 21 of the Operating Partnerships and 3 remain.

Series 49 has released all payments of its capital contributions to the Operating Partnerships.

Results of Operations

As of June 30, 2023, the Fund held limited partnership interests in 3 Operating Partnerships. 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 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 of the Fund believes that there is adequate casualty insurance on the properties.

The Fund originally incurred a fund management fee to Boston Capital Asset Management Limited Partnership, formerly an affiliate of the Fund’s general partner. As part of the sale disclosed in Note A, the fund management fee is now with BF Garden Companion Limited Partnership (formerly known as Boston Capital Companion Limited Partnership), an affiliate of the Fund’s general partner, in an annual fund management fee of .5 percent of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of certain asset management and reporting fees paid by the Operating Partnerships. The fund management fees incurred and the reporting fees paid by the Operating Partnerships for the three months ended June 30, 2023 are as follows:


	3 Months				3 Months
	Gross Fund		3 Months		Fund Management Fee
	Management Fee		Reporting Fee		Net of Reporting Fee
Series 49	$	13,635	$	—	$	13,635

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

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Series 47

The series did not have any properties as of June 30, 2023 and 2022.

Series 48

The series did not have any properties as of June 30, 2023.

For the three-month periods ended June 30, 2023 and 2022, Series 48 reflects a net income (loss) from Operating Partnerships of $- and $(20,335), respectively, which includes depreciation and amortization of $- and $14,021, respectively. This is an interim period estimate; it is not indicative of the final year-end results.

In July 2022, the investment general partner transferred its interest in CTP Limited Partnership, with cash proceeds to the investment partnership of $9,999. These proceeds were returned to cash reserves held by Series 48 and recorded as a gain on transfer as of September 30, 2022.

Series 49

The series had a total of 3 properties at June 30, 2023.

For the three-month periods ended June 30, 2023 and 2022, Series 49 reflects a net loss from Operating Partnerships of $(20,876) and $(110,912), respectively, which includes depreciation and amortization of $72,015 and $255,170, respectively. This is an interim period estimate; it is not indicative of the final year-end results.

In May 2022, the investment general partner transferred its interest in Linden - Bartlesville Partners, Limited Partnership, with cash proceeds to the investment partnership of $74,999. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of June 30, 2022.

In June 2022, the investment general partner of BF Garden Tax Credit Fund IV - Series 46 and Series 49 transferred their respective interest in Linden - Shawnee Partners, Limited Partnership, with cash proceeds to the investment partnership of $21,624 and $3,375, for Series 46 and Series 49, respectively. These proceeds of $21,624 and $3,375, for Series 46 and Series 49, respectively, were returned to cash reserves and recorded as a gain on transfer as of June 30, 2022.

In July 2022, the investment general partner transferred its interest in Maverick Fountainhead, L.P., with cash proceeds to the investment partnership of $14,999. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of September 30, 2022.

In July 2022, the investment general partner transferred its interest in Perryton Fountainhead L.P., with cash proceeds to the investment partnership of $33,599. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of September 30, 2022.

In July 2022, the investment general partner transferred its interest in Kaufman Fountainhead L.P., with cash proceeds to the investment partnership of $35,999. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of September 30, 2022.

In July 2022, the investment general partner transferred its interest in Cameron Fountainhead L.P., with cash proceeds to the investment partnership of $47,999. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of September 30, 2022.

In July 2022, the investment general partner transferred its interest in Richwood Apartments, an Arkansas Limited Partnership, with cash proceeds to the investment partnership of $1,250. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of September 30, 2022.

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In November 2022, the investment general partner transferred its interest in Rosehill Place of Topeka Two, L.L.C., with cash proceeds to the investment partnership of $278,938. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of December 31, 2022.

In December 2022, the investment general partner transferred its interest in Columbia Blackshear Senior Residences, L.P., with cash proceeds to the investment partnership of $737,186. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of December 31, 2022. In addition, equity outstanding for the Operating Partnership in the amount of $101 for Series 49 was recorded as gain on the sale of the Operating Partnership as of December 31, 2022.

Critical Accounting Estimates

In accordance with the accounting guidance for the consolidation of variable interest entities, the Fund 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, management has determined that while the Operating Partnerships in which the Fund invests meet the definition of a VIE, the Operating Partnerships should not be consolidated with the Fund because the Fund does not have the power to direct the activities of the Operating Partnerships which are significant to their performance and is therefore not a primary beneficiary of the Operating Partnerships. The Fund 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 Fund’s balance in investment in Operating Partnerships, advances made to Operating Partnerships, plus the risk of recapture of tax credits previously recognized on the investments, represents its maximum exposure to loss. The Fund’s exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying housing complexes as well as the strength of the general partners and their guarantee against credit recapture to the investors of the Fund.

Item 3

Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

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Item 4

Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Fund’s general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Corporate Investment Holdings, Inc., carried out an evaluation of the effectiveness of the Fund’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 Fund as a whole. Based on that evaluation, the Fund’s Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Fund’s disclosure controls and procedures were effective to ensure that information relating to any series or the Fund 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 Fund’s management, including the Fund’s Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure with respect to each series individually, as well as the Fund as a whole.

(b)Changes in Internal Controls

There were no changes in the Fund’s or any series’ internal controls over financial reporting that occurred during the quarter ended June 30, 2023 that materially affected, or are reasonably likely to materially affect, the Fund’s or any series’ internal control over financial reporting.

(c)Certifications

The Certifications of the Principal Executive Officer and Principal Financial Officer of the Fund required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, which are filed or furnished as Exhibits 31.a, 31.b, 32.a and 32.b to this Quarterly Report on Form 10-Q, are applicable to each series individually and the Fund as a whole.

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SIGNATURES

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

	BF Garden Tax Credit Fund V L.P.
	By:	BF Garden Associates V L.L.C., it General Partner
		By:	Corporate Investment Holdings, Inc., its Manager

Date: August 10, 2023			By:	/s/ Gregory Voyentzie

				Gregory Voyentzie
				President (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Fund and in the capacities and on the dates indicated:


DATE:	SIGNATURE:	TITLE:

August 10, 2023	/s/ Gregory Voyentzie	President
	Gregory Voyentzie	(Principal Executive Officer), Corporate Investment Holdings, Inc.

August 10, 2023	/s/ Marie Reynolds	Treasurer
	Marie Reynolds	(Principal Accounting and Financial Officer), Corporate Investment Holdings, Inc.

PART I - FINANCIAL INFORMATION
			Pages
	Item 1. Condensed Financial Statements

		Condensed Balance Sheets	3-6
		Condensed Statements of Operations	7-7
		Condensed Statements of Changes in Partners’ Capital (Deficit)	11-14
		Condensed Statements of Cash Flows	15-18
		Notes to Condensed Financial Statements	19-26

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		27-30

	Item 3. Quantitative and Qualitative Disclosures About Market Risk		30

	Item 4. Controls and Procedures		31

PART II - OTHER INFORMATION

	Item 1. Legal Proceedings		32

	Item 1A. Risk Factors		32

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		32

	Item 3. Defaults Upon Senior Securities		32

	Item 4. Mine Safety Disclosures		32

	Item 5. Other Information		32

	Item 6. Exhibits		33

	Signatures		34


	(a) Exhibits

	31.a Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Gregory Voyentzie, Principal Executive Officer, filed herewith

	31.b Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Marie Reynolds, Principal Accounting and Financial Officer, filed herewith

	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 Gregory Voyentzie, Principal Executive Officer, filed herewith

	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 Marie Reynolds, Principal Accounting and Financial Officer, filed herewith

	101. The following materials from the BF Garden Tax Credit Fund V L.P. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 formatted in Inline Extensible Business Reporting Language (iXBRL): (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, filed herewith

	104. Cover Page Interactive Data File (formatted in iXBRL and included in Exhibit 101).