10-Q 1 b1jun1010q.htm BCTC I JUNE 2010 10-Q b1jun1010q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

      For the quarterly period ended June 30, 2010

                                             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        0-17679

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP.
(Exact name of registrant as specified in its charter)

Delaware

04-3006542

(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)

                   (617) 624-8900                   

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 o

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 

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 o

Accelerated filer o

Non-accelerated filer o

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 o

No ý

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED
JUNE 30, 2010

TABLE OF CONTENTS
FOR THE QUARTER ENDED JUNE 30, 2010

Part I. Financial information

Item 1. FINANCIAL STATEMENTS

Balance Sheets 4

Balance Sheets Series 1 5

Balance Sheets Series 2 6

Balance Sheets Series 3 7

Balance Sheets Series 4 8

Balance Sheets Series 5 9

Balance Sheets Series 6 10

Statements of Operations three months 11

Three Months Operations Series 1 *

Three Months Operations Series 2 *

Three Months Operations Series 3 *

Three Months Operations Series 4 15

Three Months Operations Series 5 16

Three Months Operations Series 6 17

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DeFICIT) 18

Partners' Capital (Deficit) Series 1 19

Partners' Capital (Deficit) Series 2 19

Partners' Capital (Deficit) Series 3 20

Partners' Capital (Deficit) Series 4 20

Partners' Capital (Deficit) Series 5 21

Partners' Capital (Deficit) Series 6 21

Statements of Cash Flows 22

Cash Flows Series 1 *

Cash Flows Series 2 24

Cash Flows Series 3 25

Cash Flows Series 4 26

Cash Flows Series 5 27

Cash Flows Series 6 28











 

 

 

 

 

 

 

 

 

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2010

TABLE OF CONTENTS (CONTINUED)

Notes to Financial Statements 29

Note A Organization 29

Note B Accounting *

Note C Related Party Transactions 31

Note D Investments 32

COMBINED STATEMENTS OF OPERATION 34

Combined Statements Series 1 35

Combined Statements Series 2 36

Combined Statements Series 3 37

Combined Statements Series 4 38

Combined Statements Series 5 39

Combined Statements Series 6 40

Note E Taxable Loss 41

Note F Plan of Liquidation 41

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

Results of Operations 42

Liquidity 42

Capital Resources 43

Results of Operations 44

Principal Accounting Policies 50

Recent Accounting Changes 51

Item 3. Quantitative and Qualitative Disclosures About Market Risk 53

Item 4T. Controls and Procedures 53

Part II Other Information 54

Item 1. Legal Proceedings 54

Item 1A. Risk Factors 54

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 54

Item 3. Defaults Upon Senior Securities 54

Item 4. (Removed and Reserved) 54

Item 5. Other Information 54

Item 6. Exhibits 54

Signatures 55

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

 

 

 

June 30,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents

$  3,160,424

$  3,195,380

 



 

$  3,160,424

$  3,195,380

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$     15,000

$     15,000

Accounts payable affiliates (note C)

  5,409,628

  5,393,300

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
  Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   9,800,600 issued and outstanding 






(1,463,834)






(1,413,063)

General Partner

  (800,370)

  (799,857)

 

(2,264,204)

(2,212,920)

 

$  3,160,424

$  3,195,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 1

 

 

 

June 30,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents

$      45,619

$     44,150

 

 

 

 

$      45,619

$     44,150

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$           -

$          -

Accounts payable affiliates (note C)

   2,611,655

  2,605,542

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
  Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   1,299,900 issued and outstanding 






(2,427,543)






(2,422,945)

General Partner

   (138,493)

   (138,447)

 

 (2,566,036)

 (2,561,392)

 

$      45,619

$      44,150

 

 

 

 

 

 



The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 2

 

 

 

June 30,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents

$  1,098,762

$ 1,102,415

 

 

 

 

$  1,098,762

$ 1,102,415

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$         -

Accounts payable affiliates (note C)

          -

         -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   830,300 issued and outstanding 






1,153,987






1,157,603

General Partner

   (55,225)

  (55,188)

 

  1,098,762

 1,102,415

 

$  1,098,762

$ 1,102,415

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 3

 

 

 

June 30,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents


$    226,647


$   127,823

 

 

 

 

$    226,647

$   127,823

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$         -

Accounts payable affiliates (note C)

  2,797,973

 2,787,758

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   2,882,200 issued and outstanding 






(2,312,795)






(2,400,518)

General Partner

  (258,531)

  (259,417)

 


(2,571,326)


(2,659,935)

 


$    226,647


$    127,823

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 4

 

 

 

June 30,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents

$  1,319,112

$  1,446,635

 

 

 

 

$  1,319,112

$  1,446,635

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$     15,000

$     15,000

Accounts payable affiliates (note C)

          -

          -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   2,995,300 issued and outstanding 






1,539,233






1,665,481

General Partner

  (235,121)

  (233,846)

 

  1,304,112

  1,431,635

 

$  1,319,112

$  1,446,635

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 5

 

 

 

June 30,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents

$    470,284

$     474,357

 

 

 

 

$    470,284

$     474,357

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$           -

Accounts payable affiliates (note C)

          -

           -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   489,900 issued and outstanding 






507,295






511,327

General Partner

   (37,011)

    (36,970)

 

    470,284

     474,357

 

$    470,284

$     474,357

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 6

 

 

 

June 30,

2010

(Unaudited)

March 31,

2010

(Audited)

ASSETS

Cash and cash equivalents

$          -

$          -

 

 

 

 

$          -

$          -

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$          -

Accounts payable affiliates (note C)

          -

          -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   1,303,000 issued and outstanding 






75,989






75,989

General Partner

   (75,989)

   (75,989)

 

          -

          -

 

$          -

$          -

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS


Three Months Ended June 30,
(Unaudited)

 


     2010


     2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$     6,521

 

$     2,869

 

  Miscellaneous income

    96,692

 

      989

 

 

   103,213

 

     3,858

 

Share of income from Operating
  Partnerships(Note D)


  7,183

 


    32,851

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

1,949

 

15,916

 

  Partnership management fees (Note C)

22,104

 

23,236

 

  General and administrative fees

     7,704

 

    15,230

 

  


    31,757

 


    54,382

 

 

 

 

 

 

  NET INCOME (LOSS)

$  78,639

 

$  (17,673)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$  77,853

 

$  (17,496)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$     786

 


$     (177)

 

 

 

 

 

 

Net income (loss) per BAC

$       .01

 

$     (.00)

 

 

 

 

 

 







The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 1


     2010


     2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        100

 

$         45

 

Miscellaneous income

          -

 

         73

 

        100

        118

Share of income from Operating
  Partnerships(Note D)

          -

          -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

158

 

2,344

 

  Partnership management fees (Note C)    

3,016

 

(1,313)

 

  General and administrative fees

      1,570

 

      2,209

 

  


      4,744

 


      3,240

 

 

 

 

 

 

  NET INCOME (LOSS)

$    (4,644)

 

$    (3,122)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$    (4,598)

 

$    (3,091)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$       (46)

 


$       (31)

 

 

 

 

 

 

Net income (loss) per BAC

$      (.00)

 

$     (.00)

 

 

 

 

 

 

 












The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 2


     2010


     2009

 

 

 

 

Income

 

 

 

 Interest income

$      2,331

$       971

 

 Miscellaneous income

          -

          -

 

 


      2,331


       971

 

Share of income from Operating
  Partnerships(Note D)

          -

     30,203

 

 

 

 

Expenses

 

 

 

 Professional fees

244

2,344

 

 Partnership management fees (Note C)

4,297

2,933

 

 General and administrative fees

      1,443

      1,941

 

 


      5,984


      7,218

 

 

 

 

 

  NET INCOME (LOSS)

$    (3,653)

$     23,956

 

 

 

 

 

Net income (loss) allocated to assignees

$    (3,616)

$     23,716

 

 

 

 

 

Net income (loss) allocated to general partner


$       (37)


$        240

 

 

 

 

 

Net income (loss) per BAC

$      (.00)

$       .03

 

 

 

 

 















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 3


      2010


       2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$      301

 

$        121

 

  Miscellaneous income

   96,692

 

          -

 

 

   96,993

 

        121

 

Share of income from Operating
  Partnerships(Note D)


        -


      -

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

450

 

3,769

 

  Partnership management fees (Note C)

5,715

 

9,102

 

  General and administrative expenses

    2,219

 

      4,017

 

  


    8,384

 


     16,888

 

 

 

 

 

 

  NET INCOME (LOSS)

$   88,609

 

$   (16,767)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$   87,723

 

$   (16,599)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$      886

 


$      (168)

 

 

 

 

 

 

Net income (loss) per BAC

$      .03

 

$      (.01)

 

 

 

 

 

 

 







The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 4


      2010


       2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$     2,787

 

$       116

 

  Miscellaneous income

      -

 

       916

 

 

     2,787

 

     1,032

 

Share of income from Operating
  Partnerships(Note D)

    7,183

     -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

1,020

 

2,771

 

  Partnership management fees (Note C)

5,367

 

8,982

 

  General and administrative fees

     1,183

 

     3,448

 

  


     7,570

 


    15,201

 

 

 

 

 

 

  NET INCOME (LOSS)

$  2,400

 

$  (14,169)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$  2,376

 

$  (14,027)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$     24

 


$     (142)

 

 

 

 

 

 

Net income (loss) per BAC

$      .00

 

$     (.00)

 

 

 

 

 

 

 











The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series
5


      2010


       2009

 

 

 

Income

 

 

  Interest income

$      1,002

$       436

  Miscellaneous income

          -

          -

 

      1,002

       436

Share of income from Operating
  Partnerships(Note D)

          -

      2,648

 

 

 

Expenses

 

 

  Professional fees

77

2,059

  Partnership management fees (Note C)

3,709

3,532

  General and administrative fees

      1,289

      1,576

  


      5,075


      7,167

 

 

 

  NET INCOME (LOSS)

$    (4,073)

$    (4,083)

 

 

 

Net income (loss) allocated to assignees

$    (4,032)

$    (4,042)

 

 

 

Net income (loss) allocated to general partner


$       (41)


$       (41)

Net income (loss) per BAC

$      (.01)

$      (.01)

 

 

 

















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 6


      2010


       2009

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        -

 

$      1,180

 

  Miscellaneous income

        -

 

       -

 

 

        -

 

      1,180

 

Share of income from Operating
  Partnerships(Note D)

        -

      -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

-

 

2,629

 

  Partnership management fees (Note C)

-

 

-

 

  General and administrative expenses

      -

 

      2,039

 

  


      -

 


    4,668

 

 

 

 

 

 

  NET INCOME (LOSS)

$    -

 

$    (3,488)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$    -

 

$    (3,453)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$       -

 


$      (35)

 

Net income (loss) per BAC

$       -

 

$      (.00)

 

 





 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Three Months Ended June 30, 2010

(Unaudited)



Assignees



General
Partner





Total

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$(1,413,063)



$  (799,857)



$(2,212,920)

 

 

 

 

Distributions

(128,624)

(1,299)

(129,923)

 

 

 

 

Net income (loss)

   77,853

      786

    78,639

 

 

 

 

Partners' capital
(deficit),
  June 30, 2010



$(1,463,834)



$  (800,370)



$(2,264,204)

 

 

 

 



























The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Three Months Ended June 30, 2010

(Unaudited)

 


Assignees

General
Partner

Total

Series 1

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$(2,422,945)



$  (138,447)



$(2,561,392)

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

    (4,598)

       (46)

    (4,644)

 

 

 

 

Partners' capital
(deficit),
  June 30, 2010



$(2,427,543)



$  (138,493)



$(2,566,036)

 

 

 

 

 

 

 

 

Series 2

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$  1,157,603



$   (55,188)



$  1,102,415

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

    (3,616)

       (37)

    (3,653)

 

 

 

 

Partners' capital
(deficit),
  June 30, 2010



$  1,153,987



$   (55,225)



$  1,098,762

 

 

 

 













The accompanying notes are an integral part of these statements.

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Three Months Ended June 30, 2010

(Unaudited)

 


Assignees

General
Partner

Total

Series 3

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$(2,400,518)



$  (259,417)



$(2,659,935)

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

     87,723

        886

     88,609

 

 

 

 

Partners' capital
(deficit),
  June 30, 2010



$(2,312,795)



$  (258,531)



$(2,571,326)

 

 

 

 

 

 

 

 

Series 4

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$  1,665,481



$  (233,846)



$  1,431,635

 

 

 

 

Distributions

(128,624)

(1,299)

(129,923)

 

 

 

 

Net income (loss)

   2,376

      24

   2,400

 

 

 

 

Partners' capital
(deficit),
  June 30, 2010



$  1,539,233



$  (235,121)



$  1,304,112

 

 

 

 












 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Three Months Ended June 30, 2010

(Unaudited)

 


Assignees

General
Partner

Total

Series 5

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$    511,327



$   (36,970)



$    474,357

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

    (4,032)

       (41)

    (4,073)

 

 

 

 

Partners' capital
(deficit),
  June 30, 2010



$    507,295



$   (37,011)



$    470,284

 

 

 

 

Series 6

 

 

 

Partners' capital
(deficit)
  April 1, 2010



$  75,989



$   (75,989)



$   -

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

    -

       -

    -

 

 

 

 

Partners' capital
(deficit),
  June 30, 2010



$     75,989



$   (75,989)



$          -














The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS


Three Months Ended June 30,

(Unaudited)

 

     2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$   78,639

$   (17,673)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


(7,183)


(32,851)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

-

(1,616)

     Increase (Decrease) in accounts
        payable affiliates


   16,328


     28,934

 

 

 

      Net cash (used in) provided by 
        operating activities


87,784


   (23,206)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


   7,183


   32,851

 

 

 

      Net cash (used in) provided by
        investing activity


   7,183


   32,851

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

(129,923)

   _______-

 

 

 

      Net cash (used in) provided by
        financing activity


(129,923)

   _______-

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(34,956)


9,645

 

 

 

   Cash and cash equivalents, beginning

  3,195,380

  3,297,198

 

 

 

   Cash and cash equivalents, ending

$  3,160,424

$  3,306,843




The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS


Three Months Ended June 30,

(Unaudited)


Series 1

    2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$   (4,644)

$   (3,122)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships

-

-

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

-

-

     Increase (Decrease) in accounts
        payable affiliates


     6,113


      6,353

 

 

 

      Net cash (used in) provided by 
        operating activities


     1,469


    3,231

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


         -


          -

 

 

 

      Net cash (used in) provided by
        investing activity


         -


          -

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

         -

          -

 

 

 

      Net cash (used in) provided by
        financing activity


         -


          -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS

1,469


3,231

 

 

 

   Cash and cash equivalents, beginning

    44,150

     53,723

 

 

 

   Cash and cash equivalents, ending

$    45,619

$     56,954

The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)

Series 2

 

     2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$   (3,653)

$   23,956

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


-


(30,203)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

-

-

     Increase (Decrease) in accounts
        payable affiliates


         -


       -

 

 

 

      Net cash (used in) provided by 
        operating activities


   (3,653)


    (6,247)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


      -


   30,203

 

 

 

      Net cash (used in) provided by
        investing activity


     -


   30,203

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

         -

          -

 

 

 

      Net cash (used in) provided by
        financing activity


         -


          -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(3,653)

23,956

 

 

 

   Cash and cash equivalents, beginning

 1,102,415

  1,108,583

 

 

 

   Cash and cash equivalents, ending

$ 1,098,762

$  1,132,539




The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)


Series 3

 

     2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$   88,609

$   (16,767)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships

-

-

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

-

-

     Increase (Decrease) in accounts
        payable affiliates


   10,215


     13,452

 

 

 

      Net cash (used in) provided by 
        operating activities

   98,824

    (3,315)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships

     -

          -

 

 

 

      Net cash (used in) provided by
        investing activity

      -

          -

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

        -

          -

 

 

 

      Net cash (used in) provided by
        financing activity


        -


          -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


98,824


(3,315)

 

 

 

   Cash and cash equivalents, beginning

  127,823

    140,154

 

 

 

   Cash and cash equivalents, ending

$  226,647

$    136,839


The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)


Series 4

 

     2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$   2,400

$  (14,169)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships

(7,183)

-

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

-

-

     Increase (Decrease) in accounts
        payable affiliates

   -

     9,129

 

 

 

      Net cash (used in) provided by 
        operating activities


   (4,783)


   (5,040)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships

      7,183

         -

 

 

 

      Net cash (used in) provided by
        investing activity

      7,183

         -

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

  (129,923)

         -

 

 

 

      Net cash (used in) provided by
        financing activity

  (129,923)


         -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


    (127,523)


  (5,040)

 

 

 

   Cash and cash equivalents, beginning

  1,446,635

   136,149

 

 

 

   Cash and cash equivalents, ending

$  1,319,112

$   131,109


The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)

Series 5

 

     2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$   (4,073)

$   (4,083)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


-


(2,648)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

-

-

     Increase (Decrease) in accounts
        payable affiliates


         -


   -

 

 

 

      Net cash (used in) provided by 
        operating activities


   (4,073)


   (6,731)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


      -


     2,648

 

 

 

      Net cash (used in) provided by
        investing activity


      -


     2,648

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

         -

         -

 

 

 

      Net cash (used in) provided by
        financing activity


         -


         -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(4,073)


(4,083)

 

 

 

   Cash and cash equivalents, beginning

   474,357

    502,872

 

 

 

   Cash and cash equivalents, ending

$   470,284

$    498,789




The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)


Series 6

 

     2010

       2009

Cash flows from operating activities:

 

 

 

 

 

   Net Income (loss)

$    -

$   (3,488)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


-


-

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

-

(1,616)

     Increase (Decrease) in accounts
        payable affiliates


        -


    -

 

 

 

      Net cash (used in) provided by 
        operating activities


    -


    (5,104)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from disposition of operating

limited partnerships


        -


          -

 

 

 

      Net cash (used in) provided by
        investing activity


        -


          -

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

-

          -

 

 

 

      Net cash (used in) provided by
        financing activity


-


          -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS

-

(5,104)

 

 

 

   Cash and cash equivalents, beginning

   -

  1,355,717

 

 

 

   Cash and cash equivalents, ending

$        -

$  1,350,613




The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
June 30, 2010

(Unaudited)

 

NOTE A - ORGANIZATION

Boston Capital Tax Credit Fund Limited Partnership (the "Partnership") was formed under the laws of the State of Delaware as of September 1, 1988, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating partnerships which have acquired, developed, rehabilitated, operate and own newly constructed, existing or rehabilitated low-income apartment complexes ("Operating Partnerships"). On August 22, 1988, American Affordable Housing VI Limited Partnership changed its name to Boston Capital Tax Credit Fund Limited Partnership. 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 Limited Partnership, a Massachusetts limited partnership. The general partner of the general partner of the Partnership, 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 officers and employees of Boston Capital Partners, Inc. and its affiliates. The assignor limited partner is BCTC 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 August 29, 1988, 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 10,000,000 BACs at $10 per BAC for sale to the public in six series. Offers and sales of BACs in Series 1 through Series 6 of the Partnership were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989. The Partnership sold 1,299,900 of Series 1 BACs, 830,300 of Series 2 BACs, 2,882,200 of Series 3 BACs, 2,995,300 of Series 4 BACs, 489,900 of Series 5 BACs and 1,303,000 of Series 6 BACs. The Partnership is no longer offering and does not intend to offer any additional BACs.



 

 

 






Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 2010
(Unaudited)

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements included herein as of June 30, 2010 have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. 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. Costs incurred by the Partnership in acquiring the investments in Operating Partnerships are 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 of the Partnership, including Boston Capital Holdings LP, Boston Capital Partners, Inc. and Boston Capital Asset Management Limited Partnership.

Accounts payable - affiliates at June 30, 2010 and 2009 represents accrued general and administrative expenses, accrued partnership management fees, and advances from an affiliate of the general partner of the Partnership, which are payable to Boston Capital Holdings LP and Boston Capital Asset Management Limited Partnership.

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 2010
(Unaudited)

NOTE C - RELATED PARTY TRANSACTIONS (continued)

An annual partnership management fee based on .375 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. The partnership management fees accrued for the quarters ended June 30, 2010 and 2009 are as follows:

 

2010

2009

 

 

 

Series 1

$  5,016

$  5,016

Series 2

5,418

5,418

Series 3

10,215

13,452

Series 4

5,367

9,129

Series 5

3,837

3,837

Series 6

      -

   -

 

$ 29,853

$ 36,852

 

 

 

The partnership management fees paid for the quarters ended June 30, 2010 and 2009 are as follows:

 

2010

2009

Series 1

$       -

$      -

Series 2

  5,418

  5,418

Series 3

-

-

Series 4

     5,367

     -

Series 5

3,837

3,837

Series 6

       -

      -

$  14,622

$  9,255

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At June 30, 2010 and 2009, the Partnership had limited partnership interests in 19 and 22 Operating Partnerships, respectively, which own operating apartment complexes as follows:

Series

2010

2009

1

4

4

2

1

1

3

10

12

4

3

4

5

1

1

6

 -

 -

 

19

22

Under the terms of the Partnership's investment in each Operating Partnership, the Partnership 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. At June 30, 2010 and 2009, all capital contributions had been paid.

During the three months ended June 30, 2010 the Partnership did not dispose of any of the Operating Partnerships, but did receive additional proceeds from one Operating Partnership disposed of in the prior year. A summary of the dispositions by Series for June 30, 2010 is as follows:

 

Operating Partnership Interest Transferred

 

Sale of Underlying Operating Partnership

 

Partnership Proceeds from Disposition

 

Gain/(Loss) on Disposition

Series 1

-

 

-

 

$

-

 

$

-

Series 2

-

 

-

 

 

-

 

 

-

Series 3

-

 

-

 

 

-

 

 

-

Series 4

-

 

-

 

 

7,183

 

 

7,183

Series 5

-

 

-

 

 

-

 

 

-

Series 6

-

 

-

 

 

-

 

 

-

Total

-

 

-

 

$

7,183

 

$

7,183

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

During the three months ended June 30, 2009 the Partnership did not dispose of any of the Operating Partnerships, but did receive additional proceeds from two Operating Partnerships disposed of in the prior year. A summary of the dispositions by Series for June 30, 2009 is as follows:

 

Operating Partnership Interest Transferred

 

Sale of Underlying Operating Partnership

 

Partnership Proceeds from Disposition

 

Gain/(Loss) on Disposition

Series 1

-

 

-

 

$

-

 

$

-

Series 2

-

 

-

 

 

30,203

 

 

30,203

Series 3

-

 

-

 

 

-

 

 

-

Series 4

-

 

-

 

 

-

 

 

-

Series 5

-

 

-

 

 

2,648

 

 

2,648

Series 6

-

 

-

 

 

-

 

 

-

Total

-

 

-

 

$

32,851

 

$

32,851

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 a result, 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 31st 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 three months ended March 31, 2010.

The combined unaudited summarized statements of operations of the Operating Partnerships for the three months ended March 31, 2010 and 2009 are as follows:



Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months ended March 31,
(Unaudited)

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$ 1,013,005

$ 1,318,009

   Interest and other

    40,440

    46,751

 

 

 

 

 1,053,445

 1,364,760

 

 

 

Expenses

 

 

   Interest

253,090

291,250

   Depreciation and amortization

277,163

327,323

   Operating expenses

  821,914

 1,103,843

 

 1,352,167

 1,722,416

 

 

 

NET LOSS

$ (298,722)

$ (357,656)

 

 

 

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



$ (295,734)



$ (354,080)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$   (2,988)


$   (3,576)

 

 

 

 

 

 

 

 

* Amounts include $295,734 and $354,080 for 2010 and 2009, 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 Limited Partnership

NOTES TO FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months ended March 31,
(Unaudited)

Series 1

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$   190,312

$   184,420

   Interest and other

     7,116

     7,948

 

 

 

 

   197,428

   192,368

 

 

 

Expenses

 

 

   Interest

24,258

21,855

   Depreciation and amortization

50,886

47,420

   Operating expenses

   156,366

   163,009

 

   231,510

   232,284

 

 

 

NET LOSS

$  (34,082)

$  (39,916)

 

 

 

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



$  (33,741)



$  (39,517)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$     (341)


$    (399)

 

 

 

 

 

 

 

 

* Amounts include $33,741 and $39,517 for 2010 and 2009, 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 Limited Partnership

NOTES TO FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months ended March 31,
(Unaudited)

Series 2

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$   166,682

$   188,260

   Interest and other

    10,922

    11,171

 

 

 

 

   177,604

   199,431

 

 

 

Expenses

 

 

   Interest

89,297

85,735

   Depreciation and amortization

41,468

41,450

   Operating expenses

   170,670

   169,747

 

   301,435

  296,932

 

 

 

NET LOSS

$ (123,831)

$  (97,501)

 

 

 

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



$ (122,593)



$  (96,526)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$   (1,238)


$    (975)

 

 

 

 

 

 

 

* Amounts include $122,593 and $96,526 for 2010 and 2009, 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 Limited Partnership

NOTES TO FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months ended March 31,
(Unaudited)

Series 3

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$  426,002

$  539,208

   Interest and other

   11,375

    13,705

 

 

 

 

  437,377

  552,913

 

 

 

Expenses

 

 

   Interest

54,756

67,899

   Depreciation and amortization

102,438

131,147

   Operating expenses

  326,357

  494,847

 

  483,551

  693,893

 

 

 

NET LOSS

$ (46,174)

$ (140,980)

 

 

 

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



$ (45,712)



$ (139,570)

 

 

 

Net loss allocated to other 
   partners

$    (462)

$   (1,410)

 

 

 

 

 

 

 

 

* Amounts include $45,712 and $139,570 for 2010 and 2009, 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 Limited Partnership

NOTES TO FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months ended March 31,
(Unaudited)

Series 4

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$   137,304

$   301,415

   Interest and other

     4,952

     7,714

 

 

 

 

   142,256

   309,129

 

 

 

Expenses

 

 

   Interest

35,114

68,077

   Depreciation and amortization

59,307

84,252

   Operating expenses

    73,598

   181,830

 

   168,019

   334,159

 

 

 

NET LOSS

$  (25,763)

$  (25,030)

 

 

 

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



$  (25,505)



$  (24,780)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$     (258)


$     (250)

 

 

 

 

* Amounts include $25,505 and $24,780 for 2010 and 2009, 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 Limited Partnership

NOTES TO FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months ended March 31,
(Unaudited)

Series 5

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$   92,705

$   104,706

   Interest and other

    6,075

     6,213

 

 

 

 

   98,780

   110,919

 

 

 

Expenses

 

 

   Interest

49,665

47,684

   Depreciation and amortization

23,064

23,054

   Operating expenses

   94,923

    94,410

 

  167,652

   165,148

 

 

 

NET LOSS

$ (68,872)

$  (54,229)

 

 

 

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



$ (68,183)



$  (53,687)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$    (689)


$    (542)

 

 

 

 

 

* Amounts include $68,183 and $53,687 for 2010 and 2009, 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 Limited Partnership

NOTES TO FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months ended March 31,
(Unaudited)

Series 6

 

           2010

           2009

 

 

 

Revenues

 

 

   Rental

$        -

$        -

   Interest and other

        -

        -

 

 

 

 

        -

        -

 

 

 

Expenses

 

 

   Interest

-

-

   Depreciation and amortization

-

-

   Operating expenses

        -

        -

 

        -

        -

 

 

 

NET LOSS

$        -

$        -

 

 

 

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



$        -



$        -

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$        -


$        -

 

 

 

 

*Amounts include $0, for both 2010 and 2009, 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 Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED

June 30, 2010
(Unaudited)

NOTE E - TAXABLE LOSS

The Partnership's taxable loss for the calendar year ended December 31, 2010 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 - PLAN OF LIQUIDATION

On April 27, 2007, BAC holders approved a Plan of Liquidation and Dissolution for the Partnership (the "Plan"). Pursuant to the Plan, the general partner may, without further action by the BAC holders, sell the remaining assets held by the Partnership. It is anticipated that sale of all the apartment complexes will be completed sometime in 2011. 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. Because the liquidation of the Partnership was not imminent, as of June 30, 2010, the financial statements are presented assuming the Partnership will continue as a going concern.

 

 

 

 

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, 2010. 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 working capital reserves, and (ii) cash distributions from the Operating Partnerships in which the Partnership has invested. These sources of liquidity are available to meet the obligations of the Partnership.

The Partnership is currently accruing the annual partnership management fee. Partnership management fees accrued during the quarter ended June 30, 2010 were $29,853 and total partnership management fees accrued as of June 30, 2010 were $4,774,738. During the quarter ended June 30, 2010 $14,622 of accrued partnership management fees was paid. 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, which would create insufficient liquidity to meet future third party obligations of the Partnership.

As of June 30, 2010, an affiliate of the general partner of the Partnership advanced a total of $634,890 to the Partnership to pay various 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 three months ended June 30, 2010 $1,097 was advanced. Below is a summary, by series, of the total advances made to date.

 

Three Months Ended

Total

Series 1

$  1,097

$161,256

Series 3

      -

473,634

 

$  1,097

$634,890

 

 

 

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 three months ended June 30, 2010 there were no payments paid to the affiliates of the general partner.

Capital Resources

The Partnership offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on August 29, 1988. The Partnership received and accepted subscriptions for $97,746,940 representing 9,800,600 BACs from investors admitted as BAC Holders in Series 1 through Series 6 of the Partnership. Offers and sales of BACs in Series 1 through Series 6 of the Partnership were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989. At June 30, 2010 and 2009 the Partnership had limited partnership equity interests in 19 and 22 Operating Partnerships, respectively.

As of June 30, 2010 the Partnership had $3,160,424 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

Final Close Date

Number of 

Properties

Proceeds 

Remaining

1

$12,999,000

1,299,900

12/18/88

4

$   45,619

2

8,303,000

830,300

03/30/89

1

1,098,762

3

28,822,000

2,882,200

03/14/89

10

226,647

4

29,788,160

2,995,300

07/07/89

3

1,319,112

5

4,899,000

489,900

08/22/89

1

470,284

6

12,935,780

1,303,000

09/29/89

 -

        -

 

 

 

 

 

 

 

$97,746,940

9,800,600

 

19

$3,160,424

 

Results of Operations

At June 30, 2010 and 2009 the Partnership held limited partnership interests in 19 and 22 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 of the Partnership 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 0.375% 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 ended June 30, 2010 are as follows:

3 Months
Management Fee Net of Reporting Fee


3 Months
Reporting Fee

Series 1

3,016

 

2,000

Series 2

4,297

1,121

Series 3

5,715

 

4,500

Series 4

5,367

 

-

Series 5

3,709

 

128

Series 6

-

 

-

 

$ 22,104

 

$ 7,749

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 1

As of June 30, 2010 and 2009, the average Qualified Occupancy for the series was 100%. The series had a total of four properties at June 30, 2010, all of which were at 100% Qualified Occupancy.

For the three month periods ended June 30, 2010 and 2009, Series 1 reflects net loss from Operating Partnerships of $(34,082) and $(39,916), respectively, which includes depreciation and amortization of $50,886 and $47,420, respectively. This is an interim period estimate and it is not indicative of the final year end results.

Series 2

As of June 30, 2010 and 2009, the average Qualified Occupancy for the series was 100%. The series had one property at June 30, 2010, which was at 100% Qualified Occupancy.

For the three month periods ended June 30, 2010 and 2009, Series 2 reflects net loss from Operating Partnerships of $(123,831) and $(97,501), respectively, which includes depreciation and amortization of $41,468 and $41,450, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In September 2007, the investment general partner of Calexico Associates approved an agreement to sell the property and the transaction closed on September 25, 2008. The sales price for the property was $2,047,109, which includes the outstanding mortgage balance of approximately $1,507,109, cash proceeds to the operating general partner of $243,395, and cash proceeds to the investment limited partnerships of $177,437 and $48,921 to Series 2 and Series 5, respectively. Of the total proceeds received, $2,477 and $683, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the sale. Of the remaining proceeds, $11,758 and $3,242 from Series 2 and Series 5, respectively, was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $163,202 and $44,996 were returned to cash reserves held by Series 2 and Series 5, respectively. 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 partnerships. After all outstanding obligations of the investment partnerships 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 partnerships' 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. In addition, the general partner paid the non-resident withholdings, in the amount of $13,356 and $3,682 for Series 2 and Series 5, respectively. The sale proceeds were received on October 2, 2008; so a receivable in the amount of $165,679 and $45,679 has been recorded for Series 2 and Series 5, respectively, as of September 30, 2008. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement and including the non-resident withholding, has been recorded in the amount of $176,558 and $48,678 for Series 2 and Series 5, respectively, as of September 30, 2008. In June 2009, additional sale proceeds of $9,612 and $2,648, respectively, were received and returned to the cash reserves held by Series 2 and Series 5, respectively.

In September 2007, the investment general partner of Heber II Associates approved an agreement to sell the property and the transaction closed on September 25, 2008. The sales price for the property was $1,413,621, which includes the outstanding mortgage balance of approximately $1,053,621, cash proceeds to the operating general partner of $163,999, and cash proceeds to the investment limited partnership of $152,520. Of the total proceeds received, $550 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 $136,970 were returned to cash reserves held by Series 2. 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. In addition, the general partner paid the non-resident withholdings, in the amount of $11,480. The sale proceeds were received on October 2, 2008; so a receivable in the amount of $137,520 has been recorded for Series 2 as of September 30, 2008. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement and including the non-resident withholding, has been recorded in the amount of $148,450 as of September 30, 2008. In June 2009, additional sale proceeds of $20,591 were received and returned to the cash reserves held by Series 2.

Series 3

As of June 30, 2010 and 2009, the average Qualified Occupancy for the series was 100%. The series had a total of ten properties at June 30, 2010, all of which were at 100% Qualified Occupancy.

For the three month periods ended June 30, 2010 and 2009, Series 3 reflects net loss from Operating Partnerships of $(46,174) and $(140,980), respectively, which includes depreciation and amortization of $102,438 and $131,147, respectively. This is an interim period estimate and it is not indicative of the final year end results.

Vassar LDHA LP (Manor Ridge Apartments) is a 32-unit senior property located in Vassar, MI. The property has operated below breakeven since 2007. Because of the operating challenges in 2007 the tax and insurance escrows were underfunded and the 2007 real estate taxes were not paid. In an effort to address the delinquencies, management submitted a two-year workout plan to the lender, Rural Development. The workout plan was approved by Rural Development in May 2008. The primary goal of the workout plan was to pay down delinquent real estate taxes. The secondary goal was to properly fund the tax and insurance escrow accounts. According to the workout plan, the replacement reserve funding requirement was waived in 2008 which should have allowed the scheduled deposits to be allocated to the funding of the tax and insurance escrows. However, in the fourth quarter of 2008 there was a significant drop in occupancy and management was unable to honor the approved plan. As a result, Rural Development issued a servicing notice on December 23, 2008, which outlined major concerns such as under-funded reserves, unpaid real estate taxes, and underfunded tax and insurance escrows. The letter also gave the Operating Partnership a 15-day deadline to discuss the outlined concerns. Operations deteriorated further in 2009 as occupancy declined and collections increased. Physical occupancy dropped to 56% in the fourth quarter 2009. Through the second quarter of 2010, physical occupancy remains at 56% and the property continues to operate below breakeven. Given the operating history and the condition of the local economy, in the fourth quarter 2009, the operating general partner requested the investment partnership's consent to convey the property to Rural Development in order to avoid mortgage acceleration and foreclosure. On February 11, 2010, the investment general partner consented to the conveyance. The transfer of the property is anticipated to occur in the third quarter of 2010. The operating general partner's operating deficit guarantee is unlimited in time and amount. The Operating Partnership's mortgage payments are current. On December 31, 2003, the 15-year low income housing tax credit compliance period expired with respect to Vassar LDHA LP. On April 28, 2007, the investment general partner received investor consent to liquidate the assets of Boston Capital Tax Credit Fund LP which includes Series 3. Accordingly, the investment general partner is pursuing the disposition of all properties or operating interests held by the investment partnership. Because the compliance period has expired, the transfer of the property to Rural Development will not result in the recapture of tax credits.

In February 2008, the investment general partner of Mound Plaza, Limited approved an agreement to sell the property and the transaction was anticipated to close in July 2010; however, the buyer was unable to consummate the sale and the agreement has expired.

In July 2009, the investment general partner entered into an agreement to transfer its interest in Fylex Housing Associates to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,330,088 and cash proceeds to the investment limited partner of $40,500. Of the total proceeds received, $5,536 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $27,464 was returned to cash reserves held by Series 3. 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $27,464 as of September 30, 2009.

In July 2009, the investment general partner entered into an agreement to transfer its interest in Willow Street Associates to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,409,733 and cash proceeds to the investment limited partner of $43,000. Of the total proceeds received, $23 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $35,477 was returned to cash reserves held by Series 3. 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $35,477 as of September 30, 2009.

Series 4

As of June 30, 2010 and 2009, the average Qualified Occupancy for the series was 100%. The series had a total of three properties at June 30, 2010, all of which were at 100% Qualified Occupancy.

For the three month periods ended June 30, 2010 and 2009, Series 4 reflects net loss from Operating Partnerships of $(25,763) and $(25,030), respectively, which includes depreciation and amortization of $59,307 and $84,252, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In April 2009, the investment general partner of Wichita West Housing Associates LP approved an agreement to sell the property and the transaction closed on October 30, 2009. The sales price for the property was $3,516,520, which includes the outstanding mortgage balance of approximately $1,355,624 and cash proceeds to the investment limited partnership of $1,920,958. Of the total proceeds received, $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 $1,905,958 will be returned to cash reserves held by Series 4. 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 December 2009, the investment partnership received additional proceeds for its share of the Operating Partnership's cash and reserves in the amount of $230,000 which was returned to the cash reserves held by Series 4. 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, has been recorded in the amount of $2,135,958 as of December 31, 2009. In June 2010, additional sale proceeds of $7,183 were received and returned to the cash reserves held by Series 4.

Series 5

As of June 30, 2010 and 2009, the average Qualified Occupancy for the series was 100%. The series had one property at June 30, 2010, which was at 100% Qualified Occupancy.

For the three month periods ended June 30, 2010 and 2009, Series 5 reflects net loss from Operating Partnerships of $(68,872) and $(54,229), respectively, which includes depreciation and amortization of $23,064 and $23,054, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In September 2007, the investment general partner of Calexico Associates approved an agreement to sell the property and the transaction closed on September 25, 2008. The sales price for the property was $2,047,109, which includes the outstanding mortgage balance of approximately $1,507,109, cash proceeds to the operating general partner of $243,395, and cash proceeds to the investment limited partnerships of $177,437 and $48,921 to Series 2 and Series 5, respectively. Of the total proceeds received, $2,477 and $683, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the sale. Of the remaining proceeds, $11,758 and $3,242 from Series 2 and Series 5, respectively, was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $163,202 and $44,996 were returned to cash reserves held by Series 2 and Series 5, respectively. 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 partnerships. After all outstanding obligations of the investment partnerships 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 partnerships' 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. In addition, the general partner paid the non-resident withholdings, in the amount of $13,356 and $3,682 for Series 2 and Series 5, respectively. The sale proceeds were received on October 2, 2008; so a receivable in the amount of $165,679 and $45,679 had been recorded for Series 2 and Series 5, respectively, as of September 30, 2008. Accordingly, a gain on the sale of the Operating

Partnership of the proceeds from the sale, net of the overhead and expense reimbursement and including the non-resident withholding, has been recorded in the amount of $176,558 and $48,678 for Series 2 and Series 5, respectively, as of September 30, 2008. In June 2009, additional sale proceeds of $9,612 and $2,648, respectively, were received and returned to the cash reserves held by Series 2 and Series 5, respectively.


Series 6

The series did not have any properties as of June 30, 2010 and 2009. As a result, net loss from Operating Partnerships, which include depreciation and amortization, is $0 for all periods presented.

Principal 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 and includes this reduction in equity in loss of investment of limited partnerships.

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.  However, management does not consolidate the Partnership's interests in these VIEs, as it is not considered to be the primary beneficiary.  The Partnership currently records the amount of its investment in these partnerships as an asset 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, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss.  The Partnership's exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the local general partners and their guarantee against credit recapture.

 

 

 

 

 

Recent Accounting Changes

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.

In September 2006, the Financial Accounting Standards Board ("FASB") issued accounting guidance for Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. This guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007 and shall be applied prospectively except for very limited transactions. In February 2008, the FASB delayed for one year implementation of the guidance as it pertains to certain non-financial assets and liabilities. The Partnership adopted GAAP for Fair Value Measurements effective April 1, 2008, except as it applies to those non-financial assets and liabilities, for which the effective date was April 1, 2009. The Partnership has determined that adoption of this guidance has no material impact on the Partnership's financial statements.

In November 2008, the FASB issued accounting guidance on Equity Method Investment Accounting Considerations that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee's issuance of shares should be accounted for, and how to account for a change in an investment from the equity method to the cost method. This guidance is effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Partnership adopted the guidance for the interim quarterly period beginning April 1, 2009. The impact of adopting it does not have a material impact on the Partnership's financial condition or results of operations.

 

 

Recent Accounting Changes - continued

In April 2009, the FASB issued accounting guidance for Interim Disclosures about Fair Value of Financial Instruments.  This requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements.  It became effective for Boston Capital Tax Credit Fund L.P. as of and for the interim period ended June 30, 2009 and has no impact on the Partnership's financial condition or results of operations.

In May 2009, the FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Partnership for the quarter ended June 30, 2009. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition or disclosure, in the financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore the Partnership did not include the disclosure in this Form 10-Q.

In June 2009, the FASB issued the Accounting Standards Codification (Codification). Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Codification is intended to reorganize, rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership's accounting policies. The adoption of the Codification did not have a material impact on the Partnership's financial position or results of operations.

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

Not Applicable

Item 4T.

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. 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 were effective to ensure that information 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 June 30, 2010 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, 2010.

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

None

 

 

Item 3.

Defaults upon Senior Securities

 

 

 

None

 

 

Item 4.

(Removed and Reserved)

 

 

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

 

 

 

 

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 Limited Partnership

 

 

 

 

By:

Boston Capital Associates Limited
Partnership, General Partner

 

 

 

 

 

By:

BCA Associates Limited Partnership,
General Partner

 

 

 

 

 

By:

C&M Management, Inc.,
General Partner

 

 

 

 

Date: August 16, 2010

/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:

August 16, 2010

/s/ John P. Manning
John P. Manning

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



DATE:

SIGNATURE:

TITLE:

August 16, 2010

/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 Assignor Corp.