Form 10-Q BF Garden Tax Credit For: Jun 30
Tweet
Share
E-mailUNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from _______ to _______
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(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 |
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.
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).
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 ☐ |
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 ☒ |
BF GARDEN TAX CREDIT FUND V L.P.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2022
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION | |||
Pages | |||
Item 1. Condensed Financial Statements | |||
3-6 | |||
7-10 | |||
Condensed Statements of Changes in Partners’ Capital (Deficit) | 11-14 | ||
15-18 | |||
19-26 | |||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27-31 | ||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 31 | ||
31 | |||
32 | |||
32 | |||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 32 | ||
32 | |||
32 | |||
32 | |||
33 | |||
34 | |||
2
BF Garden Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
| June 30, |
| March 31, | |||
2022 | 2022 | |||||
ASSETS |
|
|
|
| ||
INVESTMENTS IN OPERATING PARTNERSHIPS (Note D) | $ | | $ | | ||
OTHER ASSETS |
|
|
|
| ||
Cash and cash equivalents |
| |
| | ||
Other assets |
| |
| | ||
$ | | $ | | |||
LIABILITIES |
|
|
|
| ||
Accounts payable affiliates (Note C) | $ | | $ | | ||
Capital contributions payable |
| |
| | ||
| |
| | |||
PARTNERS’ CAPITAL (DEFICIT) |
|
|
|
| ||
Assignees |
|
|
|
| ||
Units of limited partnership interest, $ |
| |
| | ||
General Partner |
| ( |
| ( | ||
| |
| ( | |||
$ | | $ | | |||
The accompanying notes are an integral part of these condensed statements
3
BF Garden Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
Series 47
| June 30, |
| March 31, | |||
2022 | 2022 | |||||
ASSETS |
|
|
|
| ||
INVESTMENTS IN OPERATING PARTNERSHIPS (Note D) | $ | | $ | | ||
OTHER ASSETS |
|
|
|
| ||
Cash and cash equivalents |
| |
| | ||
Other assets |
| |
| | ||
$ | | $ | | |||
LIABILITIES |
|
|
|
| ||
Accounts payable affiliates (Note C) | $ | | $ | | ||
Capital contributions payable |
| |
| | ||
| |
| | |||
PARTNERS’ CAPITAL (DEFICIT) |
|
|
|
| ||
Assignees |
|
|
|
| ||
Units of limited partnership interest, $ |
| ( |
| ( | ||
General Partner |
| |
| ( | ||
| |
| ( | |||
$ | | $ | | |||
The accompanying notes are an integral part of these condensed statements
4
BF Garden Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
Series 48
| June 30, |
| March 31, | |||
2022 | 2022 | |||||
ASSETS |
|
|
|
| ||
INVESTMENTS IN OPERATING PARTNERSHIPS (Note D) | $ | | $ | | ||
OTHER ASSETS |
|
|
|
| ||
Cash and cash equivalents |
| |
| | ||
Other assets |
| |
| | ||
$ | | $ | | |||
LIABILITIES |
|
|
|
| ||
Accounts payable affiliates (Note C) | $ | | $ | | ||
Capital contributions payable |
| |
| | ||
| |
| | |||
PARTNERS’ CAPITAL (DEFICIT) |
|
|
|
| ||
Assignees |
|
|
|
| ||
Units of limited partnership interest, $ |
| ( |
| ( | ||
General Partner |
| ( |
| ( | ||
| ( |
| ( | |||
$ | | $ | | |||
The accompanying notes are an integral part of these condensed statements
5
BF Garden Tax Credit Fund V L.P.
CONDENSED BALANCE SHEETS
(Unaudited)
Series 49
| June 30, |
| March 31, | |||
2022 | 2022 | |||||
ASSETS |
|
|
|
| ||
INVESTMENTS IN OPERATING PARTNERSHIPS (Note D) | $ | | $ | | ||
OTHER ASSETS |
|
|
|
| ||
Cash and cash equivalents |
| |
| | ||
Other assets |
| |
| | ||
$ | | $ | | |||
LIABILITIES |
|
|
| |||
Accounts payable affiliates (Note C) | $ | | $ | | ||
Capital contributions payable |
| |
| | ||
| |
| | |||
PARTNERS’ CAPITAL (DEFICIT) |
|
|
|
| ||
Assignees |
|
|
|
| ||
Units of limited partnership interest, $ |
| |
| | ||
General Partner |
| ( |
| ( | ||
| |
| | |||
$ | | $ | | |||
The accompanying notes are an integral part of these condensed statements
6
BF Garden Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)
| 2022 |
| 2021 | |||
Income |
|
|
|
| ||
Interest income | $ | | $ | | ||
Other income |
| |
| | ||
| |
| | |||
Gain on sale of operating limited partnerships |
| |
| | ||
Expenses |
|
|
|
| ||
Professional fees |
| |
| | ||
Fund management fee, net (Note C) |
| |
| | ||
General and administrative expenses |
| |
| | ||
| |
| | |||
NET INCOME (LOSS) | $ | ( | $ | | ||
Net income (loss) allocated to assignees | $ | ( | $ | | ||
Net income (loss) allocated to general partner | $ | ( | $ | | ||
Net income (loss) per BAC | $ | ( | $ | | ||
The accompanying notes are an integral part of these condensed statements
7
BF Garden Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)
Series 47
| 2022 |
| 2021 | |||
Income |
|
|
|
| ||
Interest income | $ | | $ | | ||
Other income | | | ||||
| | |||||
Gain on sale of operating limited partnerships | | | ||||
Expenses |
|
|
| |||
Professional fees |
| |
| | ||
Fund management fee, net (Note C) |
| |
| | ||
General and administrative expenses | | | ||||
| | |||||
NET INCOME (LOSS) | $ | ( | $ | ( | ||
Net income (loss) allocated to assignees | $ | ( | $ | ( | ||
Net income (loss) allocated to general partner | $ | ( | $ | ( | ||
Net income (loss) per BAC | $ | ( | $ | ( | ||
The accompanying notes are an integral part of these condensed statements
8
BF Garden Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)
Series 48
| 2022 |
| 2021 | |||
Income |
|
|
|
| ||
Interest income | $ | | $ | | ||
Other income |
| |
| | ||
| |
| | |||
Gain on sale of operating limited partnerships |
| |
| | ||
Expenses |
|
|
|
| ||
Professional fees |
| |
| | ||
Fund management fee, net (Note C) |
| |
| | ||
General and administrative expenses |
| |
| | ||
| |
| | |||
NET INCOME (LOSS) | $ | ( | $ | ( | ||
Net income (loss) allocated to assignees | $ | ( | $ | ( | ||
Net income (loss) allocated to general partner | $ | ( | $ | ( | ||
Net income (loss) per BAC | $ | ( | $ | ( | ||
The accompanying notes are an integral part of these condensed statements
9
BF Garden Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended June 30,
(Unaudited)
Series 49
| 2022 |
| 2021 | |||
Income |
|
|
|
| ||
Interest income | $ | | $ | | ||
Other income |
| |
| | ||
| |
| | |||
Gain on sale of operating limited partnerships | |
| | |||
Expenses |
|
|
|
| ||
Professional fees |
| |
| | ||
Fund management fee, net (Note C) |
| |
| | ||
General and administrative expenses |
| |
| | ||
| |
| | |||
NET INCOME (LOSS) | $ | | $ | | ||
Net income (loss) allocated to assignees | $ | | $ | | ||
Net income (loss) allocated to general partner | $ | | $ | | ||
Net income (loss) per BAC | $ | $ | | |||
The accompanying notes are an integral part of these condensed statements
10
BF Garden Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)
Three Months Ended June 30, 2022 and 2021
(Unaudited)
|
| General |
| ||||||
| Assignees |
| partner |
| Total | ||||
Partners’ capital (deficit) April 1, 2022 | $ | | $ | ( | $ | ( | |||
Contributions | | | | ||||||
Net income (loss) | ( | ( | ( | ||||||
Partners’ capital (deficit), June 30, 2022 | $ | | $ | ( | $ | | |||
General | |||||||||
| Assignees |
| partner |
| Total | ||||
Partners’ capital (deficit) April 1, 2021 | $ | ( | $ | ( | $ | ( | |||
Net income (loss) | | | | ||||||
Partners’ capital (deficit), June 30, 2021 | $ | ( | $ | ( | $ | ( | |||
The accompanying notes are an integral part of these condensed statements
11
BF Garden Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)
Three Months Ended June 30, 2022 and 2021
(Unaudited)
|
| General |
| ||||||
Assignees | partner | Total | |||||||
Series 47 | |||||||||
Partners’ capital (deficit) April 1, 2022 | $ | ( | $ | ( | $ | ( | |||
Contributions | | | | ||||||
Net income (loss) | ( | ( | ( | ||||||
Partners’ capital (deficit), June 30, 2022 | $ | ( | $ | | $ | — | |||
|
| General |
| ||||||
Assignees | partner | Total | |||||||
Series 47 | |||||||||
Partners’ capital (deficit) April 1, 2021 | $ | ( | $ | ( | $ | ( | |||
Net income (loss) | ( | ( | ( | ||||||
Partners’ capital (deficit), June 30, 2021 | $ | ( | $ | ( | $ | ( | |||
The accompanying notes are an integral part of these condensed statements
12
BF Garden Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)
Three Months Ended June 30, 2022 and 2021
(Unaudited)
|
| General |
| ||||||
Assignees | partner | Total | |||||||
Series 48 | |||||||||
Partners’ capital (deficit) April 1, 2022 | $ | ( | $ | ( | $ | ( | |||
Contributions | | | | ||||||
Net income (loss) | ( | ( | ( | ||||||
Partners’ capital (deficit), June 30, 2022 | $ | ( | $ | ( | $ | ( | |||
|
| General |
| ||||||
Assignees | partner | Total | |||||||
Series 48 | |||||||||
Partners’ capital (deficit) April 1, 2021 | $ | ( | $ | ( | $ | ( | |||
Net income (loss) | ( | ( | ( | ||||||
Partners’ capital (deficit), June 30, 2021 | $ | ( | $ | ( | $ | ( | |||
The accompanying notes are an integral part of these condensed statements
13
BF Garden Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)
Three Months Ended June 30, 2022 and 2021
(Unaudited)
|
| General |
| ||||||
Assignees | partner | Total | |||||||
Series 49 | |||||||||
Partners’ capital (deficit) April 1, 2022 | $ | | $ | ( | $ | | |||
Contributions | | | | ||||||
Net income (loss) | | | | ||||||
Partners’ capital (deficit), June 30, 2022 | $ | | $ | ( | $ | | |||
|
| General |
| ||||||
Assignees | partner | Total | |||||||
Series 49 | |||||||||
Partners’ capital (deficit) April 1, 2021 | $ | ( | $ | ( | $ | ( | |||
Net income (loss) | | | | ||||||
Partners’ capital (deficit), June 30, 2021 | $ | ( | $ | ( | $ | ( | |||
The accompanying notes are an integral part of these condensed statements
14
BF Garden Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
| 2022 |
| 2021 | |||
Cash flows from operating activities: |
|
|
|
| ||
Net income (loss) | $ | ( | $ | | ||
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 | ( | ( | ||||
Decrease in accounts payable and accrued expenses |
| |
| ( | ||
Increase (Decrease) in accounts payable affiliates |
| ( |
| ( | ||
Net cash used in operating activities |
| ( |
| ( | ||
Cash flows from investing activities: |
|
|
|
| ||
Proceeds from the disposition of Operating Partnerships |
| |
| | ||
Net cash provided by investing activities |
| |
| | ||
DECREASE IN CASH AND CASH EQUIVALENTS |
| ( |
| ( | ||
Cash and cash equivalents, beginning |
| |
| | ||
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. | $ | | $ | | ||
The accompanying notes are an integral part of these condensed statements
15
BF Garden Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
Series 47
| 2022 |
| 2021 | |||
Cash flows from operating activities: |
|
|
|
| ||
Net income (loss) | $ | ( | $ | ( | ||
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 |
| |
| | ||
Decrease in accounts payable and accrued expenses |
| |
| ( | ||
Increase (Decrease) in accounts payable affiliates | ( | ( | ||||
|
| |||||
Net cash used in operating activities | ( | ( | ||||
|
|
|
| |||
Cash flows from investing activities: | ||||||
|
| |||||
Proceeds from the disposition of Operating Partnerships | | | ||||
|
| |||||
Net cash provided by investing activities | | | ||||
|
| |||||
DECREASE IN CASH AND CASH EQUIVALENTS | ( | ( | ||||
|
| |||||
Cash and cash equivalents, beginning | | | ||||
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. | $ | | $ | | ||
The accompanying notes are an integral part of these condensed statements
16
BF Garden Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
Series 48
| 2022 |
| 2021 | |||
Cash flows from operating activities: |
|
|
|
| ||
Net income (loss) | $ | ( | $ | ( | ||
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 |
| ( |
| | ||
Decrease in accounts payable and accrued expenses |
| |
| | ||
Increase (Decrease) in accounts payable affiliates | | | ||||
|
| |||||
Net cash used in operating activities | ( | ( | ||||
|
|
|
| |||
Cash flows from investing activities: | ||||||
|
| |||||
Proceeds from the disposition of Operating Partnerships | | | ||||
|
| |||||
Net cash provided by investing activities | | | ||||
|
| |||||
DECREASE IN CASH AND CASH EQUIVALENTS | ( | ( | ||||
|
| |||||
Cash and cash equivalents, beginning | | | ||||
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. | $ | | $ | | ||
The accompanying notes are an integral part of these condensed statements
17
BF Garden Tax Credit Fund V L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)
Series 49
| 2022 |
| 2021 | |||
Cash flows from operating activities: |
|
|
|
| ||
Net income (loss) | $ | | $ | | ||
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 |
| ( |
| ( | ||
Decrease in accounts payable and accrued expenses |
| |
| ( | ||
Increase (Decrease) in accounts payable affiliates | ( | ( | ||||
|
| |||||
Net cash used in operating activities | ( | ( | ||||
|
| |||||
Cash flows from investing activities: | ||||||
|
| |||||
Proceeds from the disposition of Operating Partnerships | | | ||||
|
| |||||
Net cash provided by investing activities | | | ||||
|
| |||||
DECREASE IN CASH AND CASH EQUIVALENTS | ( | ( | ||||
|
| |||||
Cash and cash equivalents, beginning | | | ||||
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. | $ | | $ | | ||
The accompanying notes are an integral part of these condensed statements
18
BF Garden Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2022
(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
Below is a summary of the BACs sold and total equity raised, by series, as of June 30, 2022:
Series |
| Closing Date |
| BACs Sold |
| Equity Raised | |
Series 47 |
| | $ | | |||
Series 48 |
| | $ | | |||
Series 49 |
| | $ | | |||
The Fund concluded its public offering of BACs in the Fund on April 29, 2005.
NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements herein as of June 30, 2022 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.
19
BF Garden Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
June 30, 2022
(Unaudited)
NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES – (continued)
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, 2022.
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
| 2022 |
| 2021 | |||
Series 47 | $ | — | $ | | ||
Series 48 |
| |
| | ||
Series 49 |
| |
| | ||
Total | $ | | $ | | ||
The fund management fees paid for the three months ended June 30, 2022 and 2021 are as follows:
| 2022 |
| 2021 | |||
Series 47 | $ | | $ | | ||
Series 48 |
| — |
| — | ||
Series 49 |
| |
| | ||
Total | $ | | $ | | ||
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 quarter ended June 30, 2022 and 2021 was $
20
BF Garden Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
June 30, 2022
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS
At June 30, 2022 and 2021, the Fund had limited partnership interests in
| 2022 |
| 2021 | |
Series 47 |
| — |
| |
Series 48 |
| |
| |
Series 49 |
| |
| |
Total |
| |
| |
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, 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 |
| |
| |
| |
| | ||
Total |
| |
| | $ | | $ | | ||
During the three months ended June 30, 2021, the Fund disposed of three Operating Partnerships. A summary of the dispositions by Series for the period ended June 30, 2021 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 |
| |
| |
| |
| | ||
Total |
| |
| | $ | | $ | | ||
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.
21
BF Garden Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
June 30, 2022
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS – (continued)
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, 2022.
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
(Unaudited)
Total
| 2022 |
| 2021 | |||
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 | $ | ( | $ | ( | ||
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.
22
BF Garden Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
June 30, 2022
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS – (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
(Unaudited)
Series 47
| 2022 |
| 2021 | |||
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 | $ | — | $ | ( | ||
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.
23
BF Garden Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
June 30, 2022
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
(Unaudited)
Series 48
| 2022 |
| 2021 | |||
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 | $ | ( | $ | | ||
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.
24
BF Garden Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
June 30, 2022
(Unaudited)
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)
COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
(Unaudited)
Series 49
| 2022 |
| 2021 | |||
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 | $ | ( | $ | ( | ||
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.
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.
25
BF Garden Tax Credit Fund V L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
June 30, 2022
(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 2018 remain open.
NOTE G - CONTINGENCY
The spread of a novel strain of coronavirus (COVID-19) has caused significant business disruptions in the United States beginning February 2020. The economic impact of the business disruptions caused by COVID-19 is uncertain. The extent of any effects these disruptions may have on the operations and financial performance of the Fund will depend on future developments, including possible impacts on the operations of the underlying real estate of its investments, which cannot be determined.
NOTE H - 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.
26
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, 2022. 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.
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 primary source of funds is the proceeds of the Offering. Other sources of liquidity include (i) interest earned on capital contributions held pending investment and on working capital and (ii) cash distributions from operations of the Operating Partnerships in which the Fund has and will invest. 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, 2022 were $53,892 and total fund management fees accrued as of June 30, 2022 were $1,062,609. During the quarter ended June 30, 2022, $258,782 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, 2022.
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.
27
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 10 of the Operating Partnerships and 1 remains.
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 14 of the Operating Partnerships and 10 remain.
During the quarter ended June 30, 2022, Series 49 did not record any releases of capital contributions. Series 49 has outstanding contributions payable to 1 Operating Partnership in the amount of $101, as of June 30, 2022. The remaining contributions will be released when the Operating Partnership have achieved the conditions set forth in their partnership agreement.
Results of Operations
As of June 30, 2022, the Fund held limited partnership interests in 11 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 and three months ended June 30, 2022 are as follows:
| 3 Months |
|
| 3 Months | |||||
Gross Fund | 3 Months | Fund Management Fee | |||||||
Management Fee | Reporting Fee | Net of Reporting Fee | |||||||
Series 47 | $ | — | $ | — | $ | — | |||
Series 48 |
| 2,946 |
| — |
| 2,946 | |||
Series 49 |
| 50,946 |
| 4,000 |
| 46,946 | |||
$ | 53,892 | $ | 4,000 | $ | 49,892 | ||||
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.
Series 47
As of June 30, 2021, the average Qualified Occupancy was 100%. The series did not have any properties at June 30, 2022.
28
For the three month periods ended June 30, 2022 and 2021, Series 47 reflects a net loss from Operating Partnerships of $- and $(10,571), respectively, which includes depreciation and amortization of $- and $ 96,489, respectively. This is an interim period estimate; it is not indicative of the final year-end results.
In June 2021, the investment general partner of BF Garden Tax Credit Fund IV - Series 45 and Series 47 transferred their respective interest in Dawn Springs Villa LP, L.P., with cash proceeds to the investment partnership of $22,749 and $12,249, for Series 45 and Series 47, respectively. These proceeds of $22,749 and $12,249, for Series 45 and Series 47, respectively, were returned to cash reserves and recorded as a gain on transfer as of June 30, 2021.
In December 2021, the investment general partner of Series 47 and Series 48 transferred their respective interest in Mayfair Park Apartments, LP, with cash proceeds to the investment partnership of $675,999 and $676,000, for Series 47 and Series 48, respectively. These proceeds of $675,999 and $676,000, for Series 47 and Series 48, respectively, were returned to cash reserves and recorded as a gain on transfer as of December 31, 2021.
In January 2022, the investment general partner transferred its interest in Carrollton II Housing, LTD, with cash proceeds to the investment partnership of $9,999. These proceeds were returned to cash reserves held by Series 47 and recorded as a gain on transfer as of March 31, 2022.
In March 2022, the investment general partner transferred its interest in Pecan Acres Limited Partnership I, with cash proceeds to the investment partnership of $1,199,000. These proceeds were returned to cash reserves held by Series 47 and recorded as a gain on transfer as of March 31, 2022.
Series 48
As of June 30, 2022 and 2021, the average Qualified Occupancy was 100%. The series had a total of 1 property at June 30, 2022, which was at 100% Qualified Occupancy.
For the three month periods ended June 30, 2022 and 2021, Series 48 reflects a net income (loss) from Operating Partnerships of $(20,335) and $ 20,630, respectively, which includes depreciation and amortization of $ 14,021 and $ 61,109, respectively. This is an interim period estimate; it is not indicative of the final year-end results.
In December 2021, the investment general partner of Series 47 and Series 48 transferred their respective interest in Mayfair Park Apartments, LP, with cash proceeds to the investment partnership of $675,999 and $676,000, for Series 47 and Series 48, respectively. These proceeds of $675,999 and $676,000, for Series 47 and Series 48, respectively, were returned to cash reserves and recorded as a gain on transfer as of December 31, 2021.
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 July 31, 2022.
Series 49
As of June 30, 2022 and 2021, the average Qualified Occupancy was 100%. The series had a total of 10 properties at June 30, 2022, all of which were at 100% Qualified Occupancy.
For the three month periods ended June 30, 2022 and 2021, Series 49 reflects a net loss from Operating Partnerships of $(110,912) and $(81,330), respectively, which includes depreciation and amortization of $ 255,170 and $ 509,378, respectively. This is an interim period estimate; it is not indicative of the final year-end results.
In June 2021, the investment general partner transferred its interest in Linda Villa Apartment, with cash proceeds to the investment partnership of $205,990. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of June 30, 2021.
29
In June 2021, the investment general partner transferred its interest in Renaissance Village, with cash proceeds to the investment partnership of $43,698. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of June 30, 2021.
In October 2021, the investment general partner transferred its interest in Rosewood Place, L.L.C., with cash proceeds to the investment partnership of $949,953. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of December 31, 2021.
In December 2021, the investment general partner transferred its interest in Bristol Apartments, L.P., with cash proceeds to the investment partnership of $3,509,900. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of December 31, 2021.
In January 2022, the investment general partner transferred its interest in New Chester Townhouses, A Limited Partnership, with cash proceeds to the investment partnership of $46,500. These proceeds were returned to cash reserves held by Series 49 and recorded as a gain on transfer as of March 31, 2022.
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 July 31, 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 July 31, 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 July 31, 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 July 31, 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 July 31, 2022.
The investment general partner will continue to monitor the following Operating Partnership because of operational or other issues. However, this Operating Partnership has exited its LIHTC compliance period and there is therefore no risk to past credit delivery.
Union Square Housing Partnership, A LA Limited Partnership
Principal Accounting Policies
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
30
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 Fund invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Fund’s interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The 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
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, 2022 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.
31
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, 2022.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None
Item 3. | Defaults upon Senior Securities |
None
Item 4. | Mine Safety Disclosures |
Not Applicable
Item 5. | Other Information |
None
32
Item 6. | Exhibits |
(a)Exhibits | |
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, 2022 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). |
33
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 11, 2022 | 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 11, 2022 | /s/ Gregory Voyentzie | President | ||
Gregory Voyentzie | (Principal Executive Officer), | |||
August 11, 2022 | /s/ Marie Reynolds | Treasurer | ||
Marie Reynolds | (Principal Accounting and Financial Officer), |
34
Exhibit 31.a
I, Gregory Voyentzie, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of BF Garden Tax Credit Fund V L.P.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure control and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | /s/ Gregory Voyentzie |
August 11, 2022 | Gregory Voyentzie |
| Principal Executive Officer, |
| BF Garden Associates V L.L.C. |
Exhibit 31.b
I, Marie Reynolds, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of BF Garden Tax Credit Fund V L.P.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: | /s/ Marie Reynolds |
August 11, 2022 | Marie Reynolds |
| Principal Accounting and |
| Financial Officer, |
| BF Garden Associates V L.L.C. |
EXHIBIT 32.a
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BF Garden Tax Credit Fund V L.P. (the “Fund”) on Form 10-Q for the period ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory Voyentzie, Principal Executive Officer of the Fund’s general partner, BF Garden Associates V L.L.C., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, after due inquiry:
| (1) | The Report fully complies with the requirements of section 13(a)-15 or 15(d)-15 of the Securities and Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund. |
Date: | |
August 11, 2022 | /s/ Gregory Voyentzie |
| |
| Gregory Voyentzie |
| Principal Executive Officer, BF Garden |
| Associates V L.L.C. |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.b
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BF Garden Tax Credit Fund V L.P. (the “Fund”) on Form 10-Q for the period ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marie Reynolds, Principal Financial Officer of the Fund’s general partner, BF Garden Associates V L.L.C., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, after due inquiry:
| (1) | The Report fully complies with the requirements of section 13(a)-15 or 15(d)-15 of the Securities and Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund. |
Date: | |
August 11, 2022 | /s/ Marie Reynolds |
| |
| Marie Reynolds |
| Principal Accounting and Financial Officer, |
| BF Garden Associates V L.L.C. |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request.
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- HanxBio announces the publication of a research paper in Scientific Reports on preclinical evaluation of Narazaciclib for the treatment of acute myeloid leukemia (AML)
- Bill Negotiation Service For Unemployed Professionals With No Upfront Fee—Update
- JA Solar Joins United Nations Global Compact's "Forward Faster" Initiative
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
