PINX:XXCCB Annual Report 10-K Filing - 3/31/2012

Effective Date 3/31/2012

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended March 31, 2012 or

 

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

 

For the transition period from _______ to _______

 

Commission file number        0-17679

 

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)

 

Registrants telephone number, including area code (617)624-8900

 

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

Title of each class - Name of each exchange on which registered

None

 

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

Title of class

Beneficial Assignee Certificates

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨    No x

 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨    No x

 

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

Yes x    No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 x    No ¨

  

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

Large accelerated filer¨ Accelerated filer¨
Non-accelerated filer¨ Smaller reporting company x

 

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

 

Yes ¨    No x

 

DOCUMENTS INCORPORATED BY REFERENCE

 

The following documents of the Partnership are incorporated by reference:

 

None.

 

 
 

 

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

Form 10-K ANNUAL REPORT

FOR THE YEAR ENDED MARCH 31, 2012

 

TABLE OF CONTENTS

  

PART I
       
Item 1. Business   3
Item 1A. Risk Factors    6
Item 1B. Unresolved Staff Comments    9
Item 2. Properties    9
Item 3. Legal Proceedings    16
Item 4. Mine Safety Disclosures    16
       
PART II
       
Item 5. Market for the Fund's Limited Partnership Interests and Related Partnership Matters and Issuer Purchases of Partnership Interests    17
Item 6. Selected Financial Data    18
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations    19
Item 7a. Quantitative and Qualitative Disclosure About Market Risk    30
Item 8. Financial Statements and Supplementary Data    30
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    30
Item 9a. Controls and Procedures    31
       
PART III
       
Item 10. Directors, Executive Officers and Corporate Governance of the Partnership    32
Item 11. Executive Compensation    34
Item 12. Security Ownership of Certain Beneficial Owners and Management    35
Item 13. Certain Relationships and Related Transactions, and Director Independence    36
Item 14. Principal Accounting Fees and Services    37
       
PART IV
       
Item 15. Exhibits and Financial Statement Schedules    38
       
  Signatures    41

 

2
 

 

PART I

 

Item 1. Business

 

Organization

 

Boston Capital Tax Credit Fund Limited Partnership (the "Partnership") is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act as of June 1, 1988. 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 is BCA Associates Limited Partnership, a Massachusetts limited partnership, whose sole general partner is C&M Management, Inc., a Massachusetts corporation. John P. Manning is the principal of Boston Capital Partners, Inc. The limited partner of the general partner is Capital Investment Holdings, a general partnership whose partners are certain officers and employees of Boston Capital Partners, Inc. and its affiliates. The assignor limited partner is BCTC Assignor Corp., a Delaware corporation which is now wholly-owned by John P. Manning.

 

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

  

A Registration Statement on Form S-11 and the related prospectus, (together with each subsequently filed prospectus, the "Prospectus") was filed with the Securities and Exchange Commission and became effective August 29, 1988 in connection with a public offering (together with each subsequent offering of BACs described herein, the "Offering") of Series 1 through 6. The Partnership raised $97,746,940 in six series representing a total of 9,800,600 BACs. The offering of BACs in all series ended on September 29, 1989.

 

Description of Business

 

The Partnership's principal business is to invest as a limited partner in other limited partnerships (the "Operating Partnerships"), each of which was to own or lease and operate an apartment complex exclusively or partially for low- and moderate-income tenants. Each Operating Partnership in which the Partnership has invested owns an apartment complex which is completed, newly-constructed, or newly-rehabilitated. Each apartment complex qualified for the low-income housing tax credit under Section 42 of the Code (the "Federal Housing Tax Credit"), providing tax benefits over a period of eleven years in the form of tax credits which investors may use to offset income, subject to strict limitations, from other sources. Some of the apartment complexes also qualified for the historic rehabilitation tax credit under Section 47 of the Code (the "Rehabilitation Tax Credit"). Section 236 (f) (ii) of the National Housing Act, as amended, and Section 101 of the Housing and Urban Development Act of 1965 (HUD), as amended, each provide for the making by HUD of rent supplement payments to low income tenants in properties which receive other forms of federal assistance including tax credits. The payments for each tenant, which are made directly to the owner of their property, generally are in amounts to enable the tenant to pay rent equal to 30% of the adjusted family income. Some of the apartment complexes in which the Partnership has invested are receiving these rent supplements from HUD. HUD has been in the process of converting rent supplement assistance to assistance paid not to the owner of the apartment complex, but directly to the individuals. At this time, the Partnership is unable to predict whether Congress will continue rent supplement programs payable directly to owners of apartment complexes.

 

3
 

 

At March 31, 2012, the Partnership had limited partnership equity interests in seven operating partnerships which own operating apartment complexes, all of which are in Series 3. A description of these Operating Partnerships is set forth in Item 2 herein.

 

The business objectives of the Partnership are to:

 

(1) preserve and protect the Partnership's capital;

 

(2) provide current tax benefits to investors in the form of (a) Federal Housing Tax Credits and Rehabilitation Tax Credits, which an investor may apply, subject to strict limitations, against his federal income tax liability form active, portfolio and passive income, and (b) passive losses which an investor may apply to offset his passive income (if any);

 

(3) provide capital appreciation through increases in value of the Partnership's investments and, to the extent applicable, equity buildup through periodic payments on the mortgage indebtedness with respect to the Apartment Complexes; and

 

(4) provide cash distributions (except with respect to the Partnership's investment in certain non-profit Operating Partnerships) from a capital transaction as to the Partnership. The Operating Partnerships intend to hold the apartment complexes for appreciation in value. The Operating Partnerships may sell the apartment complexes after a period of time if financial conditions in the future make sales desirable and if sales are permitted by government restrictions.

 

4
 

 

Plan of Liquidation

 

On March 13, 2007, our General Partner recommended that the BAC holders approve a plan of liquidation and dissolution for the Partnership, or the “Plan.” The Plan was approved by the BAC holders on April 27, 2007, and was adopted by the General Partner on April 30, 2007. Pursuant to the Plan, the General Partner may, without further action by the BAC holders:

 

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

 

Since the approval of the Plan by the BAC holders, we have continued to seek to sell the assets of the Partnership and use the sales proceeds and/or other Partnership funds to pay all expenses in connection with such sales, pay or make provision for payment of all Partnership obligations and liabilities, including accrued fees and unpaid loans to the General Partner, and distribute the remaining assets as set forth in the Partnership Agreement. We expected to complete the sale of the apartment complexes approximately three to four years after the BAC holders' approval of the Plan, which was April 27, 2007. However the liquidation has taken longer than expected and the final liquidating distribution will occur months after all of the apartment complexes have been sold. Liquidation is not imminent, and as such, we have not prepared these financial statements under the liquidation basis of accounting.

 

A special allocation of net income (loss) between the assignees and general partner has been made due to the liquidation of assets and the wind up of the business of certain series.

 

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

 

5
 

 

Employees

 

The Partnership does not have any employees. Services are performed by the general partner and its affiliates and agents retained by them.

 

Item 1A. Risk Factors

 

As used in this Item 1A, references to “we, “us” and “our” mean the Fund.

 

An investment in our BACs and our investments in Operating Partnerships and their operating partnerships are subject to risks. These risks may impact the tax benefits of an investment in our BACs, and the amount of proceeds available for distribution to our limited partners, if any, on liquidation of our investments.

 

In addition to the other information set forth in this report, you should carefully consider the following factors which could materially affect our business, financial condition or results of operations. The risks described below are not the only risks we face. Additional factors not presently known to us or that we currently deem to be immaterial also may materially adversely affect our business operations.

 

The ability of limited partners to claim tax losses from their investment in us is limited.

 

The Internal Revenue Service (the IRS) may audit us or an Operating Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to the investors could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in our BACs. Changes in tax laws could also impact the tax benefits from an investment in our BACs and/or the value of the Operating Partnerships. Until the Operating Partnerships have completed a mandatory fifteen year Low Income Housing Tax Credit compliance period, investors are at risk for potential recapture of Low Income Housing Tax Credits that have already been claimed.

 

The Low Income Housing Tax Credits rules are extremely complicated and noncompliance with these rules may have adverse consequences for BACs holders.

 

Noncompliance with applicable tax regulations may result in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25,000 of taxable income. The local limited partnerships may be unable to sell the Operating Partnerships at a price which would result in our realizing cash distributions or proceeds from the transaction. Accordingly, we may be unable to distribute any cash to our investors. Low Income Housing Tax Credits may be the only benefit from an investment in our BACs.

 

Poor performance of one housing complex, or the real estate market generally, could impair our ability to satisfy our investment objectives.

 

Each housing complex is subject to mortgage indebtedness. If an Operating Partnership failed to pay its mortgage, it could lose its housing complex in foreclosure. If foreclosure were to occur during the first 15 years of the existence of the Partnership, the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of previously claimed Low Income Housing Tax Credits, and a loss of our investment in the housing complex would occur. To the extent the Operating Partnerships receive government financing or operating subsidies, they may be subject to one or more of the following risks:

6
 

 

-difficulties in obtaining rent increases;
-limitations on cash distributions;
-limitations on sales or refinancing of Operating Partnerships;
-limitations on transfers of interests in Operating Partnerships;
-limitations on removal of general partners;
-limitations on subsidy programs; and
-possible changes in applicable regulations.

 

The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar properties, and neighborhood conditions, among others.

 

No trading market for the BACs exists or is expected to develop.

 

There is currently no active trading market for the BACs. Accordingly, limited partners may be unable to sell their BACs or may have to sell BACs at a discount. Limited partners should consider their BACs to be a long-term investment.

 

Investors may realize taxable gain on sale or disposition of BACs.

 

Upon the sale or other taxable disposition of BACs, and upon the completion of the liquidation of a series, investors will realize taxable income to the extent that their allocable share of the non-recourse mortgage indebtedness on the apartment complexes, together with the money they receive from the sale of the certificates or liquidating distributions, is greater than the tax basis of their certificates. This realized taxable income is reduced to the extent that investors have suspended passive losses or credits. It is possible that the sale of certificates or liquidation may not generate enough cash to pay the tax obligations arising from the sale or liquidation.

 

Investors may have tax liability in excess of cash.

 

Investors eventually may be allocated profits for tax purposes which exceed any cash distributed to them. Under these circumstances, unless an investor has passive losses or credits to reduce this tax liability, the investor will have to pay federal income tax without a corresponding cash distribution. Similarly, in the event of a sale or foreclosure of an apartment complex or a sale of BACs, an investor may be allocated taxable income, resulting in tax liability, in excess of any cash distributed to him or her as a result of the event.

 

Investors may not receive cash if apartment complexes are sold.

 

There is no assurance that investors will receive any cash distributions from the sale or refinancing of an apartment complex. The price at which an apartment complex is sold may not be large enough to pay the mortgage and other expenses which must be paid at such time. Even if there are net cash proceeds from a sale distributed to the Partnership, expenses such as accrued management fees and unpaid loans will be deducted pursuant to Section 4.02(a) of the Partnership Agreement. If any of these events happen, investors will not get all of their investment back, and the only benefit from an investment will be the tax credits received.

 

7
 

 

The sale or refinancing of the apartment complexes is dependent upon the following material factors:

 

- The necessity of obtaining the consent of the operating general partners;

- The necessity of obtaining the approval of any governmental agency(ies) providing government assistance to the apartment complex; and

- The uncertainty of the market.

 

Any sale may occur well after the fifteen-year federal housing tax credit compliance period.

 

We have insufficient sources of cash to pay our existing liabilities.

 

We currently do not have sufficient cash resources to satisfy our financial liabilities. Furthermore, we do not anticipate that we will have sufficient available cash to pay our future financial liabilities. Substantially all of our existing liabilities are payable to our general partner and its affiliates. Though the amounts payable to the general partner and its affiliates are contractually currently payable, we do not believe that the general partner or its affiliates will demand immediate payment of these contractual obligations in the near term; however, there can be no assurance that this will be the case. We would be materially adversely affected if the general partner or its affiliates demanded payment in the near term of our existing contractual liabilities or suspended the provision of services to us because of our inability to satisfy these obligations. All monies currently deposited, or that will be deposited in the future, into the Partnership's working capital reserves are intended to be utilized to pay our existing and future liabilities.

 

Investors face uncertainty as to the amount or timing of any liquidating distributions.

 

Based on the most recent estimates the remaining seven properties in Series 3 are expected to be disposed of by December 31, 2012.  However, due to numerous uncertainties, there is no guarantee that the Partnership will complete the liquidation by December 31, 2012 or that there will be sufficient proceeds to make any distributions to the BAC holders of Series 3. 

 

Investors will continue to hold interests in the Partnership if the General Partner is unable to sell all of the apartment complexes.

 

The General Partner may not be able to sell all of the remaining apartment complexes and complete the liquidation, in which case the Partnership will not be liquidated and the Partnership will continue to hold interests in those apartment complexes that could not be sold. In this situation, investors would continue to receive a Schedule K-1 for their interest in the Partnership. In addition, any distributions available to the investors could be reduced or eliminated if the General Partner is not successful in selling all of the remaining apartment complexes.

 

8
 

 

There may be a delay in receiving certain benefits of any sales.

 

The Partnership Agreement authorizes us to utilize proceeds from the sales of apartment complexes to establish reserves for authorized Partnership purposes. We may reserve some of the remaining undistributed proceeds from the sale of apartment complexes for such purposes as reserves for unknown liabilities, audit costs, fees and tax return preparation.

 

Item 1B. Unresolved Staff Comments
  Not applicable.

 

Item 2. Properties

 

The Partnership has acquired a limited partnership interest in each of the seven Operating Partnerships identified in the following tables. In each instance the apartment complexes owned by the applicable Operating Partnerships are 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 designated 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, as supplemented, or applicable Report on Form 8-K. The general partner believes that there is adequate casualty insurance on the properties.

 

Please refer to Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a more detailed discussion of operational difficulties experienced by certain of the Operating Partnerships.

 

9
 

 

Boston Capital Tax Credit Fund Limited Partnership - Series 1

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

ALL Properties in Series 1 have been disposed of as of March 31, 2012.

 

10
 

 

Boston Capital Tax Credit Fund Limited Partnership - Series 2

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

ALL Properties in Series 2 have been disposed of as of March 31, 2012.

 

11
 

 

Boston Capital Tax Credit Fund Limited Partnership - Series 3

 

PROPERTY PROFILES AS OF MARCH 31, 2012

  

Property
Name
  Location   Units   Mortgage
Balance
As Of
12/31/11
   Construction
Completion
   Qualified
Occupancy
3/31/12
   Capital
Contrib-
uted
 
                              
Cruz Bay
Apartments
 

St. John,

USVI

    20   $1,406,918    02/89    100%  $285,820 
                              
Jackson
Apartments
 

Jackson,

WY

    28    1,118,104    07/89    100%   225,000 
                              
Lake North
Apartments
 

Lady Lake,

FL

    36    974,031    01/89    100%   220,780 
                              
Maplewood
Apartments
 

Cloquet,

MN

    24    711,033    04/89    100%   150,800 
                              
Mound Plaza
Apartments
 

Moundville,

AL

    24    587,600    09/89    100%   129,465 
                              
Oak Crest
Manor II
 

Brainerd,

MN

    30    861,859    05/89    100%   168,130 
                              
Sun Village
Apartments
 

Groveland,

FL

    34    970,179    05/88    100%   211,880 
                               

 

12
 

 

Boston Capital Tax Credit Fund Limited Partnership - Series 4

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

ALL Properties in Series 4 have been disposed of as of March 31, 2012.

 

13
 

  

Boston Capital Tax Credit Fund Limited Partnership - Series 5

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

ALL Properties in Series 5 have been disposed of as of March 31, 2012.

 

14
 

 

Boston Capital Tax Credit Fund Limited Partnership - Series 6

 

PROPERTY PROFILES AS OF MARCH 31, 2012

 

ALL Properties in Series 6 have been disposed of as of March 31, 2009.

 

15
 

 

Item 3. Legal Proceedings
   
  None.
   
Item 4. Mine Safety Disclosures
   
  Not Applicable.

 

 

16
 

 

PART II

 

Item 5. Market for the Partnership's Limited Partnership Interests, Related Partnership Matters, and Issuer Purchases of Partnership Interests

 

(a)     Market Information

 

The Partnership is classified as a limited partnership and does not have common stock. There is no established public trading market for the BACs and it is not anticipated that any public market will develop.

 

(b)     Approximate number of security holders.

 

As of March 31, 2012, the Partnership has 6,561 registered BAC Holders for an aggregate of 9,800,600 BACs which were offered at a subscription price of $10 per BAC.

 

The BACs were issued in series. Series 1 had 902 investors holding 1,299,900 BACs; Series 2 had 646 investors holding 830,300 BACs; Series 3 had 2,033 investors holding 2,882,200 BACs; Series 4 had 1,840 investors holding 2,995,300 BACs; Series 5 had 360 investors holding 489,900 BACs; and Series 6 had 780 investors holding 1,303,000 BACs.

 

(c)     Dividend history and restriction.

 

The Partnership has made no distributions of net cash flow

to its BAC holders from its inception, June 1, 1988, through March

31, 2011. The Partnership made a return of equity distribution to

the BAC holders in the amount of $350,003 during the year ended March 31, 1992. The distribution was the result of certain Operating Partnerships not achieving their projected tax credits.

 

During the year ended March 31, 2006, the Partnership made a return of equity distribution to the Series 1, 2, 3, 4, and Series 6 BAC holders in the amount of $39,131, $288,242, $316,439, $1,074,238, and $2,378,931, respectively. The distributions were the result of proceeds available from the sale or transfer of one or more Operating Partnerships.

 

During the year ended March 31, 2007, the Partnership made a return of equity distribution to the Series 6 BAC holders in the amount of $76,724. The distribution was the result of proceeds available from the sale or transfer of one or more Operating Partnerships.

 

During the year ended March 31, 2009, the Partnership made a return of equity distribution to the Series 2 and 5 BAC holders in the amount of $24,836 and $3,682, respectively. The distributions were the result of proceeds available from the sale or transfer of one or more Operating Partnerships.

 

During the year ended March 31, 2010, the Partnership made a return of equity distribution to the Series 6 BAC holders in the amount of $1,303,000. The distributions were the result of proceeds available from the sale or transfer of one or more Operating Partnerships.

 

17
 

 

During the year ended March 31, 2011, the Partnership made a return of equity distribution to the Series 4 BAC holders in the amount of $129,923. The distributions were the result of proceeds available from the sale or transfer of one or more Operating Partnerships.

 

During the year ended March 31, 2012, the Partnership made a return of equity distribution to the Series 2, 4, and 5 BAC holders in the amount of $1,016,000, $1,275,000 and $391,000, respectively. The distributions were the result of proceeds available from the sale or transfer of one or more Operating Partnerships.

 

The Partnership Agreement provides that profits, losses and credits will be allocated each month to the holder of record of a BAC as of the last day of such month. Allocation of profits and credits among BAC holders will be made in proportion to the number of BACs held by each BAC holder.

 

Any distributions of net cash flow or liquidation, sale or refinancing proceeds will be made within 180 days of the end of the annual period to which they relate. Distributions will be made to the holders of record of a BAC as of the last day of each month in the ratio which (i) the BACs held by the holder on the last day of the calendar month bears to (ii) the aggregate number of BACs outstanding on the last day of such month.

 

Item 6. Selected Financial Data
   
  Not applicable.

 

18
 

 

Item 7. 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 1993, 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 of this Report. 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 from each Offering. Other sources of liquidity include (i) interest earned on capital contributions held pending investment or held for working capital reserves and (ii) cash distributions from operations of 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 fees, which allows each series the ability to pay non-affiliated third party obligations. During the fiscal year ended March 31, 2012 the Partnership accrued $88,625 in annual partnership management fees. During the fiscal year ended March 31, 2012 the Partnership paid $42,742 in partnership management fees. As of March 31, 2012, total partnership management fees accrued were $2,390,872. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Partnership receives sales or refinancing proceeds from Operating Partnerships which will be used to satisfy these liabilities. During the fiscal year ended March 31, 2012 the accrued balance of $2,474,394 in Series 1 has been forgiven.

 

An affiliate of the general partner has advanced $473,634 to the Partnership to pay various third party operating expenses and to make advances and/or loans to Operating Partnerships. The amount advanced was $473,634 to Series 3. These and any additional advances will be paid, without interest, from available cash flow, reporting fees, or the proceeds of sales or refinancing of the Partnership's interests in Operating Partnerships. During the year ended March 31, 2012 there were no payments paid to the affiliates of the general partner and the total advance balance of $170,726 in Series 1 has been forgiven. The general partner has recorded this amount as a capital contribution. The Partnership anticipates that as the Operating Partnerships continue to mature, more cash flow and reporting fees will be generated. Cash flow and reporting fees will be added to the Partnership's working capital and will be available to meet future third party obligations of the Partnership. Although the Partnership is in liquidation, we have sufficient cash to meet our anticipated current and ongoing operational expenses other than amounts payable to the general partner and its affiliates for asset management fees and advances. Additionaly, we do not expect the general partner or its affiliates to demand payment of these amounts prior to the liquidation of the Partnership pursuant to its Plan of Liquidation and Dissolution. The Partnership is currently pursuing, and will continue to pursue, available cash flow and reporting fees. No significant distributions of cash flow from the Operating Partnerships are anticipated on a long term or short term basis due to the restrictions on rents which apply to low-income apartment complexes.

 

19
 

 

Capital Resources

 

The Partnership offered BACs in the 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.

 

(Series 1). The Partnership received and accepted subscriptions for $12,999,000, representing 1,299,900 BACs from investors admitted as BAC holders in Series 1. Offers and sales of BACs in Series 1 were completed and the last of the BACs in Series 1 were issued on December 14, 1988.

 

The net proceeds from the offer and sale of BACs in Series 1 have been used to invest in a total of 20 Operating Partnerships in an aggregate amount of $9,407,952, and the Partnership has completed payment of all installments of its capital contributions. As of March 31, 2012, all twenty of the properties had been disposed. Series 1 had $0 in working capital at March 31, 2012.

 

(Series 2). The Partnership received and accepted subscriptions for $8,303,000, representing 830,300 BACs from investors admitted as BAC holders in Series 2. Proceeds from the sale of BACs in Series 2 were invested in Operating Partnerships owning apartment complexes located in California only, which generate both California and Federal Housing Tax Credits. Offers and sales of BACs in Series 2 were completed and the last of the BACs in Series 2 were issued by the Partnership on March 30, 1989.

 

The net proceeds of the offer and sale of BACs in Series 2 have been used to invest in a total of 8 Operating Partnerships in an aggregate amount of $6,498,176, and the Partnership has completed payment of all installments of its capital contributions. As of March 31, 2012, all eight of the properties had been disposed. Series 2 had $0 in working capital at March 31, 2012.

 

(Series 3). The Partnership received and accepted subscriptions for $28,822,000, representing 2,882,200 BACs from investors admitted as BAC holders in Series 3. Offers and sales of BACs in Series 3 were completed and the last of the BACs in Series 3 were issued by the Partnership on March 14, 1989.

 

The net proceeds of the offer and sale of BACs in Series 3 have been used to invest in a total of 33 Operating Partnerships in an aggregate amount of $21,738,797, and the Partnership has completed payment of all installments of its capital contributions. As of March 31, 2012, twenty-six of the properties had been disposed of and seven remained. Series 3 had $219,878 in working capital at March 31, 2012. Dispositions that occurred in the current fiscal year are disclosed in the Series Results of Operations.

 

(Series 4). The Partnership commenced offering BACs in Series 4 on March 27, 1989. The Partnership received and accepted subscriptions for $29,788,160, representing 2,995,300 BACs from investors admitted as BAC holders in Series 4. Offers and sales of BACs in Series 4 were completed and the last of the BACs in Series 4 were issued by the Partnership on July 7, 1989.

 

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The net proceeds from the offer and sale of BACs in Series 4 have been used to invest in a total of 25 Operating Partnerships in an aggregate amount of $22,934,082, and the Partnership has completed payment of all installments of its capital contributions. As of March 31, 2012, all twenty-five of the properties had been disposed. Series 4 had $0 in working capital at March 31, 2012.

 

(Series 5). The Partnership commenced offering BACs in Series 5 on June 19, 1989. The Partnership received and accepted subscriptions for $4,899,000, representing 489,900 BACs from investors admitted as BAC holders in Series 5.

Proceeds from the sale of BACs in Series 5 were invested in Operating Partnerships owning apartment complexes located in California only, which generate both California and Federal Housing Tax Credits. Offers and sales of BACs in Series 5 were completed and the last of the BACs in Series 5 were issued by the Partnership on August 22, 1989.

 

The net proceeds of the offer and sale of BACs in Series 5 have been used to invest in a total of 5 Operating Partnerships in an aggregate amount of $3,431,044, and the Partnership has completed payment of all installments of its capital contributions. As of March 31, 2012, all five of the properties had been disposed. Series 5 had $0 in working capital at March 31, 2012.

 

(Series 6). The Partnership commenced offering BACs in Series 6 on July 18, 1989. The Partnership received and accepted subscriptions for $12,935,780, representing 1,303,000 BACs from investors admitted as BAC holders in Series 6. Offers and sales of BACs in Series 6 were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989.

 

The net proceeds from the offer and sale of BACs in Series 6 have been used to invest in a total of 15 Operating Partnerships in an aggregate amount of $10,652,631, and the Partnership has completed payment of all installments of its capital contributions. As of March 31, 2012, all fifteen of the properties had been disposed. Series 6 had $0 in working capital at March 31, 2012.

 

Results of Operations

 

The Partnership incurs an annual partnership management fee payable to the general partner 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 or payable by the Operating Partnerships. The annual partnership management fee incurred net of reporting fees for the fiscal years ended March 31, 2012 and 2011 was $36,859 and $94,911, respectively. The amount is anticipated to be lower for subsequent fiscal years as more of the Operating Partnerships begin to pay accrued and annual partnership management and reporting fees. During the fiscal years ended March 31, 2012 and 2011, the Partnership received $51,766 and $23,453, respectively, in reporting fees from the Operating Partnerships.

 

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.

 

The Operating Partnerships were allocated tax credits for 10 years. Based on each Operating Partnership's lease-up, the total credits could be spread over as many as 15 years. In cases where the actual number of years is more than 10, the credits delivered in the early and later years will be less than the maximum allowable per year. Series 1 and Series 4 completed their credit periods as of December 31, 2001. Series 3 and Series 6 completed their credit periods as of December 31, 2004. Series 2 and Series 5 completed their credit periods as of December 31, 2005.

 

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 (Series 1). The Series had a total of 0 properties at March 31, 2012.

 

For the tax years ended December 31, 2011 and 2010, the Series, in total, generated $2,697,801 and $(127,162), respectively, in passive tax income (losses) which were passed through to the investors. As of December 31, 2001 all of the Operating Partnerships in Series 1 had completed their respective credit periods and it is not expected that any additional tax credits will be generated.

 

For the years ended March 31, 2012 and 2011, the net income (loss) for series 1 was $(44,374), and $(39,354), respectively. The major components of these amounts are the Partnership's share of income (losses) from Operating Partnership, general and administrative expenses, and the fund management fee.

 

In August 2011, the investment general partner transferred its interest in Coldwater Limited Dividend Housing Association to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $885,494 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 1. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011.

 

In August 2011, the investment general partner transferred its interest in Riverside Place Limited Dividend Housing LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $910,901 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 1. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011.

 

In August 2011, the investment general partner transferred its interest in Wood Creek Manor Limited Dividend Housing LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $918,827 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 1. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011.

 

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In October 2011, the investment general partner transferred its interest in Green Acres of Yulee LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,398,850 and cash proceeds to the investment partnership of $10,000. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $5,000 were returned to cash reserves held by Series 1. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $5,000 as of October 31, 2011.

 

(Series 2). The Series had a total of 0 properties at March 31, 2012.

 

For the tax years ended December 31, 2011 and 2010, the Series, in total, generated $1,959,761 and $(218,187), respectively, in passive tax income (losses) that were passed through to the investors. As of December 31, 2005 all of the Operating Partnerships in Series 2 had completed their respective credit periods and it is not expected that any additional tax credits will be generated.

 

For the years ended March 31, 2012 and 2011, the net income (loss) for Series 2 was $(58,536) and $(27,879), respectively. The major components of these amounts are the fund management fee and general and administrative expenses.

 

In December 2011, the investment general partner of American Affordable Housing Fund III, Series 2 and Series 5 transferred their respective interests in Annadale Housing Partners to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $13,785,001 and cash proceeds to the investment partnerships of $0. There were no remaining proceeds returned to cash reserves held by AAH III, Series 2 or Series 5, respectively. 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, no gain or loss on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded as of December 31, 2011.

 

(Series 3). As of March 31, 2012 and 2011, the Qualified Occupancy for the Series was 100%. The Series had a total of 7 properties at March 31, 2012, all of which were at 100% Qualified Occupancy.

 

For the tax years ended December 31, 2011 and 2010, the Series, in total, generated $1,410,062 and $458,005, respectively, in passive tax income (losses) which were passed through to the investors. As of December 31, 2005 all of the Operating Partnerships in Series 3 had completed their respective credit periods and it is not expected that any additional tax credits will be generated.

 

For the years ended March 31, 2012 and 2011, the net income (losses) for series 3 was $(26,872) and $42,179, respectively. The major components of these amounts are the Partnership's share of income from Operating Partnership, general and administrative expenses, and the fund management fee. The variances in net income(losses) are due to an increase in general and administrative expenses in the current year and miscellaneous income recorded in the prior year.

 

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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 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 meet the terms of 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 under-funded tax and insurance escrows. Operations deteriorated further in 2009 as occupancy declined and collections decreased. Physical occupancy dropped to 56% in the fourth quarter 2009. Through the third quarter of 2010, physical occupancy remained at 56% and the property continued 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. On February 11, 2010, the investment general partner consented to the conveyance. Rural Development refused to accept the conveyance and on October 1, 2010 foreclosed on the property. On December 31, 2003, the 15-year low income housing tax credit compliance period expired with respect to Vassar LDHA LP. Because the compliance period had expired, the foreclosure of the property by Rural Development did not result in the recapture of tax credits. 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, no loss or gain on the transfer of the Operating Partnership has been recorded as of December 31, 2010.

 

In August 2011, the investment general partner transferred its interest in Greenwood Limited Dividend Housing Association to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,344,461 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011. Additional sale proceeds were received in January 2012; so a receivable in the amount of $65,458 was recorded as of December 31, 2011. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $65,458 has been recorded as of December 31, 2011.

 

In August 2011, the investment general transferred its interest in Ripon Apartments Company LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $793,519 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 3. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded as of September 30, 2011.

 

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(Series 4). The Series had a total of 0 properties at March 31, 2012.

 

For the tax years ended December 31, 2011 and 2010, the Series, in total, generated $1,449,363 and $(125,223), in passive tax income (losses) which were passed through to the investors. As of December 31, 2001 all of the Operating Partnerships in Series 4 had completed their respective credit periods and it is not expected that any additional tax credits will be generated.

 

For the years ended March 31, 2012 and 2011, the net income (loss) for series 4 was $5,411 and $(32,123), respectively. The major components of these amounts are the Partnership's share of reporting fees from Operating Partnership and the fund management fee. The variances in net income (losses) are due to an increase in reporting fees received in the current year.

 

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 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale, in the amount of $1,905,958, were 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.

 

In October 2011, the investment general partner transferred its interest in Ault Apartments to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $447,317 and cash proceeds to the investment partnership of $1,500. Of the total proceeds received, $1,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no remaining proceeds returned to cash reserves held by Series 4. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded.

 

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In October 2011, the investment general partner transferred its interest in Cambria Commons LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,169,005 and cash proceeds to the investment partnership of $1. Of the total proceeds to be received, $1 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There were no proceeds returned to cash reserves held by Series 4. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the transfer of the Operating Partnership has been recorded.

 

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

 

(Series 5). The Series had a total of 0 properties at March 31, 2012.

 

For the tax years ended December 31, 2011 and 2010, the Series, in total, generated $876,402 and $(133,872), respectively, in passive tax income (losses) which were passed through to the investors. As of December 31, 2005 all of the Operating Partnerships in Series 5 had completed their respective credit periods and it is not expected that any additional tax credits will be generated.

 

For the years ended March 31, 2012 and 2011, the net income (loss) for series 5 was $(54,448) and $(28,909), respectively. The major components of these amounts are the Partnership's share of income (losses) from Operating Partnership and the fund management fee. The variances in net income(losses) are due to an increase in general and administrative expenses in the current year.

 

In December 2011, the investment general partner of American Affordable Housing Fund III, Series 2 and Series 5 transferred their respective interests in Annadale Housing Partners to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $13,785,001 and cash proceeds to the investment partnerships of $0. There were no remaining proceeds returned to cash reserves held by AAH III, Series 2 or Series 5, respectively. 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, no gain or loss on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded as of December 31, 2011.

 

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 (Series 6). The Series had a total of 0 properties at March 31, 2012 and 2011.

 

For the tax year ended December 31, 2011 and 2010, the Series, in total, generated $0 and $0, respectively, in passive tax income (losses) which were passed through to the investors. As of December 31, 2005 all of the Operating Partnerships in Series 6 had completed their respective credit periods and it is not expected that any additional tax credits will be generated.

 

For the years ended March 31, 2012 and 2011, the net income (losses) for series 6 was $0 and $0, respectively.

 

27
 

 

Contractual Obligations

 

Not Applicable

 

Off Balance Sheet Arrangements

 

None.

 

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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.

 

In accordance with the accounting guidance for the consolidation of variable interest entities, the Partnership determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors.  A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE. 

 

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

 

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Recent Accounting Changes

 

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs). The amended guidance modifies the consolidation model to one based on control and economics, and replaced quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that 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 amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures around VIEs. This amendment was effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on April 1, 2010 did not have a material effect on the Partnership’s financial statements.

 

 

Item 7a.

Quantitative and Qualitative Disclosure About Market Risk

Not Applicable

   
Item 8. Financial Statements and Supplementary Data
   
  The information required by this item is contained in Part IV, Item 15 of this Annual Report on Form 10-K.
   
Item 9.

Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

   
  None.

 

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Item 9a.   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 in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15 with respect to each series individually, as well as the Partnership as a whole. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the disclosure controls and procedures with respect to each series individually, as well as the Partnership as a whole, were adequate and effective in timely alerting them to material information relating to any series or the Partnership as a whole required to be included in the Partnership’s periodic SEC filings.
     
  (b)

Management’s Annual Report on Internal Control over Financial Reporting

 

   

Management of the Partnership is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) of each series individually, as well as the Partnership as a whole. The Partnership’s internal control system over financial reporting is designed to provide reasonable assurance to the Partnership’s management regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

 

Due to inherent limitations, an internal control system over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 

The Partnership's general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Boston Capital Associates LP, assessed the effectiveness of the internal controls and procedures over financial reporting with respect to each series individually, as well as the Partnership as a whole, as of March 31, 2012. In making this assessment, the Partnership's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this assessment, management believes that, as of March 31, 2012, its internal control over financial reporting with respect to each series individually, as well as the Partnership as a whole, was effective.

 

  (c) Changes in Internal Controls
     
    There were no changes in the Partnership management's internal control over financial reporting that occurred during the quarter ended March 31, 2012 that materially affected, or are reasonably likely to materially affect, the Partnership management's internal control over financial reporting.

 

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PART III

 

Item 10. Directors, Executive Officers, and Corporate Governance
   
  (a), (b), (c), (d) and (e) 

 

The Partnership has no directors or executives officers of its own. The following biographical information is presented for the partners of the general partners and affiliates of those partners (including Boston Capital Partners, Inc. ("Boston Capital")) with principal responsibility for the Partnership's affairs.

 

John P. Manning, age 63, is co-founder, and since 1974 has been the President and Chief Executive Officer, of Boston Capital Corporation. As co-founder and CEO of Boston Capital, Mr. Manning’s primary responsibilities include strategic planning, business development and the continued oversight of new opportunities. In addition to his responsibilities at Boston Capital Corporation, Mr. Manning is a proactive leader in the multifamily real estate industry. He served in 1990 as a member of the Mitchell-Danforth Task Force, which reviewed and suggested reforms to the Low Income Housing Tax Credit program. He was the founding President of the Affordable Housing Tax Credit Coalition and is a former member of the board of the National Leased Housing Association. During the 1980s, he served as a member of the Massachusetts Housing Policy Committee as an appointee of the Governor of Massachusetts. In addition, Mr. Manning has testified before the U.S. House Ways and Means Committee and the U.S. Senate Finance Committee on the critical role of the private sector in the success of the Low Income Housing Tax Credit. In 1996, President Clinton appointed him to the President’s Advisory Committee on the Arts at the John F. Kennedy Center for the Performing Arts. In 1998, President Clinton appointed Mr. Manning to the President’s Export Council, the premiere committee comprised of major corporate CEOs that advise the President on matters of foreign trade and commerce. In 2003, he was appointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing. Mr. Manning sits on the Board of Directors of the John F. Kennedy Presidential Library in Boston where he serves as Chairman of the Distinguished Visitors Program. He is also on the Board of Directors of the Beth Israel Deaconess Medical Center in Boston. Mr. Manning is a graduate of Boston College.

 

Mr. Manning is the managing member of Boston Associates. Mr. Manning is also the principal of Boston Capital Corporation. While Boston Capital is not a direct subsidiary of Boston Capital Corporation, it is under the common control of Mr. Manning.

 

Jeffrey H. Goldstein, age 50, is Chief Operating Officer and has been the Director of Real Estate of Boston Capital Corporation since 1996. He directs Boston Capital Corporation’s comprehensive real estate services, which include all aspects of origination, underwriting, due diligence and acquisition. As COO, Mr. Goldstein is responsible for the financial and operational areas of Boston Capital Corporation and assists in the design and implementation of business development and strategic planning objectives. Mr. Goldstein previously served as the Director of the Asset Management division as well as the head of the dispositions and troubled assets group. Utilizing his 16 years experience in the real estate syndication and development industry, Mr. Goldstein has been instrumental in the diversification and expansion of Boston Capital Corporation’s businesses. Prior to joining Boston Capital Corporation in 1990, Mr. Goldstein was Manager of Finance for A.J. Lane & Co., where he was responsible for placing debt on all new construction projects and debt structure for existing apartment properties. Prior to that, he served as Manager for Homeowner Financial Services, a financial consulting firm for residential and commercial properties, and worked as an analyst responsible for budgeting and forecasting for the New York City Council Finance Division. He graduated from the University of Colorado and received his MBA from Northeastern University.

 

32
 

 

Kevin P. Costello, age 65, is Executive Vice President and has been the Director of Institutional Investing of Boston Capital Corporation since 1992 and serves on the firm’s Executive Committee. He is responsible for all corporate investment activity and has spent over 20 years in the real estate syndication and investment business. Mr. Costello’s prior responsibilities at Boston Capital Corporation have involved the management of the Acquisitions Department and the structuring and distribution of conventional and tax credit private placements. Prior to joining Boston Capital Corporation in 1987, he held positions with First Winthrop, Reynolds Securities and Bache & Company. Mr. Costello graduated from Stonehill College and received his MBA with honors from Rutgers’ Graduate School of Business Administration.

 

Marc N. Teal, age 48, has been Chief Financial Officer of Boston Capital Corporation since May 2003. Mr. Teal previously served as Senior Vice President and Director of Accounting and prior to that served as Vice President of Partnership Accounting. He has been with Boston Capital Corporation since 1990. In his current role as CFO he oversees all of the accounting, financial reporting, SEC reporting, budgeting, audit, tax and compliance for Boston Capital Corporation, its affiliated entities and all Boston Capital Corporation's sponsored programs. Additionally, Mr. Teal is responsible for maintaining all banking and borrowing relationships of Boston Capital Corporation and treasury management of all working capital reserves. He also oversees Boston Capital Corporation's information and technology areas, including the strategic planning for Boston Capital Corporation and its affiliaties. Prior to joining Boston Capital Corporation in 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot & Forbes, a multifaceted real estate company, and prior to that was a Senior Accountant for Liberty Real Estate Corp. He received a Bachelor of Science Accountancy from Bentley College and a Masters in Finance from Suffolk University.

 

33
 

 

(f)

Involvement in certain legal proceedings.

   
 

None. 

   
(g) Promoters and control persons.
   
(h) and (i) The Partnership has no directors or executive officers and accordingly has no audit committee and no audit committee financial expert.  The Partnership is not a listed issuer as defined in Regulation 10A-3 promulgated under the Securities Exchange Act of 1934.
   
  The General Partner of the Partnership, Boston Capital Associates LP, has adopted a Code of Ethics which applies to the Principal Executive Officer and Principal Financial Officer of C&M Management, Inc.  The Code of Ethics will be provided without charge to any person who requests it.  Such request should be directed to Marc N. Teal Boston Capital Corp. One Boston Place Boston, MA 02108.
   
Item 11.

Executive Compensation

   
  (a), (b), (c), (d) and (e)

 

The Partnership has no officers or directors, and no compensation committee. However, under the terms of the Amended and Restated Agreement and Certificate of Limited Partnership of the Partnership, the Partnership has paid or accrued obligations to the general partner and its affiliates for the following fees during the 2012 fiscal year:

 

1. An annual partnership management fee based on 0.375% of the aggregate cost of all apartment complexes acquired by the Operating Partnerships has been accrued as payable to Boston Capital Asset Management Limited Partnership. The annual partnership management fee accrued during the year ended March

31, 2012 was $88,625. Accrued fees are payable without interest as sufficient funds become available.

 

2. The Partnership has reimbursed affiliates of the general partner a total of $26,387 for amounts charged to operations during the year ended March 31, 2012.

 

34
 

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management

 

  (a) Security ownership of certain beneficial owners.

 

  As of March 31, 2012, 9,800,600 BACs had been issued.  The following Series are known to have four investors, with holdings in excess of 5% of the total outstanding BACs in the series.

  

  1.     Summit Venture
  P.O. Box 47638
  Phoenix, AZ 85068

 

Series   % of BACs held 
Series 3   10.48%
Series 4   11.07%
Series 5   9.25%

 

  2.     Moore Wallace North America, Inc
  111 South Wacker Drive
  Chicago, IL 60606

 

Series  % of BACs held 
Series 4   6.93%

 

  3.    Helen Zucker
  1754 E 22nd Street
  Brooklyn, NY 11229

 

Series  % of BACs held 
Series 6   16.73%

 

  4.     Norway Savings Bank
  c/o David Wymann
  132 Main Street
  Norway, ME 04268-1328

 

Series  % of BACs held 
Series 6   7.91%

 

  (b) Security ownership of management.

 

  The general partner has a 1% interest in all profits, losses, credits and distributions of the Partnership.

 

  (c) Changes in control.

  

There exists no arrangement known to the Partnership the operation of which may at a subsequent date result in a change in control of the Partnership. There is a provision in the Limited Partnership Agreement which allows, under certain circumstances, the ability to change control.

 

The Partnership has no compensation plans under which interests in the Partnership are authorized for issuance.

 

35
 

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

  (a) Transactions with related persons

 

  The Partnership has no officers or directors.  However, under the terms of the Offering, various kinds of compensation and fees are payable to the general partner and its affiliates during the organization and operation of the Partnership.  Additionally, the general partner will receive distributions from the Partnership if there is cash available for distribution or residual proceeds as defined in the Partnership Agreement. See Note B of Notes to Financial Statements in Item 15 of this Annual Report on Form  10-K for amounts accrued or paid to the general partner and its affiliates during the period from April 1, 1996 through March 31, 2012.

 

  (b) Review, Approval, or Ratification of transaction with related person.

 

The Partnership response to Item 13(a) is incorporated herein by reference.

 

  (c) Promoters and certain control persons.
     
  Not applicable. 

 

  (d) Independence

 

  The Partnership has no directors.

 

36
 

 

Item 14. Principal Accountant Fees and Services
   
  Fees paid to the Partnership’s independent auditors for fiscal year 2012 were comprised of the following: 

 

Fee Type  Ser. 1   Ser. 2   Ser. 3   Ser. 4   Ser. 5   Ser. 6 
Audit Fees  $7,710   $6,535   $10,880   $8,106   $6,535   $- 
                               
Audit Related Fees                              
                               
Tax Fees   3,305    2,720    4,475    3,109    2,719    - 
                               
All Other Fees   380    380    380    380    380    - 
                               
Total  $11,395   $9,635   $15,735   $11,595   $9,634   $- 

 

  Fees paid to the Partnership’s independent auditors for fiscal year 2011 were comprised of the following:

 

Fee Type  Ser. 1   Ser. 2   Ser. 3   Ser. 4   Ser. 5   Ser. 6 
Audit Fees  $8,425   $7,250   $11,500   $8,425   $7,250   $- 
                               
Audit Related Fees                              
                               
Tax Fees   3,220    2,635    4,975    3,220    2,635    - 
                               
All Other Fees   -    -    -    -    -    - 
                               
Total  $11,645   $9,885   $16,475   $11,645   $9,885   $- 

 

  Audit Committee
   
  The Partnership has no Audit Committee.  All audit services and any permitted non-audit services performed by the Partnership’s independent auditors are pre-approved by C&M Management, Inc.

 

37
 

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

(a) 1.        Financial Statements

 

  Boston Capital Tax Credit Fund Limited Partnership
   
  Filed herein as Exhibit 13
  Report of Independent Registered Public Accounting Firm
  Balance Sheets, March 31, 2012 and 2011
  Statements of Operations, Years ended March 31, 2012 and 2011
  Statements of Changes in Partners' Capital (Deficit), Years ended March 31, 2012 and 2011
  Statements of Cash Flows, Years ended March 31, 2012 and 2011
  Notes to Financial Statements, Years ended March 31, 2012 and 2011

 

(a) 2.       Financial Statement Schedules

 

  Schedules not listed are omitted because of the absence of the conditions under which they are required or because the information is included in the financial statements or the notes hereto.

 

38
 

 

(b)      Exhibits

 

(listed according to the number assigned in the table in Item 601 of Regulation S-K)
   
  Exhibit No. 2 - Plan of acquisition, reorganization, arrangement, liquidation or succession
  a.            Plan of Liquidation and Dissolution of Boston Capital Tax Credit Fund Limited Partnership (incorporated by reference from Appendix A to the Partnership’s Consent Solicitation Statement on Schedule 14A, as filed with the Securities and Exchange Commission on March 13, 2007).
  Exhibit No. 3 - Organization Documents
  a.           Certificate of Limited Partnership of Boston Capital Tax Credit Fund Limited Partnership.  (Incorporated by reference from Exhibit 3 to the Partnership's Registration Statement No. 33-22505 on Form S-11 as filed with the Securities and Exchange Commission on June 20, 1988.)
   
  Exhibit No. 4 - Instruments defining the rights of security holders, including indentures.
   
 

a.           Agreement of Limited Partnership of Boston Capital Tax Credit Fund Limited Partnership. Incorporated by reference from Exhibit 4 to Amendment No. 1 to the Partnership's Registration Statement No. 33-22505 on Form S-11 as filed with the Securities and Exchange Commission on August 25, 1988.)

   
  Exhibit No. 10 - Material contracts.
   
  a.            Beneficial Assignee Certificate.(Incorporated by reference from Exhibit 10A to Amendment No. 1 to the Partnership's Registration Statement No. 33-22505 on Form S-11 as filed with the Securities and Exchange Commission on August 25, 1988.)
   
  Exhibit No. 13 - Financial Statement of Boston Capital Tax Credit Fund Limited Partnership, filed herein

 

39
 

 

Exhibit No. 31 Certification 302
a.             Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
   
b.             Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
   
Exhibit No. 32 Certification 906
a.             Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
   
b.             Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
   
Exhibit No. 101
   
  The following materials from the Boston Capital Tax Credit Fund Limited Partnership Annual Report on Form 10-K for the period ended March 31, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Changes in Partners' Capital (Deficit), (iv) the Condensed Statements of Cash Flows and (v) related notes, furnished herewith

 

40
 

 

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: June 29, 2012 /s/ John P. Manning  
  John P. Manning  

 

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

  

DATE:   SIGNATURE:   TITLE:
         
    /s/ John P. Manning   Director, President
June 29, 2012  

John P. Manning

 

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

 

DATE:   SIGNATURE:   TITLE:
         
    /s/ Marc N. Teal   Chief Financial Officer
June 29, 2012  

Marc N. Teal

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

 

41

 

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