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EX-31 - BCTC II CERTIFICATION 302 - BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIPb2612cert302jpm.htm
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EX-32 - BCTC II CERTIFICATION 906 - BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIPb2612cert906jpm.htm

FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended June 30, 2012

or


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

For the transition period from _______ to _______
Commission file number        0-19443

 

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

Delaware

04-3066791

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)

 

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

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

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

Yes ý

No 

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

Yes ý

No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company ý

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

Yes 

No ý

 

 

BOSTON CAPITAL TAX CREDIT FUND II L.P.

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

TABLE OF CONTENTS

FOR THE QUARTER ENDED JUNE 30, 2012

 

Part I. Financial information

Item 1. CONDENSED FINANCIAL STATEMENTS

CONDENSED Balance Sheets 4

Condensed Balance Sheets Series 07 5

Condensed Balance Sheets Series 09 6

Condensed Balance Sheets Series 10 7

Condensed Balance Sheets Series 11 8

Condensed Balance Sheets Series 12 9

Condensed Balance Sheets Series 14 10

CONDENSED Statements of Operations three months 11

Condensed Three Months Operations Series 07 *

Condensed Three Months Operations Series 09 *

Condensed Three Months Operations Series 10 *

Condensed Three Months Operations Series 11 15

Condensed Three Months Operations Series 12 16

Condensed Three Months Operations Series 14 17

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DeFICIT) 18

Condensed Partners' Capital (Deficit) Series 07 19

Condensed Partners' Capital (Deficit) Series 09 19

Condensed Partners' Capital (Deficit) Series 10 20

Condensed Partners' Capital (Deficit) Series 11 20

Condensed Partners' Capital (Deficit) Series 12 21

Condensed Partners' Capital (Deficit) Series 14 21

CONDENSED Statements of Cash Flows 22

Condensed Cash Flows Series 07 23

Condensed Cash Flows Series 09 24

Condensed Cash Flows Series 10 25

Condensed Cash Flows Series 11 26

Condensed Cash Flows Series 12 27

Condensed Cash Flows Series 14 28










 

 

 

 

 

 

BOSTON CAPITAL TAX CREDIT FUND II L.P.

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

TABLE OF CONTENTS (CONTINUED)

Notes to CONDENSED Financial Statements 29

Note A Organization 29

Note B Accounting 29

Note C Related Party Transactions 30

Note D Investments 32

COMBINED CONDENSED STATEMENTS OF OPERATION 34

Combined Condensed Statements Series 07 35

Combined Condensed Statements Series 09 36

Combined Condensed Statements Series 10 37

Combined Condensed Statements Series 11 38

Combined Condensed Statements Series 12 39

Combined Condensed Statements Series 14 40

Note E Taxable Loss 41

Note F Income Taxes 41

Note G Plan of Liquidation 42

Note H Subsequent Event 42

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

Results of Operations 43

Liquidity 43

Capital Resources 44

Results of Operations 45

Principal Accounting Policies and Estimates 56

Recent Accounting Changes 57

Item 3. Quantitative and Qualitative Disclosures About Market Risk 57

Item 4. Controls and Procedures 57

Part II Other Information 58

Item 1. Legal Proceedings 58

Item 1A. Risk Factors 58

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 58

Item 3. Defaults Upon Senior Securities 58

Item 4. Mine Safety Disclosures 58

Item 5. Other Information 58

Item 6. Exhibits 58

Signatures 59






 

 



 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

 

June 30,
2012 

March 31,
2012

ASSETS

Cash and cash equivalents

$   1,846,795

$   1,302,447

Other assets

       2,200

     342,718

$   1,848,995

$   1,645,165

LIABILITIES

Accounts payable

$      62,600

$      42,600

Accounts payable affiliates (Note C)

21,044,068

20,842,344

Capital contributions payable (Note D)

     169,974

     169,974

  21,276,642

  21,054,918

PARTNERS' CAPITAL (DEFICIT)

Assignees

  

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





(17,852,435)





(17,834,720)

General Partner

 (1,575,212)

 (1,575,033)

(19,427,647)

(19,409,753)

$   1,848,995

$   1,645,165

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 7

 

 

June 30,
2012

March 31,
2012

ASSETS

 

 

 

Cash and cash equivalents

$        -

$        -

Other assets

        -

        -

 

$        -

$        -

LIABILITIES

Accounts payable
  

$        -

$        -

Accounts payable affiliates (Note C)

-

-

Capital contributions payable (Note D)

        -

        -

        -

        -

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

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




 (84,506)




 (84,506)

General Partner

   84,506

   84,506

        -

        -

$        -

$        -

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 9



June 30,
2012

March 31,
2012

ASSETS

 

 

Cash and cash equivalents

$    484,007

$   316,051

Other assets

          -

         -

$    484,007

$   316,051

LIABILITIES

 

Accounts payable

$     50,000

$    35,000

Accounts payable affiliates (Note C)

6,710,592

6,676,676

 

Capital contributions payable (Note D)

          -

         -


  6,760,592


 6,711,676

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

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





(5,878,981)





(5,996,831)

General Partner

  (397,604)

  (398,794)

(6,276,585)

(6,395,625)

$    484,007

$    316,051

The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 10



June 30,
2012

March 31,
2012

ASSETS

 

 

Cash and cash equivalents

$    597,817

$    250,847

Other assets

          -

    339,418

$    597,817

$    590,265

LIABILITIES

 

Accounts payable

$      5,000

$          -

 

Accounts payable affiliates (Note C)

2,380,221

2,357,127

 

Capital contributions payable (Note D)

          -

          -

  2,385,221

  2,357,127

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

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





(1,574,618)





(1,554,281)

General Partner

  (212,786)

  (212,581)

(1,787,404)

(1,766,862)

$    597,817

$    590,265

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 11



June 30,
2012

March 31,
2012

ASSETS

 

 

 

Cash and cash equivalents

$    208,930

$    205,808

Other assets

          -

          -

$    208,930

$    205,808

LIABILITIES

 

Accounts payable 

$          -

$         -

 

Accounts payable affiliates (Note C)

1,028,418

998,760

 

Capital contributions payable (Note D)

          -

          -

  1,028,418

    998,760

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

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




(596,609)




(570,338)

General Partner

  (222,879)

  (222,614)

  (819,488)

  (792,952)

$    208,930

$    205,808

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 12



June 30,
2012

March 31,
2012

ASSETS

 

 

 

Cash and cash equivalents

$    172,858

$    170,287

Other assets

          -

          -

 

$    172,858

$    170,287

LIABILITIES

Accounts payable 

$      7,500

$      7,500

Accounts payable affiliates (Note C)

3,917,318

3,884,690

Capital contributions payable (Note D)

      9,241

      9,241

  3,934,059

  3,901,431

PARTNERS' CAPITAL (DEFICIT)

Assignees

 
 

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





(3,472,458)





(3,442,702)

General Partner

  (288,743)

  (288,442)

(3,761,201)

(3,731,144)

$    172,858

$    170,287

The accompanying notes are an integral part of these condensed statements

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 14



June 30,
2012

March 31,
2012

ASSETS

 

 

 

Cash and cash equivalents

$    383,183

$    359,454

Other assets

      2,200

      3,300

$    385,383

$    362,754

 

 

LIABILITIES

 

 

 

Accounts payable

$        100

$        100

 

Accounts payable affiliates (Note C)

7,007,519

6,925,091

Capital contributions payable (Note D)

    160,733

    160,733

  7,168,352

  7,085,924

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees

 

 

 
 

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




(6,245,263)




(6,186,062)

General Partner

  (537,706)

  (537,108)

(6,782,969)

(6,723,170)

$    385,383

$    362,754

 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

 


2012


2011

 

 

 

Income

 

 

  

Interest income

$       412

$     1,606

Other income

    19,960

    12,758

 

    20,372

    14,364

Share of income from Operating 
  Partnerships(Note D)


   156,000


   635,795

 

 

 

Expenses

 

 

  

 

 

Professional fees

2,160

2,460

Partnership management fee, net (Note C)

168,417

197,283

General and administrative expenses

    23,689

    16,111

  


   194,266


   215,854

  NET INCOME(LOSS)

$  (17,894)

$   434,305

Net income(loss) allocated to assignees

$  (17,715)

$   429,962

 

Net income(loss) allocated to general partner

$     (179)

$     4,343

Net income(loss) per BAC

$     (.00)

$       .02

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 7


2012


2011

 

 

 

Income

Interest income

$       -

$       -

  

Other income

       -

       -

       -

       -

Share of income from Operating 
  Partnerships(Note D)


       -


       -

Expenses

  

Professional fees

-

-

Partnership management fee, net (Note C)

-

-

  

General and administrative expenses

       -

       -

  


       -


       -

  NET INCOME(LOSS)

$       -

$       -

Net income(loss) allocated to assignees

$       -

$       -

 

Net income(loss) allocated to general partner

$       -

$       

Net income(loss) per BAC

$       -

$       -









The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 9


2012


2011

 

 

 

Income

 

 

  

Interest income

$        97

$       155

  

Other income

         -

         -

 

        97

       155

Share of income from Operating 
  Partnerships(Note D)


   156,000


   140,000

 

 

 

Expenses

 

 

  

 

 

Professional fees

85

438

Partnership management fee, net (Note C)

32,499

45,088

General and administrative expenses

     4,473

     3,297

  


    37,057


    48,823

  NET INCOME(LOSS)

$   119,040

$    91,332

 

 

 

Net income(loss) allocated to assignees

$   117,850

$    90,419

 

Net income(loss) allocated to general partner

$     1,190

$       913

Net income(loss) per BAC

$       .03

$       .02

 

 

 










The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 10


2012


2011

Income

  

Interest income

$        97

$       205

Other income

     3,790

     2,774

     3,887

     2,979

Share of income from Operating 
  Partnerships(Note D)


         -


         -

Expenses

  

Professional fees

63

389

Partnership management fee, net (Note C)

20,380

20,774

General and administrative expenses

     3,986

     2,715

  


    24,429


    23,878

  NET INCOME(LOSS)

$  (20,542)

$  (20,899)

Net income(loss) allocated to assignees

$  (20,337)

$  (20,690)

 

Net income(loss) allocated to general partner

$     (205)

$     (209)

Net income(loss) per BAC

$     (.01)

$     (.01)









The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 11


2012


2011

 

 

 

Income

 

 

  

Interest income

$       61

$      384

 

Other income

    4,013

    2,902

    4,074

    3,286

Share of income from Operating 
  Partnerships(Note D)


        -


   54,381

 

 

 

Expenses

 

 

  

 

 

Professional fees

1,361

366

Partnership management fee, net (Note C)

25,402

23,402

General and administrative expenses

    3,847

    2,617

  


   30,610


   26,385

 

 

 

  NET INCOME(LOSS)

$ (26,536)

$   31,282

 

 

 

 

Net income(loss) allocated to assignees

$ (26,271)

$   30,969

 

 

 

Net income(loss) allocated to general partner

$    (265)

$      313

 

 

 

Net income(loss) per BAC

$    (.01)

$      .01

 

 

 















The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 12


2012


2011

 

 

 

Income

 

 

  

Interest income

$       50

$      374

 

Other income

        -

    1,152

       50

    1,526

Share of income from Operating 
  Partnerships(Note D)


        -


   44,097

 

 

 

Expenses

 

 

  

 

 

Professional fees

75

416

Partnership management fee, net (Note C)

25,736

26,070

General and administrative expenses

    4,296

    3,022

  


   30,107


   29,508

 

 

 

 

 NET INCOME(LOSS)


$ (30,057)


$   16,115

 

 

 

Net income(loss) allocated to assignees

$ (29,756)

$   15,954

 

Net income(loss) allocated to general partner

$    (301)

$      161

Net income(loss) per BAC

$    (.01)

$      .01

 

 

 












The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 14


2012


2011

 

 

 

Income

 

 

  

Interest income

$      107

$      488

  

Other income

   12,157

    5,930

 

   12,264

    6,418

Share of income from Operating 
  Partnerships(Note D)


        -


  397,317

 

 

 

Expenses

 

 

  

Professional fees

576

851

Partnership management fee, net (Note C)

64,400

81,949

 

General and administrative expenses

    7,087

    4,460

  


   72,063


   87,260

 

 

 

  NET INCOME(LOSS)

$ (59,799)

$  316,475

 

 

 

Net income(loss) allocated to assignees

$ (59,201)

$  313,310

 

Net income(loss) allocated to general partner

$    (598)

$    3,165

Net income(loss) per BAC

$    (.01)

$      .06









The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Three Months Ended June 30,
(Unaudited)

 



Assignees



General
Partner





Total

 

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$(17,834,720)



$(1,575,033)



$(19,409,753)

 

 

 

 

Net income(loss)

    (17,715)

      (179)

    (17,894)

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$(17,852,435)



$(1,575,212)



$(19,427,647)

 

 

 

 


























The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)


Three Months Ended June 30,
(Unaudited)

 


Assignees

General
Partner

Total

Series 7

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$   (84,506)



$     84,506



$          -

 

 

 

 

Net income(loss)

          -

          -

          -

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$   (84,506)



$     84,506



$          -

 

 

 

 

 

 

 

 

Series 9

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$(5,996,831)



$  (398,794)



$(6,395,625)

 

 

 

 

Net income(loss)

    117,850

      1,190

    119,040

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$(5,878,981)



$  (397,604)



$(6,276,585)

 

 

 

 



 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)


Three Months Ended June 30,
(Unaudited)

 


Assignees

General
Partner

Total

Series 10

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$ (1,554,281)



$ (212,581)



$ (1,766,862)

 

 

 

 

Net income(loss)

    (20,337)

     (205)

    (20,542)

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$ (1,574,618)



$ (212,786)



$ (1,787,404)

 

 

 

 

 

 

 

 

Series 11

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$   (570,338)



$ (222,614)



$   (792,952)

 

 

 

 

Net income(loss)

    (26,271)

     (265)

    (26,536)

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$   (596,609)



$ (222,879)



$   (819,488)

 

 

 

 









The accompanying notes are an integral part of these condensed statements

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Three Months Ended June 30,
(Unaudited)

 


Assignees

General
Partner

Total

Series 12

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$(3,442,702)



$ (288,442)



$(3,731,144)

 

 

 

 

Net income(loss)

   (29,756)

     (301)

   (30,057)

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$(3,472,458)



$ (288,743)



$(3,761,201)

 

 

 

 

 

 

 

 

Series 14

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$(6,186,062)



$ (537,108)



$(6,723,170)

 

 

 

 

Net income(loss)

   (59,201)

     (598)

   (59,799)

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$(6,245,263)



$ (537,706)



$(6,782,969)

 

 

 

 











The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$    (17,894)

$   434,305

   Adjustments to reconcile net income
   (loss) to net cash provided
    by operating activities

 

 

      Share of Income from Operating
        Partnerships


(156,000)


(635,795)

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


20,000


40,000

      Decrease in other assets

340,518

-

      Increase in accounts
        payable affiliates


     201,724


   222,283

 

 

 

      Net cash provided by 
        operating activities


     388,348


    60,793

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


     156,000


   635,795

 

 

 

   Net cash provided by
     investing activities


     156,000


   635,795

 

 

 

  INCREASE IN CASH AND
        CASH EQUIVALENTS


544,348


696,588

 

 

 

Cash and cash equivalents, beginning

   1,302,447

 1,618,141

 

 

 

Cash and cash equivalents, ending

$   1,846,795

$ 2,314,729














The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

Series 7

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$         -

$         -

   Adjustments to reconcile net income
   (loss) to net cash provided
    by operating activities

 

 

      Share of Income from Operating
        Partnerships


-


-

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


-


-

      Decrease in other assets

-

-

      Increase in accounts
        payable affiliates


         -


         -

 

 

 

      Net cash provided by 
        operating activities


         -


         -

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


         -


         -

 

 

 

   Net cash provided by
     investing activities


         -


         -

 

 

 

      INCREASE IN CASH AND
        CASH EQUIVALENTS


-


-

 

 

 

Cash and cash equivalents, beginning

         -

         -

 

 

 

Cash and cash equivalents, ending

$         -

$         -

 

 

 









The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

Series 9

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$    119,040

$     91,332

   Adjustments to reconcile net income
   (loss) to net cash provided
    by operating activities

 

 

      Share of Income from Operating
        Partnerships


(156,000)


(140,000)

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


15,000


20,000

      Decrease in other assets

-

-

      Increase in accounts
        payable affiliates


    33,916


    46,788

 

 

 

      Net cash provided by 
        operating activities


    11,956


    18,120

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


   156,000


   140,000

 

 

 

   Net cash provided by
     investing activities


   156,000


   140,000

 

 

 

      INCREASE IN CASH AND
        CASH EQUIVALENTS


167,956


158,120

 

 

 

Cash and cash equivalents, beginning

   316,051

    71,556

 

 

 

Cash and cash equivalents, ending

$   484,007

$   229,676

 

 

 









The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

Series 10

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$  (20,542)

$  (20,899)

   Adjustments to reconcile net income
   (loss) to net cash provided
    by operating activities

 

 

      Share of Income from Operating
        Partnerships


-


-

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


5,000


-

      Decrease in other assets

339,418

-

      Increase in accounts
        payable affiliates


    23,094


    24,222

 

 

 

      Net cash provided by 
        operating activities


   346,970


     3,323

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


         -


         -

 

 

 

   Net cash provided by
     investing activities


         -


         -

 

 

 

      INCREASE IN CASH AND
        CASH EQUIVALENTS


346,970


3,323

 

 

 

Cash and cash equivalents, beginning

   250,847

   270,086

 

 

 

Cash and cash equivalents, ending

$   597,817

$   273,409

 

 

 














The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

Series 11

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$  (26,536)

$   31,282

   Adjustments to reconcile net income
   (loss) to net cash provided
    by operating activities

 

 

      Share of Income from Operating
        Partnerships


-


(54,381)

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


-


-

      Decrease in other assets

-

-

      Increase in accounts
        payable affiliates


    29,658


    29,658

 

 

 

      Net cash provided by 
        operating activities


     3,122


     6,559

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


         -


    54,381

 

 

 

   Net cash provided by
     investing activities


         -


    54,381

 

 

 

      INCREASE IN CASH AND
        CASH EQUIVALENTS


3,122


60,940

 

 

 

Cash and cash equivalents, beginning

   205,808

   465,155

 

 

 

Cash and cash equivalents, ending

$   208,930

$   526,095

 

 

 










The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

Series 12

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$  (30,057)

$    16,115

   Adjustments to reconcile net income
   (loss) to net cash provided
    by operating activities

 

 

      Share of Income from Operating
        Partnerships


-


(44,097)

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


-


-

      Decrease in other assets

-

-

      Increase in accounts
        payable affiliates


    32,628


    32,628

 

 

 

      Net cash provided by 
        operating activities


     2,571


     4,646

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


         -


    44,097

 

 

 

   Net cash provided by
     investing activities


         -


    44,097

 

 

 

      INCREASE IN CASH AND
        CASH EQUIVALENTS


2,571


48,743

 

 

 

Cash and cash equivalents, beginning

   170,287

   479,986

 

 

 

Cash and cash equivalents, ending

$   172,858

$   528,729

 

 

 










The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund II Limited Partnership

STATEMENTS OF CASH FLOWS

Three Months Ended June 30,
(Unaudited)

Series 14

 

2012

2011

Cash flows from operating activities:

 

 

 

 

 

   Net Income(loss)

$  (59,799)

$  316,475

   Adjustments to reconcile net income
   (loss) to net cash provided
    by operating activities

 

 

      Share of Income from Operating
        Partnerships


-


(397,317)

   Changes in assets and liabilities

 

 

     Increase in accounts
        payable and accrued expenses


-


20,000

      Decrease in other assets

1,100

-

      Increase in accounts
        payable affiliates


    82,428


    88,987

 

 

 

      Net cash provided by 
        operating activities


    23,729


    28,145

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Proceeds from the disposition of
     Operating Partnerships


         -


   397,317

 

 

   Net cash provided by
     investing activities


         -


   397,317

 

 

 

      INCREASE IN CASH AND
        CASH EQUIVALENTS


23,729


425,462

 

 

 

Cash and cash equivalents, beginning

   359,454

   331,358

 

 

 

Cash and cash equivalents, ending

$   383,183

$   756,820

 

 

 









The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

NOTE A - ORGANIZATION

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

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

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

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

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2012

(Unaudited)

NOTE - B ACCOUNTING AND FINANCIAL REPORTING POLICIES - CONTINUED

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

NOTE C - RELATED PARTY TRANSACTIONS

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

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

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

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2012

(Unaudited)

NOTE C - RELATED PARTY TRANSACTIONS (continued)

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

 

      2012

      2011

Series 7

$         -

$         -

Series 9

     33,916

     46,788

Series 10

     23,094

     24,222

Series 11

     29,658

     29,658

Series 12

     32,628

     32,628

Series 14

     82,428

     88,987

 

 

 

$   201,724

$   222,283

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

 

      2012

     2011

Series 7

$         -

$         -

Series 9

          -

          -

Series 10

          -

          -

Series 11

          -

          -

Series 12

          -

          -

Series 14

          -

          -

 

 

 

 

$         -

$         -

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS

At June 30, 2012 and 2011 the Partnership had limited partnership interests in 117 and 126 Operating Partnerships, respectively, which own apartment complexes. The number of Operating Partnerships in which the Partnership had limited partnership interests at June 30, 2012 and 2011 by series is as follows:

 

2012

2011

Series 7

-

-

Series 9

17

22

Series 10

15

16

Series 11

16

16

Series 12

23

23

Series 14

 46

 49

 

 

 

 

117

126

 

 

 

 

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

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

 

2012

2011

Series 7

$      -

$      -

Series 9

-

-

Series 10

-

-

Series 11

-

-

Series 12

9,241

9,241

Series 14

160,733

160,733

 

 

 

 

$169,974

$169,974

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS - Continued

During the three months ended June 30, 2012 the Partnership disposed of one Operating Partnership. A summary of the disposition by Series for June 30, 2012 is as follows:

 

Operating Partnership Interest Transferred

 

Sale of Underlying Operating Partnership

 

Partnership Proceeds from Disposition

 

Gain/(Loss) on Disposition

Series 7

-

 

-

 

$

-

 

$

-

Series 9

-

 

1

 

 

156,000

 

 

156,000

Series 10

-

 

-

 

 

-

 

 

-

Series 11

-

 

-

 

 

-

 

 

-

Series 12

-

 

-

 

 

-

 

 

-

Series 14

-

 

-

 

 

-

 

 

-

Total

-

 

1

 

$

156,000

 

$

156,000

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

 

Operating Partnership Interest Transferred

 

Sale of Underlying Operating Partnership

 

Partnership Proceeds from Disposition

 

Gain/(Loss) on Disposition

Series 7

-

 

-

 

$

-

 

$

-

Series 9

2

 

-

 

 

140,000

 

 

140,000

Series 10

-

 

-

 

 

-

 

 

-

Series 11

-

 

-

 

 

54,381

 

 

54,381

Series 12

-

 

-

 

 

44,097

 

 

44,097

Series 14

1

 

1

 

 

397,317

 

 

397,317

Total

3

 

1

 

$

635,795

 

$

635,795

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

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

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,

(Unaudited)

 

                2012

                2011

 

 

 

Revenues

 

 

 

Rental

$  5,654,601

$  5,904,418

 

Interest and other

    193,092

    137,976

 

  5,847,693

  6,042,394

 

 

 

Expenses

 

 

 

Interest

974,373

898,220

 

Depreciation and amortization

1,244,184

1,409,074

Operating expenses

  4,108,570

  4,296,128

 

  6,327,127

  6,603,422

 

 

 

NET LOSS

$  (479,434)

$  (561,028)

 

 

 

 

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



$  (474,639)



$  (555,418)

 

 

 

 

 

 

 

Net loss allocated to other partners

$    (4,795)

$    (5,610)

 

 

 

*Amounts include $474,639 and $555,418 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

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

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED CONDENSED SUMMARIZED STATEMENTS OF OPERATIONS
Three Months Ended March 31,

(Unaudited)

Series 7

 

                2012

                2011

 

 

 

Revenues

 

 

 

Rental

$          -

$          -

 

Interest and other

          -

          -

 

          -

          -

 

 

 

Expenses

 

 

 

Interest

-

-

 

Depreciation and amortization

-

-

Operating expenses

          -

          -

 

          -

          -

 

 

 

NET LOSS

$          -

$          -

 

 

 

 

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



$          -



$          -

 

 

 

 

 

 

 

Net loss allocated to other partners

$          -

$          -

 

 

 

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

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

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 9

 

                 2012

            2011

 

 

 

Revenues

 

 

 

Rental

$    897,305

$  1,141,919

 

Interest and other

     41,883

    26,543

 

   939,188

  1,168,462

 

 

 

Expenses

 

 

 

Interest

175,071

190,508

 

Depreciation and amortization

209,938

287,777

 

Operating expenses

   701,585

   777,709

 

  1,086,594

  1,255,994

 

 

 

NET LOSS

$  (147,406)

$   (87,532)

 

 

 

 

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



$  (145,932)



$   (86,657)

 

 

 

 

 

 

 

Net loss allocated to other partners

$    (1,474)

$     (875)

 

 

 

*Amounts include $145,932 and $86,657 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

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

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 10

 

                 2012

            2011

 

 

 

Revenues

 

 

 

Rental

$   604,485

$   637,868

 

Interest and other

     9,314

     8,555

 

   613,799

   646,423

 

 

 

Expenses

 

 

 

Interest

88,609

92,961

 

Depreciation and amortization

140,346

150,454

 

Operating expenses

   469,533

   492,287

 

   698,488

   735,702

 

 

 

NET LOSS

$  (84,689)

$  (89,279)

 

 

 

 

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



$  (83,842)



$  (88,386)

 

 

 

 

 

 

 

Net loss allocated to other partners

$     (847)

$     (893)

 

 

 

*Amounts include $83,842 and $88,386 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 11

 

                2012

            2011

 

 

 

Revenues

 

 

Rental

$    873,242

$    811,788

 

Interest and other

     35,110

     11,533

 

    908,352

    823,321

 

 

 

Expenses

 

 

 

Interest

150,064

91,059

 

Depreciation and amortization

198,220

197,148

 

Operating expenses

    632,821

    572,534

 

    981,105

    860,741

 

 

 

NET LOSS

$   (72,753)

$   (37,420)

 

 

 

 

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



$   (72,025)



$   (37,046)

 

 

 

 

 

 

 

Net loss allocated to other partners

$      (728)

$      (374)

 

 

 

*Amounts include $72,025 and $37,046 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

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

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2012

(Unaudited)


NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 12

 

               2012

            2011

 

 

 

Revenues

 

 

 

Rental

$    927,417

$    908,254

 

Interest and other

     45,518

     50,090

 

    972,935

    958,344

 

 

 

Expenses

 

 

 

Interest

155,159

155,312

 

Depreciation and amortization

193,648

191,612

 

Operating expenses

    648,017

    662,105

 

    996,824

  1,009,029

 

 

 

NET LOSS

$   (23,889)

$   (50,685)

 

 

 

 

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



$   (23,650)



$   (50,178)

 

 

 

 

 

 

 

Net loss allocated to other partners

$      (239)

$      (507)

 

 

 

*Amounts include $23,650 and $50,178 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

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

 

 

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2012

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

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

Series 14

 

                2012

            2011

 

 

 

Revenues

 

 

 

Rental

$  2,352,152

$  2,404,589

 

Interest and other

     61,267

     41,255

 

  2,413,419

  2,445,844

 

 

 

Expenses

 

 

 

Interest

405,470

368,380

 

Depreciation and amortization

502,032

582,083

 

Operating expenses

  1,656,614

  1,791,493

 

  2,564,116

  2,741,956

 

 

 

NET LOSS

$  (150,697)

$  (296,112)

 

 

 

 

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



$  (149,190)



$  (293,151)

 

 

 

 

 

 

 

Net loss allocated to other partners

$    (1,507)

$    (2,961)

 

 

 

*Amounts include $149,190 and $293,151 for 2012 and 2011, respectively, of loss not recognized under the equity method of accounting.

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

 

Boston Capital Tax Credit Fund II Limited Partnership

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

NOTE E - TAXABLE LOSS

The taxable loss for the calendar year ended June 30, 2012 is expected to differ from its loss for financial reporting purposes. This is primarily due to accounting differences in depreciation incurred by the Operating Partnerships and also differences between the equity method of accounting and the IRS accounting methods.

NOTE F - INCOME TAXES

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

 

Boston Capital Tax Credit Fund II Limited Partnership

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

NOTE G - PLAN OF LIQUIDATION

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

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

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

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

NOTE H - SUBSEQUENT EVENT

The Partnership has entered into agreements to sell the interests in six Operating Partnerships. The estimated sale price and other terms for the disposition of the Operating Partnerships have been determined. The estimated proceeds to be received for the Operating Partnerships is $54,000. The estimated gain on sales of the Operating Partnerships is $38,250 and the sales are expected to be recognized in the second quarter of the fiscal year ending in 2013. During the second quarter of the fiscal year ending in 2013, the Partnership received additional proceeds of $10,500 for one of the previously disposed of Operating Partnerhips.

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

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements including our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. These statements are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created by these acts. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, for example, the factors identified in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2012. Although we believe that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate, and there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

Liquidity

The Partnership's primary source of funds was the proceeds of its Public Offering. Other sources of liquidity include (i) interest earned on capital contributions unpaid for the three months ended June 30, 2012 or on working capital reserves and (ii) cash distributions from operations of the Operating Partnerships in which the Partnership has invested. These sources of liquidity, along with the Partnership's working capital reserve, are available to meet the obligations of the Partnership. The Partnership does not anticipate significant cash distributions from operations of the Operating Partnerships.

The Partnership has recognized other income for the three months ended June 30, 2012 and 2011 in the amount of $19,960 and $12,758. The balance represents distributions received from Operating Partnerships, which the Partnership normally records as a decrease in the Investment in Operating Partnerships. Due to the equity method of accounting, the Partnership has recorded these distributions as other income.

The Partnership is currently accruing the partnership management fee.  Partnership management fees accrued during the quarter ended June 30, 2012 were $201,724 and total partnership management fees accrued as of June 30, 2012 were $20,890,880. During the quarter ended June 30, 2012, the Partnership did not pay any accrued partnership management fees. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Partnership receives proceeds from sales of the Operating Partnerships, which will be used to satisfy these liabilities. The Partnership's working capital and sources of liquidity coupled with affiliated party liability accruals allow sufficient levels of liquidity to meet the third party obligations of the Partnership.  The Partnership is currently unaware of any trends that would create insufficient liquidity to meet future third party obligations of the Partnership.

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

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

Capital Resources

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

As of June 30, 2012 the Partnership had $1,846,795 remaining in cash and cash equivalents. Below is a table, which provides, by series, the equity raised, number of BACs sold, final date BACs were offered, number of properties acquired, and cash and cash equivalents.

 

 

Series

 

Equity

BACs 

Sold

Final Close Date

Number of 

Properties

Cash and Cash Equivalents

7

$ 10,361,000

1,036,100

12/29/89

-

$        -

9

41,574,018

4,178,029

05/04/90

17

484,007

10

24,288,997

2,428,925

08/24/90

15

597,817

11

24,735,002

2,489,599

12/27/90

16

208,930

12

29,710,003

2,972,795

04/30/91

23

172,858

14

 55,728,997

 5,574,290

01/27/92

 46

   383,183

 

 

 

 

 

 

 

$186,398,017

18,679,738

 

117

$1,846,795

 

 

 

 

 

 

Reserve balances are remaining proceeds less outstanding capital contribution obligations, which have not been advanced or loaned to the Operating Partnerships. The reserve balances for Series 9,10,11,12 and 14 as of June 30, 2012 are $484,007, $597,817, $208,930, $163,617 and $222,450, respectively.

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

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Results of Operations

As of June 30, 2012 and 2011 the Partnership held limited partnership interests in 117 and 126 Operating Partnerships, respectively. In each instance the apartment complex owned by the applicable Operating Partnership is eligible for the federal housing tax credit. Initial occupancy of a unit in each apartment complex which initially complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective apartment complexes are described more fully in the Prospectus or applicable report on Form 8-K. The general partner believes that there is adequate casualty insurance on the properties.

The Partnership incurs an annual partnership management fee to the general partner of the Partnership and/or its affiliates in an amount equal to 0.5% of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of various partnership management and reporting fees paid by the Operating Partnerships. The partnership management fees incurred and the reporting fees paid by the Operating Partnerships for the three months ended June 30, 2012 are as follows:

3 Months
Gross

Management Fee


3 Months
Reporting Fee

3 Months Management Fee

Net of Reporting Fee

Series 7

$       -

$       -

$       -

Series 9

33,916

1,417

32,499

Series 10

23,094

2,714

20,380

Series 11

29,658

4,256

25,402

Series 12

32,628

6,892

25,736

Series 14

  82,428

  18,028

  64,400

 

$ 201,724

$  33,307

$ 168,417

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

 

(Series 7)

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

(Series 9)

As of June 30, 2012 and 2011, the average Qualified Occupancy for the series was 100%. The series had a total of 17 properties at June 30, 2012, all of which were at 100% Qualified Occupancy.

For the periods ended June 30, 2012 and 2011, Series 9 reflects loss from Operating Partnerships of $(147,406) and $(87,532), respectively, which includes depreciation and amortization of $209,938 and $287,777, respectively. This is an interim period estimate; it is not indicative of the final year end results.

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

Glenwood Hotel Investors (Glenwood Hotel) is a 36-unit single room occupancy development located in Porterville, CA. The property has historically operated with high occupancy. Through the first quarter of 2012, the property continued to maintain strong occupancy and as of June 30, 2012 occupancy was 95%. However, despite the continued strong occupancy, the property is operating below breakeven. To maintain a high occupancy level and to be competitive in the market, it is necessary to keep rental rates very low. The low rents have resulted in the below breakeven operations. The management company continues to market available units to the housing authority as well as performing various outreach efforts to attract qualified residents. The operating general partner continues to fund deficits as needed. The mortgage, insurance and payables are current. On December 31, 2005, the 15-year low income housing tax credit compliance period expired with respect to Glenwood Hotel Investors LP.

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

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

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

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

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

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

In July 2012, the investment general partner transferred its interest in Big Lake Seniors Apartments to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $520,555 and cash proceeds to the investment partnership of $9,000. Of the total proceeds received, $2,625 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $6,375 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In July 2012, the investment general partner transferred its interest in Blanco Seniors Apartments to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $487,964 and cash proceeds to the investment partnership of $9,000. Of the total proceeds received, $2,625 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $6,375 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In July 2012, the investment general partner transferred its interest in Pleasanton, Limited to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $574,131 and cash proceeds to the investment partnership of $9,000. Of the total proceeds received, $2,625 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $6,375 were returned to cash reserves held by Series 9. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

South Paris Heights Associates Limited Partnership (Hill Street Commons I) is a 25-unit, one-building apartment complex for elderly residents located in South Paris, Maine. The property operated below breakeven in 2011 due to increased utility and maintenance expenses. Management reports that the elevator and sprinkler systems have become increasingly expensive to maintain. Management has a well-funded replacement reserve and is waiting for USDA-Rural Development to approve a release from the reserves to reimburse certain 2011 expenses. The property was 100% occupied as of June 30, 2012, and management is preparing to submit a rent increase request to USDA-Rural Development to be effective October 1, 2012. Should both the replacement reserve disbursement and rent increase be approved by USDA-Rural Development, the investment limited partner anticipates that the property will operate above breakeven. On December 31, 2007, the 15-year low income housing tax credit compliance period expired with respect to this partnership.

(Series 10)

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

For the periods ended June 30, 2012 and 2011, Series 10 reflects net loss from Operating Partnerships of $(84,689) and $(89,279), respectively, which includes depreciation and amortization of $140,346 and $150,454, respectively. This is an interim period estimate; it is not indicative of the final year end results.

Meadowbrook Properties II LP (Meadowbrook Lane Apartments) is a 50-unit property located in Americus, GA. The property has operated below breakeven for several years with occupancy averaging below 90%. Through the fourth quarter of 2011 occupancy improved to an average of 92%. During the second quarter, occupancy averaged 96% but the property continues to operate below breakeven. Due to the age of the property, maintenance expenses remain very high in order to maintain its physical condition. Deficits are being funded by accruing the related party management fee. On December 31, 2004, the 15-year low income housing tax credit compliance period expired with respect to Meadowbrook Properties II, LP.

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

(Series 11)

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

For the periods ended June 30, 2012 and 2011, Series 11 reflects net loss from Operating Partnerships of $(72,753) and $(37,420), respectively, which includes depreciation and amortization of $198,220 and $197,148, respectively. This is an interim period estimate; it is not indicative of the final year end results.

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

South Fork Heights, LTD (South Fork Heights Apartments) is a 48-unit family property in South Fork, CO and is financed by Rural Development. The original operating general partner was replaced in January 2011 at the request of Rural Development. The property is in poor physical condition. The new operating general partner advanced funds for new carpet, vinyl and paint in the units. Average occupancy was 89% during 2011, and is 85% through the second quarter of 2012. Elevated maintenance expenses and the low occupancy in the first half of 2011 contributed to below breakeven operations for the year. Through the second quarter of 2012 operations continue to be below breakeven. Rural Development approved the property to receive a Multi-Family Housing Preservation and Revitalization Restructuring Program (MPR) Loan in 2008, but would not lend the funds while the previous operating general partner was still involved in the project. The new operating general partner received a commitment from Rural Development for the MPR Loan; however, the loan amount is insufficient to complete the needed property improvements. The operating general partner feels it has exhausted all potential options for financing and has been unsuccessful in securing additional funds. Consequently, the operating general partner is requesting that its interest be transferred to a nonprofit entity that will have access to different funding sources. The transfer is currently being reviewed and due diligence is being performed on the nonprofit entity. On December 31, 2005, the 15-year low income housing tax credit compliance period expired with respect to South Fork Heights, LTD.

(Series 12)

As of June 30, 2012 and 2011 the average Qualified Occupancy for the series was 100%. The series had a total of 23 properties at June 30, 2012, all of which were at 100% Qualified Occupancy.

For the periods ended June 30, 2012 and 2011, Series 12 reflects net loss from Operating Partnerships of $(23,889) and $(50,685), respectively, which includes depreciation and amortization of $193,648 and $191,612, respectively. This is an interim period estimate; it is not indicative of the final year end results.

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

Briarwick Apartments Limited, A KY Limited Partnership (Briarwick Apartments) is a 40-unit family property located in Nicholasville, KY. The property has operated below breakeven for the past several years due to low occupancy. Occupancy has been a challenge due to the property's advanced age and new market competitors. Rural Development approved a workout plan in the third quarter of 2011 to stabilize the property and replenish the replacement reserve account in approximately three years. The two main components of the workout plan are rental rate increases and increasing the monthly Replacement Reserve deposit. In 2011, occupancy improved averaging 91%. Management implemented a rent increase of $30 per unit which took effect on October 1, 2011. In 2012, occupancy is averaging 88% with operations above breakeven status. Management has informed the investment general partner of a 5-year capital improvement schedule beginning in 2012. The schedule involves spending an average of $9,340 annually on improvements. The property performed above breakeven each month of the first quarter of 2012. The mortgage, real estate tax and insurance payments are current. The operating general partner's obligation to fund deficits is limited to $50,840 per year. The operating general partner continues to advance funds as needed and accrue its affiliated property management fee. On December 31, 2005, the 15-year low income housing tax credit compliance period expired.

BB&L Enterprises (Uptown Apartments) is a 16-unit elderly property in Salyersville, Kentucky. In 2010 and 2011 the property performed below breakeven due to low occupancy and high operating expenses. In 2011 the average physical occupancy was 94%. In 2012, average occupancy is 88% with operations just at breakeven status. Maintenance and property insurance expenses are high due to the old age of the property. On December 31, 2005 the 15-year low income housing tax credit compliance period expired.

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

(Series 14)

As of June 30, 2012 and 2011 the average Qualified Occupancy for the series was 100%. The series had a total of 46 properties at June 30, 2012, all of which were at 100% Qualified Occupancy.

For the periods ended June 30, 2012 and 2011, Series 14 reflects net loss from Operating Partnerships of $(150,697) and $(296,112), respectively, which includes depreciation and amortization of $502,032 and $582,083 respectively. This is an interim period estimate; it is not indicative of the final year end results.

In July 2012, the investment general partner transferred its interest in Cottonwood Apartments II, A LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $784,477 and cash proceeds to the investment partnership of $9,000. Of the total proceeds received, $2,625 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $6,375 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

Davis Village Apartments Limited, LP (Davis Village Apartments) is a 44-unit family property located in Davis, OK. Rural Development approved a $25-$30 rent increase on all unit types effective January 1, 2010. Despite the rent increase, a decrease in occupancy caused operations to fall below breakeven in 2010. The operating general partner placed a new property manager on the site in an effort to improve performance and developed a marketing plan to increase occupancy in 2011. In 2011, occupancy averaged 95% and the property operated at breakeven. Through the second quarter of 2012, the property has generated cash due to stabilized occupancy and a decrease in maintenance costs. Occupancy was 89% as of June 30, 2012. The operating general partner continues to fund any operating deficits. The mortgage, taxes, and insurance payments are all current. On December 31, 2007, the 15-year low income housing tax credit compliance period expired with respect to Davis Village Apartments Limited, LP.

Prague Village Apartments Limited, LP (Prague Village Apartments) is an 8-unit family property located in Prague, OK. Rural Development approved a $45-55 rent increase on all units effective January 1, 2010 that was projected to bring operations above breakeven. However, low occupancy and high maintenance expenses caused the property to suffer a cash flow deficit in 2010. In 2011, the operating general partner placed a new property manager on the site in an effort to improve performance. The property operated slightly above breakeven and occupancy averaged 84% in 2011. Through the second quarter of 2012, the property is operating above breakeven. Occupancy was strong at 100% as of June 30, 2012. The operating general partner continues to fund all operating deficits. The mortgage, taxes, and insurance payments are all current. On December 31, 2007, the 15-year low income housing tax credit compliance period expired with respect to Prague Village Apartments Limited, LP.

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

Titusville Apartments Limited Partnership (Titusville Apartments) is a 30-unit apartment complex located in Titusville, Pennsylvania. The Operating Partnership has historically operated below breakeven due to the lack of subsidy on six of the 30 units. During 2011, management reduced the management fee and reduced the full-time manager to part-time. With these cost savings in place, the property operated at breakeven in 2011, and is operating above breakeven through the second quarter of 2012. Management continues to advertise with three web-based vendors, Apartment Smart, My New Place, and Apartment Guide.com, as well as placing weekly advertisements in the local newspaper. All tax, mortgage and insurance payments are current. On December 31, 2006, the 15-year low income housing tax credit compliance period expired with respect to Titusville Apartment Limited Partnership.

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

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

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

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

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

In July 2012, the investment general partner transferred its interest in Colorado City Seniors to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $513,991 and cash proceeds to the investment partnership of $9,000. Of the total proceeds received, $2,625 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $6,375 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In July 2012, the investment general partner transferred its interest in Hughes Springs Seniors Apartments to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $746,096 and cash proceeds to the investment partnership of $9,000. Of the total proceeds received, $2,625 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of approximately $6,375 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

 

 

Off Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), which require the Partnership to make various estimates and assumptions. The following section is a summary of some aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of the Partnership's financial condition and results of operations. The Partnership believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.

The Partnership is required to assess potential impairments to its long-lived assets, which are primarily investments in limited partnerships. The Partnership accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Partnership does not control the operations of the Operating Partnerships. The purpose of an impairment analysis is to verify that the real estate investment balance reflected on the balance sheet does not exceed the value of the underlying investments.

If the book value of the Partnership's investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future Low-Income Housing Credits allocable to the Partnership and the estimated residual value to the Partnership, the Partnership reduces its investment in the Operating Partnership.

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

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

Recent Accounting Changes

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

 

Item 3

Quantitative and Qualitative Disclosure About Market Risk

 

 

 

Not Applicable

Item 4

Controls & Procedures

 

 

 

 

(a)

Evaluation of Disclosure Controls and Procedures

 

 

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

 

 

 

 

(b)

Changes in Internal Controls

 

 

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

 

 

 

 

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

 

 

 

None

 

 

Item 1A.

Risk Factors

 

 

 

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

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

None

 

 

Item 3.

Defaults upon Senior Securities

 

 

 

None

 

 

Item 4.

Mine Safety Disclosures

 

 

 

Not Applicable

 

 

Item 5.

Other Information

 

 

 

None

 

 

Item 6.

Exhibits 

 

 

 

(a)Exhibits

 

 

 

 

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

 

 

 

 

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

 

 

 

 

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

 

 

 

 

 

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

 

 

 

 

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

 

 

SIGNATURES


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

 

 

 

 

Boston Capital Tax Credit Fund II Limited Partnership

 

 

 

 

By:

Boston Capital Associates II Limited
Partnership, General Partner

 

 

 

 

 

By:

BCA Associates Limited Partnership,
General Partner

 

 

 

 

 

By:

C&M Management, Inc.,
General Partner

 

 

 

 

Date: August 14, 2012

/s/ John P. Manning

 

John P. Manning

 

 

 





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

DATE:

SIGNATURE:

TITLE:

August 14, 2012

/s/ John P. Manning
John P. Manning

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



DATE:

SIGNATURE:

TITLE:

August 14, 2012

/s/ Marc N. Teal
Marc N. Teal

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