BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIP - FORM 10-Q - August 14, 2012

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

      For the quarterly period ended June 30, 2012

                                             or

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

For the transition period from _______ to _______

Commission file number        0-17679

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

Delaware

04-3006542

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)

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

                   (617) 624-8900                   

(Registrant's telephone number, including area code)

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

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

Yes ý

No o

Indicate by check mark whether the registrant has submitted electronically and

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

Yes 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 o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company ý

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

Yes o

No ý

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 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 1 5

Condensed Balance Sheets Series 2 6

Condensed Balance Sheets Series 3 7

Condensed Balance Sheets Series 4 8

Condensed Balance Sheets Series 5 9

Condensed Balance Sheets Series 6 10

CONDENSED Statements of Operations three months 11

Condensed Three Months Operations Series 1 *

Condensed Three Months Operations Series 2 *

Condensed Three Months Operations Series 3 *

Condensed Three Months Operations Series 4 15

Condensed Three Months Operations Series 5 16

Condensed Three Months Operations Series 6 17

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

Condensed Partners' Capital (Deficit) Series 1 19

Condensed Partners' Capital (Deficit) Series 2 19

Condensed Partners' Capital (Deficit) Series 3 20

Condensed Partners' Capital (Deficit) Series 4 20

Condensed Partners' Capital (Deficit) Series 5 21

Condensed Partners' Capital (Deficit) Series 6 21

CONDENSED Statements of Cash Flows 22

Condensed Cash Flows Series 1 *

Condensed Cash Flows Series 2 24

Condensed Cash Flows Series 3 25

Condensed Cash Flows Series 4 26

Condensed Cash Flows Series 5 27

Condensed Cash Flows Series 6 28











 

 

 

 

 

 

 

 

 

 

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

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 *

Note C Related Party Transactions 30

Note D Investments 32

COMBINED CONDENSED STATEMENTS OF OPERATION 34

Combined Condensed Statements Series 1 35

Combined Condensed Statements Series 2 36

Combined Condensed Statements Series 3 37

Combined Condensed Statements Series 4 38

Combined Condensed Statements Series 5 39

Combined Condensed Statements Series 6 40

Note E Taxable Loss 41

Note F Income Taxes 41

Note G Plan of Liquidation 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 50

Recent Accounting Changes 51

Item 3. Quantitative and Qualitative Disclosures About Market Risk 52

Item 4. Controls and Procedures 52

Part II Other Information 53

Item 1. Legal Proceedings 53

Item 1A. Risk Factors 53

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 53

Item 3. Defaults Upon Senior Securities 53

Item 4. Mine Safety Disclosures 53

Item 5. Other Information 53

Item 6. Exhibits 53

Signatures 54

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

 

 

 

June 30,

2012

March 31,

2012

ASSETS

Cash and cash equivalents


$    218,199


$    219,878

 



 

$    218,199

$    219,878

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable affiliates (note C)

$  2,872,441

$  2,864,506

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
  Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   9,800,600 issued and 9,775,100

outstanding  







(2,394,882)







(2,385,364)

General Partner

  (259,360)

  (259,264)

 


(2,654,242)


(2,644,628)

 


$    218,199


$    219,878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 1

 

 

 

June 30,

2012

March 31,

2012

ASSETS

Cash and cash equivalents


$           -


$           -

 

 

 

 

$           -

$           -

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable affiliates (note C)

$           -

$           -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
  Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   1,299,900 issued and 1,296,900
   outstanding  







-







-

General Partner

           -

           -

 


           -


           -

 


$           -


$           -

 

 

 

 

 

 



The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 2

 

 

 

June 30,

2012

March 31,

2012

ASSETS

Cash and cash equivalents


$           -


$           -

 

 

 

 

$           -

$           -

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable affiliates (note C)

$           -

$           -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   830,300 issued and 829,800
   outstanding  







-







-

General Partner

           -

           -

 


           -


           -

 


$           -


$           -

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 3

 

 

 

June 30,

2012

March 31,

2012

ASSETS

Cash and cash equivalents


$    218,199


$    219,878

 



 

$    218,199

$    219,878

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable affiliates (note C)

$  2,872,441

$  2,864,506

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   2,882,200 issued and 2,864,200
   outstanding 







(2,394,882)







(2,385,364)

General Partner

  (259,360)

  (259,264)

 


(2,654,242)


(2,644,628)

 


$    218,199


$    219,878

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 4

 

 

 

June 30,

2012

March 31,

2012

ASSETS

Cash and cash equivalents


$           -


$           -

 

 

 

 

$           -

$           -

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable affiliates (note C)

$           -

$           -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   2,995,300 issued and 2,991,300
   outstanding  







-







-

General Partner

           -

           -

 


           -


           -

 


$           -


$           -

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 5

 

 

 

June 30,

2012

March 31,

2012

ASSETS

Cash and cash equivalents


$           -


$           -

 

 

 

 

$           -

$           -

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable affiliates (note C)

$           -

$           -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

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






-






-

General Partner

           -

           -

 


           -


           -

 


$           -


$           -

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED BALANCE SHEETS

(Unaudited)

Series 6

 

 

 

June 30,

2012

March 31,

2012

ASSETS

Cash and cash equivalents


$           -


$           -

 

 

 

 

$           -

$           -

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable affiliates (note C)

$           -

$           -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

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






-






-

General Partner

           -

           -

 


           -


           -

 


$           -


$           -

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS


Three Months Ended June 30,
(Unaudited)

 


     2012


     2011

 

 

 

 

 

Income

 

 

 

 

  Interest income

$       55

 

$     4,401

 

  Miscellaneous income

       52

 

         -

 

 


      107

 


     4,401

 

Expenses

 

 

 

 

  Professional fees

-

 

1,779

 

  Partnership management fees, net (Note C)

5,760

 

26,684

 

  General and administrative fees

    3,961

 

    12,058

 

  


    9,721

 


    40,521

 

 

 

 

 

 

  NET LOSS

$  (9,614)

 

$  (36,120)

 

 

 

 

 

 

Net loss allocated to assignees

$  (9,518)

 

$  (35,758)

 

 

 

 

 

 


Net loss allocated to general partner


$     (96)

 


$     (362)

 

 

 

 

 

 

Net loss per BAC

$    (.00)

 

$     (.00)

 

 

 

 

 

 







The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 1


     2012


     2011

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        -

 

$        29

 

Miscellaneous income

        -

 

         -

 


        -


        29

Expenses

 

 

 

 

  Professional fees

-

 

331

 

  Partnership management fees, net (Note C)    

-

 

5,016

 

  General and administrative fees

        -

 

     2,173

 

  


        -

 


     7,520

 

 

 

 

 

 

  NET LOSS

$        -

 

$   (7,491)

 

 

 

 

 

 

Net loss allocated to assignees

$        -

 

$   (7,416)

 

 

 

 

 

 


Net loss allocated to general partner


$        -

 


$      (75)

 

 

 

 

 

 

Net loss per BAC

$        -

 

$     (.01)

 

 

 

 

 

 

 












The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 2


     2012


     2011

 

 

 

 

Income

 

 

 

 Interest income

$        -

$     1,525

 

 Miscellaneous income

        -

         -

 

 


        -


     1,525

 

Expenses

 

 

 

 Professional fees

-

306

 

 Partnership management fees, net  (Note C)

-

5,245

 

 General and administrative fees

        -

     1,933

 

 


        -


     7,484

 

 

 

 

 

  NET LOSS

$        -

$   (5,959)

 

 

 

 

 

Net loss allocated to assignees

$        -

$   (5,899)

 

 

 

 

 


Net loss allocated to general partner


$        -


$      (60)

 

 

 

 

 

Net loss per BAC

$        -

$     (.01)

 

 

 

 

 















The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 3


      2012


       2011

 

 

 

 

 

Income

 

 

 

 

  Interest income

$       55

 

$      192

 

  Miscellaneous income

       52

 

        -

 

 


      107

 


      192

 

Expenses

 

 

 

 

  Professional fees

-

 

441

 

  Partnership management fees, net (Note C)

5,760

 

7,515

 

  General and administrative expenses

    3,961

 

    3,252

 

  


    9,721

 


   11,208

 

 

 

 

 

 

  NET LOSS

$  (9,614)

 

$ (11,016)

 

 

 

 

 

 

Net loss allocated to assignees

$  (9,518)

 

$ (10,906)

 

 

 

 

 

 


Net loss allocated to general partner


$     (96)

 


$    (110)

 

 

 

 

 

 

Net loss per BAC

$    (.00)

 

$    (.00)

 

 

 

 

 

 

 







The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 4


      2012


       2011

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        -

 

$     2,248

 

  Miscellaneous income

        -

 

         -

 

 


        -

 


     2,248

 

Expenses

 

 

 

 

  Professional fees

-

 

423

 

  Partnership management fees, net  (Note C)

-

 

5,167

 

  General and administrative fees

        -

 

     3,013

 

  


        -

 


     8,603

 

 

 

 

 

 

  NET LOSS

$        -

 

$   (6,355)

 

 

 

 

 

 

Net loss allocated to assignees

$        -

 

$   (6,291)

 

 

 

 

 

 


Net loss allocated to general partner


$        -

 


$      (64)

 

 

 

 

 

 

Net loss per BAC

$        -

 

$     (.00)

 

 

 

 

 

 

 











The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,
(Unaudited)

Series 5


      2012


       2011

 

 

 

Income

 

 

  Interest income

$        -

$       407

  Miscellaneous income

        -

         -

 


        -

       407

Expenses

 

 

  Professional fees

-

278

  Partnership management fees, net (Note C)

-

3,741

  General and administrative fees

        -

     1,687

  


        -


     5,706

 

 

 

  NET LOSS

$        -

$   (5,299)

 

 

 

Net loss allocated to assignees

$        -

$   (5,246)

 

 

 


Net loss allocated to general partner


$        -


$      (53)

Net loss per BAC

$        -

$     (.01)

 

 

 

















The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

(Unaudited)

Series 6


      2012


       2011

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        -

 

$        -

 

  Miscellaneous income

        -

 

        -

 

 


        -

 


        -

 

Expenses

 

 

 

 

  Professional fees

-

 

-

 

  Partnership management fees, net (Note C)

-

 

-

 

  General and administrative expenses

        -

 

        -

 

  


        -

 


        -

 

 

 

 

 

 

  NET LOSS

$        -

 

$        -

 

 

 

 

 

 

Net loss allocated to assignees

$        -

 

$        -

 

 

 

 

 

 


Net loss allocated to general partner


$        -

 


$        -

 

Net loss per BAC

$        -

 

$        -

 

 





 

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Three Months Ended June 30, 2012

(Unaudited)



Assignees



General
Partner





Total

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$(2,385,364)



$  (259,264)



$(2,644,628)

 

 

 

 

Net loss

    (9,518)

       (96)

    (9,614)

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$(2,394,882)



$  (259,360)



$(2,654,242)

 

 

 

 



























The accompanying notes are an integral part of these condensed statements

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Three Months Ended June 30, 2012

(Unaudited)

 


Assignees

General
Partner

Total

Series 1

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$          -



$          -



$          -

 

 

 

 

Net loss

          -

          -

          -

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$          -



$          -



$          -

 

 

 

 

 

 

 

 

Series 2

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$          -



$          -



$          -

 

 

 

 

Net loss

          -

          -

          -

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$          -



$          -



$          -

 

 

 

 











The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Three Months Ended June 30, 2012

(Unaudited)

 


Assignees

General
Partner

Total

Series 3

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$(2,385,364)



$  (259,264)



$(2,644,628)

 

 

 

 

Net loss

    (9,518)

       (96)

    (9,614)

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$(2,394,882)



$  (259,360)



$(2,654,242)

 

 

 

 

 

 

 

 

Series 4

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$          -



$          -



$          -

 

 

 

 

Net loss

          -

          -

          -

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$          -



$          -



$          -

 

 

 

 









 

The accompanying notes are an integral part of these condensed statements

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Three Months Ended June 30, 2012

(Unaudited)

 


Assignees

General
Partner

Total

Series 5

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$          -



$          -



$          -

 

 

 

 

Net loss

          -

          -

          -

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$          -



$          -



$          -

 

 

 

 

Series 6

 

 

 

Partners' capital
(deficit)
  April 1, 2012



$          -



$          -



$          -

 

 

 

 

Net loss

          -

          -

          -

 

 

 

 

Partners' capital
(deficit),
  June 30, 2012



$          -



$          -



$          -












The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS


Three Months Ended June 30,

(Unaudited)

 

     2012

       2011

Cash flows from operating activities:

 

 

 

 

 

   Net loss

$    (9,614)

$   (36,120)

   Adjustments to reconcile net loss to
     net cash used in operating
     activities

 

 

   Changes in assets and liabilities

 

 

    Increase in accounts
        payable affiliates


      7,935


     16,618

 

 

 

    Net cash used in operating activities

    (1,679)

   (19,502)

 

 

 

   DECREASE IN CASH AND CASH EQUIVALENTS

(1,679)

(19,502)

 

 

 

   Cash and cash equivalents, beginning

    219,878

  3,031,943

 

 

 

   Cash and cash equivalents, ending

$    218,199

$  3,012,441

 

 

 

 

The accompanying notes are an integral part of these condensed statements

 

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS


Three Months Ended June 30,

(Unaudited)


Series 1

    2012

       2011

Cash flows from operating activities:

 

 

 

 

 

   Net loss

$        -

$   (7,491)

   Adjustments to reconcile net loss to
     net cash used in operating
     activities

 

 

   Changes in assets and liabilities

 

 

    Increase in accounts
        payable affiliates


        -


     6,403

 

 

 

    Net cash used in operating activities

        -

   (1,088)

 

 

 

   DECREASE IN CASH AND CASH EQUIVALENTS

-

(1,088)

 

 

 

   Cash and cash equivalents, beginning

        -

    32,556

 

 

 

   Cash and cash equivalents, ending

$        -

$    31,468

 

 

 


The accompanying notes are an integral part of these condensed statements

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)

Series 2

 

     2012

       2011

Cash flows from operating activities:

 

 

 

 

 

   Net loss

$        -

$   (5,959)

   Adjustments to reconcile net loss to
     net cash used in operating
     activities

 

 

   Changes in assets and liabilities

 

 

    Increase in accounts
        payable affiliates


        -


         -

 

 

 

    Net cash used in operating activities

        -

   (5,959)

 

 

 

   DECREASE IN CASH AND CASH EQUIVALENTS

-

(5,959)

 

 

 

   Cash and cash equivalents, beginning

        -

 1,074,536

 

 

 

   Cash and cash equivalents, ending

$        -

$ 1,068,577

 

 

 


The accompanying notes are an integral part of these condensed statements

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)


Series 3

 

     2012

       2011

Cash flows from operating activities:

 

 

 

 

 

   Net loss

$   (9,614)

$  (11,016)

   Adjustments to reconcile net loss to
     net cash used in operating
     activities

 

 

   Changes in assets and liabilities

 

 

    Increase in accounts
        payable affiliates


     7,935


    10,215

 

 

 

    Net cash used in operating activities

   (1,679)

     (801)

 

 

 

   DECREASE IN CASH AND CASH EQUIVALENTS

(1,679)

(801)

 

 

 

   Cash and cash equivalents, beginning

   219,878

   209,814

 

 

 

   Cash and cash equivalents, ending

$   218,199

$   209,013

 

 

 


The accompanying notes are an integral part of these condensed statements

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)


Series 4

 

     2012

       2011

Cash flows from operating activities:

 

 

 

 

 

   Net loss

$        -

$   (6,355)

   Adjustments to reconcile net loss to
     net cash used in operating
     activities

 

 

   Changes in assets and liabilities

 

 

    Increase in accounts
        payable affiliates


        -

          -

 

 

 

    Net cash used in operating activities

        -

    (6,355)

 

 

 

   DECREASE IN CASH AND CASH EQUIVALENTS

-

(6,355)

 

 

 

   Cash and cash equivalents, beginning

        -

  1,269,589

 

 

 

   Cash and cash equivalents, ending

$        -

$  1,263,234

 

 

 

The accompanying notes are an integral part of these condensed statements

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)

Series 5

 

     2012

       2011

Cash flows from operating activities:

 

 

 

 

 

   Net loss

$        -

$   (5,299)

   Adjustments to reconcile net loss to
     net cash used in operating
     activities

 

 

   Changes in assets and liabilities

 

 

    Increase in accounts
        payable affiliates


        -


         -

 

 

 

    Net cash used in operating activities

        -

   (5,299)

 

 

 

   DECREASE IN CASH AND CASH EQUIVALENTS

-

(5,299)

 

 

 

   Cash and cash equivalents, beginning

        -

   445,448

 

 

 

   Cash and cash equivalents, ending

$        -

$   440,149

 

 

 

The accompanying notes are an integral part of these condensed statements

Boston Capital Tax Credit Fund Limited Partnership

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended June 30,

(Unaudited)


Series 6

 

     2012

       2011

Cash flows from operating activities:

 

 

 

 

 

   Net loss

$        -

$       -

   Adjustments to reconcile net loss to
     net cash used in operating
     activities

 

 

   Changes in assets and liabilities

 

 

    Increase in accounts
        payable affiliates


        -


        -

 

 

 

    Net cash used in operating activities

        -

        -

 

 

 

   DECREASE 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 Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2012

(Unaudited)

 

NOTE A - ORGANIZATION

Boston Capital Tax Credit Fund Limited Partnership (the "Partnership") was formed under the laws of the State of Delaware as of September 1, 1988, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating partnerships which have acquired, developed, rehabilitated, operate and own newly constructed, existing or rehabilitated low-income apartment complexes ("Operating Partnerships"). On August 22, 1988, American Affordable Housing VI Limited Partnership changed its name to Boston Capital Tax Credit Fund Limited Partnership. Effective as of June 1, 2001 there was a restructuring, and as a result, the Partnership's general partner was reorganized as follows. The general partner of the Partnership continues to be Boston Capital Associates Limited Partnership, a Massachusetts limited partnership. The general partner of the general partner of the Partnership is BCA Associates Limited Partnership, a Massachusetts limited partnership whose sole general partner is C&M Management, Inc., a Massachusetts corporation whose limited partners are Herbert F. Collins and John P. Manning. Mr. Manning is the principal of Boston Capital Partners, Inc. The limited partner of the general partner is Capital Investment Holdings, a general partnership whose partners are officers and employees of Boston Capital Partners, Inc. and its affiliates. The assignor limited partner is BCTC Assignor Corp., a Delaware corporation which is now wholly-owned by John P. Manning.

Pursuant to the Securities Act of 1933, the Partnership filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective August 29, 1988, which covered the offering (the "Public Offering") of the Partnership's beneficial assignee certificates ("BACs") representing assignments of units of the beneficial interest of the limited partnership interest of the assignor limited partner. The Partnership registered 10,000,000 BACs at $10 per BAC for sale to the public in six series. Offers and sales of BACs in Series 1 through Series 6 of the Partnership were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989. The Partnership sold 1,299,900 of Series 1 BACs, 830,300 of Series 2 BACs, 2,882,200 of Series 3 BACs, 2,995,300 of Series 4 BACs, 489,900 of Series 5 BACs and 1,303,000 of Series 6 BACs. As of June 30, 2012 1,296,900 of Series 1 BACs, 829,800 of Series 2 BACs, 2,864,200 of Series 3 BACs, 2,991,300 of Series 4 BACs, 489,900 of Series 5 BACs and 1,303,000 of Series 6 BACs, respectively, are outstanding. The Partnership is no longer offering and does not intend to offer any additional BACs.



 

 

 






Boston Capital Tax Credit Fund Limited Partnership

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

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

NOTE C - RELATED PARTY TRANSACTIONS

The Partnership has entered into several transactions with various affiliates of the general partner of the Partnership, including Boston Capital Holdings LP, Boston Capital Partners, Inc. and Boston Capital Asset Management Limited Partnership.

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

 

Boston Capital Tax Credit Fund Limited Partnership

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

NOTE C - RELATED PARTY TRANSACTIONS (continued)

An annual partnership management fee based on .375 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships has been accrued to Boston Capital Asset Management Limited Partnership. Since reporting fees collected by the series were added to reserves and not paid to Boston Capital Asset Management Limited Partnership, the amounts accrued are not net of reporting fees received. The partnership management fees accrued for the quarters ended June 30, 2012 and 2011 are as follows:

 

2012

2011

Series 1

$      -

$  5,016

Series 2

-

5,418

Series 3

7,935

10,215

Series 4

-

5,367

Series 5

-

3,837

Series 6

      -

      -

$  7,935

$ 29,853

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

 

2012

2011

Series 1

$       -

$       -

Series 2

-

  5,418

Series 3

-

-

Series 4

-

   5,367

Series 5

-

3,837

Series 6

       -

       -

$       -

$  14,622

 

 

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

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

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At June 30, 2012 and 2011, the Partnership had limited partnership interests in 7 and 18 Operating Partnerships, respectively, which own operating apartment complexes as follows:

Series

2012

2011

1

-

4

2

-

1

3

7

9

4

-

3

5

-

1

6

 -

 -

 

 7

18

Under the terms of the Partnership's investment in each Operating Partnership, the Partnership was required to make capital contributions to the Operating Partnerships. These contributions were payable in installments over several years upon each Operating Partnership achieving specified levels of construction and/or operations. At June 30, 2012 and 2011, all capital contributions had been paid.

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

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

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

During the three months ended June 30, 2012 and 2011 the Partnership did not dispose of any Operating Partnerships.

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

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

The combined condensed unaudited summarized statements of operations of the Operating Partnerships for the three months ended March 31, 2012 and 2011 are as follows:



Boston Capital Tax Credit Fund 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

$  351,073

$ 1,057,752

   Interest and other

   12,509

    80,421

 

 

 

 

  363,582

 1,138,173

 

 

 

Expenses

 

 

   Interest

30,167

254,226

   Depreciation and amortization

78,181

257,357

   Operating expenses

  308,931

   944,727

 


  417,279


 1,456,310

 

 

 

NET LOSS

$ (53,697)

$ (318,137)

 

 

 

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



$ (53,160)



$ (314,956)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$    (537)


$   (3,181)

 

 

 

 

 

 

 

 

* Amounts include $53,160 and $314,956 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 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 1

 

           2012

           2011

 

 

 

Revenues

 

 

   Rental

$        -

$   186,264

   Interest and other

        -

     6,291

 

 

 

 

        -

   192,555

 

 

 

Expenses

 

 

   Interest

-

24,661

   Depreciation and amortization

-

50,886

   Operating expenses

        -

   169,423

 


        -


   244,970

 

 

 

NET LOSS

$        -

$  (52,415)

 

 

 

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



$        -



$  (51,891)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$        -


$     (524)

 

 

 

 

 

 

 

 

* Amounts include $0 and $51,891 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 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 2

 

           2012

           2011

 

 

 

Revenues

 

 

   Rental

$        -

$   201,823

   Interest and other

        -

    37,467

 

 

 

 

        -

   239,290

 

 

 

Expenses

 

 

   Interest

-

93,022

   Depreciation and amortization

-

41,468

   Operating expenses

        -

   186,138

 


        -


   320,628

 

 

 

NET LOSS

$        -

$  (81,338)

 

 

 

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



$        -



$  (80,525)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$        -


$     (813)

 

 

 

 

 

 

 

* Amounts include $0 and $80,525 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 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 3

 

           2012

           2011

 

 

 

Revenues

 

 

   Rental

$  351,073

$  415,010

   Interest and other

   12,509

    9,031

 

 

 

 

  363,582

  424,041

 

 

 

Expenses

 

 

   Interest

30,167

50,590

   Depreciation and amortization

78,181

98,971

   Operating expenses

  308,931

  373,940

 


  417,279


  523,501

 

 

 

NET LOSS

$ (53,697)

$ (99,460)

 

 

 

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



$ (53,160)



$ (98,465)

 

 

 

Net loss allocated to other 
   partners


$    (537)


$    (995)

 

 

 

 

 

 

 

 

* Amounts include $53,160 and $98,465 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 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 4

 

           2012

           2011

 

 

 

Revenues

 

 

   Rental

$        -

$  142,405

   Interest and other

        -

    6,794

 

 

 

 

        -

  149,199

 

 

 

Expenses

 

 

   Interest

-

34,216

   Depreciation and amortization

-

42,968

   Operating expenses

        -

  111,700

 


        -


  188,884

 

 

 

NET LOSS

$        -

$ (39,685)

 

 

 

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



$        -



$ (39,288)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$        -


$    (397)

 

 

 

 

* Amounts include $0 and $39,288 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 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 5

 

           2012

           2011

 

 

 

Revenues

 

 

   Rental

$        -

$   112,250

   Interest and other

        -

    20,838

 

 

 

 

        -

   133,088

 

 

 

Expenses

 

 

   Interest

-

51,737

   Depreciation and amortization

-

23,064

   Operating expenses

        -

   103,526

 


        -


   178,327

 

 

 

NET LOSS

$        -

$  (45,239)

 

 

 

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



$        -



$  (44,787)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$        -


$     (452)

 

 

 

 

 

* Amounts include $0 and $44,787 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 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 6

 

           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 
Limited Partnership *



$        -



$        -

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$        -


$        -

 

 

 

 

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

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

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

June 30, 2012
(Unaudited)

NOTE E - TAXABLE LOSS

The Partnership's taxable loss for the calendar year ended December 31, 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 Limited Partnership

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

June 30, 2012
(Unaudited)


NOTE G - PLAN OF LIQUIDATION

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

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

Since the approval of the Plan by the BAC holders, we have continued to seek to sell the assets of the Partnership and use the sales proceeds and/or other Partnership funds to pay all expenses in connection with such sales, pay or make provision for payment of all Partnership obligations and liabilities, including accrued fees and unpaid loans to the General Partner, and distribute the remaining assets as set forth in the Partnership Agreement. We expected to complete the sale of the apartment complexes approximately three to four years after the BAC holders' approval of the Plan, which was April 27, 2007. However, the liquidation has taken longer than expected and the final liquidating distribution will occur months after all of the apartment complexes have been sold.

A special allocation of net income (loss) between the assignees and general

partner has been made due to the liquidation of assets and the wind up of the

business of certain series.

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

 

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

The Partnership is currently accruing the annual partnership management fee. Partnership management fees accrued during the quarter ended June 30, 2012 were $7,935 and total partnership management fees accrued as of June 30, 2012 were $2,398,807. 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. During the quarter ended June 30, 2012 none of the accrued partnership management fees were paid. The Partnership's working capital and sources of liquidity coupled with affiliated party liability accruals allow sufficient levels of liquidity to meet the third party obligations of the Partnership. The Partnership is currently unaware of any trends which would create insufficient liquidity to meet future third party obligations of the Partnership.

As of June 30, 2012, an affiliate of the general partner of the Partnership advanced a total of $473,634 to the Partnership to pay various operating expenses of the Partnership, and to make advances and/or loans to Operating Partnerships. These advances are included in Accounts payable-affiliates. Below is a summary, by series, of the total advances made to date.

 

Three Months Ended

Total

Series 3

$      -

$473,634

 

$      -

$473,634

 

 

 

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

 

 

 

 

 

Capital Resources

The Partnership offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on August 29, 1988. The Partnership received and accepted subscriptions for $97,746,940 representing 9,800,600 BACs from investors admitted as BAC Holders in Series 1 through Series 6 of the Partnership. Offers and sales of BACs in Series 1 through Series 6 of the Partnership were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989. At June 30, 2012 and 2011 the Partnership had limited partnership equity interests in 7 and 18 Operating Partnerships, respectively.

As of June 30, 2012, the Partnership had $218,199 remaining in cash and cash equivalents. Below is a table which provides, by series, the equity raised, number of BACs sold, final date BACs were offered, number of properties acquired, and cash and cash equivalents.

 

Series

Equity

BACs

Final Close Date

Number of 

Properties

Proceeds 

Remaining

1

$12,999,000

1,299,900

12/18/88

-

$        -

2

8,303,000

830,300

03/30/89

-

-

3

28,822,000

2,882,200

03/14/89

7

218,199

4

29,788,160

2,995,300

07/07/89

-

-

5

4,899,000

489,900

08/22/89

-

-

6

12,935,780

1,303,000

09/29/89

 -

        -

 

 

 

 

 

 

 

$97,746,940

9,800,600

 

 7

$  218,199

 

Results of Operations

At June 30, 2012 and 2011, the Partnership held limited partnership interests in 7 and 18 Operating Partnerships, respectively. In each instance the apartment complex owned by the applicable Operating Partnership is eligible for the federal housing tax credit. Initial occupancy of a unit in each apartment complex which initially complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective apartment complexes are described more fully in the Prospectus or applicable report on Form 8-K. The general partner of the Partnership believes that there is adequate casualty insurance on the properties.

The Partnership incurs an annual partnership management fee to the general partner of the Partnership and/or its affiliates in an amount equal to 0.375% of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of various partnership management and reporting fees paid by the Operating Partnerships. The partnership management fees incurred and the reporting fees paid by the Operating Partnerships for the three 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 1

$     -

$     -

$      -

Series 2

-

-

-

Series 3

7,935

2,175

5,760

Series 4

-

-

-

Series 5

-

-

-

Series 6

     -

     -

      -

$ 7,935

$ 2,175

$  5,760

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

Series 1

As of June 30, 2011, the average Qualified Occupancy for the series was 100%. The series had no properties at June 30, 2012.

For the three month periods ended June 30, 2012 and 2011, Series 1 reflects a net loss from Operating Partnerships of $0 and $(52,415), respectively, which includes depreciation and amortization of $0 and $50,886, respectively. This is an interim period estimate and it is not indicative of the final year end results.

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

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

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

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

Series 2

As of June 30, 2011, the average Qualified Occupancy for the series was 100%. The series had no properties at June 30, 2012.

For the three month periods ended June 30, 2012 and 2011, Series 2 reflects a net loss from Operating Partnerships of $0 and $(81,338), respectively, which includes depreciation and amortization of $0 and $41,468, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In December 2011, the investment general partner of American Affordable Housing Fund III, Series 2 and Series 5 transferred their respective interests in Annadale Housing Partners to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $13,785,001 and cash proceeds to the investment partnerships of $0. There were no remaining proceeds returned to cash reserves held by AAH III, Series 2 or Series 5, respectively. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded as of December 31, 2011.

Series 3

As of June 30, 2012 and 2011, the average Qualified Occupancy for the series was 100% and 98.66%, respectively. The series had a total of seven properties at June 30, 2012, all of which were at 100% Qualified Occupancy.

For the three month periods ended June 30, 2012 and 2011, Series 3 reflects a net loss from Operating Partnerships of $(53,697) and $(99,460), respectively, which includes depreciation and amortization of $78,181 and $98,971, respectively. This is an interim period estimate and it is not indicative of the final year end results.

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

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

Series 4

As of June 30, 2011, the average Qualified Occupancy for the series was 100%. The series had no properties at June 30, 2012.

For the three month periods ended June 30, 2012 and 2011, Series 4 reflects a net loss from Operating Partnerships of $0 and $(39,685), respectively, which includes depreciation and amortization of $0 and $42,968, respectively. This is an interim period estimate and it is not indicative of the final year end results.

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

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

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

Series 5

As of June 30, 2011, the average Qualified Occupancy for the series was 100%. The series had no properties at June 30, 2012.

For the three month periods ended June 30, 2012 and 2011, Series 5 reflects a net loss from Operating Partnerships of $0 and $(45,239), respectively, which includes depreciation and amortization of $0 and $23,064, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In December 2011, the investment general partner of American Affordable Housing Fund III, Series 2 and Series 5 transferred their respective interests in Annadale Housing Partners to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $13,785,001 and cash proceeds to the investment partnerships of $0. There were no remaining proceeds returned to cash reserves held by AAH III, Series 2 or Series 5, respectively. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain or loss on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded as of December 31, 2011.


Series 6

The series did not have any properties as of June 30, 2012 and 2011. As a result, net loss from Operating Partnerships, which include depreciation and amortization, is $0 for all periods presented.

Principal Accounting Policies and Estimates

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

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

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

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 Disclosures 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 were effective to ensure that information relating tp 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 with respect to each series individually, as well as the Partnership as a whole.

 

 

 

 

(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 Limited Partnership 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 Limited Partnership

 

 

 

 

By:

Boston Capital Associates Limited
Partnership, General Partner

 

 

 

 

 

By:

BCA Associates Limited Partnership,
General Partner

 

 

 

 

 

By:

C&M Management, Inc.,
General Partner

 

 

 

 

Date: August 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 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 Assignor Corp.

BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIP Reports