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EX-31.A - EXHIBIT 31.A - BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIPv413056_ex31a.htm
EX-31.B - EXHIBIT 31.B - BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIPv413056_ex31b.htm
EX-32.A - EXHIBIT 32.A - BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIPv413056_ex32a.htm
EX-32.B - EXHIBIT 32.B - BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIPv413056_ex32b.htm
EX-13 - EXHIBIT 13 - BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIPv413056_ex13.htm

  

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended March 31, 2015 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

 

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

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

None

 

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

Title of class

Beneficial Assignee Certificates

 

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

Yes ¨                        No x

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

Yes ¨                        No x

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

Yes x                        No ¨

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

Yes x                        No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions 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 x

 

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

Yes ¨                        No x

 

DOCUMENTS INCORPORATED BY REFERENCE

 

The following documents of the Fund are incorporated by reference:

 

None.

 

 
 

 

BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP
Form 10-K ANNUAL REPORT
FOR THE YEAR ENDED MARCH 31, 2015

TABLE OF CONTENTS

 

  PART I  
     
Item 1. Business 3
Item 1A. Risk Factors 6
Item 1B. Unresolved Staff Comments 8
Item 2. Properties 8
Item 3. Legal Proceedings 18
Item 4. Mine Safety Disclosures 18
     
  PART II  
     
Item 5. Market for the Partnership's Limited Partnership Interests, Related Partnership Matters and Issuer Purchases of Partnership Interests 19
Item 6. Selected Financial Data 19
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 20
Item 7a. Quantitative and Qualitative Disclosure About Market Risk 42
Item 8. Financial Statements and Supplementary Data 42
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 42
Item 9a. Controls and Procedures 43
     
  PART III  
     
Item 10. Directors, Executive Officers and Corporate Governance of the Partnership 44
Item 11. Executive Compensation 46
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 47
Item 13. Certain Relationships and Related Transactions, and Director Independence 48
Item 14. Principal Accountant Fees and Services 49
     
  PART IV  
Item 15. Exhibits and Financial Statement Schedules 50
     
  Signatures 52

 

2
 

 

PART I

 

Item 1.Business

 

Organization

 

Boston Capital Tax Credit Fund II Limited Partnership (the "Partnership") is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act as of June 28, 1989. 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. John P. Manning is the principal of Boston Capital Partners, Inc. and C&M Management 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.

 

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

 

A Registration Statement on Form S-11 and the related prospectus, (together with each subsequently filed prospectus, the "Prospectus") was filed with the Securities and Exchange Commission and became effective October 25, 1989 in connection with a public offering ("Offering") in Series 7, 9 through 12, and 14. The Partnership raised $186,337,517 representing a total of 18,679,738 BACs in six series. The Partnership completed sales of BACs in all Series on January 27, 1992.

 

Description of Business

 

The Partnership's principal business is to invest as a limited partner in other limited partnerships (the "Operating Partnerships"), each of which owns or leases and operates an apartment complex exclusively or partially for low- and moderate-income tenants. Each Operating Partnership in which the Partnership invested owns apartment complexes that are completed, newly constructed, under construction or rehabilitation, or to-be constructed or rehabilitated, and which are expected to receive Government Assistance.

 

3
 

 

Each apartment complex has qualified for the low-income housing tax credit under Section 42 of the Code (the "Federal Housing Tax Credit"), thereby providing tax benefits over a period of twelve years in the form of tax credits which investors may use to offset income, subject to strict limitations, from other sources. Certain of the apartment complexes also qualified for the historic rehabilitation tax credit under Section 47 of the Code (the "Rehabilitation Tax Credit"). Section 236 (f) (ii) of the National Housing Act, as amended, in Section 101 of the Housing and Urban Development Act of 1965, as amended, each provide for the making by HUD of rent supplement payments to low income tenants in properties which receive other forms of federal assistance such as tax credits. The payments for each tenant, which are made directly to the owner of their property, generally are in such amounts as to enable the tenant to pay rent equal to 30% of the adjusted family income. Some of the apartment complexes in which the Partnership has invested are receiving such rent supplements from HUD. HUD has been in the process of converting rent supplement assistance to assistance paid not to the owner of the apartment complex, but directly to the individuals. At this time, the Partnership is unable to predict whether Congress will continue rent supplement programs payable directly to owners of the apartment complexes.

 

As of March 31, 2015, the Partnership had invested in a total of 59 Operating Partnerships; 0 Operating Partnerships on behalf of Series 7, 9 Operating Partnerships on behalf of Series 9, 7 Operating Partnerships on behalf of Series 10, 10 Operating Partnerships on behalf of Series 11, 10 Operating Partnerships on behalf of Series 12, and 23 Operating Partnerships on behalf of Series 14. A description of these Operating Partnerships is set forth in Item 2 herein.

 

The business objectives of the Partnership are to:

 

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

 

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

 

(3)provide capital appreciation (except with respect to the Partnership's investment in certain non-profit Operating Partnerships) through increases in value of the Partnership's investments and, to the extent applicable, equity buildup through periodic payments on the mortgage indebtedness with respect to the apartment complexes;

 

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

 

(5)provide, on a current basis and to the extent available, cash distributions from the operations of the apartment complexes (no significant amount of which is anticipated).

 

Employees

 

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

 

4
 

 

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. Liquidation is not imminent, and as such, we have not prepared these financial statements under the liquidation basis of accounting.

 

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

 

5
 

 

Item 1A.Risk Factors

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Each housing complex is subject to mortgage indebtedness. If an Operating Partnership failed to pay its mortgage, it could lose its housing complex in foreclosure. If foreclosure were to occur during the first 15 years of the existence of the Partnership, the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of previously claimed Low Income Housing Tax

Credits, and a loss of our investment in the housing complex would occur. To the extent the Operating Partnerships receive government financing or operating subsidies, they may be subject to one or more of the following risks:

 

-difficulties in obtaining rent increases;
-limitations on cash distributions;

 

6
 

 

-limitations on sales or refinancing of Operating Partnerships;
-limitations on transfers of interests in Operating Partnerships;
-limitations on removal of local general partners;
-limitations on subsidy programs; and
-possible changes in applicable regulations.

 

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

 

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

 

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

 

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

 

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

 

Investors may have tax liability in excess of cash.

 

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

 

Investors may not receive cash if apartment complexes are sold.

 

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

 

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

 

-The necessity of obtaining the consent of the operating general partners;
-The necessity of obtaining the approval of any governmental agency(ies) providing government assistance to the apartment complex; and
-The uncertainty of the market.

 

7
 

 

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

 

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

 

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

 

Item 1B.Unresolved Staff Comments

 

Not applicable.

 

Item 2.Properties

 

The Partnership has acquired a limited partnership interest in each of the 59 Operating Partnerships in 6 series identified in the table set forth below. In each instance the apartment complex owned by each of the Operating Partnerships is eligible for the Federal Housing Tax Credit. Initial occupancy of a unit in each apartment complex which complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to hereinafter 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 filed during the past fiscal year. The general partner believes that there is adequate casualty insurance on the properties.

 

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

 

8
 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 7

 

PROPERTY PROFILES AS OF MARCH 31, 2015

 

All properties in Series 7 have been disposed of.

 

9
 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 9

 

PROPERTY PROFILES AS OF MARCH 31, 2015

 

Property
Name
  Location  Units   Mortgage
Balance
As of
12/31/14
   Acq
Date
  Const
Comp
  Qualified
Occupancy
3/31/15
   Cap Con
Paid
Thru
3/31/15
 
                          
Fountain Green Apartments  Crestview, FL   24   $651,664   6/90  5/90   100%  $164,534 
                              
Garden Lake Apartments  Immokalee, FL   65    2,025,313   5/90  5/90   100%   577,529 
                              
Glenwood Hotel  Porterville, CA   36    373,048   6/90  6/90   100%   383,100 
                              
Grifton Manor Apts.  Grifton, NC   40    1,091,036   9/93  2/94   100%   261,645 
                              
Longmeadow Apartments  Skowhegan, ME   28    1,363,426   8/90  8/90   100%   284,000 
                              
Magnolia Lane Apartments  Bloomingdale, GA   48    1,355,481   5/90  3/90   100%   321,908 
                              
Pine Ridge Place  Polkton, NC   16    572,893   1/94  12/93   100%   114,730 
                              
Quail Hollow II  Raleigh, NC   36    2,205,797   7/90  9/90   100%   313,521 
                              
Village Oaks Apartments II  Live Oak, FL   24    669,344   6/90  2/90   100%   164,291 

 

10
 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 10

 

PROPERTY PROFILES AS OF MARCH 31, 2015

  

Property
Name
  Location  Units   Mortgage
Balance
As of
12/31/14
   Acq
Date
  Const
Comp
  Qualified
Occupancy
3/31/15
   Cap Con
Paid
Thru
3/31/15
 
                          
Athens Park Apartments  Athens,AL   48   $1,234,737   8/90  6/90   100%  $354,144 
                              
Autumn Lane Apartments  Washington, GA   24    677,224   8/89  11/90   100%   168,234 
                              
Cedarstone Apts.  Poplarville,MS   24    709,669   5/93  5/93   100%   180,800 
                              
Meadowbrook Lane Apartments  Americus,GA   50    1,349,388   9/90  3/90   100%   336,264 
                              
Stratford  Square Apartments  Brundidge, AL   24    695,739   10/92  2/93   100%   145,036 
                              
Summer  Glen Apartments  Immokalee,FL   45    1,349,301   11/92  3/93   100%   246,230 
                              
Woodside Apartments  Lisbon, ME   28    1,366,899   12/90  11/90   100%   397,630 

 

11
 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 11

 

PROPERTY PROFILES AS OF MARCH 31, 2015

 

Property
Name
  Location  Units   Mortgage
Balance
As of
12/31/14
   Acq
Date
  Const
Comp
  Qualified
Occupancy
3/31/15
   Cap Con
Paid
Thru
3/31/15
 
                          
Buckeye Senior Apartments  Buckeye, AZ   41   $1,229,149   12/90  8/90   100%  $311,480 
                              
Elmwood Manor Apartments  Eutaw, AL   47    1,497,940   5/93  12/93   100%   333,440 
                              
Farmerville Square Apts.  Farmerville, LA   32    897,016   1/91  4/91   100%   212,280 
                              
Holley Grove  Holley, NY   24    845,540   11/90  10/90   100%   207,360 
                              
Ivan Woods Senior Apts.  Delta Township, MI   90    2,239,809   2/91  4/91   100%   1,184,275 

 

12
 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 11

 

PROPERTY PROFILES AS OF MARCH 31, 2015

 

Continued

 

Property
Name
  Location  Units   Mortgage
Balance
As of
12/31/14
   Acq
Date
  Const
Comp
  Qualified
Occupancy
3/31/15
   Cap Con
Paid
Thru
3/31/15
 
                          
Lakewood Village Apartments  Lake Providence, LA   32   $885,769   1/91  5/91   100%  $223,827 
                              
Oatka Meadows  Warsaw, NY   24    845,260   11/90  6/90   100%   206,670 
                              
South Fork  Heights  South Fork, CO   48    1,324,337    2/91  2/91   100%   343,358 
                              
Twin Oaks Apartments  Allendale, SC   24    720,887   12/90  9/90   100%   206,888 
                              
Wildridge Apartments  Jesup, GA   48    1,228,514   1/91  4/91   100%   329,130 

 

13
 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 12

 

PROPERTY PROFILES AS OF MARCH 31, 2015

 

Property
Name
  Location  Units   Mortgage
Balance
As of
12/31/14
   Acq
Date
  Const
Comp
  Qualified
Occupancy
3/31/15
   Cap Con
Paid
Thru
3/31/15
 
                          
Bowman  Village Apartments   Bowman, GA   24   $615,359   6/91  10/91   100%  $139,879 
                              
Briarwick Apartments  Nicholasville, KY   40    1,012,342   4/91  4/91   100%   323,941 
                              
Fox Run Apartments  Jesup, GA   24    396,190   12/91  7/92   100%   150,033 
                              
Hunters  Park Apartments  Tarboro, NC   40    1,299,353   5/91  4/91   100%   320,175 
                              
Ivan Woods Senior Apartments  Delta Township, MI   90    2,239,809   2/91  4/91   100%   778,688 
                              
Lakeridge Apartments  Eufala, AL   30    844,711   3/91  4/91   100%   186,780 
                              
Rockmoor Apartments  Banner Elk, NC   12    518,442   5/91  3/91   100%   95,818 
                              
Turner  Lane Apartments  Ashburn, GA   24    666,009   5/91  7/91   100%   147,090 
                              
Uptown Apartments  Salyersville, KY   16    479,340   5/91  3/91   100%   121,700 
                              
Villas of Lakeridge  Eufala, AL   18    490,265   3/91  3/91   100%   96,868 

 

14
 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2015

 

Property
Name
  Location  Units   Mortgage
Balance
As of
12/31/14
   Acq
Date
  Const
Comp
  Qualified
Occupancy
3/31/15
   Cap Con
Paid
Thru
3/31/15
 
                          
Ada Village Apts.  Ada, OK   44   $866,674   1/93  11/93   100%  $158,976 
                              
Blanchard Village Apts.  Blanchard, OK   8    189,251   1/93  7/93   100%   32,954 
                              
Brantwood Lane Apartments  Centreville, AL   36    1,056,495   7/91  9/91   100%   237,873 
                              
The Bridge Building  New York, NY   15    -   1/92  12/91   100%   1,037,770 
                              
Buchanan Court  Warren, PA   18    673,745   7/91  11/90   100%   160,600 
                              
Cedar  View Apartments  Brinkley, AR   32    1,159,448   5/92  10/92   100%   254,016 
                              
Cedarwood Apartments  Pembroke, NC   36    1,298,047   10/91  1/92   100%   326,310 
                              
Davis  Village Apts.  Davis, OK   44    994,211   1/93  9/93   100%   180,452 

 

15
 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2015

 

Continued

Property
Name
  Location  Units   Mortgage
Balance
As of
12/31/14
   Acq
Date
  Const
Comp
  Qualified
Occupancy
3/31/15
   Cap Con
Paid
Thru
3/31/15
 
                          
Devenwood Apartments  Ridgeland, SC   24   $798,174   7/92  1/93   100%  $186,000 
                              
Duncan Village Apts.  Duncan, OK   48    924,062   1/93  11/93   100%   172,005 
                              
Fairground Place Apts.  Bedford, KY   19    643,186   3/95  8/95   100%   176,963 
                              
Franklin  Vista III Apts.  Anthony, NM   28    853,916   1/92  4/92   100%   179,685 
                              
Friendship Village  Bel Air, MD   32    1,329,468   1/92  6/91   100%   226,000 
                              
Greenleaf Apartments  Bowdoinham, ME   21    1,040,638   11/91  8/92   100%   295,085 
                              
Kingfisher  Village Apts.  Kingfisher, OK   8    117,756   1/93  12/93   100%   24,365 
                              
Lexington  Village Apts.  Lexington, OK   8    177,147   1/93  11/93   100%   32,178 

 

16
 

 

Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2015

Continued

Property
Name
  Location  Units   Mortgage
Balance
As of
12/31/14
   Acq
Date
  Const
Comp
  Qualified
Occupancy
3/31/15
   Cap Con
Paid
Thru
3/31/15
 
                          
Maysville  Village Apts.  Maysville, OK   8   $183,886   1/93  10/93   100%  $33,726 
                              
Montague  Place Apartments  Caro, MI   28    1,049,175   12/91  12/91   100%   432,320 
                              
Newellton  Place Apartments  Newellton, LA   32    816,356   2/92  4/92   100%   190,600 
                              
Pineridge Elderly  Walnut Cove, NC   24    851,744   10/91  3/92   100%   199,311 
                              
Prague  Village Apts.  Prague, OK   8    90,991   1/93  3/93   100%   21,373 
                              
Snow Hill Ridge Apartments  Raleigh, NC   32    987,962     10/91    12/91   100%   307,524 
                              
Wynnewood  Village Apts.  Wynnewood, OK   16    379,995   1/93  11/93   100%   67,443 

 

17
 

 

Item 3.Legal Proceedings

 

None.

 

Item 4.Mine Safety Disclosures

 

Not Applicable.

 

18
 

 

PART II

 

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

 

(a)Market Information

 

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

 

(b)Approximate number of security holders

 

As of March 31, 2015, the Partnership has 10,531 registered BAC holders for an aggregate of 18,679,738 BACs which were offered at a subscription price of $10 per BAC.

 

The BACs were issued in series. Series 7 consists of 739 investors holding 1,036,100 BACs, Series 9 consists of 2,002 investors holding 4,178,029 BACs, Series 10 consists of 1,490 investors holding 2,428,925 BACs, Series 11 consists of 1,254 investors holding 2,489,599 BACs, Series 12 consists of 1,769 investors holding 2,972,795 BACs, and Series 14 consists of 3,277 investors holding 5,574,290 BACs at March 31, 2015.

 

(c)Dividend history and restriction

 

The Partnership has made no distributions of net cash flow to its BAC holders from its inception, June 28, 1989, through March 31, 2015.

 

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

 

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

 

During the year ended March 31, 2011, the Partnership made a return of equity distribution to the Series 10 BAC holders in the amount of $74,548. The distributions were the result of proceeds available from the sale or transfer of one or more Operating Partnerships.

 

During the year ended March 31, 2014, the Partnership made a return of equity distribution to the Series 14 BAC holders in the amount of $198,635. The distributions were the result of proceeds available from the sale or transfer of one or more Operating Partnerships.

 

Item 6.Selected Financial Data

 

Not Applicable.

 

19
 

 

Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

 

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements such as our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. Such statements are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, without limitation, the factors identified in Part I, Item 1A of this Report. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and, therefore, 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 the forward-looking statements included herein, the inclusion of such 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 the Offering. Other sources of liquidity include (i) interest earned on capital contributions unpaid as of March 31, 2015 and 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 is currently accruing the annual partnership management fee to enable each series to meet current and future third party obligations. During the fiscal year ended March 31, 2015 the Partnership accrued $441,357 and paid $4,008,284 in annual partnership management fees. As of March 31, 2015 the accrued partnership management fees totaled $14,922,778. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Partnership receives sale or refinancing proceeds from Operating Partnerships, and at that time proceeds from these sales or refinancing will be used to satisfy these liabilities. The Partnership anticipates that there will be sufficient cash to meet future third party obligations. The Partnership does not anticipate significant cash distributions in the long or short term from operations of the Operating Partnerships.

 

20
 

 

Affiliates of the general partner have advanced $153,188 to Series 12 to pay certain third party operating expenses and to fund advances to Operating Partnerships. These, and any additional advances, will be paid, without interest, from available cash flow, reporting fees, or the proceeds of the sale or refinancing of the Partnership's interest in Operating Partnerships. The Partnership anticipates that as the Operating Partnerships continue to mature, more cash flow and reporting fees will be generated. Cash flow and reporting fees will be added to the Partnership's working capital and will be available to meet future third party obligations of the Partnership. The Partnership is currently pursuing, and will continue to pursue, available cash flow and reporting fees and anticipates that the amount collected will be sufficient to cover third party operating expenses. Although the Partnership is in liquidation, we have sufficient cash to meet our anticipated current and ongoing operational expenses other than amounts payable to the general partner and its affiliates for asset management fees and advances. Additionaly, we do not expect the general partner or its affiliates to demand payment of these amounts prior to the liquidation of the Partnership pursuant to its Plan of Liquidation and Dissolution. The Partnership is currently pursuing, and will continue to pursue, available cash flow and reporting fees. No significant distributions of cash flow from the Operating Partnerships are anticipated on a long term or short term basis due to the restrictions on rents which apply to low-income apartment complexes.

 

Capital Resources

 

The Partnership offered BACs in the Offering declared effective by the Securities and Exchange Commission on October 25, 1989. The Partnership received and accepted subscriptions for $186,337,517 representing 18,679,738 BACs from investors admitted as BAC holders in Series 7, 9 through 12 and 14 of the Partnership.

 

Offers and sales of BACs in Series 7, 9 through 12, and 14 of the Partnership were completed and the last of the BACs in Series 14 were issued by the Partnership on January 27, 1992.

 

(Series 7). The Partnership commenced offering BACs in Series 7 on November 14, 1989. The Partnership had received and accepted subscriptions for $10,361,000, representing 1,036,100 BACs from investors admitted as BAC holders in Series 7. Offers and sales of BACs in Series 7 were completed and the last of the BACs in Series 7 were issued by the Partnership on December 29, 1989.

 

As of March 31, 2015, the net proceeds from the offer and sale of BACs in Series 7 had been used to invest in a total of 15 Operating Partnerships in an aggregate amount of $7,774,651, and the Partnership had completed payment of all installments of its capital contributions to the Operating Partnerships. As of March 31, 2015, all 15 of the properties had been disposed of. Cash and Cash Equivalents for Series 7 at March 31, 2015, represented $0 in working capital.

 

(Series 9). The Partnership commenced offering BACs in Series 9 on February 1, 1990. The Partnership had received and accepted subscriptions for $41,574,518, representing 4,178,029 BACs from investors admitted as BAC holders in Series 9. Offers and sales of BACs in Series 9 were completed and the last of the BACs in Series 9 were issued by the Partnership on April 30, 1990.

 

As of March 31, 2015, the net proceeds from the offer and sale of BACs in Series 9 had been used to invest in a total of 55 Operating Partnerships in an aggregate amount of $31,605,286, and the Partnership had completed payment of installments of its capital contributions to the Operating Partnerships. As of March 31, 2015, 46 of the properties had been disposed of and 9 remain. Cash and Cash Equivalents for Series 9 at March 31, 2015, represented $163,039 in working capital.

 

(Series 10). The Partnership commenced offering BACs in Series 10 on May 7, 1990. The Partnership had received and accepted subscriptions for $24,288,997 representing 2,428,925 BACs from investors admitted as BAC holders in Series 10. Offers and sales of BACs in Series 10 were completed and the last of the BACs in Series 10 were issued by the Partnership on August 24, 1990.

 

21
 

 

As of March 31, 2015, the net proceeds from the offer and sale of BACs in Series 10 had been used to invest in a total of 45 Operating Partnerships in an aggregate amount of $18,555,455, and the Partnership had completed payment of all installments of its capital contributions to the Operating Partnerships. As of March 31, 2015, 38 of the properties had been disposed of and 7 remain. Cash and Cash Equivalents for Series 10 at March 31, 2015, represented $205,732 in working capital.

 

(Series 11). The Partnership commenced offering BACs in Series 11 on September 17, 1990. The Partnership had received and accepted subscriptions for $24,735,002, representing 2,489,599 BACs in Series 11. Offers and sales of BACs in Series 11 were completed and the last of the BACs in Series 11 were issued by the Partnership on December 31, 1990.

 

As of March 31, 2015, the net proceeds from the offer and sale of BACs in Series 11 had been used to invest in a total of 40 Operating Partnerships in an aggregate amount of $18,894,372. As of March 31, 2015, 30 of the properties had been disposed of and 10 remain. The Partnership has completed payment of all installments of its capital contributions to the Operating Partnerships. Cash and Cash Equivalents for Series 11 at March 31, 2015, represented $211,756 in working capital.

 

(Series 12). The Partnership commenced offering BACs in Series 12 on February 1, 1991. The Partnership had received and accepted subscriptions for $29,649,003, representing 2,972,795 BACs in Series 12. Offers and sales of BACs in Series 12 were completed and the last of the BACs in Series 12 were issued by the Partnership on April 30, 1991.

 

During the fiscal year ended March 31, 2015, the Partnership did not use any of Series 12's net offering proceeds to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2015, the net proceeds from the offer and sale of BACs in Series 12 had been used to invest in a total of 53 Operating Partnerships in an aggregate amount of $22,356,179. As of March 31, 2015, 43 of the properties had been disposed of and 10 remain. The Partnership has completed payment of all installments of its capital contributions to 9 of the 10 remaining Operating Partnerships. At March 31, 2015, working capital of $150,780 consists of cash and cash equivalents less capital contributions payable.

 

(Series 14). The Partnership commenced offering BACs in Series 14 on May 20, 1991. The Partnership had received and accepted subscriptions for $55,728,997, representing 5,574,290 BACs in Series 14. Offers and sales of BACs in Series 14 were completed and the last of the BACs in Series 14 were issued by the Partnership on January 27, 1992.

 

During the fiscal year ended March 31, 2015, the Partnership did not use any of Series 14's net offering proceeds to pay installments of its capital contributions to the Operating Partnership. As of March 31, 2015 the net proceeds from the offer and sale of BACs in Series 14 had been used to invest in a total of 101 Operating Partnerships in an aggregate amount of $42,034,328. As of March 31, 2015, 78 of the properties had been disposed of and 23 remain. The Partnership has completed payment of all installments of its capital contributions to 13 of the remaining 23 Operating Partnerships. At March 31, 2015, working capital of $781,553 consists of cash and cash equivalents less capital contributions payable.

 

22
 

 

Results of Operations

 

The Partnership incurs an annual partnership management fee payable to its general partner 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 certain partnership management and reporting fees paid by the Operating Partnerships. The annual partnership management fee, net of reporting fees received, charged to operations for the fiscal years ended March 31, 2015 and 2014 was $223,649 and $350,343, respectively. 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 had a total of 0 properties at March 31, 2015 and 2014.

 

For the tax years ended December 31, 2014 and 2013, the series, in total, generated $0 and $0, respectively, in passive tax income that was passed through to the investors.

 

As of March 31, 2015 and 2014, Investments in Operating Partnerships for Series 7 was $0. Investments in Operating Partnerships were affected by the way the Partnership accounts for such investments, the equity method. By using the equity method the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

For the years ended March 31, 2015, and 2014, the net income (loss) for series 7 was $0 and $0, respectively.

 

(Series 9). As of March 31, 2015 and 2014, the average Qualified Occupancy for the series was 100%, respectively. The series had a total of 9 properties as of March 31, 2015, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2014 and 2013, the series, in total, generated $590,668 and $1,001,959, respectively, in passive tax income that was passed through to the investors.

 

As of March 31, 2015 and 2014, the Investments in Operating Partnerships for Series 9 were $0. Investments in Operating Partnerships were affected by the way the Partnership accounts for such investments, the equity method. By using the equity method the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

For the years ended March 31, 2015, and 2014, the net income (loss) for series 9 was $(29,822) and $(37,650), respectively. The major components of these amounts are the Partnership's share of income from Operating Partnership and the partnership management fee.

 

23
 

 

In December 2013, the investment general partner transferred its interest in South Paris Heights Associates, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,374,451 and cash proceeds to the investment partnership of $11,900. Of the total proceeds received, $3,000 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 include third party legal costs. The remaining proceeds of approximately $3,900 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 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 has been recorded in the amount of $3,900 as of December 31, 2013.

 

In July 2013, the investment general partner transferred its interest in Meadow Run LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $605,033 and cash proceeds to the investment partnership of $84,000. Of the total proceeds received, $1,528 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 include third party legal costs. The remaining proceeds of approximately $77,472 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 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 has been recorded in the amount of $77,472 as of September 30, 2013.

 

In April 2014, the operating general partner of Kristin Park Apartments Limited entered into an agreement to sell the property to an entity affiliated with the operating general partner and the transaction closed on November 14, 2014. The sales price of the property was $1,376,484, which included the outstanding mortgage balance of approximately $1,291,484 and cash proceeds to the investment partnership of $85,000. Of the total proceeds received by the investment partnership, $2,000 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 was paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $78,000 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 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 sale of the Operating Partnership has been recorded in the amount of $78,000 as of December 31, 2014.

 

24
 

 

The investment general partner will continue to monitor the following Operating Partnership because of operational or other issues. However, this Operating Partnership has exited its LIHTC compliance period and there is therefore no risk to past credit delivery.

 

Glenwood Hotel Investors

 

(Series 10). As of March 31, 2015 and 2014, the average Qualified Occupancy for the series was 100%. The series had a total of 7 properties at March 31, 2015, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2014 and 2013 the series, in total, generated $374,016 and $1,759,955, respectively, in passive tax income that was passed through to the investors.

 

As of March 31, 2015 and 2014, the Investments in Operating Partnerships for Series 10 was $0. Investments in Operating Partnerships were affected by the way the Partnership accounts for such investments, the equity method. By using the equity method the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

For the years ended March 31, 2015, and 2014, the net income (loss) for series 10 was $344,687 and $174,126, respectively. The major components of these amounts are the Partnership's share of income from Operating Partnership and the partnership management fee.

 

In February 2015, the investment general partner transferred their respective interests in Maidu Properties, A California Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $867,063 and cash proceeds to the investment partnerships of $347,534, $391,899, and $810,567 for Series 10, Series 11, and Series 14, respectively. Of the total proceeds received, $2,803, $3,160, and $6,537 for Series 10, Series 11, and Series 14, respectively, were paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $344,731, $388,739 and $804,030 were returned to cash reserves held by Series 10, Series 11, and Series 14, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment 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 has been recorded in the amount of $344,731, $388,739, and $804,030, as of March 31, 2015.

 

In July 2013, the investment general partner transferred its interest in Rosewood Village LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $611,772 and cash proceeds to the investment partnership of $60,530. Of the total proceeds received, $8,408 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 include third party legal costs. The remaining proceeds of approximately $47,122 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 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 has been recorded in the amount of $47,122 as of September 30, 2013.

 

In July 2013, the investment general partner transferred its interest in Ellaville Properties LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $738,026 and cash proceeds to the investment partnership of $105,000. Of the total proceeds received, $291 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 include third party legal costs. The remaining proceeds of approximately $99,709 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 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 has been recorded in the amount of $99,709 as of September 30, 2013.

 

In August 2013, the investment general partner sold its interest in Ackerman Housing, LP to and entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $398,000 and cash proceeds to the investment partnership of $72,000. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $67,000 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 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 sale of the Operating Partnership has been recorded in the amount of $67,000 as of September 30, 2013.

 

27
 

 

In September 2013, the investment general partner transferred its interest in Lambert Square LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $903,163 and cash proceeds to the investment partnership of $27,095. Of the total proceeds received, $6,678 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 include third party legal costs. The remaining proceeds of approximately $15,417 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 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 has been recorded in the amount of $15,417 as of September 30, 2013.

 

In September 2013, the investment general partner transferred its interest in Pinetree Manor LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $918,609 and cash proceeds to the investment partnership of $27,558. Of the total proceeds received, $1,530 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 include third party legal costs. The remaining proceeds of approximately $21,028 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 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 has been recorded in the amount of $21,028 as of September 30, 2013.

 

In December 2014, the investment general partner transferred its interest in Candlewick Place to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,144,978 and cash proceeds to the investment partnership of $80,000. Of the total proceeds received, $1,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $3,000 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $76,000 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 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 has been recorded in the amount of $76,000 as of December 31, 2014.

 

28
 

 

The investment general partner will continue to monitor the following Operating Partnerships because of operational or other issues. However, these Operating Partnerships have all exited their LIHTC compliance period and there is therefore no risk to past credit delivery.

 

Autumn Lane Limited Partnership
Meadowbrook Properties II, Limited Partnership
Stratford Square, Limited Partnership

 

(Series 11). As of March 31, 2015 and 2014, the average Qualified Occupancy for the series was 100%. The series had a total of 10 properties at March 31, 2015, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2014 and 2013, the series, in total, generated $1,228,847 and $381,469, respectively, in passive tax income that were passed through to the investors.

 

As of March 31, 2015 and 2014, Investments in Operating Partnerships for Series 11 was $0. Investments in Operating Partnerships were affected by the way the Partnership accounts for such investments, the equity method. By using the equity method the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

For the years ended March 31, 2015, and 2014, the net income (loss) for series 11 was $508,332 and $(95,260), respectively. The major components of these amounts are the Partnership's share of income from Operating Partnership and the partnership management fee.

 

In April 2013, the investment general partner transferred 49.99% of its interest in RPI Limited Partnership #18 to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,155,533 and cash proceeds to the investment partnership of $18,811. Of the proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $13,811 were returned to cash reserves held by Series 11. The remaining 50.01% investment limited partner interest in the Operating Partnership transferred in April 2014 for cash proceeds of $190, which were returned to the 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. In addition, the investment general partner on behalf of the investment partnership entered into a residual receipt promissory note (the 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 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expenses, was recorded in the amount of $13,811 as of June 30, 2013, and $190 as June 30, 2014.

 

29
 

 

On September 29, 2014 the operating general partner of Elderly Housing of Macon, Limited Partnership sold the property to an entity affiliated with the operating general partner. The sales price of the property was $1,607,344, which included the outstanding mortgage balance of approximately $1,452,382 and cash proceeds to the investment partnership of $154,962. Of the total proceeds received by the investment partnership, $38,877 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 was paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $111,085 were 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, was recorded in the amount of $111,085 as of September 30, 2014.

 

In December 2014, the investment general partner transferred its interest in Kaplan Manor Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $860,256 and cash proceeds to the investment partnership of $26,496. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $23,996 were 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expenses, was recorded in the amount of $23,996 as of December 31, 2014.

 

In December 2014, the investment general partner transferred its interest in Washington Manor Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $888,362 and cash proceeds to the investment partnership of $27,368. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $24,868 were 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expenses, was recorded in the amount of $24,868 as of December 31, 2014.

 

30
 

 

In February 2015, the investment general partner transferred their respective interests in Maidu Properties, A California Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $867,063 and cash proceeds to the investment partnerships of $347,534, $391,899, and $810,567 for Series 10, Series 11, and Series 14, respectively. Of the total proceeds received, $2,803, $3,160, and $6,537 for Series 10, Series 11, and Series 14, respectively, were paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $344,731, $388,739 and $804,030 were returned to cash reserves held by Series 10, Series 11, and Series 14, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment 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 has been recorded in the amount of $344,731, $388,739, and $804,030, as of March 31, 2015.

 

(Series 12). As of March 31, 2015 and 2014, the average Qualified Occupancy for the series was 100%. The series had a total of 10 properties at March 31, 2015, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2014 and 2013, the series, in total, generated $616,777 and $3,130,051, respectively, in passive tax income that were passed through to the investors.

 

As of March 31, 2015 and 2014, the Investments in Operating Partnerships for Series 12 was $0. Investments in Operating Partnerships were affected by the way the Partnership accounts for such investments, the equity method. By using the equity method the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

For the years ended March 31, 2015, and 2014, the net income (loss) for series 12 was $(10,347) and $693,634, respectively. The major components of these amounts are the Partnership's share of income from Operating Partnership and the partnership management fee.

 

31
 

 

In July 2013, the investment general partner transferred its interest in Hamilton Village LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $536,431 and cash proceeds to the investment partnership of $57,747. Of the total proceeds received, $5,134 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 include third party legal costs. The remaining proceeds of approximately $47,613 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 transfer of the Operating Partnership of the proceeds from the sale, net of the overhead and expenses, was recorded in the amount of $47,613 as of September 30, 2013.

 

In July 2013, the investment general partner transferred its interest in Laurel Village LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $623,908 and cash proceeds to the investment partnership of $70,200. Of the total proceeds received, $2,139 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 include third party legal costs. The remaining proceeds of approximately $63,061 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expenses, was recorded in the amount of $63,061 as of September 30, 2013.

 

In July 2013, the investment general partner transferred its interest in Carson Village, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $615,277 and cash proceeds to the investment partnership of $84,000. Of the total proceeds received, $1,292 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 include third party legal costs. The remaining proceeds of approximately $77,708 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expenses, was recorded in the amount of $77,708 as of September 30, 2013.

 

32
 

 

In July 2013, the investment general partner transferred its interest in Autumnwood Village LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $955,411 and cash proceeds to the investment partnership of $105,000. Of the total proceeds received, $1,995 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 include third party legal costs. The remaining proceeds of approximately $98,005 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expenses, was recorded in the amount of $98,005 as of September 30, 2013.

 

In September 2013, the investment general partner transferred its interest in Woodcrest Manor to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $664,106 and cash proceeds to the investment partnership of $19,923. Of the total proceeds received, $3,000 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 include third party legal costs. The remaining proceeds of approximately $11,923 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expenses, was recorded in the amount of $11,923 as of September 30, 2013.

 

In December 2013, the investment general partner transferred its interest in Ridgeway Court III, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $958,666 and cash proceeds to the investment partnership of $28,968. Of the total proceeds received, $1,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $25,468 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 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 has been recorded in the amount of $25,468 as of December 31, 2013.

 

33
 

 

In August 2013 the operating general partner of Prairie West Apartments III, LP entered into an agreement to sell the property to a non-affiliated entity of the operating general partner and the transaction closed on November 20, 2013. The sales price of the property was $1,000,000, which included the outstanding mortgage balance of approximately $620,000 and cash proceeds to the investment partnership of $200,000. 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, $5,000 was paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $193,500 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 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 sale of the Operating Partnership has been recorded in the amount of $193,500 as of December 31, 2013. In February 2014, the investment partnership received additional proceeds for its share of the Operating Partnership’s cash in the amount of $121,531, which were returned to the cash reserves held by Series 12.

 

In August 2013, the operating general partner of Crescent City Investment Group entered into an agreement to sell the property to an entity affiliated with the operating general partner and the transaction closed on November 20, 2013. The sales price of the property was $2,142,816, which included the outstanding mortgage balance of approximately $1,990,816 and cash proceeds to the investment partnership of $152,000. Of the total proceeds received by the investment partnership, $1,375 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 was paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of $145,625 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 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 sale of the Operating Partnership has been recorded in the amount of $145,625 as of December 31, 2013.

 

34
 

 

In December 2014, the investment general partner transferred its interest in Melville Plaza Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $824,349 and cash proceeds to the investment partnership of $25,427. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $22,927 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 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 has been recorded in the amount of $22,927 as of December 31, 2014.

 

In December 2014, the investment general partner transferred its interest in Oakleigh Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $845,207 and cash proceeds to the investment partnership of $26,054. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $23,554 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 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 has been recorded in the amount of $23,554 as of December 31, 2014.

 

In December 2014, the investment general partner transferred its interest in Oakwood Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $821,095 and cash proceeds to the investment partnership of $25,532. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $23,032 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 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 has been recorded in the amount of $23,032 as of December 31, 2014.

 

35
 

 

The investment general partner will continue to monitor the following Operating Partnerships because of operational or other issues. However, these Operating Partnerships have all exited their LIHTC compliance period and there is therefore no risk to past credit delivery.

 

Briarwick Apartments, Limited, A KY Limited Partnership
Jessup Limited Partnership

 

(Series 14). As of March 31, 2015 and 2014, the average Qualified Occupancy for the series was 100%, respectively. The series had a total of 23 properties at March 31, 2015, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2014 and 2013, the series, in total, generated $1,559,369 and $1,425,630, respectively, in passive tax income that were passed through to the investors.

 

As of March 31, 2015 and 2014, the Investments in Operating Partnerships for Series 14 was $0. Investments in Operating Partnerships were affected by the way the Partnership accounts for such investments, the equity method. By using the equity method the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

 

For the years ended March 31, 2015 and 2014, the net income (loss) for series 14 was $3,335,921 and $1,030,027, respectively. The major components of these amounts are the Partnership's share of income from Operating Partnership, the partnership management fee, and other income.

 

Lakeview Meadows LDHA L.P. (Lakeview Meadows) is a 53-unit elderly apartment complex located in Battle Creek, MI. On June 16, 2014, the property experienced a devastating fire, rendering all units uninhabitable. The cause was determined to be unattended smoking materials. All residents have been housed by family, friends, or the Red Cross. There were no injuries. The investment general partner received $2,427,668 from the insurance company which has been recorded as other income. The 15-year low income housing tax credit compliance period for Lakeview Meadows LDHA L.P. ended on December 31, 2006.

 

In December 2014, the investment general partner transferred its interest in Lakeview Meadows LDHA to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,234,500 and nominal cash proceeds to the investment partnership. There were no cash proceeds available to pay expenses related to the transfer and no proceeds were returned to cash reserves held by Series 14. 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 on the transfer of the Operating Partnership has been recorded as of December 31, 2014.

 

36
 

 

In January 2013, the investment partnership approved an agreement to sell Lexington Park Spring to an entity affiliated with the operating general partner and the transaction closed in August 2013. The sales price for the property was $6,500,000, which includes the outstanding mortgage balance of approximately $4,689,822 and cash proceeds to the investment partnership of $850,000. Of the proceeds received by the investment partnership, $15,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $7,500 will be paid to BCAMLP for expenses related to the sale, which include third party legal costs. The remaining proceeds from the sale of approximately $827,500 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 $827,500 as of September 30, 2013. In February 2014, additional proceeds of $193,716 were received and returned to the cash reserves held by Series 14.

 

In June 2013, the investment general partner transferred its interest in Marion Manor Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $931,722 and cash proceeds to the investment partnership of $80,000. Of the total proceeds received, $3,150 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 include third party legal costs. The remaining proceeds of approximately $71,850 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $71,850 as of June 30, 2013.

 

In July 2013, the investment general partner transferred its interest in Edison Village LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,116,735 and cash proceeds to the investment partnership of $122,000. Of the total proceeds received, $8,375 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 include third party legal costs. The remaining proceeds of approximately $108,625 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $108,625 as of September 30, 2013.

 

37
 

 

In December 2014, the investment general partner transferred its interest in Blanchard Senior Apartments to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $553,590 and cash proceeds to the investment partnership of $23,424. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $20,924 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $20,924 as of December 31, 2014.

 

In September 2014, the investment general partner transferred its interest in New River Overlook Associates to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,368,712 and cash proceeds to the investment partnership of $40,000. Of the total proceeds received, $3,000 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $37,000 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. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $37,000 as of September 30, 2014.

 

In December 2014, the investment general partner its interest in Hessmer Village Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $838,611 and cash proceeds to the investment partnership of $25,884. Of the total proceeds received, $2,500 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $23,384 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $23,384 as of December 31, 2014.

 

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In February 2015, the investment general partner transferred their respective interests in Maidu Properties, A California Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $867,063 and cash proceeds to the investment partnerships of $347,534, $391,899, and $810,567 for Series 10, Series 11, and Series 14, respectively. Of the total proceeds received, $2,803, $3,160, and $6,537 for Series 10, Series 11, and Series 14, respectively, were paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds of approximately $344,731, $388,739 and $804,030 were returned to cash reserves held by Series 10, Series 11, and Series 14, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment 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 has been recorded in the amount of $344,731, $388,739, and $804,030, as of March 31, 2015.

 

In January 2015, the investment general partner transferred its interest in Victoria Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,144,922 and cash proceeds to the investment partnership of $130,400. Of the total proceeds received, $9,057 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the proceeds from the transfer, $3,000 was paid to BCAMLP for expenses related to the transfer, which include third party legal costs. The remaining proceeds from the transfer of approximately $118,343 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 transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, was recorded in the amount of $118,343 as of March 31, 2015.

 

The investment general partner will continue to monitor the following Operating Partnership because of operational or other issues. However, this Operating Partnership has exited its LIHTC compliance period and there is therefore no risk to past credit delivery.

 

Bridge Coalition Limited Partnership

 

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Off Balance Sheet Arrangements

 

None.

 

40
 

 

Principal Accounting Policies and Estimates

 

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

 

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

 

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

 

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

 

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

 

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Recent Accounting Pronouncement

 

In February, 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis”. This will improve certain areas of consolidation guidance for reporting organizations that are required to evaluate whether to consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures. ASU 2015-02 simplified and improves GAAP by: eliminating the presumption that a general partner should consolidate a limited partnership, eliminating the indefinite deferral of FASB Statement No. 167, thereby reducing the number of Variable Interest Entity (VIE) consolidation models from four to two (including the limited partnership consolidation model), and clarifying when fees paid to a decision maker should be a factor to include in the consolidation of VIEs. ASU 2015-02 will be effective for periods beginning after December 15, 2015. The Partnership is currently evaluating the potential impact of the adoption of this guidance on its financial statements.

  

Item 7a. Quantitative and Qualitative Disclosure About Market Risk
   
  Not Applicable
   
Item 8. Financial Statements and Supplementary Data
   
  The information required by this item is contained in Part IV, Item 15 of this annual Report on Form 10-K.
   
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
   
  None.

 

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Item 9a. Controls and Procedures
     
  (a) Evaluation of Disclosure Controls and Procedures
     
    As of the end of the period covered by this report, the Partnership’s general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of C&M Management, Inc., carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15 with respect to each series individually, as well as the Partnership as a whole. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the disclosure controls and procedures with respect to each series individually, as well as the Partnership as a whole, were adequate and effective in timely alerting them to material information relating to any series or the Partnership as a whole required to be included in the Partnership’s periodic SEC filings.
     
  (b) Management’s Annual Report on Internal Control over Financial Reporting
     
   

Management of the Partnership is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) of each series individually, as well as the Partnership as a whole. The Partnership’s internal control system over financial reporting is designed to provide reasonable assurance to the Partnership’s management regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Due to inherent limitations, an internal control system over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 

The Partnership's general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Boston Capital Associates II LP, assessed the effectiveness of the internal controls and procedures over financial reporting with respect to each series individually, as well as the Partnership as a whole, as of March 31, 2015. In making this assessment, the Partnership's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this assessment, management believes that, as of March 31, 2015, its internal control over financial reporting with respect to each series individually, as well as the Partnership as a whole, was effective.

     
  (c) Changes in Internal Controls
     
    There were no changes in the Partnership management’s internal control over financial reporting that occurred during the quarter ended March 31, 2015 that materially affected, or are reasonably likely to materially affect, the Partnership management's internal control over financial reporting.

 

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PART III

 

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

 

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

 

John P. Manning, age 66, is co-founder, and since 1974 has been the President and Chief Executive Officer, of Boston Capital Corporation. As co-founder and CEO of Boston Capital, Mr. Manning’s primary responsibilities include strategic planning, business development and the continued oversight of new opportunities. In addition to his responsibilities at Boston Capital Corporation, Mr. Manning is a proactive leader in the multifamily real estate industry. He served in 1990 as a member of the Mitchell-Danforth Task Force, which reviewed and suggested reforms to the Low Income Housing Tax Credit program. He was the founding President of the Affordable Housing Tax Credit Coalition and is a former member of the board of the National Leased Housing Association. During the 1980s, he served as a member of the Massachusetts Housing Policy Committee as an appointee of the Governor of Massachusetts. In addition, Mr. Manning has testified before the U.S. House Ways and Means Committee and the U.S. Senate Finance Committee on the critical role of the private sector in the success of the Low Income Housing Tax Credit. In 1996, President Clinton appointed him to the President’s Advisory Committee on the Arts at the John F. Kennedy Center for the Performing Arts. In 1998, President Clinton appointed Mr. Manning to the President’s Export Council, the premiere committee comprised of major corporate CEOs that advise the President on matters of foreign trade and commerce. In 2003, he was appointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing. Mr. Manning sits on the Board of Directors of the John F. Kennedy Presidential Library in Boston where he serves as Chairman of the Distinguished Visitors Program. He is also on the Board of Directors of the Beth Israel Deaconess Medical Center in Boston. Mr. Manning is a graduate of Boston College.

 

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

 

Jeffrey H. Goldstein, age 53, is Chief Operating Officer and has been the Director of Real Estate of Boston Capital Corporation since 1996. He directs Boston Capital Corporation’s comprehensive real estate services, which include all aspects of origination, underwriting, due diligence and acquisition. As COO, Mr. Goldstein is responsible for the financial and operational areas of Boston Capital Corporation and assists in the design and implementation of business development and strategic planning objectives. Mr. Goldstein previously served as the Director of the Asset Management division as well as the head of the dispositions and troubled assets group. Utilizing his 16 years experience in the real estate syndication and development industry, Mr. Goldstein has been instrumental in the diversification and expansion of Boston Capital Corporation’s businesses. Prior to joining Boston Capital Corporation in 1990, Mr. Goldstein was Manager of Finance for A.J. Lane & Co., where he was responsible for placing debt on all new construction projects and debt structure for existing apartment properties. Prior to that, he served as Manager for Homeowner Financial Services, a financial consulting firm for residential and commercial properties, and worked as an analyst responsible for budgeting and forecasting for the New York City Council Finance Division. He graduated from the University of Colorado and received his MBA from Northeastern University.

 

44
 

 

Kevin P. Costello, age 68, is Executive Vice President and has been the Director of Institutional Investing of Boston Capital Corporation since 1992 and serves on the firm’s Executive Committee. He is responsible for all corporate investment activity and has spent over 20 years in the real estate syndication and investment business. Mr. Costello’s prior responsibilities at Boston Capital Corporation have involved the management of the Acquisitions Department and the structuring and distribution of conventional and tax credit private placements. Prior to joining Boston Capital Corporation in 1987, he held positions with First Winthrop, Reynolds Securities and Bache & Company. Mr. Costello graduated from Stonehill College and received his MBA with honors from Rutgers’ Graduate School of Business Administration.

 

Marc N. Teal, age 51, has been Chief Financial Officer of Boston Capital Corporation since May 2003. Mr. Teal previously served as Senior Vice President and Director of Accounting and prior to that served as Vice President of Partnership Accounting. He has been with Boston Capital Corporation since 1990. In his current role as CFO he oversees all of the accounting, financial reporting, SEC reporting, budgeting, audit, tax and compliance for Boston Capital Corporation, its affiliated entities and all Boston Capital Corporation sponsored programs. Additionally, Mr. Teal is responsible for maintaining all banking and borrowing relationships of Boston Capital Corporation and treasury management of all working capital reserves. He also oversees Boston Capital Corporation’s information and technology areas, including the strategic strategic planning for Boston Capital Corporation and its affiliaties. Prior to joining Boston Capital Corporation in 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot & Forbes, a multifaceted real estate company, and prior to that was a Senior Accountant for Liberty Real Estate Corp. He received a Bachelor of Science Accountancy from Bentley College and a Masters in Finance from Suffolk University.

 

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(f) Involvement in certain legal proceedings.
   
  None.
   
(g) Promoters and control persons.
   
  None.
   
(h) and (i) The Partnership has no directors or executive officers and accordingly has no audit committee and no audit committee financial expert.  The Partnership is not a listed issuer as defined in Regulation 10A-3 promulgated under the Securities Exchange Act of 1934.
   
  The General Partner of the Partnership, Boston Capital Associates LP, has adopted a Code of Ethics which applies to the Principal Executive Officer and Principal Financial Officer of C&M Management, Inc.  The Code of Ethics will be provided without charge to any person who requests it.  Such request should be directed to, Marc N. Teal Boston Capital Corp. One Boston Place Boston, MA 02108.
   
Item 11. Executive Compensation
   
  (a), (b), (c), (d) and (e)

 

The Partnership has no officers or directors and no compensation committee. However, under the terms of the Amended and Restated Agreement and Certificate of Limited Partnership of the Partnership, the Partnership has paid or accrued obligations to the general partner and its affiliates for the following fees during the 2015 fiscal year:

 

1. An annual partnership management fee based on .5 percent of the aggregate cost of all apartment complexes acquired by the Operating Partnerships, less the amount of certain partnership management and reporting fees paid or payable by the Operating Partnerships, has been accrued as payable to Boston Capital Asset Management Limited Partnership. The annual partnership management fee accrued during the year ended March 31, 2015 was $441,357. The annual partnership management fee paid during the year ended March 31, 2015 was $4,008,284. Accrued fees are payable without interest as sufficient funds become available.

 

46
 

 

2. The Partnership has reimbursed or accrued to an affiliate of the general partner a total of $57,653 for amounts charged to operations during the year ended March 31, 2015. The reimbursement includes, but may not be limited to, postage, printing, travel, and overhead allocations.

 

3. The Partnership recorded as payable to affiliates of the general partner a total of $0 for amounts advanced to the Partnership to enable it to make advances to the Operating Partnerships. During the year ended March 31, 2015, $0 were paid to an affiliate of the general partner.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

  (a) Security ownership of certain beneficial owners.
     
    As of March 31, 2015, 18,679,738 BACs had been issued.  The following Series are known to have one investor with holdings in excess of 5% of the total outstanding BACs in the series.

 

  1. Everest Housing
    199 South Los Robles Ave., Suite 200
    Pasadena, CA 91101

 

Series   % of BACs held 
 Series 12    9.00%
 Series 14    7.23%

 

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

 

Series   % of BACs held 
 Series 9    9.38%
 Series 10    5.16%
 Series 11    14.00%

 

  (b) Security ownership of management.
     
    The general partner has a 1% interest in all profits, losses, credits and distributions of the Partnership.
     
  (c) Changes in control.

 

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

 

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

 

47
 

 

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

 

  (a) Transactions with related persons

 

 

The Partnership has no officers or directors. However, under the terms of the Offering, various kinds of compensation and fees are payable to the general partner and its affiliates during the organization and operation of the Partnership. Additionally, the general partner will receive distributions from the Partnership if there is cash available for distribution or residual proceeds as defined in the Partnership Agreement. See Note B of Notes to Financial Statements in Item 15 of this Annual Report on Form 10-K for amounts accrued or paid to the general partner and its affiliates during the period from April 1, 1995 through March 31, 2015.

 

  (b) Review, Approval or Ratification of transactions with related persons.

 

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

 

  (c) Promoters and certain control persons.
     
    Not applicable.
     
  (d) Independence.
     
    The Partnership has no directors.

 

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Item 14. Principal Accountant Fees and Services Fees paid to the Partnership’s independent auditors for fiscal year 2015 were comprised of the following:

 

Fee Type  Ser. 7   Ser. 9   Ser.10   Ser.11   Ser.12   Ser.14 
Audit Fees  $-   $14,872   $17,397   $15,497   $21,922   $23,447 
                               
Audit Related Fees   -    -    -    -    -    - 
                               
Tax Fees   -    5,230    5,860    6,070    7,150    9,430 
                               
All Other Fees   -    1,356    1,007    860    1,199    2,225 
                               
Total  $-   $21,458   $24,264   $22,427   $30,271   $35,102 

 

  Fees paid to the Partnership’s independent auditors for fiscal year 2014 were comprised of the following:

 

Fee Type  Ser. 7   Ser. 9   Ser.10   Ser.11   Ser.12   Ser.14 
Audit Fees  $-   $19,070   $15,120   $15,520   $18,870   $35,770 
                               
Audit Related Fees   -    -    -    -    -    - 
                               
Tax Fees   -    6,330    5,920    5,920    7,355    12,070 
                               
All Other Fees   -    -    -    -    -    - 
                               
Total  $-   $25,400   $21,040   $21,440   $26,225   $47,840 

 

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

 

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PART IV

 

Item 15.   Exhibits and Financial Statement Schedules
     
(a) 1.   Financial Statements - Filed herein as Exhibit 13
     
    Report of Independent Registered Public Accounting Firm
     
    Balance Sheets, March 31, 2015 and 2014
     
    Statement of Operations, Years ended March 31, 2015, and 2014
     
    Statements of Changes in Partners' Capital, Years ended March 31, 2015, and 2014
     
    Statements of Cash Flows, Years ended March 31, 2015, and 2014
     
    Notes to Financial Statements, March 31, 2015, and 2014
     
(a) 2.   Financial Statement Schedules
     
  Schedules not listed are omitted because of the absence of the conditions under which they are required or because the information is included in the financial statements or the notes hereto.
     
(b)   1.Exhibits (listed according to the number assigned in the table in Item 601 of Regulation S-K)

 

  Exhibit No. 3 - Organization Documents.
  a. Certificate of Limited Partnership of Boston Capital Tax Credit Fund II Limited Partnership. (Incorporated by reference from Exhibit 3 to the Partnership's Registration Statement No. 33-30145 on Form S-11 as filed with the Securities and Exchange Commission on October 25, 1989.)

 

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  Exhibit No. 4 - Instruments defining the rights of security holders, including indentures.
   
  a. Agreement of Limited Partnership of Boston Capital Tax Credit Fund II Limited Partnership. (Incorporated by reference from Exhibit 4 to the Partnership's Registration Statement No. 33-30145 on Form S-11 as filed with the Securities and Exchange Commission on October 25, 1989.)
     
  Exhibit No. 10 - Material contracts.
   
  a. Beneficial Assignee Certificate. (Incorporated by reference from Exhibit 10A to the Partnership's Registration Statement No. 33-30145 on Form S-11 as filed with the Securities and Exchange Commission on October 25, 1989.)
     
  Exhibit No. 13 - Financial Statements
   
  a. Financial Statement of Boston Capital Tax Credit Fund II Limited Partnership, filed herein

 

  Exhibit No. 23 - Consents of experts and counsel.
   
  a. Independent Auditor's Reports for Operating Partnerships, filed herein
     
  Exhibit No. 31 Certification 302
   
  a. Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
     
  b. Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
     
  Exhibit No. 32 Certification 906
   
  a. Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
     
  b. Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
     
  Exhibit No. 101
   
    The following materials from the Boston Capital Tax Credit Fund II, L.P. Annual Report on Form 10-K for the period ended March 31, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Changes in Partners' Capital (Deficit), (iv) the Statements of Cash Flows and (v) related notes, furnished herewith

 

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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 L.P.
    General Partner
     
  By: BCA Associates Limited Partnership,
    General Partner
     
Date: By: C&M Management Inc.,
    General Partner
     
June 25, 2015 By: /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:
     
June 25, 2015 /s/ John P. Manning

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

  John P. Manning  
     
June 25, 2015 /s/ 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.
  Marc N. Teal  

 

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