SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedMarch 31, 2006 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 333-117657-01
BCTC V ASSIGNOR CORP.
(Exact name of registrant as specified in its charter)
Delaware | 14-1897562 |
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
One Boston Place, Suite 2100, Boston, Massachusetts 02108
(Address of principal executive offices) (Zip Code)
(617)624-8900
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Name of each exchange |
None | None |
Securities registered pursuant to Section 12(g) of the Act:
Beneficial Assignee Certificates
(Title of Class)
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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer[ ] Accelerated filer[ ] Non-accelerated filer[ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES | X | NO |
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Fund are incorporated by reference:
Form 10-Q | |
Parts | Document |
Parts I, III | Form 10-K of BCTC V Assignor Corp. dated December 31, 2005, as supplemented |
BCTC V ASSIGNOR CORP.
Form 10-Q QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2006
TABLE OF CONTENTS
PART I
Item 1. | Financial Statements |
Item 2. | Business |
Item 3. | Management's Discussion and Analysis of Financial |
Condition and Results of Operations | |
Item 4. | Evaluation of Disclosure and Procedures |
PART II
Item 6. | Exhibits and Reports on Form 8-K | |
Signatures | ||
PART I
BCTC V Assignor Corp.
Balance Sheet
| March 31, | December 31, | |
ASSETS | |||
INVESTMENTS IN OPERATING | |||
PARTNERSHIPS (Note B) | $ 100 | $ 100 | |
$ 100 | $ 100 | ||
LIABILITIES AND PARTNERS' DEFICIT | |||
LIABILITIES | |||
Subscription payable | $ 100 | $ 100 | |
100 | 100 | ||
PARTNERS' DEFICIT | |||
Limited Partners | |||
Common stock - 1,000 shares authorized, issued and outstanding, $1 par value per share |
|
| |
Less: subscription receivable | (1,000) | (1,000) | |
$ 100 | $ 100 | ||
NOTE A - ORGANIZATION
BCTC V Assignor Corp. (the "Corporation") was organized on October 15, 2003 under the laws of the State of Delaware to act as the assignor limited partner of, and to acquire and hold a limited partnership interest in, Boston Capital Tax Credit Fund V L.P. (the "Limited Partnership"). The Corporation will assign units of beneficial interest in its limited partnership interest to persons who purchase Beneficial Assignee Certificates (BACs), on the basis of one unit of beneficial interest for each BAC. The Corporation will not have any interest in profits, losses or distributions on its own behalf.
NOTE B - INVESTMENT IN LIMITED PARTNERSHIP
On October 15, 2003, the Corporation was admitted as the assignor limited partner in Boston Capital Tax Credit Fund V L.P. The Limited Partnership was formed to invest in real estate by acquiring, holding, and disposing of limited partnership interests in operating partnerships which will acquire, develop, rehabilitate, operate and own newly-constructed, existing or rehabilitated low-income apartment complexes.
Item 2. | Management's Discussion and Analysis of Financial |
Condition and Results of Operations |
Business
BCTC V Assignor Corp.,a Delaware corporation (the "Assignor Limited Partner") was formed for the sole purpose of serving as an assignor for Boston Capital Tax Credit Fund V L.P. (the "Fund") and will not engage in any other business. Units of beneficial interest in the Limited Partnership Interest of the Assignor Limited Partner will be assigned by the Assignor Limited Partner by means of beneficial assignee certificates ("BACs") to investors and investors will be entitled to all the rights and economic benefits of a Limited Partner of the Fund including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Fund.The Assignor Limited Partner is wholly-owned by John P. Manning.
A Registration Statement on Form S-11 and the related prospectus, as supplemented (the "Prospectus") were filed with the Securities and Exchange Commission and became effective January 2, 2004 in connection with a public offering ("Offering") in one or more series of a minimum of 250,000 BACs and a maximum of 7,000,000 BACs at $10 per BAC. On August 10, 2004 an amendment to Form S-11, which registered an additional 8,500,000 BACs for sale to the public in one or more series became effective. As of March 31, 2006, subscriptions had been received and accepted by the Fund for 11,777,655 BAC's representing capital contributions of $117,776,551.
The Offering, including information regarding the issuance of BACs in series, is described on pages 161 to 167 of the Prospectus, as supplemented, under the caption "The Offering", which is incorporated herein by reference.
Description of Business
The Assignor Limited Partner's sole purpose is to act as a conduit through which all of the economic and tax benefits of an investment in the Fund are passed along to the investor BAC Holders. The Assignor Limited Partner does not charge any fees for its services and has no income.
The Fund's principal business is to invest as a limited partner in other limited partnerships (the "Operating Partnerships") each of which will own or lease and will operate an Apartment Complex exclusively or partially for low- and moderate-income tenants. Each Operating Partnership in which the Fund will invest will own Apartment Complexes which are completed, newly-constructed, under construction or rehabilitation, or to-be constructed or rehabilitated, and which are expected to receive Government Assistance. Each Apartment Complex is expected to qualify 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 ten to twelve years in the form of tax credits which investors may use to offset income, subject to certain strict limitations, from other sources. Certain Apartment Complexes may also qualify for the historic rehabilitation tax credit under Section 47 of the Code (the "Rehabilitation Tax Credit"). The Federal Housing Tax Credit and the Government Assistance programs are described on pages 72 to 93 of the Prospectus, as supplemented, under the captions "Tax Credit Programs" and "Government Assistance Programs," which is incorporated herein by reference. 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 Complex.
As of March 31, 2006 the Fund had invested in 15 Operating Partnerships on behalf of Series 47, 10 Operating Partnerships on behalf of Series 48, and 21 Operating Partnerships on behalf of Series 49. A description of these Operating Partnerships is set forth in Item 2 herein.
The business objectives of the Fund are to: | |
(1) | provide current tax benefits to Investors in the form of Federal Housing Tax Credits and in limited instances, a small amount of Rehabilitation Tax Credits, which an Investor may apply, subject to certain strict limitations, against the investor's federal income tax liability from active, portfolio and passive income; |
(2) | preserve and protect the Fund's capital and provide capital appreciation and cash distributions through increases in value of the Fund's investments and, to the extent applicable, equity buildup through periodic payments on the mortgage indebtedness with respect to the Apartment Complexes; |
(3) | provide tax benefits in the form of passive losses which an Investor may apply to offset his passive income (if any); and |
(4) | provide cash distributions (except with respect to the Fund's investment in certain Non-Profit Operating Partnerships) from Capital Transaction proceeds. 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. |
The business objectives and investment policies of the Fund are described more fully on pages 55 to 70 of the Prospectus, as supplemented, under the caption "Investment Objectives and Acquisition Policies," which is incorporated herein by reference.
The Assignor Limited Partner has no operational history and capital needs.
Employees
The Assignor Limited Partner does not have any employees and does not perform any services.
Item 3 | |
Not Applicable |
Item 4 | Controls & Procedures | |
(a) | Evaluation of Disclosure Controls and Procedures | |
As of the end of the period covered by this report, the Partnership's General Partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of C&M Management Inc., carried out an evaluation of the effectiveness of the Partnership's "disclosure controls and procedures" as defined in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. Based on that evaluation, the Partnership's Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Partnership's disclosure controls and procedures were adequate and effective in timely alerting them to material information relating to the Fund required to be included in the Fund's periodic SEC filings. | ||
(b) | Changes in Internal Controls | |
There were no changes in the Partnership's internal control over financial reporting that occurred during the quarter ended March 31, 2006 that materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting. | ||
PART II - OTHER INFORMATION
Item 1. | Legal Proceedings | |
None | ||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
None | ||
Item 3. | Defaults upon Senior Securities | |
None | ||
Item 4. | Submission of Matters to a Vote of Security | |
None | ||
Item 5. | Other Information | |
None | ||
Item 6. | Exhibits | |
(a)Exhibits | ||
31.a Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein | ||
31.b Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein | ||
32.a Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein | ||
32.b Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein | ||
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
BCTC V Assignor Corp. | |||
Date: May 15, 2006 | By: | /s/ John P. Manning President | |
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
registrant and in the capacities and on the dates indicated:
DATE: | SIGNATURE: | TITLE: |
May 15, 2006 | /s/ John P. Manning | Director, President (Principal Executive Officer), BCTC V Assignor Corp. |
John P. Manning | ||
DATE: | SIGNATURE: | TITLE: |
May 15, 2006 | /s/ Marc N. Teal | (Principal Financial Officer), BCTC V Assignor Corp. |
Marc N. Teal | ||