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 endedSeptember 30, 2008 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)
Registrant's telephone number, including area code (617)624-8900
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes | Noý |
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 | Noý |
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.
Yesý | No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer | Accelerated filer |
Non-accelerated filer | Smaller reporting companyý |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yesý | No |
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Corporation are incorporated by reference:
Form 10-Q | |
Parts | Document |
Parts I, II | Form 10-K of BCTC V Assignor Corp. dated December 31, 2007, as supplemented |
BCTC V ASSIGNOR CORP.
Form 10-Q QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2008
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION | |
Item 1. | Financial Statements |
Item 2. | Management's Discussion and Analysis of Financial |
Condition and Results of Operations | |
Item 3. | Quantitative and Qualitatative Disclosures about Market Risk |
Item 4T. | Controls and Procedures |
PART II - OTHER INFORMATION | |
Item 1. | Item 1. Legal Proceedings |
Item 1A. | Item 1A. Risk Factors |
Item 2. | Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. | Item 3. Defaults Upon Senior Securities |
Item 4. | Item 4. Submission of Matters to a Vote of Security Holders |
Item 5. | Item 5. Other Information |
Item 6. | Item 6. Exhibits and Reports on Form 8-K |
Signatures | |
PART I
BCTC V Assignor Corp.
Balance Sheets
| September 30, | December 31, | |
ASSETS | |||
INVESTMENTS IN OPERATING | |||
PARTNERSHIPS (Note B) | $ 100 | $ 100 | |
$ 100 | $ 100 | ||
LIABILITIES AND STOCKHOLDER'S EQUITY | |||
LIABILITIES | |||
Subscription payable | $ 100 | $ 100 | |
100 | 100 | ||
Stockholder's equity | |||
Common stock - 1,000 shares authorized, issued and outstanding, $1 par value per share (Note A) |
|
| |
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 the Limited Partnership. 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
The Corporation was formed for the sole purpose of serving as an assignor for the Limited Partnership and will not engage in any other business. Units of beneficial interest in the Limited Partnership interest of the Corporation will be assigned by the Corporation by means of BACs to investors and investors will be entitled to all the rights and economic benefits of a limited partner of the Limited Partnership, including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Limited Partnership. The Corporation 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 September 30, 2008, subscriptions had been received and accepted by the general partner of the Limited Partnership for 11,777,706 BACs representing capital contributions of $117,777,060.
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 Corporation's sole purpose is to act as a conduit through which all of the economic and tax benefits of an investment in the Limited Partnership are passed along to the investor holders. The Corporation does not charge any fees for its services and has no income.
The Limited Partnership'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 Limited Partnership invests 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 Internal Revenue Code of 1986, as amended (the "Code")(the "Federal Housing Tax Credit"), and provide 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 strict limitations, from other sources. Some apartment complexes may also qualify for the historic rehabilitation tax credit under Sect ion 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 are incorporated herein by reference. Section 236 (f) (ii) of the National Housing Act, as amended, and 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 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 Limited Partnership has invested are receiving rent supplements from HUD. HUD has been in the process of converting rent supplement assistance to assistance pa id not to the owner of the apartment complex, but directly to the individuals. At this time, the Limited Partnership is unable to predict whether Congress will continue rent supplement programs payable directly to owners of the apartment complex.
As of September 30, 2008 the Limited Partnership had invested in 15 Operating Partnerships on behalf of Series 47, 11 Operating Partnerships on behalf of Series 48, and 24 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 Limited Partnership 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 strict limitations, against the investor's federal income tax liability from active, portfolio and passive income; |
(2) | preserve and protect the Limited Partnership's capital and provide capital appreciation and cash distributions through increases in value of the Limited Partnership'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 Limited Partnership's investment in 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 sales desirable and if sales are permitted by government restrictions. |
The business objectives and investment policies of the Limited Partnership 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 Corporation has no operational history and capital needs.
Employees
The Corporation does not have any employees and does not perform any services.
Item 3 | |
Not Applicable |
Item 4T | Controls & Procedures | |
(a) | Evaluation of Disclosure Controls and Procedures | |
As of the end of the period covered by this report, the Corporation, 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 Corporation's "disclosure controls and procedures" as defined in under the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. Based on that evaluation, the Corporation's Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Corporation's disclosure controls and procedures were effective to ensure that information required to be disclosed by it in the reports that it files or submits under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to the Corporation's management, includ ing the Corporation's Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. | ||
(b) | Changes in Internal Controls | |
There were no changes in the Corporation's internal control over financial reporting that occurred during the quarter ended September 30, 2008 that materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting. | ||
PART II - OTHER INFORMATION
Item 1. | Legal Proceedings | |
None | ||
Item 1A. | Risk Factors | |
Not Applicable | ||
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 | |
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 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: November 14, 2008 | 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: |
November 14, 2008 | /s/ John P. Manning | Director, President (Principal Executive Officer), BCTC V Assignor Corp. |
John P. Manning | ||
DATE: | SIGNATURE: | TITLE: |
November 14, 2008 | /s/ Marc N. Teal | (Principal Financial Officer), BCTC V Assignor Corp. |
Marc N. Teal | ||