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 endedDecember 31, 2019 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | None | 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.
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer □ | | Accelerated Filer □ |
Non-accelerated filerý | | Smaller Reporting Companyý |
| | Emerging Growth Company □ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
DOCUMENTS INCORPORATED BY REFERENCE
None
BCTC V ASSIGNOR CORP.
Form 10-K ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2019
TABLE OF CONTENTS
PART I
Item 1. | Business |
Item 2. | Properties |
Item 3. | Legal Proceedings |
Item 4. | Mine Safety Disclosures |
| | |
PART II
Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters |
| | | and Issuer Purchases of Equity Securities |
Item 6. | Selected Financial Data |
Item 7. | Management's Discussion and Analysis of Financial |
| | | Condition and Results of Operations |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Item 8. | Financial Statements and Supplementary Data |
Item 9. | Changes in and Disagreements With Accountants on |
| | | Accounting and Financial Disclosure |
Item 9A. | Controls and Procedures |
PART III
Item 10. | Directors, Executive Officers and Corporate Governance |
Item 11. | Executive Compensation |
Item 12. | Security Ownership of Certain Beneficial Owners |
| | | and Management and Related Stockholder Matters |
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Item 14. | Principal Accounting Fees and Services |
PART IV
Item 15. | Exhibits, Financial Statement Schedules |
Item 16. | Form 10-K Summary | |
| | | |
| | | |
| | Signatures |
PART I
Item 1. Business
Organization
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, (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 December 31, 2019, subscriptions had been received and accepted by the Fund for 11,777,706 BACs representing capital contributions of $117,777,060.
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"), 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 strict limitations, from other sources. Some apartment complexes may also qualify 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, and Section 101 of the Housing and Urban Development Act of 1965, as amended, each provide for the making by The Department of Housing and Urban Development ("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 Fund has invested are receiving 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 Fund is unable to predict whether Congress will continue rent supplement programs payable directly to owners of the apartment complex.
As of December 31, 2019, the Fund had invested in 11 Operating Partnerships on behalf of Series 47, 7 Operating Partnerships on behalf of Series 48, and 24 Operating Partnerships on behalf of Series 49.
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 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 various 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. |
Employees
The Assignor Limited Partner does not have any employees and does not perform any services.
Item 2. Properties
The Assignor Limited Partner has no properties.
Item 3. Legal Proceedings
None
Item 4. Mine Safety Disclosures
Not Applicable
PART II
Item | 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
| | | |
| | (a) | Market Information |
| The Assignor Limited Partner is a corporation with 1,000 shares of common stock, all of which are owned by John Manning. There will not be any established public trading market for the shares as they have not been registered under the Securities Act of 1933. |
| | | |
| | (b) | Approximate number of security holders |
| As of December 31, 2019, the Fund has 5,182 BAC holders for an aggregate of 11,777,706 BACs. |
| The BACs were issued in series. Series 47 consists of 1,552
investors holding 3,478,334 BACs, Series 48 consists of 1,025
investors holding 2,299,372 BACs, and Series 49 consists of 2,605
investors holding 6,000,000 BACs at December 31, 2019. |
| | | |
| | (c) | Dividend history and restriction |
| The Assignor Limited Partner has no revenues and there will be no distributions of dividends. |
Item 6. Selected Financial Data
The Assignor Limited Partner has no operational history.
Item 7. | Management's Discussion and Analysis of Financial |
| | Condition and Results of Operations |
The Assignor Limited Partner has no operational history and capital needs.
Item 7A. | Quantitative and Qualitative Disclosure About Market Risk |
| | |
| | Not Applicable |
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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. |
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Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
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| | None |
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Item 9A. | Controls and Procedures |
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(a) | Evaluation of Disclosure Controls and Procedures |
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| | As of the end of the period covered by this report, theAssignor Limited Partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer, carried out an evaluation of the effectiveness of the Assignor Limited Partner's "disclosure controls and procedures" as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15 and 15d-15. Based on that evaluation, the Assignor Limited Partner's Principal Executive Officer and Principal Financial Officer have concluded that as of and for the year ended December 31, 2019, the Assignor Limited Partner's disclosure controls and procedures were adequate and effective in timely alerting them to material information relating to the Assignor Limited Partner required to be included in the Assignor Limited Partner's periodic SEC filings. |
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(b) | Management's Annual Report on Internal Control over Financial Reporting |
| | |
| | Management of the Assignor Limited Partner is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Assignor Limited Partner's internal control system over financial reporting is designed to provide reasonable assurance to the Assignor Limited Partner'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. As required by Section 404 of the Sarbanes-Oxley Act of 2002, management conducted an evaluation of the effectiveness of the Assignor Limited Partner's internal control over financial reporting as of December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded the Assignor Limited Partner's internal control over financial reporting was effective as of December 31, 2019. |
(c) | Changes in Internal Controls |
| | |
| There were no changes in the Corporation's internal control over financial reporting that occurred during the quarter ended December 31, 2019 that materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting. |
PART III
Item 10. | Directors, Executive Officers and Corporate Governance |
| | |
| | (a), (b), (c), (d) and (e) |
The Assignor Limited Partner's sole shareholder and director, and its executive officers are:
John P. Manning, age 71, is one of the two original founders of Boston Capital Corporation, which was formed in 1974. From its beginning, Boston Capital's goal was to focus on providing equity investment capital for the development of apartment properties throughout the country. Under Mr. Manning's leadership as CEO for the past 44 years, Boston Capital has grown into one of the largest owners/investors in apartment properties in the United States. Through a number of affiliated partnerships, Boston Capital's present portfolio is comprised of approximately 1,556 properties with an original development cost in excess of $19.6 billion. These properties are located in all 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands and Guam. As CEO of Boston Capital, Mr. Manning continues to oversee the company's business development goals. Capitalizing on its core competencies of tax credit investment underwriting, those business development goals include an expansion of investment capital for market rate real estate investment as well as providing mortgage financing for a limited and exclusive number of property acquisitions. Mr. Manning is a recognized leader in the housing and real estate industries, and has served on the boards of a number of national housing organizations and governmental commissions. In 1997, President Clinton appointed Mr. Manning to the President's Export Council, a board comprised primarily of Fortune 500 CEOs that advised the President on government policies and programs that affect U.S. trade performance. He was also a Presidential appointee to the President's Advisory Committee on the Arts. Mr. Manning serves on the boards of numerous organizations and charities including The Alliance for Business Leadership and the American Ireland Fund. Mr. Manning is also a member of the Board of Directors of Liberty Mutual Group, the parent company of Liberty Mutual Insurance Company, and sits on Liberty Mutual's investment and compensation committees. Mr. Manning is a graduate of Boston College.
Marc N. Teal, age 56, oversees the operational accounting, including financial and SEC reporting, budgeting, audit and tax for Boston Capital, its affiliated entities and all Boston Capital-sponsored programs. He is also responsible for the additional oversight of internal audit, regulatory and housing compliance and information technology. Mr. Teal manages Boston Capital's banking and borrowing relationships and directs the treasury management of all working capital reserves. He previously served as Director of Accounting and prior to that served as Vice President of Partnership Accounting. Mr. Teal has more than 27 years of finance and accounting experience. Prior to joining Boston Capital in 1990, Mr. Teal held various positions with Cabot, Cabot & Forbes, a multifaceted real estate company and Liberty Real Estate Corp. He received a BS in Accountancy from Bentley University and a Masters in Finance from Suffolk University.
(f) | Involvement in certain legal proceedings. |
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| | None |
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(g) | Promoters and control persons. |
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| | None |
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(h) and (i) | John P. Manning is the registrant's sole shareholder, principal executive officer and director and accordingly the registrant has no audit committee or audit committee financial committee expert and has not adopted a code of ethics. The registrant is not a listed issuer as defined in Regulation 10A-3 promulgated under the Securities Exchange Act of 1934. |
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Item 11. | Executive Compensation |
| | (a), (b), (c), (d) and (e) None |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
| | |
(a) | Security ownership of certain beneficial owners. |
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| As of December 31, 2019, 11,777,706 BACs had been issued. The following Series are known to have one investor, Everest Housing 199 South Los Robles Ave. Suite 200, Pasadena, CA 91101, with holdings in excess of 5% of the total outstanding BACs in the series. |
| | Series 47 | 6.16% |
| | Series 48 | 6.93% |
| | Series 49 | 5.64% |
| | |
| (b) | Security ownership of management. |
| | | 100% owned by John P. Manning |
| | | |
| | (c) | Changes in control. |
| | | |
| | | None |
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| | | The Assignor Limited Partner has no compensation plans under which interests are authorized for issuance. |
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Item 13. | | Certain Relationships and Related Transactions, and Director Independence |
| | | |
| | (a) | Transactions with management and others. |
| | | |
| | | None |
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| | (b) | Certain business relationships. |
| | | None |
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| | (c) | Indebtedness of management. |
| | | |
| | | None |
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| | (d) | Transactions with promoters. |
| | | Not applicable. |
| | | The registrant has no independent directors |
Item 14. | | Principal Accounting Fees and Services |
| | | |
| | | Fees paid to the registrant's independent auditors for Fiscal Year 2019 were comprised of the following: Audit Fees $8,800 Audit-related Fees - Tax Fees - All Other Fees - TOTAL $8,800 The registrant has no Audit Committee. All audit services and any permitted non-audit services performed by the registrant's independent auditors are pre-approved by John P. Manning. |
| | | |
| | Fees paid to the registrant's independent auditors for Fiscal Year 2018 were comprised of the following: Audit Fees $8,400 Audit-related Fees - Tax Fees - All Other Fees - TOTAL $8,400 The registrant has no Audit Committee. All audit services and any permitted non-audit services performed by the registrant's independent auditors are pre-approved by John P. Manning. |
PART IV
Item 15. | Exhibits, Financial Statement Schedules |
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(a) 1 & 2 | Financial Statements and Financial Statement Schedules; Filed herein as Exhibits 13 |
| | |
| | BCTC V Assignor Corp.; filed herein as exhibit 13 |
| | Report of Independent Registered Public Accounting Firm |
| |
| | Balance Sheets, December 31, 2019 and 2018 |
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| | Notes to Balance Sheets, December 31, 2019 and 2018 |
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| | 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 thereto. |
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(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. Articles of Incorporation of BCTC V Assignor Corp.
(Incorporated by reference from Exhibit 3 to the Fund's
Registration Statement No. 333-109898 on Form S-11 as filed with
the Securities and Exchange Commission on October 22, 2003.)
S-11 EX-3
Exhibit No. 4 - Instruments defining the rights of securities holders,
including indentures.
a. Description of Securities; Filed herein
BCTC V ASSIGNOR CORP DESCRIPTION OF SECURITIES
Exhibit No. 10 - Material contracts.
a. Beneficial Assignee Certificate. (Incorporated by reference from
Exhibit 10A to the Fund's Registration Statement No. 333-109898 on
Form S-11 as filed with the Securities and Exchange Commission on
October 22, 2003.)
S-11 EX-10-AExhibit No. 13 - Financial Statements.
a. Audited Financial Statement of BCTC V Assignor Corp. filed herein.
BCTC V ASSIGNOR CORP 2019 F/S
Exhibit No. 28 - Additional exhibits.
None
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed hereinBCTC V ASSIGNOR CORP CERT 302 |
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed hereinBCTC V ASSIGNOR CORP CERT 302 |
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Exhibit No. 32 Certification 906 |
Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed hereinBCTC V ASSIGNOR CORP CERT 906 |
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Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed hereinBCTC V ASSIGNOR CORP CERT 906 |
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101. The following materials from the BCTC V Assignor Corp. Annual Report on Form 10-K for the period ended December 31, 2019 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets and (ii) related notes, furnished herewith |
Item 16. | Form 10-K Summary Not applicable. |
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. |
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Date: March 4, 2020 | | By: | /s/ John P. Manning
John P. Manning President |
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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: |
| | |
March 4, 2020 | /s/ John P. Manning | Director, President (Principal Executive Officer), BCTC V Assignor Corp. |
| | John P. Manning |
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DATE: | SIGNATURE: | TITLE: |
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March 4, 2020 | /s/ Marc N. Teal | (Principal Financial Officer), BCTC V Assignor Corp. |
| | Marc N. Teal |
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