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 December 31, 2004 or
( ) TRANSITION REPORT PERSUANT 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:
Name of each exchange |
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Title of each class |
on which registered |
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None |
None |
Securities registered pursuant to Section 12(g) 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 twelve 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 |
NO |
X |
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes___ No _X_
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Fund are incorporated by reference:
Form 10-K |
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Parts |
Document |
Parts I, III |
Portions of the prospectus filed as a part of Registration Statement on Form S-11 which became effective December 23, 2003, as supplemented |
BCTC V ASSIGNOR CORP.
Form 10-K ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2004
TABLE OF CONTENTS
PART I
Item 1. |
Business |
Item 2. |
Properties |
Item 3. |
Legal Proceedings |
Item 4. |
Submission of Matters to a Vote of Security Holders |
PART II
Item 5. |
Market for Registrant's Common Equity, Related Stockholder Matters |
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and Issuer Purchases of Equity Securities |
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Item 6. |
Selected Financial Data |
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Item 7. |
Management's Discussion and Analysis of Financial |
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Condition and Results of Operations |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 8. |
Financial Statements and Supplementary Data |
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Item 9. |
Changes in and Disagreements with Accountants on |
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Accounting and Financial Disclosure |
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Item 9A. |
Controls and Procedures |
PART III
Item 10. |
Directors and Executive Officers of the Assignor Limited Partner |
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Item 11. |
Executive Compensation |
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Item 12. |
Security Ownership of Certain Beneficial Owners |
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and Management |
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Item 13. |
Certain Relationships and Related Transactions |
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Item 14. |
Principal Accountant Fees and Services |
PART IV
Item 15. |
Exhibits, Financial Statement Schedules, |
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and Reports on Form 8-K |
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Signatures |
PART I
Item 1. Business
Organization
BCTC V Assignor Corp,
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 83 to 94 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 direc
tly 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 December 31, 2004, the Fund had invested in 13 Operating Partnerships on behalf of Series 47, 11 Operating Partnerships on behalf of Series 48, and 4 Operating Partnerships on behalf of Series 49. A description of these Operating Partnerships is set forth in Item 2 herein.
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(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 71 of the Prospectus, as supplemented, under the caption "Investment Objectives and Acquisition Policies," which is incorporated herein by reference.
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. Submission of Matters to a Vote of Security Holders
None
PART II
Item |
5. |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
(a) |
Market Information |
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The Assignor Limited Partner is a corporation with 1000 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. |
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(b) |
Approximate number of security holders |
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As of Deceber 31, 2004, the Assignor Limited Partner has 4,096 BAC holders for an aggregate of 9,079,604 BACs. |
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The BACs were issued in series. Series 47 consists of 1,572 |
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(c) |
Dividend history and restriction |
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The Assignor Limited 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 |
None |
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Item 9A. |
Controls and Procedures |
(a) Evaluation of Disclosure Controls and Procedures |
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None |
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(b) Changes in Internal Controls |
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None |
PART III
Item 10. |
Directors and Executive Officers of the Registrant |
(a), (b), (c), (d) and (e) |
The Assignor Limited Partner's sole shareholder and director is:
John P. Manning, age 56, is co-founder, and since 1974 has been the President and Chief Executive Officer of Boston Capital Corporation. 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 also serves 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.
The Assignor Limited Partner's two officers are Mr. Manning as Principal Executive Officer and Marc N. Teal as Principal Financial Officer. Mr. Teal's biographical information is as follows:
Marc N. Teal, age 41, 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, its affiliated entities and all Boston Capital 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's information and technology areas, including the strategic planning. Prior to joining Boston Capital 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 E state Corp. He received a Bachelor of Science Accountancy from Bentley College and a Masters in Finance from Suffolk University.
(f) |
Involvement in certain legal proceedings. |
None |
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(g) |
Promoters and control persons. |
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. |
Item 11. |
Executive Compensation |
(a), (b), (c), (d) and (e) None |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management |
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(a) |
Security ownership of certain beneficial owners. |
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As of December 31, 2004, 9,079,604 BACs had been issued. No person is known to own beneficially in excess of 5% of the outstanding BACs in any of the series. |
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(b) |
Security ownership of management. |
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100% owned by John P. Manning |
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(c) |
Changes in control. |
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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 |
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(a) |
Transactions with management and others. |
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None |
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(b) |
Certain business relationships. |
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None |
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(c) |
Indebtedness of management. |
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None |
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(d) |
Transactions with promoters. |
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Not applicable. |
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Item 14. |
Principal Accountant Fees and Services |
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Fees paid to the registrant's independent auditors for Fiscal 2004 were comprised of the following: Audit Fees $1,025 Audit-related Fees $0 Tax Fees $0 All Other Fees $0 TOTAL $1,025 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. |
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PART IV
Item 15. |
Exhibits, Financial Statement Schedules, and Reports on Form 8-K |
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(a) 1 & 2 |
Financial Statements and Financial Statement Schedules; Filed herein as Exhibits 13 |
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BCTC V Assignor Corp.; filed herein as exhibit 13 |
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Report of Independent Registered Public Accounting Firm |
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Balance Sheet, December 31, 2004 |
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Notes to Balance Sheet, December 31, 2004 |
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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 |
Reports on Form 8-K |
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None |
(c) 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.
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.
Exhibit No. 13 - Financial Statements.
a. Audited Financial Statement of BCTC V Assignor Corp. filed herein.
Exhibit No. 28 - Additional exhibits.
None
Exhibit No. 31 Certification 302 |
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein |
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein |
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 herein |
Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 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. |
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Date: March 31, 2005 |
By: |
/s/ 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 31, 2005 |
/s/ John P. Manning |
Director, President (Principal Executive Officer), BCTC V Assignor Corp. |
John P. Manning |
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DATE: |
SIGNATURE: |
TITLE: |
March 31, 2005 |
/s/ Marc N. Teal |
(Principal Financial Officer), BCTC V Assignor Corp. |
Marc N. Teal |
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