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EX-32 - BCTC V ASSIGNOR CORP CERT 906 - BCTC V ASSIGNOR CORPb5assignork10cert906mnt.htm
EX-13 - BCTC V ASSIGNOR CORP DECEMBER 2014 F/S - BCTC V ASSIGNOR CORPbctcvassignorcorp1214fs.htm
EX-31 - BCTC V ASSIGNOR CORP CERT 302 - BCTC V ASSIGNOR CORPb5assignork10cert302mnt.htm
EX-32 - BCTC V ASSIGNOR CORP CERT 906 - BCTC V ASSIGNOR CORPb5assignork10cert906jpm.htm
EX-31 - BCTC V ASSIGNOR CORP CERT 302 - BCTC V ASSIGNOR CORPb5assignork10cert302jpm.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 December 31, 2014 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:

 

 

 

Name of each exchange

 

Title of each class

on which registered

 

 

 

 

None

None

 

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

Beneficial Assignee Certificates

(Title of Class)

 

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

 

Yes 

No ý

 

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 ý

 

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 ý

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 ý

No 

 

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. |XX|

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 company ý

 

 

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

 

Yes ý

No 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None

 

 

 

BCTC V ASSIGNOR CORP.

Form 10-K ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2014

 

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 and Executive Officers of the Assignor Limited Partner

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners

 

 

and Management

Item 13.

Certain Relationships and Related Transactions, and Director

Independence

Item 14.

Principal Accountant Fees and Services

 

 

 

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

 

 

 

 

 

 

 

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, 2014, 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, 2014, the Fund 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.

 

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, 2014, the Fund has 5,161 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 1,033
investors holding 2,299,372 BACs, and Series 49 consists of 2,576
investors holding 6,000,000 BACs at December 31, 2014.

 

 

 

 

(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

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 9A.

Controls and Procedures

 

 

(a)

Evaluation of Disclosure Controls and Procedures

 

 

 

As of the end of the period covered by this report, the Assignor 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 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, 2014, 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.

 

 

(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.

 

The Assignor Limited Partner's management, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of the Assignor Limited Partner's internal controls and procedures over financial reporting as of December 31, 2014. In making this assessment, the Assignor Limited Partner's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (1992). Based on this assessment, management believes that, as of December 31, 2014, the Assignor Limited Partner's internal control over financial reporting was effective.

 

(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, 2014 that materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

 

 


PART III

Item 10.

Directors and Executive Officers of the Assignor Limited Partnership

 

 

 

(a), (b), (c), (d) and (e)

 

The Assignor Limited Partner's sole shareholder and director, and its executive officers are:

John P. Manning, age 66, is co-founder, and since 1974 has been the President and Chief Executive Officer of Boston Capital Corporation, the general partner of Boston Capital Holdings Limited Partnership (Boston Capital) which owns 100% of our advisor and 66.66% of the dealer-manager. As founding 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, Mr. Manning is a proactive leader in the multi-family real estate industry. He served in 1989 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. From 1992-1993 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 1994, 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 premier committee comprised of major corporate CEOs that advise the President in matters of foreign trade and commerce. In 2003, Mr. Manning was appointed by Boston Mayor Tom Menino to the Mayor's 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.

 

Marc N. Teal, age 51, has been Senior Vice President and Chief Financial Officer of Boston Capital 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. In his current role as Chief Financial Officer, 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 and treasury management of all working capital reserves. He also oversees Boston Capital's information and technology areas, including the strategic planning. Mr. Teal has more than 18 years of finance and accounting experience. 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 Estate Corp. He received a Bachelor of Science in Accountancy from Bentley College and received a Masters in Finance from Suffolk University.

(f)

Involvement in certain legal proceedings.

 

 

 

None

 

 

(g)

Promoters and control persons.

 

 

 

None

 

 

(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

 

 

(a)

Security ownership of certain beneficial owners.

 

 

As of December 31, 2014, 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

6.14%

 

Series 48

6.89%

 

Series 49

5.63%

 

 


(b)

Security ownership of management.

 

 

100% owned by John P. Manning

 

 

 

 

(c)

Changes in control.

 

 

 

 

 

None

 

 

 

 

 

The Assignor Limited Partner has no compensation plans under which interests are authorized for issuance.

 

 

 

Item 13.

 

Certain Relationships and Related Transactions, and Director

Independence

 

 

 

 

(a)

Transactions with management and others.

 

 

 

 

 

None

 

 

 

 

(b)

Certain business relationships.

 

 

None

 

 

 

 

(c)

Indebtedness of management.

 

 

 

 

 

None

 

 

 

 

(d)

Transactions with promoters.

 

 

Not applicable.

 

 

 

The registrant has no independent directors

 

Item 14.

 

Principal Accountant Fees and Services

 

 

 

 

 

Fees paid to the registrant's independent auditors for Fiscal Year 2014 were comprised of the following:

 

Audit Fees $7,415

Audit-related Fees -

Tax Fees -

All Other Fees -

TOTAL $7,415

 

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 2013 were comprised of the following:

 

Audit Fees $7,195

Audit-related Fees -

Tax Fees -

All Other Fees -

TOTAL $7,195

 

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 and Financial Statement Schedules

 

 

(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, 2014 and 2013

 

 

 

Notes to Balance Sheets, December 31, 2014 and 2013

 

 

 

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.

 

 

 

(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.)

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

 

101. The following materials from the BCTC V Assignor Corp. Annual Report on Form 10-K for the period ended December 31, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets and (ii) related notes, furnished herewith







 

 

 


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: March 13, 2015

 

By:

/s/ John P. Manning
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:

March 13, 2015

/s/ John P. Manning

Director, President (Principal Executive Officer), BCTC V Assignor Corp.

 

John P. Manning

 

 

 

 

 

 

 

 

DATE:

SIGNATURE:

TITLE:

March 13, 2015

/s/ Marc N. Teal

(Principal Financial Officer), BCTC V Assignor Corp.

 

Marc N. Teal