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BCTC V Assignor Corp – ‘10-K’ for 12/31/19

On:  Wednesday, 3/4/20, at 9:49am ET   ·   For:  12/31/19   ·   Accession #:  1267426-20-2   ·   File #:  333-109898-01

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/04/20  BCTC V Assignor Corp              10-K       12/31/19   22:315K

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Bctc V Assignor Corp 2019 10-K                      HTML     69K 
 2: EX-4        Bctc V Assignor Corp Description of SEC.            HTML     12K 
 3: EX-13       Bctc V Assignor Corp 2019 F/S                       HTML     19K 
 4: EX-31       Bctc V Assignor Corp Cert 302                       HTML     15K 
 5: EX-31       Bctc V Assignor Corp Cert 302                       HTML     15K 
 6: EX-32       Bctc V Assignor Corp Cert 906                       HTML     12K 
 7: EX-32       Bctc V Assignor Corp Cert 906                       HTML     12K 
15: R1          Document And Entity Information                     HTML     44K 
20: R2          Balance Sheets                                      HTML     28K 
21: R3          Balance Sheets (Parenthetical)                      HTML     18K 
17: R4          Organization                                        HTML     13K 
14: R5          Investment in Limited Partnership                   HTML     12K 
19: R6          Investment in Limited Partnership (Details)         HTML     14K 
22: XML         IDEA XML File -- Filing Summary                      XML     22K 
18: EXCEL       IDEA Workbook of Financial Reports                  XLSX     10K 
 8: EX-101.INS  XBRL Instance -- bctcv-20191231                      XML     30K 
10: EX-101.CAL  XBRL Calculations -- bctcv-20191231_cal              XML     16K 
11: EX-101.DEF  XBRL Definitions -- bctcv-20191231_def               XML     68K 
12: EX-101.LAB  XBRL Labels -- bctcv-20191231_lab                    XML     87K 
13: EX-101.PRE  XBRL Presentations -- bctcv-20191231_pre             XML     79K 
 9: EX-101.SCH  XBRL Schema -- bctcv-20191231                        XSD     23K 
16: ZIP         XBRL Zipped Folder -- 0001267426-20-000002-xbrl      Zip     12K 


‘10-K’   —   Bctc V Assignor Corp 2019 10-K


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 <> 
  SECURITIES AND EXCHANGE COMMISSION  
 <>   <>   <>   <>   <> 

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, 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.

 

Yes o

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 o

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 o

 

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).

Yes ý

No o

 

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 filer ý

Smaller Reporting Company ý

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. o

 

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

 

Yes ý

No o

 

 

 

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

   

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 (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.

   

(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.

   
 

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 and Related Stockholder Matters

   

(a)

Security ownership of certain beneficial owners.

   

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

     
   

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 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

   

(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

   
 

Notes to Balance Sheets, December 31, 2019 and 2018

   
 

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.)
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-A

Exhibit 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

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed hereinBCTC V ASSIGNOR CORP CERT 302

 

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

 

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

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.

Date: March 4, 2020

 

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 4, 2020

/s/ John P. Manning

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

 

John P. Manning

   
   
   

 

 

DATE:

SIGNATURE:

TITLE:

March 4, 2020

/s/ Marc N. Teal

(Principal Financial Officer), BCTC V Assignor Corp.

 

Marc N. Teal

   
   
   

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/4/20
For Period end:12/31/19
12/31/1810-K
8/10/04
1/2/04
10/22/03S-11
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