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SECURITIES AND EXCHANGE COMMISSION [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE For the transition period from _______ to _______ BCTC IV ASSIGNOR CORP. Delaware _04-3208532____ (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.)
Washington, D.C. 20549
FORM 10-K
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005 or
( ) TRANSITION REPORT PERSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-104061-01
(Exact name of registrant as specified in its charter)
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 |
|
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 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 |
X |
NO |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer[ ] Accelerated filer[ ] Non-accelerated filer[ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES |
X |
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|
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Fund are incorporated by reference:
Form 10-K |
|
Parts |
Document |
Parts I, III |
Portions of the prospectus filed as a part of Registration Statement on Form S-11 which became effective December 16, 1993, as supplemented |
BCTC IV ASSIGNOR CORP.
Form 10-K ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2005
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 IV 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 64 to 88 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, 2005, the Fund had invested in 23 Operating Partnerships on behalf of Series 20, 14 Operating Partnership on behalf of Series 21, 29 Operating Partnerships on behalf of Series 22, 22 Operating Partnerships on behalf of Series 23, 24 Operating Partnerships on behalf of Series 24, 22 Operating Partnerships on behalf of Series 25, 45 Operating Partnerships on behalf of Series 26, 16 Operating Partnerships on behalf of Series 27, 26 Operating Partnerships on behalf of Series 28, 22 Operating Partnerships on behalf of Series 29, 20 Operating Partnerships on behalf of Series 30, 27 Operating Partnerships on behalf of Series 31, 17 Operating Partnerships on behalf of Series 32, 10 Operating Partnerships on behalf of Series 33, 14 Operating Partnerships on behalf of Series 34, 11 Operating Partnerships on behalf of Series 35, 11 Operating Partnerships on behalf of Series 36, 7 Operating Partnerships on behalf of Series 37, 10 Operating Partnerships on behalf of Series 38, 9 Operating Partnerships
on behalf of Series 39, 16 Operating Partnerships on behalf of Series 40, 23 Operating Partnerships on behalf of Series 41, 22 Operating Partnerships on behalf of Series 42, 22 Operating Partnerships on behalf of Series 43, 10 Operating Partnerships on behalf of Series 44, 31 Operating Partnerships on behalf of Series 45 and 14 Operating Partnerships on behalf of Series 46.
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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 49 to 61 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 |
|
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 December 31, 2005, the Assignor Limited Partner has 43,274 BAC holders for an aggregate of 83,651,080 BACs. |
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The BACs were issued in series. Series 20 consists of 2,341 |
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(c) |
Dividend history and restriction |
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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 |
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|
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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 57, 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 Corporation, 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 multifamily 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 42, has been Senior Vice President and 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. 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 Corporation 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 |
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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, 2005, 83,651,080 BACs had been issued. The following series are known to have one investor with holdings in excess of 5% of the total outstanding BACs in the series: Series 20 6.88% Series 21 5.37% Series 22 8.24% Series 23 6.50% Series 24 6.54% Series 25 5.84% Series 26 7.46% Series 27 8.31% Series 28 6.98% Series 29 5.87% Series 30 6.20% Series 32 5.54% |
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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 2005 were comprised of the following: Audit Fees $1,700 Audit-related Fees - Tax Fees - All Other Fees - TOTAL $1,700 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 IV 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, 2005 |
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Notes to Balance Sheet, December 31, 2005 |
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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 IV Assignor Corp.
(Incorporated by reference from Exhibit 3 to the
Fund's Registration Statement No. 33-70564 on Form S-11 as
filed with the Securities and Exchange Commission on October 19,
1993.)
Exhibit No. 10 - Material contracts.
a. Beneficial Assignee Certificate. (Incorporated by reference from
Exhibit 10A to the Fund's Registration Statement No. 33-70564 on
Form S-11 as filed with the Securities and Exchange Commission on
October 19, 1993)
Exhibit No. 13 - Financial Statements.
a. Audited Financial Statement of BCTC IV 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 IV Assignor Corp. |
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Date: March 31, 2006 |
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, 2006 |
/s/ John P. Manning |
Director, President (Principal Executive Officer), BCTC IV Assignor Corp. |
John P. Manning |
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DATE: |
SIGNATURE: |
TITLE: |
March 31, 2006 |
/s/ Marc N. Teal |
(Principal Financial Officer), BCTC IV Assignor Corp. |
Marc N. Teal |
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BALANCE SHEETS AND
INDEPENDENT AUDITORS' REPORT
BCTC IV ASSIGNOR CORP.
DECEMBER 31, 2005 and 2004
BCTC IV Assignor Corp.
TABLE OF CONTENT
PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM 3
FINANCIAL STATEMENT
BALANCE SHEETS 4
NOTES TO BALANCE SHEETS 5
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholder
BCTC IV Assignor Corp.
We have audited the accompanying balance sheets of BCTC IV Assignor Corp. as of December 31, 2005 and 2004. These balance sheets are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these balance sheets based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheets are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheets. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the balance sheets referred to above presents fairly, in all material respects, the financial position of BCTC IV Assignor Corp. as of December 31, 2005 and 2004, in conformity with accounting principles generally accepted in the United States of America.
/s/ Reznick Group, P.C.
Bethesda, Maryland
March 21, 2006
3
BALANCE SHEETS
December 31,
ASSETS |
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|
2005 |
2004 |
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|
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Investment in limited partnership (note B) |
$ 100 |
$ 100 |
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LIABILITY AND STOCKHOLDERS' EQUITY |
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|
|
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Subscription payable |
$ 100 |
$ 100 |
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Stockholders' equity |
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Common stock - 1,000 shares authorized, issued and outstanding, $1 par value per share |
1,000 |
1,000 |
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Less: subscription receivable |
(1,000) |
(1,000) |
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$ 100 |
$ 100 |
The accompanying notes are an integral part of these balance sheets.
4
NOTES TO BALANCE SHEETS
December 31, 2005 and 2004
NOTE A - ORGANIZATION
BCTC IV Assignor Corp. (the "Corporation") was organized on October 12, 1993 under the laws of the State of Delaware to act as the assignor limited partner of, and to acquire and hold a limited partnership interest in, Boston Capital Tax Credit Fund IV L.P. (the "Limited Partnership"). The Corporation will assign units of beneficial interest in its limited partnership interest to persons who purchase Beneficial Assignee Certificates (BACs), on the basis of one unit of beneficial interest for each BAC. The Corporation will not have any interest in profits, losses or distributions on its own behalf.
NOTE B - INVESTMENT IN LIMITED PARTNERSHIP
On October 12, 1993, the Corporation was admitted as the assignor limited partner in Boston Capital Tax Credit Fund IV L.P. The Limited Partnership was formed to invest in real estate by acquiring, holding, and disposing of limited partnership interests in operating partnerships which will acquire, develop, rehabilitate, operate and own newly-constructed, existing or rehabilitated low-income apartment complexes. The Corporation has recorded its $100 investment at cost.
5
EXHIBIT 32.a
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of BCTC IV Assignor Corp. (the "registrant") on Form 10-K for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John P. Manning, Principal Executive Officer of registrant, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, after due inquiry:
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant. |
Date: |
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March 31, 2006 |
/s/ John P. Manning |
|
John P. Manning |
||
Principal Executive Officer |
||
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.b
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of BCTC IV Assignor Corp. (the "registrant") on Form 10-K for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Marc N. Teal, Principal Financial Officer of the registrant, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, after due inquiry:
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant. |
Date: |
||
March 31, 2006 |
/s/ Marc N. Teal |
|
Marc N. Teal |
||
Principal Financial Officer |
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A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 31.a
I, John P. Manning, certify that:
Date: March 31, 2006 |
/s/ John P. Manning |
John P. Manning |
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Director, President |
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(Principal Executive |
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Officer), BCTC IV |
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Assignor Corp. |
EXHIBIT 31.b
I, Marc N. Teal, certify that:
March 31, 2006 |
/s/ Marc N. Teal |
Marc N. Teal |
|
(Principal Financial Officer), BCTC IV Assignor Corp. |
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