UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (
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 |
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 ◻ |
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 ◻ |
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.
No ◻ |
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).
No ◻ |
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 ◻ | |
Smaller Reporting Company | ||
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes | No ◻ |
DOCUMENTS INCORPORATED BY REFERENCE
None
BCTC IV ASSIGNOR CORP.
Form 10-K ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021
TABLE OF CONTENTS
2
PART I
Item 1. Business
Organization
BCTC IV Assignor Corp., a Delaware corporation, is the assignor limited partner (the “Assignor Limited Partner”) of BF Garden Tax Credit Fund IV L.P. (formerly known as Boston Capital Tax Credit Fund IV L.P.), a Delaware limited partnership (the “Fund”) and does not engage in any other business. Units of beneficial interest in the limited partnership interest of the Assignor Limited Partner have been assigned by the Assignor Limited Partner by means of beneficial assignee certificates (“BACs”) to investors and investors are 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.
Effective as of December 15, 2020, BF Garden Companion Limited Partnership, a Massachusetts limited partnership formerly known as Boston Capital Companion Limited Partnership (“Companion”) replaced John P. Manning as the sole owner of the Assignor Limited Partner. Also effective as of December 15, 2020, BFBC Holdings GP, LLC, a Delaware limited liability company and an affiliate of Boston Financial Investment Management, LP, a Delaware limited partnership (“BFIM”),replaced Boston Capital Partners II Corporation as the general partner of Companion, and BFIM replaced Boston Capital Companion Holdings Limited Partnership as the sole limited partner of Companion.
A Registration Statement on Form S-11 and the related prospectus, as supplemented (the "Prospectus") were filed with the Securities and Exchange Commission and became effective December 16, 1993 in connection with a public offering ("Offering") in one or more series of a minimum of 250,000 BACs and a maximum of 30,000,000 BACs at $10 per BAC. On April 18, 1996 an amendment to Form S-11, which registered an additional 10,000,000 BACs for sale to the public in one or more series, became effective. On April 2, 1998 an amendment to Form S-11, which registered an additional 25,000,000 BACs for sale to the public in one or more series, became effective. On August 31, 1999 an amendment to Form S-11, which registered an additional 8,000,000 BACs for sale to the public became effective. On July 26, 2000 an amendment to Form S-11, which registered an additional 7,500,000 BACs for sale to the public became effective. On July 23, 2001 an amendment to Form S-11, which registered an additional 7,000,000 BACs for sale to the public became effective. On July 24, 2002 an amendment to Form S– 11, which registered an additional 7,000,000 BACs for sale to the public became effective. On July 2, 2003, an amendment to Form S-11, which registered an additional 7,000,000 BACs for sale to the public became effective. As of December 31, 2021, subscriptions had been received and accepted by the General Partner in Series 20, Series 21, Series 22, Series 23, Series 24, Series 25, Series 26, Series 27, Series 28, Series 29, Series 30, Series 31, Series 32, Series 33, Series 34, Series 35, Series 36, Series 37, Series 38, Series 39, Series 40, Series 41, Series 42, Series 43, Series 44, Series 45 and Series 46 for 83,651,080 BACs representing capital contributions of $836,177,880.
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.
3
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 Internal Revenue 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 Internal Revenue Code (the “Rehabilitation Tax Credit”). Section 236 (f) (ii) of the National Housing Act, as amended, and 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 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 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, 2021, the Fund has investments in 0 Operating Partnerships on behalf of Series 20, 0 Operating Partnerships on behalf of Series 21, 0 Operating Partnerships on behalf of Series 22, 0 Operating Partnerships on behalf of Series 23, 0 Operating Partnerships on behalf of Series 24, 0 Operating Partnerships on behalf of Series 25, 0 Operating Partnerships on behalf of Series 26, 0 Operating Partnerships on behalf of Series 27, 0 Operating Partnerships on behalf of Series 28, 1 Operating Partnership on behalf of Series 29, 0 Operating Partnerships on behalf of Series 30, 0 Operating Partnerships on behalf of Series 31, 0 Operating Partnerships on behalf of Series 32, 0 Operating Partnerships on behalf of Series 33, 1 Operating Partnership on behalf of Series 34, 0 Operating Partnerships on behalf of Series 35, 0 Operating Partnerships on behalf of Series 36, 0 Operating Partnerships on behalf of Series 37, 0 Operating Partnerships on behalf of Series 38, 0 Operating Partnerships on behalf of Series 39, 0 Operating Partnerships on behalf of Series 40, 1 Operating Partnership on behalf of Series 41, 2 Operating Partnerships on behalf of Series 42, 0 Operating Partnerships on behalf of Series 43, 1 Operating Partnership on behalf of Series 44, 4 Operating Partnerships on behalf of Series 45 and 8 Operating Partnerships on behalf of Series 46.
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 various 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 some 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 sales desirable and if 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.
4
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 BF Garden Companion Limited Partnership, a Massachusetts limited partnership formerly known as Boston Capital Companion Limited Partnership. 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, 2021 the Fund has 41,597 BAC holders for an aggregate of 83,651,080 BACs.
The BACs were issued in series. Series 20 consists of 2,240
investors holding 3,866,700 BACs, Series 21 consists of 1,143
investors holding 1,892,700 BACs, Series 22 consists of 1,594
investors holding 2,564,400 BACs, Series 23 consists of 2,084
investors holding 3,336,727 BACs, Series 24 consists of 1,256
investors holding 2,169,878 BACs, Series 25 consists of 1,728
investors holding 3,026,109 BACs, Series 26 consists of 2,224
investors holding 3,995,900 BACs, Series 27 consists of 1,281
investors holding 2,460,700 BACs, Series 28 consists of 1,989
investors holding 4,000,738 BACs, Series 29 consists of 2,135
investors holding 3,991,800 BACs, Series 30 consists of 1,306
investors holding 2,651,000 BACs, Series 31 consists of 2,007
investors holding 4,417,857 BACs, Series 32 consists of 2,183
investors holding 4,754,198 BACs, Series 33 consists of 1,198
investors holding 2,636,533 BACs, Series 34 consists of 1,646
investors holding 3,529,319 BACs, Series 35 consists of 1,634
investors holding 3,300,463 BACs, Series 36 consists of 988
investors holding 2,106,837 BACs, Series 37 consists of 1,106
investors holding 2,512,500 BACs, Series 38 consists of 1,167
investors holding 2,543,100 BACs, Series 39 consists of 975
investors holding 2,292,152 BACs, Series 40 consists of 1,076
investors holding 2,630,256 BACs, Series 41 consists of 1,341
investors holding 2,891,626 BACs, Series 42 consists of 1,185
investors holding 2,744,262 BACs, Series 43 consists of 1,631
investors holding 3,637,987 BACs, Series 44 consists of 1,260
investors holding 2,701,973 BACs, Series 45 consists of 1,816 investors holding 4,014,367 BACs and Series 46 consists of 1,404 investors holding 2,980,998 BACS at December 31, 2021.
(c) | Dividend history and restriction |
The Assignor Limited Partner has no revenues and there will be no distributions of dividends.
Item 6. [Reserved]
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.
6
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, 2021, 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, 2021. 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, 2021.
(c) | Changes in Internal Controls |
There were no changes in the Assignor Limited Partner’s internal controls over financial reporting that occurred during the quarter ended December 31, 2021 that materially affected, or are reasonably likely to materially affect, the Assignor Limited Partner’s internal control over financial reporting.
Item 9B. Other Information
None
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
Not Applicable
7
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:
Gregory Voyentzie, age 52, has served as Chief Executive Officer of BFIM since June 2018. Mr. Voyentzie joined BFIM in 1999 and has over 27 years of experience in the affordable housing industry. Prior to his current position, Mr. Voyentzie was an Executive Vice President of BFIM and co-lead of the Production group, where he maintained joint responsibility for establishing the strategic direction of the syndication platform, identifying and marketing new capital sources and selecting property-level investments. Mr. Voyentzie has held several other senior positions within BFIM and has been a member of the firm's Investment Committee since 2005.
Marie Reynolds, age 55, is the Chief Financial Officer (CFO) and Chief Operating Officer (COO) of BFIM. Ms. Reynolds joined BFIM in 1995 and has 26 years of financial analysis and reporting experience within the affordable housing industry. In her role as CFO and COO of BFIM, Ms. Reynolds sets financial policy for BFIM and works with senior executives to set strategic direction and develop policies that have organization-wide impact. Ms. Reynolds was named BFIM’s CFO in 2014 and COO in 2020.
(f) | Involvement in certain legal proceedings. |
None
(g) | Promoters and control persons. |
None
(h) and (i) | BF Garden Companion Limited Partnership, a Delaware limited partnership formerly known as Boston Capital Companion Limited Partnership, is the registrant’s sole shareholder. Gregory Voyentzie is the registrant’s principal executive officer and sole director and accordingly the registrant has no audit committee or audit committee financial committee expert and has not adopted a code of ethics. The code of ethics of Boston Financial Investment Management, LP applies to the principal executive officer and director of the registrant and will be provided without charge to any person who requests it. Such request should be directed to the registrant at c/o Boston Financial Investment Management, LP, Attention: Investor Services Group, 101 Arch Street, 13th Floor, Boston, Massachusetts 02110 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
8
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, 2021, 83,651,080 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 21 |
| 6.14 | % |
Series 22 |
| 8.69 | % |
Series 23 |
| 6.79 | % |
Series 26 |
| 8.71 | % |
Series 27 |
| 9.34 | % |
Series 28 |
| 6.31 | % |
Series 32 |
| 5.97 | % |
Series 41 |
| 9.76 | % |
Series 42 |
| 6.92 | % |
Series 43 |
| 7.39 | % |
Series 44 |
| 7.38 | % |
Series 45 |
| 5.31 | % |
Series 46 |
| 7.12 | % |
As of December 31, 2021, 83,651,080 BACs had been issued. The following Series are known to have an investor, Summit Venture, P.O. Box 47638, Phoenix, AZ 85068, with holdings in excess of 5% of the total outstanding BACs in the series.
Series 20 |
| 6.49 | % |
Series 25 |
| 6.90 | % |
As of December 31, 2021, 83,651,080 BACs had been issued. The following Series are known to have an investor, David Lesser, 199 S Los Robles Ave Suite 200, Pasadena, CA 91101, with holdings in excess of 5% of the total outstanding BACs in the series.
Series 33 |
| 6.89 | % |
Series 34 |
| 7.86 | % |
Series 35 |
| 6.68 | % |
Series 36 |
| 5.45 | % |
Series 37 |
| 7.42 | % |
Series 38 |
| 7.82 | % |
Series 39 |
| 7.43 | % |
Series 40 |
| 5.34 | % |
(b) | Security ownership of management. |
100% owned by BF Garden Companion Limited Partnership (formerly known as Boston Capital Companion Limited Partnership)
(c) | Changes in control. |
None
The Assignor Limited Partner has no compensation plans under which interests are authorized for issuance.
9
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 2021 were comprised of the following:
Audit Fees |
| $ | 9,150 |
Audit-related Fees |
| — | |
Tax Fees |
| — | |
All Other Fees |
| — | |
TOTAL | $ | 9,150 |
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 the registrant’s principal executive officer or principal financial officer.
Fees paid to the registrant’s independent auditors for Fiscal Year 2020 were comprised of the following:
Audit Fees |
| $ | 9,050 |
Audit-related Fees |
| — | |
Tax Fees |
| — | |
All Other Fees |
| — | |
TOTAL | $ | 9,050 |
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 the registrant’s principal executive officer or principal financial officer.
10
PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) 1 & 2 Financial Statements and Financial Statement Schedules; Filed herein as Exhibits 13
BCTC IV Assignor Corp.; filed herein as Exhibit 13 Report of Independent Registered Public Accounting Firm
Balance Sheets, December 31, 2021 and 2020
Notes to Balance Sheets, December 31, 2021 and 2020
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 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.) (Filed on paper - hyperlink not required pursuant to Rule 105 of Regulation S-T.) |
Exhibit No. 4 - Instruments defining the rights of securities holders, including indentures.
a. | Description of Securities. (Incorporated by reference from Registrant's current report on Form 10-K as filed with the Securities and Exchange Commission on March 25, 2021). |
https://www.sec.gov/Archives/edgar/data/1003815/000110465921041525/tm2038001d1_ex4-a.htm |
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) (Filed on paper - hyperlink not required pursuant to Rule 105 of Regulation S-T.) |
Exhibit No. 13 - Financial Statements.
Exhibit No. 28 - Additional exhibits.
None
Exhibit No. 31 Certification 302
11
Exhibit No. 32 Certification 906
a. | |
b. |
101.The following materials from the BCTC IV Assignor Corp. Annual Report on Form 10-K for the period ended December 31, 2021 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Balance Sheets and (ii) related notes, furnished herewith
104. Cover Page Interactive Data File (formatted in iXBRL and included in Exhibit 101).
Item 16. Form 10-K Summary
Not applicable.
12
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. | |
|
|
|
Date: March 24, 2022 | By: | /s/ Gregory Voyentzie |
|
| Gregory Voyentzie |
|
| President (Principal Executive Officer) |
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 24, 2022 | /s/ Gregory Voyentzie | Director, President (Principal Executive Officer), BCTC IV Assignor Corp. |
| Gregory Voyentzie |
DATE: | SIGNATURE: | TITLE: |
|
|
|
March 24, 2022 | /s/ Marie Reynolds | Treasurer (Principal Accounting and Financial Officer), BCTC IV Assignor Corp. |
| Marie Reynolds |
13
Exhibit 13
BCTC IV ASSIGNOR CORP.
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
DECEMBER 31, 2021 AND 2020
BCTC IV Assignor Corp.
TABLE OF CONTENTS
| PAGE |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB No. | 2 |
| |
FINANCIAL STATEMENT | |
| |
3 | |
| |
4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the President and Chief Financial Officer
BCTC IV Assignor Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of BCTC IV Assignor Corp. (the “Company”) as of December 31, 2021 and 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal security laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits of the balance sheets provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ |
|
We have served as the Company’s auditor since 2002.
March 24, 2022
2
BCTC IV Assignor Corp.
BALANCE SHEET
December 31,
ASSETS |
| 2021 |
| 2020 | ||
Investment in limited partnership (Note B) | $ | | $ | | ||
LIABILITY AND STOCKHOLDER’S EQUITY |
|
|
|
| ||
Subscription payable | $ | | $ | | ||
Stockholder’s equity |
|
|
|
| ||
Common stock - |
| |
| | ||
Less: subscription receivable | ( | ( | ||||
| | |||||
$ | | $ | |
The accompanying notes are an integral part of these financial statements.
3
BCTC IV Assignor Corp.
NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2020
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, BF Garden Tax Credit Fund IV L.P. (formerly known as Boston Capital Tax Credit Fund IV L.P.) (the “Limited Partnership”). The Corporation has assigned 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 does not have any interest in profits, losses or distributions on its own behalf.
Effective as of December 15, 2020, BF Garden Companion Limited Partnership, a Massachusetts limited partnership formerly known as Boston Capital Companion Limited Partnership (“Companion”) replaced John P. Manning as the sole owner of the Corporation. Also effective as of December 15, 2020, BFBC Holdings GP, LLC, a Delaware limited liability company and an affiliate of Boston Financial Investment Management, LP, a Delaware limited partnership (“BFIM”),replaced Boston Capital Partners II Corporation as the general partner of Companion, and BFIM replaced Boston Capital Companion Holdings Limited Partnership as the sole limited partner of Companion.
NOTE B - INVESTMENT IN LIMITED PARTNERSHIP
On
4
EXHIBIT 31.a
I, Gregory Voyentzie, certify that:
1. | I have reviewed this annual report on Form 10-K of BCTC IV Assignor Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
March 24, 2022 | /s/ Gregory Voyentzie |
| Gregory Voyentzie |
| Principal Executive Officer, |
| BCTC IV Assignor Corp. |
1
EXHIBIT 31.b
I, Marie Reynolds, certify that:
1. | I have reviewed this annual report on Form 10-K of BCTC IV Assignor Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
March 24, 2022 | /s/ Marie Reynolds |
| Marie Reynolds |
| (Principal Accounting and Financial Officer), BCTC IV Assignor Corp. |
1
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, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory Voyentzie, Principal Executive 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 24, 2022 | /s/ Gregory Voyentzie |
| |
| Gregory Voyentzie |
| 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.
1
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, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marie Reynolds, 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 24, 2022 | /s/ Marie Reynolds |
| |
| Marie Reynolds |
| Principal Accounting and Financial 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.
1
BALANCE SHEET - USD ($) |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
ASSETS | ||
Investment in limited partnership (Note B) | $ 100 | $ 100 |
LIABILITY AND STOCKHOLDER'S EQUITY | ||
Subscription payable | 100 | 100 |
Stockholder's equity | ||
Common stock - 1,000 shares authorized, issued and outstanding, $1 par value per share | 1,000 | 1,000 |
Less: subscription receivable | (1,000) | (1,000) |
Stockholder's equity | 0 | 0 |
LIABILITIES AND STOCKHOLDER'S EQUITY | $ 100 | $ 100 |
BALANCE SHEET (Parenthetical) - $ / shares |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
BALANCE SHEET | ||
Common stock, shares par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
ORGANIZATION |
12 Months Ended |
---|---|
Dec. 31, 2021 | |
ORGANIZATION | |
ORGANIZATION | 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, BF Garden Tax Credit Fund IV L.P. (formerly known as Boston Capital Tax Credit Fund IV L.P.) (the “Limited Partnership”). The Corporation has assigned 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 does not have any interest in profits, losses or distributions on its own behalf. Effective as of December 15, 2020, BF Garden Companion Limited Partnership, a Massachusetts limited partnership formerly known as Boston Capital Companion Limited Partnership (“Companion”) replaced John P. Manning as the sole owner of the Corporation. Also effective as of December 15, 2020, BFBC Holdings GP, LLC, a Delaware limited liability company and an affiliate of Boston Financial Investment Management, LP, a Delaware limited partnership (“BFIM”),replaced Boston Capital Partners II Corporation as the general partner of Companion, and BFIM replaced Boston Capital Companion Holdings Limited Partnership as the sole limited partner of Companion. |
INVESTMENT IN LIMITED PARTNERSHIP |
12 Months Ended |
---|---|
Dec. 31, 2021 | |
INVESTMENT IN LIMITED PARTNERSHIP | |
INVESTMENT IN LIMITED PARTNERSHIP | NOTE B - INVESTMENT IN LIMITED PARTNERSHIP On October 12, 1993, the Corporation was admitted as the assignor limited partner in the Limited Partnership. The Limited Partnership was formed to invest in real estate by acquiring, holding, and disposing of limited partnership interests in operating partnerships which have acquired, developed, rehabilitated, operate and own newly-constructed, existing or rehabilitated low-income apartment complexes. The Corporation recorded its $100 investment at cost. |
INVESTMENT IN LIMITED PARTNERSHIP (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
|
INVESTMENT IN LIMITED PARTNERSHIP | ||
Investment in limited partnership (Note B) | $ 100 | $ 100 |
Limited Liability Company or Limited Partnership, Business, Formation Date | Oct. 12, 1993 |
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