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EX-32.1 - EX-32.1 - NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIPnen-20161231ex32126e71a.htm
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EX-31.1 - EX-31.1 - NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIPnen-20161231ex31144afc2.htm
10-K - 10-K - NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIPnen-20161231x10k.htm

Exhibit 99.1

 

HAMILTON PARK TOWERS LLC

Financial Statements—Unconsolidated Significant Joint Venture

As of December 31, 2016 and 2015

and for the Years ended December 31, 2016, 2015 and 2014

Together With Report of Independent

Registered Public Accounting Firm

 

 

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Joint Venture Members of

Hamilton Park Towers LLC

We have audited the accompanying balance sheets of Hamilton Park Towers LLC (the “Joint Venture”) as of December 31, 2016 and 2015, and the related statements of operation, changes in members’ capital and cash flows for each of the years in the three‑year period ended December 31, 2016. Hamilton Park Tower’s Management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements 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 financial statements are free of material misstatement. The Joint Venture is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Joint Venture internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hamilton Park Towers LLC at December 31, 2016 and 2015 and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

/s/ Miller Wachman LLP

 

 

Boston, Massachusetts

 

 

March 10, 2017

 

 

 

1


 

Hamilton Park Towers LLC

(Unconsolidated Significant Joint Venture)

Balance Sheets

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

    

2016

    

2015

 

ASSETS

 

 

 

 

 

 

 

Rental Properties

 

$

91,943,516

 

$

94,250,027

 

Cash and Cash Equivalents

 

 

1,496,250

 

 

1,186,144

 

Rent Receivable

 

 

204,956

 

 

66,818

 

Real Estate Tax Escrow

 

 

211,494

 

 

210,446

 

Prepaid Expenses and Other Assets

 

 

1,627,342

 

 

1,898,655

 

Total Assets

 

$

95,483,558

 

$

97,612,090

 

LIABILITIES AND MEMBERS’ CAPITAL

 

 

 

 

 

 

 

Mortgage Note Payable

 

$

83,336,579

 

$

84,680,019

 

Accounts Payable and Accrued Expenses

 

 

673,585

 

 

792,706

 

Advance Rental Payments and Security Deposits

 

 

2,667,408

 

 

2,482,081

 

Total Liabilities

 

 

86,677,572

 

 

87,954,806

 

Commitments and Contingent Liabilities (Note7)

 

 

 

 

 

 

 

Members’ Capital

 

 

8,805,986

 

 

9,657,284

 

Total Liabilities and Members’ Capital

 

$

95,483,558

 

$

97,612,090

 

Member’s Capital—NERA 40%

 

$

3,522,393

 

$

3,862,914

 

 

See notes to accompany the financial statements.

2


 

Hamilton Park Towers, LLC

(Unconsolidated Significant Joint Venture)

Statements of Operation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

    

2016

    

2015

    

2014

 

Revenues

 

 

 

 

 

 

 

 

 

 

Rental Income

 

$

14,731,240

 

$

14,316,846

 

$

13,658,064

 

Laundry and Sundry Income

 

 

108,711

 

 

93,064

 

 

100,935

 

 

 

 

14,839,951

 

 

14,409,910

 

 

13,758,999

 

Expenses

 

 

 

 

 

 

 

 

 

 

Administrative

 

 

187,176

 

 

225,509

 

 

226,551

 

Depreciation and Amortization

 

 

3,261,594

 

 

3,219,340

 

 

5,347,841

 

Management Fees

 

 

317,947

 

 

304,868

 

 

289,170

 

Operating

 

 

1,165,589

 

 

1,234,505

 

 

1,233,796

 

Renting

 

 

250,675

 

 

122,378

 

 

177,251

 

Repairs and Maintenance

 

 

1,391,171

 

 

1,134,751

 

 

1,181,497

 

Taxes and Insurance

 

 

1,541,959

 

 

1,548,439

 

 

1,462,398

 

 

 

 

8,116,111

 

 

7,789,790

 

 

9,918,504

 

Income Before Other Income

 

 

6,723,840

 

 

6,620,120

 

 

3,840,495

 

Other Income (Loss)

 

 

 

 

 

 

 

 

 

 

Interest Income

 

 

 

 

 

 

 —

 

Interest Expense

 

 

(4,875,137)

 

 

(4,937,726)

 

 

(5,010,644)

 

 

 

 

(4,875,137)

 

 

(4,937,726)

 

 

(5,010,644)

 

Net Income (Loss)

 

$

1,848,703

 

$

1,682,396

 

$

(1,170,149)

 

NERA—40%

 

$

739,481

 

$

672,958

 

$

(468,061)

 

 

See notes to accompany the financial statements.

3


 

Hamilton Park Towers LLC

(Unconsolidated Significant Joint Venture)

Statements of Changes in Members’ Capital

 

 

 

 

 

 

    

Hamilton

 

 

 

Park Towers LLC

 

Balance, January 1, 2014

 

$

14,995,037

 

Distribution to members

 

 

(2,225,000)

 

Net Loss

 

 

(1,170,149)

 

Balance, December 31, 2014

 

$

11,599,888

 

Distribution to members

 

 

(3,625,000)

 

Net Loss

 

 

1,682,396

 

Balance, December 31, 2015

 

$

9,657,284

 

Distribution to members

 

 

(2,700,000)

 

Net Income

 

 

1,848,703

 

Balance, December 31, 2016

 

$

8,805,986

 

Allocation to New England Realty Associations Limited Partnership for 2016:

 

 

 

 

Percentage Ownership

 

 

40

%

Distributions Received

 

$

(1,080,000)

 

Net Income

 

$

739,481

 

Member’s Capital

 

$

3,522,394

 

 

See notes to accompany the financial statements.

4


 

HAMILTON PARK TOWERS LLC

(Unconsolidated Significant Joint Venture)

Statements of Cash Flow

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

    

2016

    

2015

    

2014

 

Cash Flows from Operating Activites

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

1,848,703

 

$

1,682,396

 

$

(1,170,149)

 

Adjustments to reconcile net income to net cash provided by (used in) operating activites:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

3,261,594

 

 

3,219,340

 

 

5,347,841

 

Amortization of deferred financing costs

 

 

58,316

 

 

58,316

 

 

58,316

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Decrease (Increase) in rent receivable

 

 

(138,138)

 

 

28,039

 

 

(3,156)

 

(Decrease) Increase in accounts payable and accrued expenses

 

 

(119,121)

 

 

(1,289)

 

 

(150,144)

 

Decrease (Increase) in real estate tax escrow

 

 

(1,048)

 

 

84,302

 

 

132,337

 

Decrease (Increase) in prepaid expenses and other assets

 

 

271,313

 

 

18,481

 

 

(387,545)

 

Increase in advance rental payments and security deposits

 

 

185,328

 

 

257,257

 

 

103,315

 

Total adjustments

 

 

3,518,244

 

 

3,664,445

 

 

5,100,964

 

Net cash provided by operating activites

 

 

5,366,947

 

 

5,346,841

 

 

3,930,815

 

Cash flows from investing activites

 

 

 

 

 

 

 

 

 

 

Improvement of rental properties

 

 

(955,083)

 

 

(326,590)

 

 

(368,831)

 

Net cash (used in) investing activites

 

 

(955,083)

 

 

(326,590)

 

 

(368,831)

 

Cash flows from financing activites

 

 

 

 

 

 

 

 

 

 

Principal payments of mortgage notes payable

 

 

(1,401,758)

 

 

(1,337,888)

 

 

(1,169,825)

 

Investment by members

 

 

 

 

 

 —

 

 

 

Distributions to members

 

 

(2,700,000)

 

 

(3,625,000)

 

 

(2,225,000)

 

Net cash (used in) financing activities

 

 

(4,101,758)

 

 

(4,962,888)

 

 

(3,394,825)

 

Net increase in cash and cash equivalents

 

 

310,106

 

 

57,363

 

 

167,159

 

Cash and cash equivalents, at beginning of year

 

 

1,186,144

 

 

1,128,780

 

 

961,622

 

Cash and cash equivalents, at end of year

 

$

1,496,250

 

$

1,186,144

 

$

1,128,780

 

Supplementary cash flow statement information:

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

4,771,975

 

$

4,835,845

 

$

4,489,429

 

Cash paid for state taxes

 

$

2,560

 

$

500

 

$

3,440

 

 

See notes to accompany the financial statements.

5


 

HAMILTON PARK TOWERS LLC

(Unconsolidated Significant Joint Venture)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

Line of Business:  Hamilton Park Towers LLC, (the “Joint Venture” or the “Property”), was organized in Massachusetts in 2009. The Joint Venture owns and operates 409 residential apartment units located in Brookline, Massachusetts. The Joint Venture is owned 40% by New England Realty Associates Limited Partnership (“NERA”) and is a “significant unconsolidated subsidiary” under Rule 3‑09 of Regulation S‑X requiring separated financial statements.

Basis of Preparation:  The preparation of the financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Accordingly, actual results could differ from those estimates.

Revenue Recognition:  Rental income from residential properties is recognized over the term of the related leases. For residential tenants, amounts 60 days in arrears are charged against income. Concessions made on residential leases are accounted for on the straight‑line basis.

Above‑market and below‑market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the differences between (i) the contractual amounts to be paid pursuant to each in‑place lease and (ii) management’s estimate of fair market lease rates for each corresponding in‑place lease, measured over a period equal to the remaining term of the lease for above‑market leases and the initial term plus the term of any below‑market fixed‑rate renewal options for below‑market leases. The capitalized above‑market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below‑market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below‑market fixed‑rate renewal options of the respective leases.

Rental Properties:  Rental properties are stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred; improvements and additions, which improve or extend the life of assets, are capitalized. When assets are retired or otherwise disposed of, the cost of the asset and related accumulated depreciation is eliminated from the accounts, and any gain or loss on such disposition is included in income. Fully depreciated assets are removed from the accounts. Rental properties are depreciated by both straight‑line and accelerated methods over their estimated useful lives. Significant acquisitions with long term leases are evaluated to determine if a portion of the purchase price is allocable to intangibles such as non‑market rate rents.

Upon acquisition of rental property, the Joint Venture estimated the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in‑place leases and (iii) tenant relationships. The Joint Venture allocated the purchase price to the assets acquired and liabilities assumed based on their fair values. The Joint Venture records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction. In estimating the fair value of the tangible and intangible assets acquired, the Joint Venture considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimates cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it is vacant.

6


 

Other intangible assets acquired include amounts for in‑place lease values and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Joint Venture’s overall relationship with the respective tenant. Factors to be considered by management in its analysis of in‑place lease values include an estimate of carrying costs during hypothetical expected lease‑up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease‑up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. Characteristics considered by management in valuing tenant relationships include the nature and extent of the Joint Venture’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals. The value of in‑place leases are amortized to expense over the remaining initial terms of the respective leases. The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.

In the event that facts and circumstances indicate that the carrying value of a rental property may be impaired, an analysis of the value is prepared. The estimated future undiscounted cash flows are compared to the asset’s carrying value to determine if a write‑down to fair value is required.

Leasing Fees: Leasing fees are capitalized and amortized on a straight‑line basis over the life of the related lease. Unamortized balances are expensed when the corresponding fee is no longer applicable.

Deferred Financing Costs:  Costs incurred in obtaining financing are capitalized and amortized over the term of the related indebtedness. Deferred financing costs are presented in the balance sheet as a direct deduction from the carrying value of the debt liability to which they relate. In all cases, amortization of such costs is included in interest expense and was approximately $58,000,  $58,000 and $58,000 for the years ended December 31, 2016, 2015, and 2014 respectively.

 

Income Taxes:  The financial statements have been prepared on the basis that the joint venture is entitled to tax treatment as a partnership. Accordingly, no provision for income taxes has been recorded. (See note 10)

Cash Equivalents:  The Joint Venture considers cash equivalents to be all highly liquid instruments purchased with a maturity of three months or less.

Comprehensive Income:  Comprehensive income is defined as changes in members’ equity, exclusive of transactions with owners (such as capital contributions and dividends). The Joint Venture did not have any comprehensive income items in 2016, 2015, or 2014 other than net income as reported.

Concentration of Credit Risks and Financial Instruments:  The Joint Venture property is located in Brookline, Massachusetts, and is subject to the general economic risks related thereto. No single tenant accounted for more than 5% of the revenues in 2016, 2015 or 2014. The Joint Venture makes its temporary cash investments with high‑credit‑quality financial institutions. At December 31, 2016 and 2015, respectively approximately $2,255,000 and $1,943,000 of cash and cash equivalents, and security deposits included in prepaid expenses and other assets exceeded federally insured amounts.

Advertising Expense: Advertising is expensed as incurred. Advertising expense was $16,000 in 2016, $18,000 in 2015 and $9,000 in 2014.

Interest Capitalized:  The Joint Venture follows the policy of capitalizing interest as a component of the cost of rental property when the time of construction exceeds one year. During the years ended December 31, 2016, 2015 and 2014 there was no capitalized interest.

Reclassifications:  Certain reclassifications have been made to prior period amounts in order to conform to current period presentation. The reclassifications were related primarily to conform to ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct

7


 

deduction from the associated debt liability. This new standard was effective for interim and annual reporting beginning after December 15, 2015 and requires retrospective application. Approximately $223,000 of deferred financing costs were reclassified to contra term loans on the balance sheet at December 31, 2015. Amortization of deferred financing costs of approximately $58,000 and $58,000 were reclassified as interest expenses for the years ended December 31, 2015 and 2014, respectively. There was no change to the net income for any period presented as a result of these reclassifications.

 

 

Subsequent Events:  The Joint Venture has evaluated subsequent events through March 10, 2017, the date the financial statements were issued.

NOTE 2. RENTAL PROPERTIES

Rental Properties Consist of the Following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

 

    

2016

    

2015

    

Useful Life

 

Land, Improvements and Parking Lots

 

$

30,339,451

 

$

30,330,503

 

15

40

years

Buildings and Improvements

 

 

72,704,085

 

 

72,709,959

 

15

40

years

Kitchen Cabinets

 

 

709,464

 

 

484,699

 

5

10

years

Carpets

 

 

321,811

 

 

266,372

 

5

10

years

Air Conditioning

 

 

71,928

 

 

75,535

 

5

10

years

Laundry Equipment

 

 

97,754

 

 

97,754

 

5

7

years

Elevators

 

 

2,034,882

 

 

1,789,662

 

20

40

years

Equipment

 

 

7,188,348

 

 

7,228,479

 

5

30

years

Furniture and Fixtures

 

 

541,864

 

 

160,627

 

5

7

years

Smoke Alarms

 

 

3,433

 

 

4,377

 

5

7

years

 

 

 

114,013,020

 

 

113,147,967

 

 

 

 

 

Less Accumulated Depreciation

 

 

(22,069,504)

 

 

(18,897,940)

 

 

 

 

 

 

 

$

91,943,516

 

$

94,250,027

 

 

 

 

 

 

 

 

8


 

 

 

 

 

 

 

    

Hamilton Park

 

 

 

Towers LLC

 

Rental Properties at Cost:

 

 

 

 

Balance, January 1, 2014

 

$

125,677,667

 

Additions

 

 

368,831

 

Write off of retired assets

 

 

(12,889,440)

 

Balance, December 31, 2014

 

 

113,157,058

 

Additions

 

 

326,590

 

Write off of retired assets

 

 

(335,681)

 

Balance, December 31, 2015

 

 

113,147,967

 

Additions

 

 

955,083

 

Write off of retired assets

 

 

(90,030)

 

Balance, December 31, 2016

 

$

114,013,020

 

Accumulated Depreciation:

 

 

 

 

Balance, January 1, 2014

 

$

23,556,703

 

Depreciation for year

 

 

5,347,018

 

Write off of retired assets

 

 

(12,889,440)

 

Balance, December 31, 2014

 

 

16,014,281

 

Depreciation for year

 

 

3,219,340

 

Write off of retired assets

 

 

(335,681)

 

Balance, December 31, 2015

 

 

18,897,940

 

Depreciation for year

 

 

3,261,594

 

Write off of retired assets

 

 

(90,030)

 

Balance, December 31, 2016

 

$

22,069,504

 

Net Book Value

 

$

91,943,516

 

 

NOTE 3. RELATED PARTY TRANSACTIONS

The Joint Venture’s property is managed by an entity that is owned by the majority shareholder of the General Partner. The management fee is equal to 2% at Hamilton Park Towers of gross receipts of rental revenue and laundry income. Total management fees paid were approximately $318,000, $303,000 and $289,000 in 2016, 2015 and 2014, respectively.

In 2016, the Management Company also received approximately $55,000 for construction supervision and architectural fees, $16,000 for maintenance services and $15,000 for administrative services.

In 2015, the Management Company also received approximately $10,000 for construction supervision and architectural fees, $46,000 for maintenance services and $24 ,000 for administrative services.

In 2014, the Management Company also received approximately $2,000 for construction supervision and architectural fees, $25,000 for maintenance services and $40,000 for administrative services.

NOTE 4. OTHER ASSETS

Approximately $1,035,000 and $1,034,000 of security deposits are included in prepaid expenses and other assets at December 31, 2016 and 2015, respectively. Security deposits and escrow accounts are restricted cash.

Included in prepaid expenses and other assets at December 31, 2016 and 2015 is approximately $1,034,000 and $637,000, respectively, held in escrow to fund future capital improvements.

9


 

NOTE 5. MORTGAGE NOTES PAYABLE

At December 31, 2016 and 2015, the mortgage payable is secured by a first mortgage on properties referred to in Note 2. At December 31, 2016, the interest rate on the loan is 5.57%, payable in monthly installments aggregating approximately $514,000, including interest, through October 2019. The mortgage is subject to prepayment penalties.

The Joint Venture has pledged tenant leases as additional collateral for this loan.

Approximate annual maturities at December 31, 2016 are as follows:

 

 

 

 

 

 

    

Hamilton Park

 

 

 

Towers LLC

 

2017

 

$

1,593,000

 

2018

 

 

1,685,000

 

2019

 

 

80,223,000

 

 

 

 

83,501,000

 

Less: unamortized deferred financing costs

 

 

164,000

 

 

 

$

83,337,000

 

 

NOTE 6. ADVANCE RENTAL PAYMENTS AND SECURITY DEPOSITS

The Joint Venture’s residential lease agreements may require tenants to maintain a one‑month advance rental payment and/or a security deposit. Prepaid rents are approximately $1,109,000 and $1,076,000 at December 31, 2016 and 2015, respectively. Security deposits are approximately $1,035,000 and $1,034,000 at December 31, 2016 and 2015, respectively.

NOTE 7. COMMITMENTS AND CONTINGENCIES

From time to time, the Joint Venture may be involved in various ordinary routine litigation incidents to its business. The Joint Venture either has insurance coverage or provides for any uninsured claims when appropriate. The Joint Venture is not involved in any material pending legal proceedings.

NOTE 8. RENTAL INCOME

Substantially all rental income was related to residential apartments with leases of one year of less.

Rents receivable are approximately $205,000 and $67,000 net of allowances for doubtful accounts at December 31, 2016 and 2015, respectively.

NOTE 9. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Measurements on a Recurring Basis

At December 31, 2016 and 2015, we do not have any significant financial assets or financial liabilities that are measured at fair value on a recurring basis in our financial statements.

Financial Assets and Liabilities not Measured at Fair Value

At December 31, 2016 and 2015 the carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable, and note payable, accounts payable and accrued expenses were representative of their fair values due to the short‑term nature of these instruments or, the recent acquisition of these items.

10


 

At December 31, 2016 and 2015, we estimated the fair value of our mortgage payable based upon quoted market prices for the same (Level 1) or similar (Level 2) issues when current quoted market prices are available. We estimated the fair value of our secured mortgage debt that does not have current quoted market prices available by discounting the future cash flows using rates currently available to us for debt with similar terms and maturities (Level 3). The differences in the fair value of our debt from the carrying value are the result of differences in interest rates and/or borrowing spreads that were available to us at December 31, 2016 and 2015, as compared with those in effect when the debt was issued or acquired. The secured mortgage debt contain pre‑payment penalties or yield maintenance provisions that could make the cost of refinancing the debt at lower rates exceed the benefit that would be derived from doing so.

The following table reflects the carrying amounts and estimated fair value of our debt. 

 

 

 

 

 

 

 

 

 

    

Carrying Amount

    

Estimated Fair Value

 

Mortgage Note Payable

 

 

 

 

 

 

 

At December 31, 2016

*

$

83,336,579

 

$

87,687,588

 

At December 31, 2015

*

$

84,680,020

 

$

90,852,481

 

 

      *Net of unamortized deferred financing costs

Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2016 and 2015. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31, 2016 and current estimates of fair value may differ significantly from the amounts presented herein.

NOTE 10. TAXABLE INCOME AND TAX BASIS

The Joint Venture is not subject to income taxes as it files a partnership tax return whereby its income or loss is reportable by the members.

Taxable income or loss is different than financial statement income because of intangible assets, accelerated depreciation, different tax lives, and timing differences related to prepaid rents and allowances. The Partnership share of the taxable income is approximately $253,000 less than statement income for the year ended December 31, 2016. The cumulative tax basis of the Joint Venture real estate allocated to the Partnership at December 31, 2016 is approximately $1,012,000 more than the statement basis primarily due to the purchase price allocation to intangible assets at Hamilton Park Towers and accelerated depreciation.

The Joint Venture adopted the amended provisions related to uncertain tax provisions of ASC 740, Income Taxes. As a result of the implementation of the guidance, the Joint Venture recognized no material adjustments regarding its tax accounting treatment. The Joint Venture expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense, which would be included in general and administrative expense.

In the normal course of business the Joint Venture is subject to examination by federal, state and local jurisdictions in which it operates, where applicable. As of December 31, 2016, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2013 forward.

NOTE 11. NEW ACCOUNTING PRONOUNCEMENTS 

In February 2016, the FASB issued ASU 2016-02, modifying the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee.  This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively.  A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.  Leases with a term of 12 months or less will be accounted for

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in the same manner as operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The guidance supersedes previously issued guidance under ASC Topic 840 “Leases”. The guidance is effective on January 1, 2019, with early adoption permitted.  The Joint Venture is currently in the process of evaluating the impact the adoption of ASU 2016-02 will have on theJoint Venture’s financial statements.

 

In March 2016, the FASB issued ASU 2016-07, which eliminates a requirement for the retroactive adjustment on a step by step basis of the investment, results of operations, and retained earnings as if the equity method had been effective during all previous periods that the investment had been held when an investment qualifies for equity method accounting due to an increase in the level of ownership or degree of influence. The cost of acquiring the additional interest in the investee is to be added to the current basis of the investor’s previously held interest and the equity method of accounting should be adopted as of the date the investment becomes qualified for equity method accounting. This guidance is to be applied on a prospective basis and is effective for interim and annual periods beginning after December 15, 2016. Early adoption is permitted for financial statements that have not been previously issued. The adoption of ASU 2016-07 will have no significant impact on the Joint Venture’s financial statements. 

 

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses eight specific cash flow issues and intends to reduce the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance is effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Joint Venture is currently in the process of evaluating the impact the adoption of ASU 2016-15 will have on the Joint Venture’s statement of cash flows.

 

 

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