REPORT TO THE HOUSING AUTHORITY
Transcription
REPORT TO THE HOUSING AUTHORITY
REPORT TO THE HOUSING AUTHORITY DATE ISSUED: September 4, 2013 REPORT NO: HAR13-025 ATTENTION: Chair and Members of the Housing Authority of the City of San Diego For the Agenda of September 24, 2013 SUBJECT: Final Bond Authorization for COMM 22 Senior Housing COUNCIL DISTRICT: 8 REQUESTED ACTION Authorize the issuance of Housing Authority of the City of San Diego multifamily housing mortgage revenue bonds to fund the new construction of COMM 22 Senior Housing Apartments. STAFF RECOMMENDATION That the Housing Authority of the City of San Diego (Housing Authority) take the following action: authorize the issuance of up to $15,500,000 in multifamily housing mortgage revenue bonds to fund construction of the 70-unit COMM 22 Senior Housing Apartments (COMM 22 Senior) to be located at 690 Beardsley Street by COMM 22 Senior Housing L.P. SUMMARY COMM 22 Senior will provide 70 affordable rental units for seniors (age 62+) in a mixed-use, transitoriented affordable housing development located south of Commercial Street along the trolley corridor (Attachment 1 - site maps). In 2012, the San Diego Housing Commission (Housing Commission) and Housing Authority approved (respectively on May 15, 2012 [HCR 12-070] and June 12, 2012 [HAR12027]), a not-to-exceed $4,200,000 residual receipts loan and approved certain initial steps to issue up to $15,500,000 in tax-exempt multifamily housing revenue bonds (Attachment 2). The Project COMM 22 Senior is BRIDGE Housing Corporation’s (BRIDGE) proposed 70-unit new construction affordable rental housing for seniors to be located south of Commercial Street, along the trolley corridor on land leased for 65 years from the San Diego Unified School District (SDUSD). This project for seniors is the second phase of a multi-phase transit-oriented mixed-use development. When completed, the overall COMM 22 multi-phase development will have: 130 rental units for families (currently under construction), the proposed 70- unit COMM 22 Senior, a child daycare community facility, retail/commercial uses, and in future phases, 17 for-sale row homes plus 27 live-work lofts with office space in a refurbished existing warehouse building. The housing phases will be built as separate buildings on separate ground-leased parcels, with each housing phase to be owned by separate legal entities. This report, and the proposed issuance of multifamily housing mortgage revenue bonds, are only applicable to the COMM 22 Senior phase. COMM 22 Senior will provide 69 affordable rental units (and one manager’s unit) comprised of 15 studios, 51 one-bedrooms, and 4 two-bedrooms. The proposed development will be one building with four stories, using wood-frame construction over a 58-space one-level concrete parking garage. September 4, 2013 Final Bond Authorization for COMM 22 Senior Housing Page 2 Additional parking includes four spaces in the surface parking area of the adjacent COMM 22 Family project. Amenities include a laundry room, a community room with kitchen, and a private courtyard for resident use. Security features will include controlled access (key fob required) at building entries, controlled access to the building’s elevator, security cameras in the parking garage, and cameras on the building’s exterior with views of the entrances. The proposed project will have universal design features and will comply with all federal accessibility standards. There are no tenant relocation costs. A trolley station is located nearby at 25th and Commercial Street and bus stops are nearby on Imperial Avenue. The project will be required to comply with state and federal prevailing wage rates. Project Sustainability COMM 22 Senior will be built to Leadership in Energy and Environmental Design (LEED) Silver standards with sustainable features such as: energy efficient systems (windows, Energy Star appliances, heating, ventilation, and air conditioning systems), and environmentally friendly finish materials. The project will include water conservation features such as low-flow plumbing fixtures, limited landscaping drip irrigation, and rain sensors for irrigation control. A solar thermal system will supplement the hot water heating system. Sustainability will also be integrated into the construction effort since materials will be recycled and there will be efforts to minimize waste in framing and other processes. Development Team COMM 22 Senior Housing, L.P. (a California limited partnership) will own the project. The limited partnership will consist of: an entity to be formed by Bank of America as the tax credit investor limited partner and COMM 22 Senior GP, LLC as general partner. The members of COMM 22 Senior GP LLC will be, (see Attachment 3), BRIDGE and MAAC Project (MAAC) (with BRIDGE as the co-general partner with a 75 percent share, and MAAC as the co-general partner with a 25 percent share). BRIDGE is a successful affordable housing developer with significant experience in a wide range of housing projects. Table 1 Development Team Summary ROLE/FIRM Owner – COMM 22 Senior Housing L.P. (single asset entity) (Co-General Partner [75%] BRIDGE Housing Corporation and Co-General Partner [25%]) MAAC Architect - McLarand Vasquez Emsiek & Partners (Irvine) Prevailing Wage Monitor – Gonzalez-White Consulting Services (San Diego) General Contractor - Cannon Contractors (San Diego) Civil Engineering - Nasland Engineering (San Diego) Construction Lender - Bank of America, N.A., as lender bank/bond purchaser Trustee - Bank of New York Mellon Trust Company, N.A. Management - BRIDGE Property Management Company AFFORDABLE HOUSING IMPACT COMM 22 Senior will provide 70 rental units, 69 of which will be affordable to extremely-low income and low income seniors, with 15 units restricted at 30 percent of area Median Income (AMI), 12 units restricted at 40 percent of AMI, and 42 units restricted at 50 percent of AMI. One two-bedroom unit will be reserved for an on-site manager and will not be income restricted. The Department of Housing and Urban Development’s (HUD) 202 Capital Advance program will restrict 30 of the units and will provide a Project Based Rental Assistance contract for those 30 units. The HUD 202 Capital Advance program has given provisional approval with final approval expected in early September 2013. September 4, 2013 Final Bond Authorization for COMM 22 Senior Housing Page 3 Housing Commission rent and occupancy restrictions will be recorded against all of the 69 affordable units for 55 years, including restrictions on 29 units (6 studios, 21 one-bedrooms and 2 two-bedrooms) under the HOME Investment Partnership (HOME) program, plus an additional 10 non-202 units, and Housing Commission restrictions will be on the HUD 202 units. The following table describes the units’ affordability and estimated rents. Table 2 Affordability & Rent Table COMM 22 Senior Housing - 69 restricted units (72 total bedrooms), and 1 manager’s units. Affordability Mix Non HUD 202 Units: 30% AMI units 40% AMI units 50% AMI units Subtotal Non-HUD Units HUD 202 Units: 30% AMI - HUD 202 40% AMI - HUD 202 50% AMI - HUD 202 Subtotal HUD 202 Units Manager’s unit Total Units Studios (one bath) (414-499 sq.ft.) Studio Estimated Units Net Rents 3 $406 * 6 $548 * 6 $689 * 15 0 0 0 0 0 15 ------ One Bedrooms (one bath) (497-703 sq.ft.) 1 Bdrm Estimated Units Net Rents 0 -0 -21 $732 * 21 11 6 13 30 0 51 Two Bedrooms (1.5 baths) (808-811 sq.ft.) 2 Bdrm Estimated Units Net Rents 1 $510 * 0 -2 $820 * 3 $250 * $250 * $250 * --- 0 0 0 0 1 4 ---Manager -- Total 4 6 29 39 11 6 13 30 1 70 * Developer’s estimated rents after utility allowance deduction. On February 28, 2013 COMM 22 Senior Housing L.P. and SDUSD executed an Agreement Affecting Real Property which restricts occupancy and rents based upon the California Department of Housing and Community Development’s use of the California Health and Safety Code. Housing Commission occupancy and rent limits are based upon HUD regulations. Rent and affordability restrictions will be the more restrictive of the various lenders’ requirements plus the SDUSD lease. Estimated Development Schedule • September 18, 2013 CDLAC meeting for award of bond allocation • September 24, 2013 estimated for Housing Authority review • Mid-October 2013 estimated closing and bond issuance • October 2013 estimated construction start • January 2015 estimated construction completion September 4, 2013 Final Bond Authorization for COMM 22 Senior Housing Page 4 Financing Structure Estimated sources of funding are summarized in the following table: Table 3 - Estimated Financing Sources Construction Financing Sources Construction Loan (multifamily mortgage revenue bonds) HUD 202 Capital Advance loan Housing Commission loan State Funds: Transit Oriented Development loan and grant …………….. ($1,054,103) Infrastructure Infill grant …….($2,267,437) CalReUse grant……………… ($123,737) Subtotal SANDAG grant. Developer General Partner Equity 4% Tax Credit Equity Deferred Interest Total Development Cost (TDC Amounts Permanent Financing Sources Permanent Loan $15,500,000 (multifamily mortgage revenue bonds $0 HUD 202 Capital Advance loan. $4,200,000 Housing Commission loan State Funds: Transit Oriented Development loan and grant …………….. ($4,904,103) Infrastructure Infill grant …….($2,267,437) CalReUse grant……………….. ($123,737) $3,445,277 Subtotal $191,762 SANDAG grant. $0 Developer General Partner Equity $500,000 4% Tax Credit Equity $0 Deferred Interest $23,837,039 Total Development Cost (TDC. TDC Per Unit (for 70 units) Housing Commission Loan Per Unit (for 69 affordable units) Amounts $0 $4,868,300 $4,200,000 $7,295,277 $191,762 $1,100,000 $10,805,201 $75,096 $28,535,636 $407,652 $60,870 Public Disclosure and Bond Authorization The bonds will be sold through a private placement, purchased directly by Bank of America, N.A. (BANA). BANA is a “qualified institutional buyer” within the meaning of the U.S. securities laws. At closing, it will sign an “Investor’s Letter” certifying, among other things, that it is buying the bonds for its own account and not for public distribution. Because the bonds are being sold through a private placement, an Official Statement will not be used. In addition, the bonds will not be subject to continuing disclosure requirements nor will they be credit enhanced or rated. Under the private placement structure for this transaction, pursuant to a Trust Indenture agreement a third-party bank/trustee will administer bond proceeds, collect project loan payments, make bond debt service payments, and protect the interest of bondholders. The transfer of the bonds by BANA or any subsequent bondholder will be restricted to transferees who would purchase all of the bonds (to maintain ownership by a single bondholder), and who would represent to the Housing Authority that they are qualified institutional buyers who are buying the bonds for investment purposes and not for resale, and have made due investigation of the information they would deem material in connection with the purchase of the bonds. The following documents will be executed on behalf of the Housing Authority: Indenture, Loan Agreement, Assignment of Deed of Trust, Regulatory Agreement, and other documents. At the time of docketing, bond documents in substantially final form will be presented to members of the Housing Authority. Any changes to the documents following Housing Authority approval require the consent of the City Attorney’s office and bond counsel. Indenture: The bonds will be issued pursuant to an Indenture between the Housing Authority and BANA (acting as the bond owner representative). Based upon instructions contained in the Indenture, the bond owner representative will disburse bond proceeds for eligible costs, collect project revenues, and make payments to bondholders. September 4, 2013 Final Bond Authorization for COMM 22 Senior Housing Page 5 Loan Agreement: Under the terms of the Loan Agreement, the Housing Authority will loan the bond proceeds to the borrower in order to develop the project. The Loan Agreement sets out the terms of repayment and the security for the loan, and the Housing Authority assigns its rights to receive repayments under the loan to BANA as the bond owner representative. Assignment of Deed of Trust and other Loan Documents: These documents assign the Housing Authority’s rights and responsibilities as the bond issuer to BANA, and they are signed by the Housing Authority and BANA. Rights and responsibilities that are assigned to BANA include the right to collect and enforce the collection of loan payments, monitor project construction and related budgets, enforce insurance, and enforce other requirements. These rights will be used by BANA, as the bond owner representative, to protect its financial interests as the bondholder. Regulatory Agreement: Will be recorded against the property in order to ensure the long term use of the project as affordable housing and to ensure that the project complies with all applicable federal and state laws. The Housing Authority, BANA, and COMM 22 Family Housing L.P. (borrower) are parties to the Regulatory Agreement. Since the bonds will not be repaid using any City of San Diego (City) or Housing Authority revenues, it is not appropriate to provide any information about the City’s finances. See Attachment 4 for a summary of the Housing Commission’s Multifamily Bond Program and actions that must be taken by the Housing Authority and by the San Diego City Council (City Council) to initiate and finalize bond financings. There are no fiscal impacts to the Housing Commission, to the City, or to the Housing Authority associated with this report’s proposed action of final authorization to issue multifamily housing revenue bonds. The bonds will not constitute a debt of the City. The bonds will not financially obligate the City, the Housing Authority, or the Housing Commission because security for the repayment of the bonds will be limited to specific private revenue sources. Neither the faith and credit nor the taxing power of the City nor the faith and credit of the Housing Authority will be pledged to the payment of the bonds. The developer is responsible for the payment of all costs under the financing, including the Housing Commission's bond issuer fee, annual bond monitoring fee, bond counsel, and financial advisor fees, attorney costs, and an annual affordability monitoring fee. The Housing Authority’s bond counsel is Stradling Yocca Carlson and Rauth. Ross Financial, the Housing Commission’s Financial Advisor, has performed due diligence concerning the proposed financing and has formulated a recommendation for the Housing Authority. After evaluating the terms of the proposed financing and the public benefits to be achieved, it is the Financial Advisor’s recommendation that the Housing Authority proceed with the issuance of the bonds. After evaluating the terms of the proposed financing and the public benefits to be achieved, it is the Financial Advisor’s recommendation that the Housing Authority proceed with the issuance of the bonds based upon findings including: a) achieving a public purpose by providing 69 affordable units restricted to income levels at or below 50 percent of AMI, b) bonds will be purchased by a well-established, highly capitalized bank and subject to very restrictive transfer limitations, c) bonds should be repaid in full after construction and lease up, d) borrower indemnification of the Housing Authority and Housing Commission with all issuance costs paid by the borrower, and e) “based on estimates provided by the borrower, as reviewed and confirmed by BANA, there should be sufficient funds to complete the project.” The Financial Advisor’s feasibility analysis and recommendation is provided as Attachment 5. Staff is also working with the City Attorney and the City’s Disclosure Practices Working Group to ensure that the issuance of Housing Authority bonds is in conformance with the City’s disclosure requirements. The developer’s September 4, 2013 Final Bond Authorization for COMM 22 Senior Housing Page 6 Disclosure Statements are included as Attachment 6. A Development Summary is included as Attachment 7. FISCAL CONSIDERATIONS The proposed funding sources and uses approved by this action were approved in the Fiscal Year 2014 Housing Authority Approved Budget. Approving this action will not change the Fiscal Year 2014 Total Budget. Approving this action will produce 69 affordable rental units for seniors plus one manager’s unit at an average cost to the Housing Commission of $60,870 per affordable unit, in the form of a Housing Commission residual receipts loan to the project developer totaling $4.2 million. Funding sources approved by this action are as follows: HOME Investment Partnerships Program Grant Funds - $4,190,000 Local Housing Trust Funds - $10,000 Total funding sources - $4,200,000 Funding uses approved by this action are as follows: Residual Receipts Loan - $4,200,000 Approving this action will further give the President and Chief Executive Officer or his designee the authority to substitute the above funding sources with other funding sources available, should the operational need arise or should such action be to the benefit of the Housing Commission and its mission. Funding substitutions will be ratified in an Informational Report at the next Housing Commission Board Meeting. PREVIOUS COUNCIL and/or COMMITTEE ACTION An up to $4,200,000 residual receipts loan, along with initial steps to issue Multifamily Housing Bonds for this project, were approved by the Housing Commission (on May 15, 2012, HCR 12-070), and approved by the Housing Authority on June 12, 2012 (HAR 12-027) “COMM 22 Senior Housing – Loan Confirmation and Preliminary Bond Items”. The City Council approved Resolution #R-308241on June 18, 2013 pursuant to Section 147(f) of the IRS Code approving the Housing Authority’s issuance of bonds for COMM 22 Senior Housing. On September 13, 2013, the recommendation in this report was presented to the Housing Commission. COMMUNITY PARTICIPATION and PUBLIC OUTREACH EFFORTS The proposed development was approved by the Southeastern San Diego Planning Group on September 10, 2007 by a unanimous vote of seven in favor with no abstentions. During the entitlement and design phase the developer also performed outreach and provided periodic updates to community groups. KEY STAKEHOLDERS and PROJECTED IMPACTS Stakeholders include: BRIDGE and MAAC as co-developers, SDUSD as the land owner and lessor of the land, Bank of America as a lender, the State of California as a funds provider, the Housing Authority as bond issuer, the Housing Commission as a lender, and the residents of Logan Heights and Sherman Heights. The project is anticipated to have a positive impact on the two communities of Logan Heights and Sherman Heights that COMM 22 Senior is located between as it will contribute to the quality of the September 4, 2013 Final Bond Authorization for COMM 22 Senior Housing Page 7 surrounding neighborhood, will provide 69 units of affordable housing, and will help generate jobs for San Diego’s local construction industry. ENVIRONMENTAL REVIEW The City previously evaluated the environmental impacts associated with this project in the City Council’s December 4, 2007 approval of a Certification of Mitigated Negative Declaration No. 122002 pursuant to the California Environmental Quality Act. In September 2012, processing under the National Environmental Policy act (NEPA) was completed and the Department of Housing and Urban Development gave its authorization to use HOME Investment Partnership funds. Respectfully submitted, Approved by, J.P. Correia Deborah N. Ruane J.P. Correia Project Manager Deborah N. Ruane Senior Vice President Real Estate Department Attachments: 1) 2) 3) 4) 5) 6) Site Maps Housing Authority report HAR12-027 June 12, 2012 Organization Chart Bond Program Summary Financial Advisor’s Feasibility Analysis Disclosure Statements a) COMM 22 Senior Housing L.P. b) COMM 22 Senior GP LLC c) BRIDGE Housing Corporation d) MAAC 7) Development Summary Hard copies are available for review during business hours in the main lobby of the San Diego Housing Commission offices at 1122 Broadway, San Diego, CA 92101 and at the Office of the San Diego City Clerk, 202 C Street, San Diego, CA 92101. You may also review complete docket materials on the San Diego Housing Commission website at www.sdhc.org. ATTACHMENT 4 HOUSING COMMISSION MULTIFAMILY HOUSING REVENUE BOND PROGRAM SUMMARY General Description: The multifamily housing bond program provides below-market financing (based on bond interest being exempt from income tax) for developers willing to set aside a percentage of project units as affordable housing. Multifamily housing revenue bonds are also known as “private activity bonds” because the projects are owned by private entities, often including nonprofit sponsors and for-profit investors. Bond Issuer: Housing Authority of the City of San Diego. There is no direct legal liability to the City, the Housing Authority or the Housing Commission in connection with the issuance or repayment of bonds. There is no pledge of the City’s faith, credit or taxing power nor of the Housing Authority’s faith and credit. The bonds do not constitute a general obligation of the issuer because security for repayment of the bonds is limited to specific private revenue sources, such as project revenues. The developer is responsible for the payment of costs of issuance and all other costs under each financing. Affordability: Minimum requirement is that at least 20% of the units are affordable at 50% of Area Median Income (AMI). Alternatively, a minimum of 10% of the units may be affordable at 50% AMI with an additional 30% of the units affordable at 60% AMI. The Housing Commission requires that the affordability restriction be in place for a minimum of 15 years. Due to the combined requirements of state, local, and federal funding sources, projects financed under the Bond Program are normally affordable for 30-55 years and often provide deeper affordability levels than the minimum levels required under the Bond Program. Rating: Generally “AAA” or its equivalent with a minimum rating of “A” or, under conditions that meet IRS and Housing Commission requirements, bonds may be unrated for private placement with institutional investors (typically, large banks). Additional security is normally achieved through the provision of outside credit support (“credit enhancement”) by participating financial institutions that underwrite the project loans and guarantee the repayment of the bonds. The credit rating on the bonds reflects the credit quality of the credit enhancement provider. Approval Process: • Inducement Resolution: The bond process is initiated when the issuer (Housing Authority) adopts an “Inducement Resolution” to establish the date from which project costs may be reimbursable from bond proceeds (if bonds are later issued) and to authorize staff to work with the financing team to perform a due diligence process. The Inducement Resolution does not represent any commitment by the Housing Commission, Housing Authority, or the developer to proceed with the financing. 4-1 • TEFRA Hearing and Resolution (Tax Equity and Fiscal Responsibility Act of 1982): To assure that projects making use of tax-exempt financing meet appropriate governmental purposes and provide reasonable public benefits, the IRS Code requires that a public hearing be held and that the issuance of bonds be approved by representatives of the governmental unit with jurisdiction over the area in which the project is located (City Council). This process does not make the City financially or legally liable for the bonds or for the project. [Note: It is uncommon for the members of the City Council to be asked to take two actions at this stage in the bond process---one in their capacity as the City Council (TEFRA hearing and resolution) and another as the Housing Authority (bond inducement). Were the issuer (Housing Authority) a more remote entity, the TEFRA hearing and resolution would be the only opportunity for local elected officials to weigh in on the project.] • Application for Bond Allocation: The issuance of these “private activity bonds” (bonds for projects owned by private developers, including projects with nonprofit sponsors and for-profit investors) requires an allocation of bond issuing authority from the State of California. To apply for an allocation, an application approved by the Housing Authority and supported by an adopted inducement resolution and by proof of credit enhancement (or bond rating) must be filed with the California Debt Limit Allocation Committee (CDLAC). In addition, evidence of a TEFRA hearing and approval must be submitted prior to the CDLAC meeting. • Final Bond Approval: The Housing Authority retains absolute discretion over the issuance of bonds through adoption of a final resolution authorizing the issuance. Prior to final consideration of the proposed bond issuance, the project must comply with all applicable financing, affordability, and legal requirements and undergo all required planning procedures/reviews by local planning groups, etc. • Funding and Bond Administration: All monies are held and accounted for by a third party trustee. The trustee disburses proceeds from bond sales to the developer in order to acquire and/or construct the housing project. Rental income used to make bond payments is collected from the developer by the trustee and disbursed to bond holders. If rents are insufficient to make bond payments, the trustee obtains funds from the credit enhancement provider. No monies are transferred through the Housing Commission or Housing Authority, and the trustee has no standing to ask the issuer for funds. Bond Disclosure: The offering document (typically a Preliminary Offering Statement or bond placement memorandum) discloses relevant information regarding the project, the developer, and the credit enhancement provider. Since the Housing Authority is not responsible in any way for bond repayment, there are no financial statements or summaries about the Housing Authority or the City that are included as part of the offering document. The offering document includes a paragraph that states that the 4-2 Housing Authority is a legal entity with the authority to issue multifamily housing bonds and that the Housing Commission acts on behalf of the Housing Authority to issue the bonds. The offering document also includes a paragraph that details that there is no pending or threatened litigation that would affect the validity of the bonds or curtail the ability of the Housing Authority to issue bonds. This is the extent of the disclosure required of the Housing Authority, Housing Commission, or the City. However, it is the obligation of members of the Housing Authority to disclose any material facts known about the project, not available to the general public, which might have an impact on the viability of the project. 4-3 Attachment 6d DEVELOPERS/CONSULTANTS/SELLERS/CONTRACTORS/ ENTITY SEEKING GRANT/BORROWERS (Collectively referred to as "CONTRACTOR" herein) STATEMENT FOR PUBLIC DISCLOSURE 1. Name of CONTRACTOR: Metropolitan Area Advisory Committee on AntiPoverty of San Diego County, Inc. dba MAAC Project 2. Address and Zip Code: 1355 Third Avenue, Chula Vista, CA 91911 3. Telephone Number: (619) 426-3595 4. Name of Principal Contact for CONTRACTOR: Arnulfo Manriquez 5. Federal Identification Number or Social Security Number of CONTRACTOR: 95-2457354 6. If the CONTRACTOR is not an individual doing business under his own name, the CONTRACTOR has the status indicated below and is organized or operating under the laws of California as: A corporation (Attach Articles of Incorporation) X A nonprofit or charitable institution or corporation. (Attach copy of Articles of Incorporation and documentary evidence verifying current valid nonprofit or charitable status). A partnership known as: (Name) Check one ( ) General Partnership (Attach statement of General Partnership) ( ) Limited Partnership (Attach Certificate of Limited Partnership) A business association or a joint venture known as: (Attach joint venture or business association agreement) A Federal, State or local government or instrumentality thereof. Other (explain) 7. If the CONTRACTOR is not an individual or a government agency or instrumentality, give date of organization: June 8, 1965 8. Provide names, addresses, telephone numbers, title of position (if any) and nature and extent of the interest of the current officers, principal members, shareholders, and investors of the CONTRACTOR, other than a government agency or instrumentality, as set forth below: a. If the CONTRACTOR is a corporation, the officers, directors or trustees, and each stockholder owning more than 10% of any class of stock. b. If the CONTRACTOR is a nonprofit or charitable institution or corporation, the members who constitute the board of trustees or board of directors or similar governing body. c. If the CONTRACTOR is a partnership, each partner, whether a general or limited, and either the percent of interest or a description of the character and extent of interest. d. If the CONTRACTOR is a business association or a joint venture, each participant and either the percent of interest or a description of the character and extent of interest. e. If the CONTRACTOR is some other entity, the officers, the members of the governing body, and each person having an interest of more than 10%. Name, Address and Zip Code Position Title (if any) and percent of interest or description of character and extent of interest (Attach extra sheet if necessary) See Exhibit A “Board Member Roster” G:\HFSHARE\FORMS\DISCLOSE.PUB Attachment C Page 2 of 14 9. Has the makeup as set forth in Item 8(a) through 8(e) changed within the last twelve (12) months? If yes, please explain in detail. Yes. Two Board members resigned from the Board in the last 12 months. We have recruited two new Board Members to replace them. A third Board Member has taken a leave of absence from the Board. We currently have 11 active Board Members. 10. Is it anticipated that the makeup as set forth in Item 8(a) through 8(e) will change within the next twelve (12) months? If yes, please explain in detail. We are actively recruiting for new Board Members to a maximum of 19 Board Members. 11. Provide name, address, telephone number, and nature and extent of interest of each person or entity (not named in response to Item 8) who has a beneficial interest in any of the shareholders or investors named in response to Item 8 which gives such person or entity more than a computed 10% interest in the CONTRACTOR (for example, more than 20% of the stock in a corporation which holds 50% of the stock of the CONTRACTOR or more than 50% of the stock in the corporation which holds 20% of the stock of the CONTRACTOR): Name, Address and Zip Code N/A Position Title (if any) and extent of interest N/A 12. Names, addresses and telephone numbers (if not given above) of officers and directors or trustees of any corporation or firm listed under Item 8 or Item 11 above: See Exhibit A “Board Member Roster” 13. Is the CONTRACTOR a subsidiary of or affiliated with any other corporation or corporations, any other firm or any other business entity or entities of whatever nature. If yes, list each such corporation, firm or business entity by name and address, specify its relationship to the CONTRACTOR, and identify the officers and directors or trustees common to the CONTRACTOR and such other corporation, firm or business entity. MAAC Project/ 1355 Third Avenue, Chula Vista, CA 91911 COMM22 Senior GP, LLC/ 345 Spear Street, Suite 700, San Francisco, CA 94105 G:\HFSHARE\FORMS\DISCLOSE.PUB Attachment C Page 3 of 14 14. Provide the financial condition of the CONTRACTOR as of the date of the statement and for a period of twenty-four (24) months prior to the date of its statement as reflected in the attached financial statements, including, but not necessarily limited to, profit and loss statements and statements of financial position. See Exhibit B “Financial Statements 15. If funds for the development/project are to be obtained from sources other than the CONTRACTOR's own funds, provide a statement of the CONTRACTOR's plan for financing the development/project: Project will be financed with conventional debt, tax credit equity and soft debt from state and local agencies. 16. Provide sources and amount of cash available to CONTRACTOR to meet equity requirements of the proposed undertaking: a. Name, Address & Zip Code of Bank/Savings & Loan: Please refer to attached financial statements, in addition, contractor is not expected to have any additional equity requirements. Amount: $ b. By loans from affiliated or associated corporations or firms: N/A Name, Address & Zip Code of Bank/Savings & Loan: Amount: $ c. By sale of readily salable assets/including marketable securities: N/A Description Market Value Mortgages or Liens $ $ 17. Names and addresses of bank references, and name of contact at each reference: Union Bank of California 530 ‘B’ Street, Suite S-535 San Diego, CA 92101 Jane Wolgemuth Vice President, Commercial Treasury Services Bank of America Brenda Matlock 333 S. Hope Street, 12th Floor Vice President, Treasury Solutions Officer Los Angeles, CA 90071 G:\HFSHARE\FORMS\DISCLOSE.PUB Attachment C Page 4 of 14 18. Has the CONTRACTOR or any of the CONTRACTOR's officers or principal members, shareholders or investors, or other interested parties been adjudged bankrupt, either voluntary or involuntary, within the past 10 years? Yes X No If yes, give date, place, and under what name. 19. Has the CONTRACTOR or anyone referred to above as "principals of the CONTRACTOR" been convicted of any felony within the past 10 years? Yes X No If yes, give for each case (1) date, (2) charge, (3) place, (4) court, and (5) action taken. Attach any explanation deemed necessary. 20. List undertakings (including, but not limited to, bid bonds, performance bonds, payment bonds and/or improvement bonds) comparable to size of the proposed project which have been completed by the CONTRACTOR including identification and brief description of each project, date of completion, and amount of bond, whether any legal action has been taken on the bond: Bond Type Project Description Date of Completion Amount of Bond Bond Action on N/A 21. If the CONTRACTOR, or a parent corporation, a subsidiary, an affiliate, or a principal of the CONTRACTOR is to participate in the development as a construction contractor or builder, provide the following information: N/A Construction Contractor has not been identified. a. Name and addresses of such contractor or builder: b. Has such contractor or builder within the last 10 years ever failed to qualify as a responsible bidder, refused to enter into a contract after an award has been made, or failed to complete a construction or development contract? Yes No If yes, please explain, in detail, each such instance: G:\HFSHARE\FORMS\DISCLOSE.PUB Attachment C Page 5 of 14 c. Total amount of construction or development work performed by such contractor or builder during the last three (3) years: $ General description of such work: List each project, including location, nature of work performed, name, address of the owner of the project, bonding companies involved, amount of contract, date of commencement of project, date of completion, state whether any change orders were sought, amount of change orders, was litigation commenced concerning the project, including a designation of where, when and the outcome of the litigation. d. Construction contracts or developments now being performed by such contractor or builder: Identification of Contract or Development Date to be Amount Completed Location N/A e. Outstanding construction-contract bids of such contractor or builder: Awarding Agency Amount Date Opened N/A 22. Provide a detailed and complete statement respecting equipment, experience, financial capacity, and other resources available to such contractor or builder for the performance of the work involved in the proposed project, specifying particularly the qualifications of the personnel, the nature of the equipment, and the general experience of the contractor: N/A, Construction contractor has not been identified. 23. Does any member of the governing body of the San Diego Housing Commission ("COMMISSION"), Housing Authority of the City of San Diego ("AUTHORITY") or City of San Diego ("CITY"), to which the accompanying proposal is being made or any officer or employee of the COMMISSION, the AUTHORITY or the CITY who exercises any functions or responsibilities in connection with the carrying out of the project covered by the CONTRACTOR's proposal, have any direct or indirect personal financial interest in the CONTRACTOR or in the proposed contractor? G:\HFSHARE\FORMS\DISCLOSE.PUB Attachment C Page 6 of 14 Yes X No If yes, explain. 24. Statements and other evidence of the CONTRACTOR's qualifications and financial responsibility (other than the financial statement referred to in Item 8) are attached hereto and hereby made a part hereof as follows: No additional items are attached. 25. Is the proposed CONTRACTOR, and/or are any of the proposed subcontractors, currently involved in any construction-related litigation? Yes X No If yes, explain: 26. State the name, address and telephone numbers of CONTRACTOR's insurance agent(s) and/or companies for the following coverages: List the amount of coverage (limits) currently existing in each category: See Certificates Attached. a. General Liability, including Bodily Injury and Property Damage Insurance [Attach certificate of insurance showing the amount of coverage and coverage period(s)] Check coverage(s) carried: See Exhibit C “Contractor’s Insurance Coverage” Comprehensive Form Premises - Operations Explosion and Collapse Hazard Underground Hazard Products/Completed Operations Hazard Contractual Insurance Broad Form Property Damage Independent Contractors Personal Injury Premises and property coverage for scheduled locations – does not include Comm22 site. b. Automobile Public Liability/Property Damage [Attach certificate of insurance showing the amount of coverage and coverage period(s)] Check coverage(s) carried: Comprehensive Form Owned G:\HFSHARE\FORMS\DISCLOSE.PUB Attachment C Page 7 of 14 Hired Non-Owned c. Workers Compensation [Attach certificate of insurance showing the amount of coverage and coverage period(s)] ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ d. Professional Liability (Errors and Omissions) [Attach certificate of insurance showing the amount of coverage and coverage period(s)] Miscellaneous Professional Liability $1,000,000 per claim/$2,000,000 aggregate ______________________________________________________________ e. Excess Liability [Attach certificate(s) of insurance showing the amount of coverage and coverage period(s)] $5,000,000 over GAIC policy #PAC 2153153___________________________ ______________________________________________________________ ______________________________________________________________ f. Other (Specify). [Attach certificate(s) of insurance showing the amount of coverage and coverage period(s)] Directors & Officers/EPLI $2,000,000 per claim/$2,000,000 aggregate – combined limits. Commercial Crime: Abuse/Molestation per attached. ______________________________________________________________ ______________________________________________________________ G:\HFSHARE\FORMS\DISCLOSE.PUB Attachment C Page 8 of 14 27. CONTRACTOR warrants and certifies that it will not during the term of the PROJECT, GRANT, LOAN, CONTRACT, DEVELOPMENT and/or RENDITIONS OF SERVICES discriminate against any employee, person, or applicant for employment because of race, age, sexual orientation, marital status, color, religion, sex, handicap, or national origin. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, sexual orientation, marital status, color, religion, sex, handicap, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the COMMISSION setting forth the provisions of this nondiscrimination clause. _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ 28. The CONTRACTOR warrants and certifies that it will not without prior written consent of the COMMISSION, engage in any business pursuits that are adverse, hostile or take incompatible positions to the interests of the COMMISSION, during the term of the PROJECT, DEVELOPMENT, LOAN, GRANT, CONTRACT and/or RENDITION OF SERVICES. _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ 29. CONTRACTOR warrants and certifies that no member, commissioner, councilperson, officer, or employee of the COMMISSION, the AUTHORITY and/or the CITY, no member of the governing body of the locality in which the PROJECT is situated, no member of the government body in which the Commission was activated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the assignment of work, has during his or her tenure, or will for one (1) year thereafter, have any interest, direct or indirect, in this PROJECT or the proceeds thereof. _________________________________________________________________ _________________________________________________________________ G:\HFSHARE\FORMS\DISCLOSE.PUB Attachment C Page 9 of 14 30. List all citations, orders to cease and desist, stop work orders, complaints, judgments, fines, and penalties received by or imposed upon CONTRACTOR for safety violations from any and all government entities including but not limited to, the City of San Diego, County of San Diego, the State of California, the United States of America and any and all divisions and departments of said government entities for a period of five (5) years prior to the date of this statement. If none, please so state: Government Entity Making Complaint Date Resolution No complaints, citations, etc., reported. 31. Has the CONTRACTOR ever been disqualified, removed from or otherwise prevented from bidding on or completing a federal, state, or local government project because of a violation of law or a safety regulation. If so, please explain the circumstances in detail. If none, please so state: MAAC has never been disqualified, removed, etc. from bidding on/or completing a project because of a violation of law or safety regulations. 32. Please list all licenses obtained by the CONTRACTOR through the State of California and/or the United States of America which are required and/or will be utilized by the CONTRACTOR and/or are convenient to the performance of the PROJECT, DEVELOPMENT, LOAN, GRANT, CONTRACT, or RENDITION OF SERVICES. State the name of the governmental agency granting the license, type of license, date of grant, and the status of the license, together with a statement as to whether the License has ever been revoked: Governmental Description License License Number Agency Date Issued Status Revocation (original) (current) (yes/no) N/A 33. Describe in detail any and all other facts, factors or conditions that may adversely affect CONTRACTOR's ability to perform or complete, in a timely manner, or at all, the PROJECT, CONTRACT, SALES of Real Property to, DEVELOPMENT, repayment of the LOAN, adherence to the conditions of the GRANT, or performance of consulting or other services under CONTRACT with the COMMISSION. N/A G:\HFSHARE\FORMS\DISCLOSE.PUB Attachment C Page 10 of 14 34. Describe in detail, any and all other facts, factors or conditions that may favorably affect CONTRACTOR's ability to perform or complete, in a timely manner, or at all, the PROJECT, CONTRACT, DEVELOPMENT, repayment of the LOAN, adherence to the conditions of the GRANT, or performance of consulting or other services under CONTRACT with the COMMISSION. N/A 35. List all CONTRACTS with, DEVELOPMENTS for or with, LOANS with, PROJECTS with, GRANTS from, SALES of Real Property to, the COMMISSION, AUTHORITY and/or the CITY within the last five (5) years: Date Entity Involved (i.e., CITY COMMISSION, etc.) Status (Current, delinquent repaid, etc.) Dollar Amount See Exhibit B “Financial Statements” 36. Within the last five years, has the proposed CONTRACTOR, and/or have any of the proposed subcontractors, been the subject of a complaint filed with the Contractor's State License Board (CSLB)? Yes X No If yes, explain: 37. Within the last five years, has the proposed CONTRACTOR, and/or have any of the proposed subcontractors, had a revocation or suspension of a CONTRACTOR's License? Yes X No If yes, explain: 38. List three local references who would be familiar with your previous construction project: Name: Gina Nelson, National Equity Fund, Inc. Address: 500 South Grand Avenue, Suite 2300, Los Angeles, CA 90071 Phone: (213) 240-3145 G:\HFSHARE\FORMS\DISCLOSE.PUB Attachment C Page 11 of 14 Project Name and Description: Laurel Tree Apartments, a 138-unit apt ranging 2-4 bdrms & 40-50% AMI. Completed July 2000. Name: Paty Lam, San Diego Housing Commission Address: 1122 Broadway, Suite 300, San Diego, CA 92101 Phone: (619) 231-9400 Project Name and Description: Mercado Apartments. A 144-unit apt. ranging 1-3 bdrms & 35-60% AMI. Completed June 1994 Name: Myrna Manaloto, Dept. of HCD, County of San Diego Address: 3989 Ruffin Road, San Diego, CA 92123 Phone: (858) 694-4874 Project Name and Description: San Martin de Porres, 116-unit apts ranging 24 bdrms & 35-45% AMI. Completed December 2000. 39. Give a brief statement respecting equipment, experience, financial capacity and other resources available to the Contractor for the performance of the work involved in the proposed project, specifying particularly the qualifications of the personnel, the nature of the equipment and the general experience of the Contractor. Construction contractor has not been identified. 40. Give the name and experience of the proposed Construction Superintendent. N/A. Construction contractor has not been identified. G:\HFSHARE\FORMS\DISCLOSE.PUB Attachment C Page 12 of 14 EXHIBIT A BOARD MEMBER ROSTER EXHIBIT B FINANCIAL STATEMENTS MAAC Project Interim Statement of Financial Position as of 06/30/2013 Unaudited - Exclusive of Minority Interest Affilates Current assets Cash & cash equivalents 1,364,785 Restricted cash and cash equivalents 1,237,970 Accounts receivable Prepaid expenses Other current assets Total Current assets Investment in rental property Property & equipment 4,258,623 110,653 182,844 7,154,874 21,911,704 2,112,117 Other assets Accrued developers fees 408,640 Deposits 286,437 Pre-development costs Investment in other entities Other assets Total Other assets Total assets 84,443 3,803,115 466,918 5,049,554 36,228,250 Current liabilities Accounts payable Accrued Payroll and Other Expenses 8,539,354 679,406 Current portion long term debt 1,957,754 Deferred revenue and working capital advances 584,626 Total Current liabilities 11,761,140 Long term liabilities Long term debt less current portion Advances payable Other liabilities 20,548,242 12,678 137,119 Total Long term liabilities 20,698,040 Total liabilities 32,459,180 Net assets Changes in Fund Balance Changes from Activities Total Net assets Total liabilities & net assets 4,168,137 (399,067) 3,769,070 36,228,250 Metropolitan Area Advisory Committee and Affiliates Consolidated Financial Statements and Supplemental Information Year Ended December 31, 2012 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Consolidated Financial Statements and Supplemental Information Year Ended December 31, 2012 Table of Contents Page Independent Auditors’ Report 1 Consolidated Financial Statements: Consolidated Statement of Financial Position 3 Consolidated Statement of Activities 4 Consolidated Statement of Changes in Net Assets 5 Consolidated Statement of Cash Flows 6 Notes to Consolidated Financial Statements 7 Supplemental Information: Schedule I – Consolidating Statements of Financial Position 18 Schedule II – Consolidating Statements of Activities 19 Independent Auditors’ Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 20 Independent Auditors’ Report on Compliance for Each Major Federal Program; Report on Internal Control Over Compliance; and Report on Schedule of Expenditures of Federal Awards required by OMB Circular A-133 21 Schedule of Expenditures of Federal Awards 23 Notes to Schedule of Expenditures of Federal Awards 24 Schedule of Findings and Questioned Costs 25 Schedule of Prior Year Findings 26 INDEPENDENT AUDITORS’ REPORT To the Board of Directors Metropolitan Area Advisory Committee and Affiliates Chula Vista, California Report on the Financial Statements We have audited the accompanying consolidated financial statements of Metropolitan Area Advisory Committee (a nonprofit organization) and Affiliates (limited partnerships), which comprise the consolidated statement of financial position as of December 31, 2012, and the related consolidated statements of activities, changes in net assets, and cash flows for the year then ended, and the related notes to the consolidated financial statements. We did not audit the financial statements of its affiliates, Senior on Broadway, LP, Carlsbad Laurel Tree Apartments, LP, San Martin De Porres Apartments, LP, and President John Adams Manor Apartments, LP. (collectively the Affiliates) and Mercado Apartments, LP (Subsidiary). These Affiliates and Subsidiary reflect total assets of $50,334,858 as of December 31, 2012, total revenue of $7,212,796, and a net loss of $1,313,277 for the year then ended. Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for its affiliates is based solely on the report of the other auditors. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express opinions on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, based on our audit and the reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Metropolitan Area Advisory Committee and Affiliates as of December 31, 2012, and the changes in their consolidated net assets and their consolidated cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The consolidating information in Schedule I and II is presented for purposes of additional analysis and is not a required part of the basic consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America. We did not audit the financial statements of the affiliates. Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for its affiliates is based solely on the report of the other auditors. In our opinion, based on our audit and the reports of the other auditors, the consolidating information in Schedules I and II is fairly presented in all material respects in relation to the consolidated financial statements as a whole. Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by U.S. Office of Management and Budget Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other accruals used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated August 20, 2013, on our consideration of Metropolitan Area Advisory Committee and Affiliates’ internal control over financial reporting and on our tests of their compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Metropolitan Area Advisory Committee and Affiliates’ internal control over financial reporting and compliance. San Diego, California August 20, 2013 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Consolidated Statement of Financial Position December 31, 2012 ASSETS Current Assets: Cash Restricted cash Accounts receivable, net of allowance for doubtful accounts of $74,581 Prepaid expenses Other current assets $ Total Current Assets 9,609,238 Other Assets: Rental property, net of accumulated depreciation Property and equipment, net of accumulated depreciation Investment in other entities Permanent financing costs, net of accumulated amortization of $1,098,354 Deposits and other assets 61,823,673 2,277,145 362,786 1,044,719 266,920 Total Other Assets Total Assets 2,357,790 3,824,711 2,692,508 511,809 222,420 65,775,243 $ 75,384,481 $ 3,482,219 1,952,865 889,806 83,616 1,618,383 1,235,100 LIABILITIES AND NET ASSETS Current Liabilities: Accounts payable Accrued expenses Lines of credit Current portion of accrued interest Current portion of notes payable Deferred revenue Total Current Liabilities 9,261,989 Ground lease payable Accrued interest, net of current portion Notes payable, net of current portion Other liabilities 811,578 4,925,172 41,925,980 165,435 Total Liabilities 57,090,154 Net Assets: Unrestricted: General Controlling interests in affiliates Temporarily restricted Noncontrolling interests in affiliates 4,959,588 (642,136) 85,884 13,890,991 Total Net Assets Total Liabilities and Net Assets See accompanying notes to consolidated financial statements. 18,294,327 $ 75,384,481 3 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Consolidated Statement of Activities Year Ended December 31, 2012 Unrestricted Revenue and Support: Contract revenue Contributions Program service fees Contractual services Charter school apportionments Rents and tenants fees - real estate Other income Interest income Rents and tenant fees - limited partnerships Net assets released from restrictions, satisfaction of program restrictions $ Total Revenue and Support Expenses: Program services: Metropolitan Area Advisory Committee Limited partnerships Supporting services: Management and general Fundraising Total Expenses Change in Net Assets See accompanying notes to consolidated financial statements. $ 26,814,812 $ 46,310 2,098,822 3,360,992 2,072,597 2,729,725 335,758 40,978 5,872,918 Temporarily Restricted Total - $ 26,814,812 5,248 51,558 2,098,822 3,360,992 2,072,597 2,729,725 335,758 40,978 5,872,918 26,972 (26,972) - 43,399,884 (21,724) 43,378,160 36,326,251 5,744,192 - 36,326,251 5,744,192 2,915,710 47,733 - 2,915,710 47,733 45,033,886 - 45,033,886 (1,634,002) $ (21,724) $ (1,655,726) 4 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Consolidated Statement of Changes in Net Assets Year Ended December 31, 2012 General Balance, beginning Change in Net Assets Distributions Balance, ending See accompanying notes to consolidated financial statements. $ 5,280,313 $ (320,725) $ 4,959,588 $ Unrestricted Controlling Interests in Affiliates (225,291) $ Totals 5,055,022 $ (416,830) (737,555) (15) (15) (642,136) $ 4,317,452 $ Temporarily Restricted 107,608 $ Noncontrolling Interests in Affiliates Total 14,816,880 $ 19,979,510 (21,724) (896,447) (1,655,726) - (29,442) (29,457) 85,884 $ 13,890,991 $ 18,294,327 5 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Consolidated Statement of Cash Flows Year Ended December 31, 2012 Cash Flows from Operating Activities: Change in net assets Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation Amortization Changes in operating assets and liabilities: Restricted cash Accounts receivable, net Prepaid expenses Deposits and other assets Accounts payable Accrued expenses Accrued interest Deferred revenue Ground lease payable Other liabilities $ (1,655,726) 3,180,168 60,524 20,267 (821,446) 18,900 109,020 83,580 159,002 259,937 503,563 107,593 80,455 Net Cash Provided by Operating Activities 2,105,837 Cash Flows from Investing Activities: Purchases of property and equipment Improvements to rental property Change in investments in other entities (588,814) (682,354) 229,296 Net Cash Used by Investing Activities (1,041,872) Cash Flows from Financing Activities: Net proceeds from lines of credit Payments of notes payable Distributions to noncontrolling interests 125,000 (1,446,339) (29,457) Net Cash Used by Financing Activities (1,350,796) Net Decrease in Cash (286,831) Cash, beginning 2,644,621 Cash, ending $ 2,357,790 Supplemental Disclosures of Cash Flow Information: Cash paid for interest $ 1,784,651 $ 4,000 Cash paid for income taxes See accompanying notes to consolidated financial statements. 6 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2012 Note 1 – Organization and Summary of Significant Accounting Policies Nature of Activities The Metropolitan Area Advisory Committee on Anti-Poverty of San Diego County, Incorporated (Metropolitan Area Advisory Committee or MAAC) is a California nonprofit corporation organized to provide an extensive network of services to the residents of San Diego County. MAAC offers various programs to meet a variety of social, economic, and health needs for low income people, and is supported primarily through federal, state and county award programs. MAAC is the general partner in the following entities: Organization Name Seniors on Broadway Limited Partnership Carlsbad Laurel Tree Apartments, L.P. San Martin De Porres Apartments, L.P. President John Adams Manor Apartments, L.P. MAAC’s Ownership Percentage .01% .009% .05% .1% The entities listed above are collectively referred to as the “Affiliates”. All the entities are California limited partnerships organized under the laws of the State of California, for the purpose of developing or acquiring, and operating low-income housing projects. Principles of Consolidation The consolidated financial statements include the accounts of Metropolitan Area Advisory Committee and its Affiliates (collectively the Organizations). All significant intercompany accounts and transactions have been eliminated. Financial Statement Presentation The Organizations reports information regarding its consolidated financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. Unrestricted net assets represent expendable funds available for operations, which are not otherwise limited by donor restrictions. Temporarily restricted net assets consist of contributed funds subject to donor-imposed restrictions contingent upon specific performance of a future event or a specific passage of time before the Organizations may spend the funds. Permanently restricted net assets are subject to irrevocable donor restrictions requiring that the assets be maintained in perpetuity usually for the purpose of generating investment income to fund current operations. The Organizations had no permanently restricted net assets during the year ended December 31, 2012. Revenue and Support Contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support, depending on the existence and/or nature of any donor restrictions. All donor-restricted support is reported as an increase in temporarily or permanently restricted net assets, depending on the nature of the restriction. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statements of activities as net assets released from restrictions. 7 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2012 Note 1 – Organization and Summary of Significant Accounting Policies, continued Revenue and Support, continued Revenue from grants/contracts is recognized to the extent of eligible costs incurred up to an amount not to exceed the total grant/contract authorized. Deferred revenue results from grant awards received that are applicable to the subsequent period. Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Accounts Receivable Accounts receivable consist of grants, contracts, and other receivables that arise in the normal course of operations. It is the policy of management to review the outstanding receivables at year end, as well as the bad debts experienced in the past, and establish an allowance for doubtful accounts for uncollectible amounts. Property and Equipment and Investment in Rental Property Acquisitions of property and equipment of $5,000 or more are capitalized for MAAC. Property and equipment are stated at cost, or if donated, at the approximate fair market value at the date of donation. Expenditures for maintenance and repairs are charged against operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets of three to 40 years. Amortization of leasehold improvements is included in depreciation expense. Land, buildings and equipment acquired with grant funds are considered to be owned by the Organizations while used in the program or in future authorized programs. However, the funding source may have a reversionary interest in the property as well as the right to determine the use of any proceeds from the sale of assets purchased with their respective funds. Impairment losses are recorded on long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets (excluding interest) are less than the carrying amount of the assets. In such cases, the carrying value of assets to be held and used are adjusted to their estimated fair value and assets held for sale are adjusted to their estimated fair value less selling expenses. No impairment losses were recognized in the year ended December 31, 2012. Contributed Materials and Services Contributed materials are recorded at their fair market value where an objective basis is available to measure their value. Such items are capitalized or charged to operations as appropriate. The Organizations received a substantial amount of services donated by volunteers in carrying out the Organizations’ program services. No amounts have been recorded for those services as they do not meet the requirements for recognition as contributions in the consolidated financial statements. However, the fair market value of contributed professional services is reported as support and expense in the period in which the services are performed. Income Taxes MAAC is a qualified nonprofit organization that is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code and Section 23701(d) of the California Revenue and Taxation Code. This exemption is for all income taxes except for those assessed on unrelated business income, if any. MAAC has had no such unrelated business income. MAAC is not a private foundation. The Organizations recognize accrued interest and penalties associated with uncertain tax positions as part of the income tax provision, when applicable. There are no amounts accrued in the financial statements related to uncertain tax positions for the year ended December 31, 2012. 8 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2012 Note 1 – Organization and Summary of Significant Accounting Policies, continued Income Taxes, continued The Organizations file informational and income tax returns in the United States and various state and local jurisdictions. The Organizations’ Federal income tax and informational returns for the year ended December 31, 2012, 2011 and 2010 are subject to examination by the Internal Revenue Service, generally for 3 years after the returns were filed. State and local jurisdictions have statutes of limitation that generally range from 3 to 5 years. Fair Value Measurements The Organizations define fair value as the exchange price that would be received for an asset or paid for a liability in the principal or most advantageous market. The Organizations apply fair value measurements to assets and liabilities that are required to be recorded at fair value under generally accepted accounting principles. Fair value measurement techniques maximize the use of observable inputs and minimize the use of unobservable inputs. The carrying value of cash, receivables, and payables approximates fair value as of December 31, 2012, due to the relative short maturities of these instruments. Subsequent Events The Organizations have evaluated subsequent events through August 20, 2013 which is the date the consolidated financial statements were available to be issued. Note 2 – Restricted Cash Cash balances are held in restricted cash accounts to comply with the terms of certain loan and other regulatory agreements. Withdrawals from these accounts are allowed only for specific purposes. The financial institutions maintain a security interest in the cash account balances. Restricted cash consists of the following: Replacement reserve Operating reserve Exit tax reserve Impound escrows Tenant security deposits Other $ 976,065 2,081,328 228,377 10,823 480,632 47,486 $ 3,824,711 Note 3 – Concentration of Credit Risk The Organizations maintain its cash in bank deposit accounts that are either insured by the Federal Deposit Insurance Corporation (FDIC) up to a limit of $250,000 per depositor or certain non-interest bearing accounts that are fully insured by the FDIC. The Organizations have not experienced any losses in its bank deposit accounts and believes they are not exposed to any significant credit risk on cash. Effective January 1, 2013, the FDIC coverage is limited to $250,000 per depositor per financial institution. The Organization manages the risk by using only high quality financial institutions. 9 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2012 Note 4 – Accounts Receivable Accounts receivable consist of the following: Weatherization and Low Income Home Energy Assistance program Head Start Charter school Childcare food program Job training program Youthbuild program Recovery homes Affiliates Other receivables $ 699,138 677,042 574,044 168,585 103,937 100,705 65,356 20,276 358,006 2,767,089 (74,581) $ 2,692,508 Less: allowance for doubtful accounts Note 5 – Rental Property MAAC owns and operates rental properties. The Mayberry Townhomes project was acquired in 2003 and consists of a 70 unit apartment complex located in San Diego, California. The Villa Lakeshore project was acquired in 2003 and consists of a 34 unit apartment complex located in Lakeside, California. Mercado Apartments was acquired in 2011 and consists of 144 residential units in San Diego, California. The MAAC Community Center is a 73,000 square foot commercial property located in Chula Vista, California that was acquired in 2002. The Affiliates own and operate low-income housing projects. The rental property consists of the following: Buildings and improvements Land Land improvements Equipment $ Less: accumulated depreciation $ MAAC 25,916,301 $ 7,216,822 1,264,948 34,398,071 (12,046,761) 22,351,310 $ Affiliates 47,147,155 $ 4,296,249 4,583,228 2,150,042 58,176,674 (18,704,311) 39,472,363 Total 73,063,456 11,513,071 4,583,228 3,414,990 92,574,745 (30,751,072) $ 61,823,673 A substantial portion of the Organizations’ rental property is identified as collateral for the related notes payable. Note 6 – Property and Equipment Property and equipment consists of the following: Buildings and improvements Land Leasehold improvements Vehicles Furniture and equipment $ 1,529,450 94,988 2,049,984 1,617,314 1,355,309 6,647,045 (4,369,900) $ 2,277,145 Less: accumulated depreciation 10 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2012 Note 7 – Lines of Credit MAAC has an unsecured $250,000 line of credit with Raza Development Fund with interest only payments due monthly at 7.5%. The funds are to be used in connection with predevelopment costs associated with the COMM 22 LLC project. The line of credit had a balance of $252,500 as of December 31, 2012. The principal and any unpaid interest were due in April 2012, however MAAC is currently negotiating a new maturity date. MAAC also has a $750,000 line of credit with City National Bank with interest only payments due monthly at the greater of 2.5% or Prime plus 1%. The line of credit had a balance of $637,306 as of December 31, 2012. The principal and any unpaid interest were due in December 2012, however MAAC is currently negotiating a new maturity date. Note 8 – Ground Lease One of the affiliates, Seniors on Broadway Limited Partnership, entered into a ground lease agreement on March 1, 2005 (Ground Lease) with the Chula Vista Elementary School District (District). The lease expires on March 1, 2080. Ground lease payments are due on the last day of each year, subject to Available Cash Flow, as defined, for the first 15 years. To the extent the full lease payment is not paid in a given year from year 1 through 15, the unpaid balance shall accrue interest at an annual rate of 6 percent. All accrued or unpaid amounts that were not paid are due and payable to the District no later than the end of the 15 year period. Initial annual lease payments are $5,000 with each subsequent annual lease payment increasing by $5,000 until the annual payment reaches $60,000 in year 12. Beginning in year thirteen through the remaining term of the lease, the annual payment shall increase by 2.5 percent. Seniors on Broadway Limited Partnership has normalized the lease increases over the life of the ground lease. As of December 31, 2012 the ground lease payable was $811,578, which includes $759,078 of deferred ground lease payable. The annual expense of $107,593 was recorded to reflect the expense on a straight-line basis over the life of the lease. The difference between the payment and the accrual is shown as deferred ground lease for financial statement purposes. Scheduled ground lease payments as of December 31, 2012 are required as follows: Year Ending December 31, 2013 2014 2015 2016 2017 Thereafter $ $ Payments Required 35,000 40,000 45,000 50,000 51,250 7,854,152 8,075,402 $ Ground Lease Expense 107,593 107,593 107,593 107,593 107,593 6,778,359 7,316,324 $ $ Deferred Ground Lease (72,593) (67,593) (62,593) (57,593) (56,343) 1,075,793 759,078 11 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2012 Note 9 – Notes Payable Notes payable of the Organizations consist of the following: MAAC and MAAC R/E Note payable to California Statewide Communities Development Authority to repay funds acquired through issuance of variable rate demand revenue bonds. The loan proceeds were used to acquire and rehabilitate a facility in Chula Vista, California. The note is secured by a Deed of Trust covering the land, improvements and other property. The note requires monthly payments of $19,703, including interest at a fixed rate of 3.72% and it matures April 2032. The principal portion of monthly payments is deposited into a restricted account and will be applied to the principal balance of the note at certain times as set forth in the loan and reimbursement agreements. The note is also secured by an irrevocable letter of credit for $4,263,000. MAAC is required to pay quarterly letter of credit fees of $10,247. $ 3,300,000 Note payable to ARCS Commercial Mortgage with monthly payments of $22,071 including interest at 6.75%, matures November 2031. The note is secured by a Deed of Trust covering the land, improvements and certain other property located at the Mayberry Street property in San Diego, California. 2,825,561 Note payable to California Statewide Communities Development Authority to repay funds acquired through issuance of variable rate demand multi-family housing revenue bonds. The note is secured by a Deed of Trust covering the land, improvements and other property located at the Lakeshore property in Lakeside, California. The note requires monthly principal payments of $4,167 until the note becomes due in May 2033. Monthly interest payments are also due based on weekly interest rates determined by the bond remarketing agent. The monthly principal payments are deposited into a restricted account and will be applied to the principal balance of the note at certain times as set forth in the loan and reimbursement agreements. The note is also secured by an irrevocable letter of credit for $2,557,282. 2,370,000 Note payable to California Statewide Communities Development Authority to repay funds acquired through issuance of Qualified Zone Academy Bonds. The loan proceeds were used to renovate and rehabilitate qualified zone academy programs. Bi-monthly payments of $27,546 are required until the remaining principal is due in January 2016. Payments are deposited into a restricted account and will be applied to the principal of the note at the maturity date. The note is secured by a lease agreement between MAAC and the Sweetwater Union High School District. 2,500,000 Note payable to ARCS Commercial Mortgage with monthly payments of $11,711 including interest at 6.26%, remaining principal and interest due November 2014. The note is secured by a Deed of Trust covering the land, improvements and certain other property located at the Mayberry Street property in San Diego, California. 1,636,753 Promissory note payable to the Redevelopment Agency of the City of San Diego (SDHC) with monthly payments of $2,333 including interest of 3%. The note is secured by a Deed of Trust covering the land, improvements and certain other property located in San Diego, California. The outstanding principal balance and accrued interest are due January 2063. 799,957 12 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2012 Note 9 – Notes Payable, continued MAAC and MAAC R/E, continued Note payable to the County of San Diego Redevelopment Agency (SDRA) with interest at 3% and principal payments beginning June 2035 in an amount equal to the lesser of interest accrued over the past twelve months or the amount determined by SDRA to be necessary to cover the costs of monitoring MAAC’s compliance with the loan agreement. If residual revenues are generated from the property’s operations, SDRA will receive 25% of the residual revenues each fiscal year. In the event that MAAC has repaid the $356,000 note payable to the County of San Diego Department of Housing and Community Development, SDRA will receive 50% of the residual revenues each fiscal year. Per the terms of the loan agreement, all payments received shall first be applied toward any costs or charges incurred in connection with the loan, next to the payment of accrued interest, then to the reduction of the principal balance. The outstanding balance including any unpaid interest is due in June 2063. The note is secured by a Deed of Trust covering the land, any improvements and certain other property located in Lakeside, California. 1,000,000 Note payable to the San Diego Housing Commission (SDHC) with interest at 3.0%. The note is secured by a Deed of Trust covering the land, improvements and other property located at the Mayberry Street property in San Diego, California. Annual payments are due only to the extent that residual receipts are available from the operations of the property. Per the terms of the loan agreement, SDHC will receive 23% and the Redevelopment Agency will receive 27% of the residual receipts available. The outstanding principal balance and all accrued interest are due in March 2029. 670,000 Note payable to Jerome Navarra with monthly payments of $9,314 including interest at 7.0%, all unpaid principal and interest is due in October 2013. The note is secured by a Deed of Trust covering the land, improvements and other property located in Chula Vista, California. 300,962 Promissory note payable to the Redevelopment Agency of the City of San Diego (SDHC) bearing interest at 3% of the outstanding balance. The note is secured by a Deed of Trust covering the land, improvements and certain other property located in San Diego, California. Installment payments are due annually only from and to the extent that residual receipts from the Agency’s operation of the property are available. The entire outstanding principal and accrued interest of this Note shall be fully due and payable on October 9th, 2062. 799,370 Note payable to Wells Fargo Bank, unsecured, with a fixed interest rate of 3.0% requiring quarterly interest-only payments. The principal balance including any unpaid interest is due at the earlier of closing of normal business operations or the maturity date in July 2012. Wells Fargo Bank extended the maturity date for an additional year. 500,000 Note payable to Wells Fargo Bank, unsecured, non-interest bearing, payable in quarterly payments of $12,500, matures December 2016. All accrued interest owed from the period of January 1, 2008 to October 1, 2009 (accrued at an annual rate of 8%) has been waived by the bank unless MAAC becomes in default under the terms of the loan agreement. In such case, MAAC’s interest obligation are reinstated retroactively back to December 1, 2008 at a rate of 4%. 337,500 13 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2012 Note 9 – Notes Payable, continued MAAC and MAAC R/E, continued Note payable to the County of San Diego Department of Housing and Community Development (HCD) requiring annual payments of $32,000 including interest at 3% beginning in June 2034. The note is secured by a Deed of Trust covering the land, improvements and other property located at the Lakeshore property in Lakeside, California. In the event that the operations of the property generate residual revenue, HCD will receive 25% of the residual revenue each fiscal year to be applied toward accrued interest. The principal balance and all unpaid interest are due in June 2062. 356,000 Note payable to Everyday Communications Corp., unsecured, with monthly payments of $456 including interest at 3%, matures December 2016. 20,592 Note payable to Ideas and Actions, Inc. with monthly payments of $2,161 including interest at 9.25%, matures February 2014. The note is secured by a Deed of Trust covering the land and improvements located in San Marcos, California. 28,578 Note payable to Impact Funding LLC, which is serviced by Pacific Life Insurance Company, secured by a First Deed of Trust covering the land and improvements located in San Diego, California on the Project. Monthly installments of principal and interest of $22,641 are based on a 30-year amortization period. Any unpaid principal and interest are due and payable on July 1, 2025. The note bears interest at 8.25% annually. 2,122,902 Note payable to Bank of America Community Development Bank, secured by a Second Deed of Trust. The note does not bear interest and no payments are due unless the Mercado Apartments, L.P. is not in compliance with the terms of the Deed of Trust. 920,000 Note payable to the City of San Diego as the successor agency to the Redevelopment Agency of the City of San Diego, secured by a Third Deed of Trust. The note accrues simple interest at 6% annually. The principal and any unpaid interest are due and payable in full on December 3, 2047. 1,425,000 Note payable to the City of San Diego as the successor agency to the Redevelopment Agency of the City of San Diego, secured by a Fourth Deed of Trust. The note accrues simple interest at 6% annually. The principal and any unpaid interest are due and payable in full on December 3, 2047. $ 1,998,440 23,911,615 (1,917,533) 21,994,082 $ 16,205,657 Less: amounts forwarded to reserve account Affiliates Notes payable to various entities, interest accrues at weighted average rate of 6.1% with total monthly payments of principal and interest of $112,405. All unpaid principal and interest are due from 2020 to 2036. Notes payable to various government entities, simple interest of 3%, with interest and principal payments due from specific project cash flow and/or at maturity. All unpaid principal and interest are due from 2029 to 2063. 5,344,624 The Affiliates’ notes payable are secured by real estate with an aggregate cost of approximately $70,000,000. $ 21,550,281 14 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2012 Note 9 – Notes Payable, continued Future principal payments of the Organizations at December 31, 2012 are due as follows: Year Ending December 31, 2013 2014 2015 2016 2017 Thereafter $ $ MAAC 1,246,122 5,097,584 498,418 2,777,299 289,431 14,002,761 23,911,615 Affiliates 372,261 397,568 424,624 453,371 496,692 19,405,765 $ $ 21,550,281 $ $ Total 1,618,383 5,495,152 923,042 3,230,670 786,123 33,408,526 45,461,896 Note 10 – Investment in Other Entities MAAC is a member of COMM 22 Associates, LLC, a California limited liability company. COMM 22 Associates, LLC was formed in 2004 for the purpose of developing a mixed-use affordable rental housing project, with retail and commercial space and associated amenities. MAAC’s investment in COMM 22 Associates, LLC at December 31, 2012 was $362,757. Note 11 – Operating Leases MAAC occupies facilities and leases vehicles and equipment under operating lease agreements which expire through October 2017. Rent expense was $2,034,894 for the year ended December 31, 2012. Future minimum payments under non-cancelable operating leases as of December 31, 2012 are as follows: Year Ending December 31, 2013 2014 2015 2016 2017 Thereafter $ 1,329,046 1,053,039 554,340 186,971 110,735 - $ 3,234,132 Note 12 – Indirect Costs MAAC was granted an indirect cost rate of 9.3% by the U.S. Department of Health and Human Services, MAAC’s federal cognizant agency for the year ended December 31, 2012. 15 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2012 Note 13 – Contingencies President John Adams Manor, L.P. MAAC has made certain guarantees with respect to their involvement with President John Adams Manor, L.P. MAAC agreed to guarantee the general partner’s (PJAM, Inc.) obligation under the partnership agreement. The general partner is obligated to make additional contributions to the partnership to cover future potential operating deficits up to $1.5 million in excess of the required reserves, as outlined in the partnership agreement. Any contributions made shall be deemed as capital contributions by the general partner. MAAC would be able to recover any such additional contributions upon availability of funds or upon the sale of the housing project. In addition, MAAC is required to maintain net assets of not less than $268,000. The general partner has indemnified the limited partner, with respect to certain benefits the limited partner anticipates based on the economic projections, which are, in part, the basis of the limited partner’s investment decision. The benefits to the limited partner are the sum of the Low Income Housing Credit plus the sum of the interest, depreciation, amortization, and similar non-operating deductions multiplied by the marginal tax rate of the limited partner less any income derived from operations. While MAAC and the general partner expect to meet all of the conditions of the partnership agreement, the partnership agreement requires the general partner to maintain net assets of not less than $134,000. San Diego Mercado Associates In connection with San Diego Mercado Associates (SDMA) partnership, MAAC executed a withdrawal, redemption and release agreement in July 2006, which relinquished SDMA’s interests in the Mercado Alliance, LLC. The other partner of SDMA refused to be a party of that settlement, and has made verbal claims that MAAC owes him compensation for his prior investment in SDMA. While MAAC does not consider these claims to be valid, attorneys engaged to handle the SDMA withdrawal agreement were unable to form a judgment, in accordance with applicable standards, as to whether an ultimate outcome favorable to MAAC in this matter is either probable or remote. Grants and Contracts MAAC has grants and contracts with government agencies which are subject to audit. No provision has been made for any liability that may result from such audits since the amounts, if any, cannot be determined. Management believes that any such liability will not be material. Note 14 – Restrictions on Net Assets Temporarily restricted net assets are available for the following purposes: Self-sufficiency programs Weatherization activities Workforce development Charter school activities Recovery homes activities $ 49,300 14,428 12,594 9,087 475 $ 85,884 Note 15 – Functional Allocation of Expenses The costs of providing the various programs and other activities have been summarized on a functional basis in the statements of activities. Accordingly, certain costs have been allocated among the programs and supporting services benefited. 16 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2012 Note 16 – Contingent Liabilities The Organizations may periodically be involved in litigation cases incidental to its business activities. While any litigation or investigation has an element of uncertainty, management believes that the outcome of any of these matters will not have a materially adverse effect on its financial position, results of operations or liquidity. 17 Supplemental Information METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Schedule I - Consolidating Statements of Financial Position December 31, 2012 Metropolitan Area Advisory Committee MAAC R/E * Eliminations MAAC ASSETS Current Assets: Cash Restricted cash Accounts receivable, net of allowance for doubtful accounts of $74,581 Prepaid expenses Other current assets Total Current Assets $ Other Assets: Rental property, net Property and equipment, net Investment in other entities Permanent financing costs, net of accumulated amortization of $1,098,354 Accrued developer fees, net of discount of $414,199 Deposits and other assets Total Other Assets Total Assets LIABILITIES AND NET ASSETS Current Liabilities: Accounts payable Accrued expenses Lines of credit Current portion of accrued interest Current portion of notes payable Deferred revenue Total Current Liabilities $ 656,474 $ 1,340,687 - $ (243,025) (243,025) 3,761,342 303,577 283,221 5,057,044 16,132 54,178 2,067,471 3,534,449 357,755 283,221 6,881,490 2,277,145 3,803,144 22,351,310 - - 22,351,310 2,277,145 3,803,144 - 483,820 - 483,820 408,640 252,545 6,741,474 14,375 22,849,505 - 408,640 266,920 29,590,979 11,798,518 $ 24,916,976 $ (243,025) $ 36,472,469 $ 2,448,876 1,307,838 889,806 736,515 824,311 6,207,346 $ 1,096,911 $ 10,727 509,607 22,750 1,639,995 (210,566) $ (210,566) 3,335,221 1,318,565 889,806 1,246,122 847,061 7,636,775 Net Assets: Unrestricted: General Controlling interests in affiliates Temporarily restricted Noncontrolling interests in affiliates Total Net Assets $ (2,025,934) (321,189) 12,678 3,872,901 3,960,605 2,025,934 21,069,149 32,459 152,757 28,880,899 7,839,733 85,884 7,925,617 206,815 (4,170,738) (3,963,923) 11,798,518 $ 24,916,976 $ (32,459) (243,025) (243,025) $ * MAAC R/E includes the real estate operations of Metropolitan Area Advisory Committee (see Note 5). See independent auditors' report. 1,365,378 1,340,687 $ Ground lease payable Accrued interest, net of current portion Intercompany payable (receivable) Notes payable, net of current portion Advances payable to related parties Other liabilities Total Liabilities Total Liabilities and Net Assets 708,904 - Total 3,960,605 20,747,960 165,435 32,510,775 8,046,548 (4,170,738) 85,884 3,961,694 36,472,469 Affiliates $ 992,412 $ 2,484,024 2,692,508 511,809 222,420 9,609,238 39,472,363 - (3,440,358) 61,823,673 2,277,145 362,786 (408,640) (3,848,998) 43,684,028 $ (4,772,016) $ 171,697 $ 634,300 83,616 372,261 388,039 1,649,913 811,578 964,567 $ 2,357,790 3,824,711 (862,217) (60,801) (923,018) 40,033,262 $ - $ - Total 20,276 154,054 3,650,766 560,899 $ Eliminations (24,699) $ (24,699) 1,044,719 266,920 65,775,243 75,384,481 3,482,219 1,952,865 889,806 83,616 1,618,383 1,235,100 9,261,989 21,178,020 1,660,357 26,264,435 (1,660,357) (1,685,056) 811,578 4,925,172 41,925,980 165,435 57,090,154 3,528,602 13,890,991 17,419,593 (3,086,960) (3,086,960) 4,959,588 (642,136) 85,884 13,890,991 18,294,327 43,684,028 $ (4,772,016) $ 75,384,481 18 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Schedule II - Consolidating Statements of Activities Year Ended December 31, 2012 MAAC Revenue and Support: Contract revenue $ Contributions Program service fees Contractual services Charter school apportionments Rents and tenants fees - real estate Other income Interest income Rents and tenant fees - limited partnerships Total Revenue and Support Expenses: Program services Metropolitan Area Advisory Committee Limited partnerships Supporting services: Management and general Fundraising Total Expenses Metropolitan Area Advisory Committee MAAC R/E * Eliminations Total 26,814,812 $ 51,558 2,098,822 4,788,676 2,072,597 (562,663) 255,760 956 - - $ 3,292,388 79,998 40,022 - - $ (402,344) - 26,814,812 51,558 2,098,822 4,386,332 2,072,597 2,729,725 335,758 40,978 - 35,520,518 3,412,408 (402,344) 38,530,582 32,958,608 - 3,769,987 - (402,344) - 36,326,251 - 2,915,710 47,733 - 35,922,051 3,769,987 (402,344) 2,915,710 47,733 39,289,694 Change in Net Assets $ (401,533) $ (357,579) $ - $ * MAAC R/E includes the real estate operations of Metropolitan Area Advisory Committee (see Note 5). See independent auditors' report (759,112) Affiliates $ 5,872,918 $ - $ (1,025,340) - 26,814,812 51,558 2,098,822 3,360,992 2,072,597 2,729,725 335,758 40,978 5,872,918 5,872,918 (1,025,340) 43,378,160 6,769,532 (1,025,340) 36,326,251 5,744,192 6,769,532 $ Consolidated Eliminations (896,614) $ - 2,915,710 47,733 (1,025,340) - 45,033,886 $ (1,655,726) 19 INDEPENDENT AUDITORS’ REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLI ANCE AND OTHER M ATTERS B ASED ON AN AUDIT OF FIN ANCIAL ST ATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Board of Directors Metropolitan Area Advisory Committee and Affiliates We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the consolidated financial statements of Metropolitan Area Advisory Committee and Affiliates (collectively the Organization) which comprise the consolidated statements of financial position as of December 31, 2012, and the related consolidated statements of activities, changes in net assets, and cash flows for the year then ended and the related notes to the consolidated financial statements and have issued our report thereon dated August 20, 2013. Internal Control Over Financial Reporting In planning and performing our audit of the consolidated financial statements, we considered the Organization’s internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the consolidated financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Organization’s internal control. Accordingly, we do not express an opinion on the effectiveness of the Organization’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and therefore, material weaknesses or significant deficiencies may exist that were not identified. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Organization’s consolidated financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of consolidated financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the result of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. San Diego, California August 20, 2013 INDEPENDENT AUDITORS’ REPORT ON COMPLI ANCE FOR E ACH M AJ OR FEDER AL PROGR AM ; REPORT ON INTERN AL CONTROL OVER COMPLI ANCE; AND REPORT ON SCHEDULE OF EXPENDITURES OF FEDER AL AW AR DS REQUIRED BY OMB CIRCUL AR A-133 To the Board of Directors Metropolitan Area Advisory Committee and Affiliates Report on Compliance for Each Major Federal Program We have audited Metropolitan Area Advisory Committee and Affiliates’ (collectively the Organization) compliance with the types of compliance requirements described in the OMB Circular A-133 Compliance Supplement that could have a direct and material effect on each of the Organization’s major federal programs for the year ended December 31, 2012. The Organization’s major federal program is identified in the summary of auditors’ results section of the accompanying schedule of findings and questioned costs. Management’s Responsibility Management is responsible for compliance with the requirements of laws, regulations, contracts, and grants applicable to its federal programs. Auditors’ Responsibility Our responsibility is to express an opinion on compliance for each of the Organization’s major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations. Those standards and OMB Circular A-133 require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about the Organization’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of the Organization’s compliance. Opinion on Each Major Federal Program In our opinion, the Organization complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended December 31, 2012. Report on Internal Control Over Compliance Management of the Organization is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the Organization’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with OMB Circular A133, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the Organization’s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of OMB Circular A-133. Accordingly, this report is not suitable for any other purpose San Diego, California August 20, 2013 METROPOLITAN AREA ADVISORY COMMITTEE Schedule of Expenditures of Federal Awards Year Ended December 31, 2012 Federal/Pass-Through Grantor and Program Title Federal CFDA Number Agency or Pass-Through Grantor No. Expenditures U.S. Department of Health and Human Services Direct program: Head Start/Early Head Start 93.600 Pass-through the State of California Department of Community Services and Development: Low Income Home Energy Assistance Program: Weatherization 93.568 ECIP, HEAP & Assurance 16 93.568 Weatherization 93.568 ECIP, HEAP & Assurance 16 93.568 Weatherization 93.568 Pass-through County of San Diego Health and Human Services: Drug and Alcohol Programs: Nosotros and Casa de Milagros 93.959 Pass-through San Diego Workforce Partnership SWITCH 93.093 SWITCH 93.093 225-06; 225-07; 225-08; 225-09 166-10; 166-11; 166-10 U.S. Department of Energy Pass-through the State of California Department of Community Services and Development: Low Income Home Energy Assistance Program 81.042 Weatherization Assistance Program 81.042 09C-1781 09C-1833 69,356 352,087 421,443 17.274 17.274 YB-19034-09-60-A-6 YB-21737-11-60-A-6 3,783 441,681 17.274 OJJDF2009JVFX004 59,178 17.275 GJ-19441-10-60-A-11 136,713 641,355 U.S. Department of Agriculture Pass-through California Department of Education: Child Care Food Program 10.558 37-1807-0J 877,649 U.S. Department of Housing and Urban Development Pass-through from LISC (HUD Section IV) Neighborhoods First Initiative 14.252 N/A Corporation for National and Community Service Pass-through National Council of La Raza Americorps Americorps 94.006 94.006 10NDHDC003 LENS U.S. Department of Labor Pass-through Youthbuild, USA: American Recovery and Reinvestment Act Funds: Youth Re-entry Program Youth Re-entry Program Pass-through Youthbuild, USA: Youthbuild Mentoring Pass-through National Council of La Raza Pathways from Poverty 09CH0028/28 $ 21,365,365 11B-5735 11B-5735 12B-5834 12B-5834 09B-5355 621,501 538,338 246,330 183,486 52,517 44766 123,884 4,660 $ See independent auditors' report and notes to schedule of expenditures of federal awards. 447,139 103,921 23,682,481 50,075 34,539 84,614 25,712,202 23 METROPOLITAN AREA ADVISORY COMMITTEE Notes to Schedule of Expenditures of Federal Awards Year Ended December 31, 2012 Note 1 – Basis of Presentation The accompanying schedule of expenditures of federal awards includes the federal grant activity of Metropolitan Area Advisory Committee and is presented on the accrual basis of accounting. The information in this schedule is presented in accordance with the requirements of OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations. Note 2 – Amounts Provided to Subrecipients The following amounts were provided to subrecipients from the Head Start/Early Head Start Program during the year ended December 31, 2012: North County Community Services International Rescue Committee Escondido Community Child Development Center Casa de Amparo See independent auditors’ report. $ 361,466 273,261 101,400 25,520 $ 761,647 24 METROPOLITAN AREA ADVISORY COMMITTEE Schedule of Findings and Questioned Costs Year Ended December 31, 2012 Section I – Summary of Auditors’ Results Financial statements Type of auditors’ report issued: Internal control over financial reporting: Significant deficiency(ies) identified? Material weakness(es) identified? Noncompliance material to the financial statements noted? Unqualified yes yes x no x no yes x no yes yes x no x no Federal Awards Internal control over major programs: Significant deficiency(ies) identified? Material weakness(es) identified? Type of auditors’ report issued on compliance for major programs Unqualified Any audit findings disclosed that are required to be reported in accordance with OMB Circular A-133, Section 510(a)? yes x no Identification of major programs: CFDA Number 93.600 93.568 10.558 Dollar threshold used to distinguish between Type A and Type B programs: Auditee qualified as a low-risk auditee under OMB Circular A-133, Section 530? Name of Federal Program or Cluster Head Start/Early Head Start Low Income Home Energy Assistance Program Child Care Food Program $771,000 yes x no Section II – Financial Statement Findings None Section III – Federal Award Findings None 25 METROPOLITAN AREA ADVISORY COMMITTEE Schedule of Prior Year Findings Year Ended December 31, 2012 2011-1 Internal controls over compliance for the LIHEAP & Weatherization programs (CFDA #s 93.568 & 81.042) Criteria: Under Exhibit F of the 2010 LIHEAP, 2009 DOE WAP and 2009 DOE ARRA Contracts, Record Keeping Responsibility states that the contractor should maintain client intake/needs assessment forms. Cause and Effect: There were five instances from a sample of 40 in which the CSD Dwelling Assessment Form was not signed by the tenant, homeowner, or landlord. Signature by the one of these parties is necessary acknowledge the work to be performed, that the installed items are subject to inspection, and various other rules and restrictions regarding the work performed. Status: We did not identify similar findings during the 2012 audit. 26 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Consolidated Financial Statements and Supplemental Information Year Ended December 31, 2011 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Consolidated Financial Statements and Supplemental Information Year Ended December 31, 2011 Table of Contents Page Independent Auditors’ Report 1 Consolidated Financial Statements: Consolidated Statement of Financial Position 2 Consolidated Statement of Activities 3 Consolidated Statement of Changes in Net Assets 4 Consolidated Statement of Cash Flows 5 Notes to Consolidated Financial Statements 6 Supplemental Information: Schedule I – Consolidating Statements of Financial Position 17 Schedule II – Consolidating Statements of Activities 18 INDEPENDENT AUDITORS’ REPORT To the Board of Directors Metropolitan Area Advisory Committee and Affiliates Chula Vista, California We have audited the accompanying consolidated statement of financial position of Metropolitan Area Advisory Committee (a nonprofit organization) and Affiliates (limited partnerships) as of December 31, 2011, and the related statements of activities, changes in net assets, and cash flows for the year then ended. These consolidated financial statements are the responsibility of Metropolitan Area Advisory Committee’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We did not audit the financial statements of its affiliates, Senior on Broadway, LP, Carlsbad Laurel Tree Apartments, LP, Mercado Apartments, LP, San Martin De Porres Apartments, LP, and President John Adams Manor Apartments, LP. These affiliates reflect total assets of $51,851,584 as of December 31, 2011, total revenue of $7,125,062, and a net loss of $1,240,253 for the year then ended. Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for its affiliates is based solely on the report of the other auditors. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Metropolitan Area Advisory Committee and Affiliates as of December 31, 2011, and the changes in their net assets and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The consolidating information in Schedule I and II is presented for purposes of additional analysis and is not a required part of the basic consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America. We did not audit the financial statements of the affiliates. Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for its affiliates is based solely on the report of the other auditors. In our opinion, based on our audit and the reports of the other auditors, the consolidating information in Schedules I and II is fairly presented in all material respects in relation to the consolidated financial statements as a whole. Carlsbad, California August 15, 2012 AKT LLP, CPAs and Business Consultants | CARLSBAD | 5946 Priestly Drive, Suite 200 Carlsbad, CA 92008 Phone: 760.431.8440 Fax: 760.431.9052 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Consolidated Statement of Financial Position December 31, 2011 ASSETS Current Assets: Cash Restricted cash Accounts receivable, net of allowance for doubtful accounts of $77,355 Prepaid expenses Other current assets $ Total Current Assets 9,277,721 Other Assets: Rental property, net of accumulated depreciation Property and equipment, net of accumulated depreciation Investment in other entities Permanent financing costs, net of accumulated amortization of $1,037,499 Deposits and other assets 63,769,424 2,240,394 592,082 1,105,243 212,009 Total Other Assets Total Assets 2,644,621 3,844,978 1,871,062 530,709 386,351 67,919,152 $ 77,196,873 $ 3,398,639 1,793,863 764,806 165,494 935,686 731,537 LIABILITIES AND NET ASSETS Current Liabilities: Accounts payable Accrued expenses Lines of credit Current portion of accrued interest Current portion of notes payable Deferred revenue Total Current Liabilities 7,790,025 Ground lease payable Accrued interest, net of current portion Notes payable, net of current portion Other liabilities 703,985 4,583,357 44,055,016 84,980 Total Liabilities 57,217,363 Net Assets: Unrestricted: General Controlling interests in affiliates Temporarily restricted Noncontrolling interests in affiliates 5,280,313 (225,291) 107,608 14,816,880 Total Net Assets Total Liabilities and Net Assets See accompanying notes to consolidated financial statements. 19,979,510 $ 77,196,873 2 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Consolidated Statement of Activities Year Ended December 31, 2011 Unrestricted Revenue and Support: Contract revenue Contributions Program service fees Contractual services Charter school apportionments Rents and tenants fees - real estate Other income Interest income Rents and tenant fees - limited partnerships Net assets released from restrictions, satisfaction of program restrictions $ Total Revenue and Support Expenses: Program services: Metropolitan Area Advisory Committee Limited partnerships Supporting services: Management and general Fundraising Total Expenses Change in Net Assets See accompanying notes to consolidated financial statements. $ 27,348,137 $ 23,042 1,248,630 3,979,277 2,171,064 1,458,175 299,374 37,783 7,125,062 Temporarily Restricted Total - $ 27,348,137 74,071 97,113 1,248,630 3,979,277 2,171,064 1,458,175 299,374 37,783 7,125,062 126,818 (126,818) - 43,817,362 (52,747) 43,764,615 33,416,259 7,532,267 - 33,416,259 7,532,267 2,749,360 43,610 - 2,749,360 43,610 43,741,496 - 43,741,496 75,866 $ (52,747) $ 23,119 3 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Consolidated Statement of Changes in Net Assets Year Ended December 31, 2011 General Balance, beginning $ 3,964,194 $ Change in Net Assets 1,316,119 Distributions - Transfer (Note 17) - Balance, ending $ 5,280,313 $ Unrestricted Controlling Interests in Affiliates 3,248,246 $ 178,617 Totals (225,291) $ Noncontrolling Interests in Affiliates Total 7,212,440 $ 160,355 $ 12,880,539 $ 20,253,334 1,494,736 (52,747) (1,418,870) (3,652,154) Temporarily Restricted (3,652,154) 5,055,022 $ See accompanying notes to consolidated financial statements. 107,608 $ (296,943) 3,652,154 23,119 (296,943) - 14,816,880 $ 19,979,510 4 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Consolidated Statement of Cash Flows Year Ended December 31, 2011 Cash Flows from Operating Activities: Change in net assets Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation Amortization Deferred ground lease payable Changes in operating assets and liabilities: Restricted cash Accounts receivable, net Prepaid expenses Deposits and other assets Accounts payable Accrued expenses Accrued interest Deferred revenue Ground lease payable Other liabilities $ 23,119 3,020,697 43,728 82,593 (13,693) (389,721) (82,960) 70,299 132,460 (36,771) 294,316 (104,744) (23,750) 301,970 Net Cash Provided by Operating Activities 3,317,543 Cash Flows from Investing Activities: Purchases of property and equipment Improvements to rental property (651,132) (671,399) Net Cash Used by Investing Activities (1,322,531) Cash Flows from Financing Activities: Net proceeds from lines of credit Payments of notes payable Distributions to noncontrolling interests 514,806 (1,345,337) (296,943) Net Cash Used by Financing Activities (1,127,474) Net Increase in Cash 867,538 Cash, beginning 1,777,083 Cash, ending $ 2,644,621 Supplemental Disclosures of Cash Flow Information: Cash paid for interest $ 1,884,375 $ 4,000 Cash paid for income taxes See accompanying notes to consolidated financial statements. 5 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2011 Note 1 – Organization and Summary of Significant Accounting Policies Nature of Activities The Metropolitan Area Advisory Committee on Anti-Poverty of San Diego County, Incorporated (Metropolitan Area Advisory Committee or MAAC) is a California nonprofit corporation organized to provide an extensive network of services to the residents of San Diego County. MAAC offers various programs to meet a variety of social, economic, and health needs for low income people, and is supported primarily through federal, state and county award programs. MAAC is the general partner in the following entities: Organization Name Seniors on Broadway Limited Partnership Carlsbad Laurel Tree Apartments, L.P. San Martin De Porres Apartments, L.P. President John Adams Manor Apartments, L.P. MAAC’s Ownership Percentage .01% .009% .05% .1% During the year ended December 31, 2011, the limited partner of Mercado Apartments, L.P. transferred its ownership to MAAC. The entities listed above and Mercado Apartments, L.P. are collectively referred to as the “Affiliates”. All the entities are California limited partnerships organized under the laws of the State of California, for the purpose of developing or acquiring, and operating low-income housing projects. Principles of Consolidation The consolidated financial statements include the accounts of Metropolitan Area Advisory Committee and its Affiliates (collectively the Organizations). All significant intercompany accounts and transactions have been eliminated. Financial Statement Presentation The Organizations reports information regarding its consolidated financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. Unrestricted net assets represent expendable funds available for operations, which are not otherwise limited by donor restrictions. Temporarily restricted net assets consist of contributed funds subject to donor-imposed restrictions contingent upon specific performance of a future event or a specific passage of time before the Organizations may spend the funds. Permanently restricted net assets are subject to irrevocable donor restrictions requiring that the assets be maintained in perpetuity usually for the purpose of generating investment income to fund current operations. The Organizations had no permanently restricted net assets during the year ended December 31, 2011. Revenue and Support Contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support, depending on the existence and/or nature of any donor restrictions. All donor-restricted support is reported as an increase in temporarily or permanently restricted net assets, depending on the nature of the restriction. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statements of activities as net assets released from restrictions. 6 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2011 Note 1 – Organization and Summary of Significant Accounting Policies, continued Revenue and Support, continued Revenue from grants/contracts is recognized to the extent of eligible costs incurred up to an amount not to exceed the total grant/contract authorized. Deferred revenue results from grant awards received that are applicable to the subsequent period. Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Accounts Receivable Accounts receivable consist of grants, contracts, and other receivables that arise in the normal course of operations. It is the policy of management to review the outstanding receivables at year end, as well as the bad debts experienced in the past, and establish an allowance for doubtful accounts for uncollectible amounts. Property and Equipment and Investment in Rental Property Acquisitions of property and equipment of $5,000 or more are capitalized for MAAC. Property and equipment are stated at cost, or if donated, at the approximate fair market value at the date of donation. Expenditures for maintenance and repairs are charged against operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets of three to 40 years. Amortization of leasehold improvements is included in depreciation expense. Land, buildings and equipment acquired with grant funds are considered to be owned by the Organizations while used in the program or in future authorized programs. However, the funding source may have a reversionary interest in the property as well as the right to determine the use of any proceeds from the sale of assets purchased with their respective funds. Impairment losses are recorded on long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets (excluding interest) are less than the carrying amount of the assets. In such cases, the carrying value of assets to be held and used are adjusted to their estimated fair value and assets held for sale are adjusted to their estimated fair value less selling expenses. No impairment losses were recognized in the year ended December 31, 2011. Contributed Materials and Services Contributed materials are recorded at their fair market value where an objective basis is available to measure their value. Such items are capitalized or charged to operations as appropriate. The Organizations received a substantial amount of services donated by volunteers in carrying out the Organizations’ program services. No amounts have been recorded for those services as they do not meet the requirements for recognition as contributions in the consolidated financial statements. However, the fair market value of contributed professional services is reported as support and expense in the period in which the services are performed. Income Taxes MAAC is a qualified nonprofit organization that is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code and Section 23701(d) of the California Revenue and Taxation Code. This exemption is for all income taxes except for those assessed on unrelated business income, if any. MAAC had no such unrelated business income in either year. MAAC is not a private foundation. The Organizations recognize accrued interest and penalties associated with uncertain tax positions as part of the income tax provision, when applicable. There are no amounts accrued in the financial statements related to uncertain tax positions for the year ended December 31, 2011. 7 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2011 Note 1 – Organization and Summary of Significant Accounting Policies, continued Income Taxes, continued The Organizations file informational and income tax returns in the United States and various state and local jurisdictions. The Organizations’ Federal income tax and informational returns for the year ended December 31, 2011, 2010 and 2009 are subject to examination by the Internal Revenue Service, generally for 3 years after the returns were filed. State and local jurisdictions have statutes of limitation that generally range from 3 to 5 years. Fair Value Measurements The Organizations define fair value as the exchange price that would be received for an asset or paid for a liability in the principal or most advantageous market. The Organizations apply fair value measurements to assets and liabilities that are required to be recorded at fair value under generally accepted accounting principles. Fair value measurement techniques maximize the use of observable inputs and minimize the use of unobservable inputs. The carrying value of cash, receivables, and payables approximates fair value as of December 31, 2011, due to the relative short maturities of these instruments. Subsequent Events The Organizations have evaluated subsequent events through August 15, 2012 which is the date the consolidated financial statements were available to be issued. Note 2 – Restricted Cash Cash balances are held in restricted cash accounts to comply with the terms of certain loan and other regulatory agreements. Withdrawals from these accounts are allowed only for specific purposes. The financial institutions maintain a security interest in the cash account balances. Restricted cash consists of the following: Replacement reserve Operating reserve Exit tax reserve Capital reserve Tenant security deposits Other $ 926,676 1,956,369 147,785 228,033 475,744 110,371 $ 3,844,978 Note 3 – Concentration of Credit Risk The Organizations maintain its cash in bank deposit accounts that are either insured by the Federal Deposit Insurance Corporation (FDIC) up to a limit of $250,000 per depositor or certain non-interest bearing accounts that are fully insured by the FDIC. The Organizations have not experienced any losses in its bank deposit accounts and believes they are not exposed to any significant credit risk on cash. 8 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2011 Note 4 – Accounts Receivable Accounts receivable consist of the following: Charter school Head Start Weatherization and Low Income Home Energy Assistance program Job training program Childcare food program Youthbuild program Recovery homes Subsidiaries Rental properties Other receivables $ 621,577 392,689 289,902 229,942 150,586 101,673 56,899 46,644 20,790 37,715 1,948,417 (77,355) $ 1,871,062 Less: allowance for doubtful accounts Note 5 – Rental Property MAAC owns and operates two rental properties. The Mayberry Townhomes project was acquired in 2003 and consists of a 70 unit apartment complex located in San Diego, California. The Villa Lakeshore project was acquired in 2003 and consists of a 34 unit apartment complex located in Lakeside, California. The MAAC Community Center is a 73,000 square foot commercial property located in Chula Vista, California that was acquired in 2002. The Affiliates own and operate low-income housing projects. The rental property consists of the following: Buildings and improvements Land Land improvements Equipment $ Less: accumulated depreciation $ MAAC 16,003,338 $ 5,456,397 259,543 21,719,278 (4,159,156) 17,560,122 $ Affiliates 56,656,813 $ 6,056,674 4,551,310 2,908,315 70,173,112 (23,963,810) 46,209,302 Total 72,660,151 11,513,071 4,551,310 3,167,858 91,892,390 (28,122,966) $ 63,769,424 A substantial portion of the Organizations’ rental property is identified as collateral for the related notes payable. Note 6 – Property and Equipment Property and equipment consists of the following: Buildings and improvements Land Leasehold improvements Vehicles Furniture and equipment $ 1,321,259 94,988 1,946,483 1,534,304 1,261,168 6,158,202 (3,917,808) $ 2,240,394 Less: accumulated depreciation 9 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2011 Note 7 – Lines of Credit MAAC has an unsecured $250,000 line of credit with Raza Development Fund with interest only payments due monthly at 7.5%. The funds are to be used in connection with predevelopment costs associated with the COMM 22 LLC project. The line of credit had a balance of $252,500 as of December 31, 2011. The principal and any unpaid interest were due in April 2012, however MAAC is currently negotiating a new maturity date. MAAC also has a $750,000 line of credit with City National Bank with interest only payments due monthly at the greater of 2.5% or Prime plus 1%. The line of credit had a balance of $512,306 as of December 31, 2011. The principal and any unpaid interest are due in December 9, 2012. Note 8 – Ground Lease One of the affiliates, Seniors on Broadway Limited Partnership, entered into a ground lease agreement on March 1, 2005 (Ground Lease) with the Chula Vista Elementary School District (District). The lease expires on March 1, 2080. Ground lease payments are due on the last day of each year, subject to Available Cash Flow, as defined, for the first 15 years. To the extent the full lease payment is not paid in a given year from year 1 through 15, the unpaid balance shall accrue interest at an annual rate of 6 percent. All accrued or unpaid amounts that were not paid are due and payable to the District no later than the end of the 15 year period. Initial annual lease payments are $5,000 with each subsequent annual lease payment increasing by $5,000 until the annual payment reaches $60,000 in year 12. Beginning in year thirteen through the remaining term of the lease, the annual payment shall increase by 2.5 percent. Seniors on Broadway Limited Partnership has normalized the lease increases over the life of the ground lease. As of December 31, 2011 the ground lease payable was $703,985. As of December 31, 2011 $678,985 is the deferred ground lease payable. The annual expense of $107,593 was recorded to reflect the expense on a straight-line basis over the life of the lease. The difference between the payment and the accrual is shown as deferred ground lease for financial statement purposes. Scheduled ground lease payments as of December 31, 2011 are required as follows: Year Ending December 31, 2012 2013 2014 2015 2016 Thereafter $ $ Payments Required 30,000 35,000 40,000 45,000 50,000 7,977,068 8,177,068 $ $ Ground Lease Expense 107,593 107,593 107,593 107,593 107,593 7,639,103 8,177,068 $ $ Deferred Ground Lease (77,593) (72,593) (67,593) (62,593) (57,593) 337,965 - 10 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2011 Note 9 – Notes Payable Notes payable of the Organizations consist of the following: MAAC and MAAC R/E Note payable to California Statewide Communities Development Authority to repay funds acquired through issuance of variable rate demand revenue bonds. The loan proceeds were used to acquire and rehabilitate a facility in Chula Vista, California. The note is secured by a Deed of Trust covering the land, improvements and other property. The note requires monthly payments of $19,703, including interest at a fixed rate of 3.72% and it matures April 2032. The principal portion of monthly payments is deposited into a restricted account and will be applied to the principal balance of the note at certain times as set forth in the loan and reimbursement agreements. The note is also secured by an irrevocable letter of credit for $4,263,000. MAAC is required to pay quarterly letter of credit fees of $10,247. $ 3,500,000 Note payable to ARCS Commercial Mortgage with monthly payments of $22,071 including interest at 6.75%, matures November 2031. The note is secured by a Deed of Trust covering the land, improvements and certain other property located at the Mayberry Street property in San Diego, California. 2,897,047 Note payable to California Statewide Communities Development Authority to repay funds acquired through issuance of variable rate demand multi-family housing revenue bonds. The note is secured by a Deed of Trust covering the land, improvements and other property located at the Lakeshore property in Lakeside, California. The note requires monthly principal payments of $4,167 until the note becomes due in May 2033. Monthly interest payments are also due based on weekly interest rates determined by the bond remarketing agent. The monthly principal payments are deposited into a restricted account and will be applied to the principal balance of the note at certain times as set forth in the loan and reimbursement agreements. The note is also secured by an irrevocable letter of credit for $2,557,282. 2,420,000 Note payable to California Statewide Communities Development Authority to repay funds acquired through issuance of Qualified Zone Academy Bonds. The loan proceeds were used to renovate and rehabilitate qualified zone academy programs. Bi-monthly payments of $27,546 are required until the remaining principal is due in January 2016. Payments are deposited into a restricted account and will be applied to the principal of the note at the maturity date. The note is secured by a lease agreement between MAAC and the Sweetwater Union High School District. 2,500,000 Note payable to ARCS Commercial Mortgage with monthly payments of $11,711 including interest at 6.26%, remaining principal and interest due November 2014. The note is secured by a Deed of Trust covering the land, improvements and certain other property located at the Mayberry Street property in San Diego, California. 1,673,564 Promissory note payable to the Redevelopment Agency of the City of San Diego (SDHC) with monthly payments of $2,333 including interest of 3%. The note is secured by a Deed of Trust covering the land, improvements and certain other property located in San Diego, California. The outstanding principal balance and accrued interest are due January 2063. 799,957 11 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2011 Note 9 – Notes Payable, continued MAAC and MAAC R/E, continued Note payable to the County of San Diego Redevelopment Agency (SDRA) with interest at 3% and principal payments beginning June 2035 in an amount equal to the lesser of interest accrued over the past twelve months or the amount determined by SDRA to be necessary to cover the costs of monitoring MAAC’s compliance with the loan agreement. If residual revenues are generated from the property’s operations, SDRA will receive 25% of the residual revenues each fiscal year. In the event that MAAC has repaid the $356,000 note payable to the County of San Diego Department of Housing and Community Development, SDRA will receive 50% of the residual revenues each fiscal year. Per the terms of the loan agreement, all payments received shall first be applied toward any costs or charges incurred in connection with the loan, next to the payment of accrued interest, then to the reduction of the principal balance. The outstanding balance including any unpaid interest is due in June 2063. The note is secured by a Deed of Trust covering the land, any improvements and certain other property located in Lakeside, California. 1,000,000 Note payable to the San Diego Housing Commission (SDHC) with interest at 3.0%. The note is secured by a Deed of Trust covering the land, improvements and other property located at the Mayberry Street property in San Diego, California. Annual payments are due only to the extent that residual receipts are available from the operations of the property. Per the terms of the loan agreement, SDHC will receive 23% and the Redevelopment Agency will receive 27% of the residual receipts available. The outstanding principal balance and all accrued interest are due in March 2029. 670,000 Note payable to Jerome Navarra with monthly payments of $9,314 including interest at 7.0%, matures October 2013. The note is secured by a Deed of Trust covering the land, improvements and other property located in Chula Vista, California. 388,318 Promissory note payable to the Redevelopment Agency of the City of San Diego (SDHC) bearing interest at 3% of the outstanding balance. The note is secured by a Deed of Trust covering the land, improvements and certain other property located in San Diego, California. Installment payments are due annually only from and to the extent that residual receipts from the Agency’s operation of the property are available. The entire outstanding principal and accrued interest of this Note shall be fully due and payable on October 9th, 2062. 799,370 Note payable to Wells Fargo Bank, unsecured, with a fixed interest rate of 3.0% requiring quarterly interest-only payments. The principal balance including any unpaid interest is due at the earlier of closing of normal business operations or the maturity date in July 2012. Wells Fargo Bank extended the maturity date for an additional year. 500,000 Note payable to Wells Fargo Bank, unsecured, non-interest bearing, payable in quarterly payments of $12,500, matures December 2016. All accrued interest owed from the period of January 1, 2008 to October 1, 2009 (accrued at an annual rate of 8%) has been waived by the bank unless MAAC becomes in default under the terms of the loan agreement. In such case, MAAC’s interest obligation are reinstated retroactively back to December 1, 2008 at a rate of 4%. 387,500 12 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2011 Note 9 – Notes Payable, continued MAAC and MAAC R/E, continued Note payable to the County of San Diego Department of Housing and Community Development (HCD) requiring annual payments of $32,000 including interest at 3% beginning in June 2034. The note is secured by a Deed of Trust covering the land, improvements and other property located at the Lakeshore property in Lakeside, California. In the event that the operations of the property generate residual revenue, HCD will receive 25% of the residual revenue each fiscal year to be applied toward accrued interest. The principal balance and all unpaid interest are due in June 2062. 356,000 Note payable to Local Initiative Support Corporation, unsecured, with quarterly interest only payments at 6.75%. The principal and any unpaid interest were due April 2012. MAAC is currently negotiating a new maturity date. 100,000 Note payable to Ideas and Actions with monthly payments of $2,161 including interest at 9.25%, matures February 2014. The note is secured by a Deed of Trust covering the land and improvements located in San Marcos, California. $ 50,744 18,042,500 (1,788,337) 16,254,163 $ 17,534,794 Less: amounts forwarded to reserve account Affiliates Notes payable to various entities, interest accrues at weighted average rate of 6.82% with total monthly payments of principal and interest of $135,046. All unpaid principal and interest are due from 2025 to 2036. Notes payable to various government entities, interest at 0% on outstanding notes payable of $2,161,339 in 2011, and simple interest of 3% to 6% on outstanding notes payable of $9,040,406 in 2011, with interest and principal payments due from specific project cash flow and/or at maturity. All unpaid principal and interest are due from 2029 to 2063. 11,201,745 The Affiliates’ notes payable are secured by real estate with an aggregate cost of approximately $70,173,000. $ 28,736,539 Future principal payments of the Organizations at December 31, 2011 are due as follows: Year Ending December 31, 2012 2013 2014 2015 2016 Thereafter $ $ MAAC 494,908 935,659 427,018 626,690 291,322 15,266,903 18,042,500 $ $ Affiliates 440,778 472,551 506,452 542,838 581,715 26,192,205 28,736,539 $ $ Total 935,686 1,408,210 933,470 1,169,528 873,037 41,459,108 46,779,039 13 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2011 Note 10 – Investment in Other Entities MAAC is a member of COMM 22 Associates, LLC, a California limited liability company. COMM 22 Associates, LLC was formed in 2004 for the purpose of developing a mixed-use affordable rental housing project, with retail and commercial space and associated amenities. MAAC’s investment in COMM 22 Associates, LLC at December 31, 2011 was $592,082. Note 11 – Operating Leases MAAC occupies facilities and leases vehicles and equipment under operating lease agreements which expire through December 2015. Rent expense was $2,105,748 for the year ended December 31, 2011. Future minimum payments under non-cancelable operating leases as of December 31, 2011 are as follows: Year Ending December 31, 2012 2013 2014 2015 2016 Thereafter $ 829,085 679,785 581,207 257,222 50,530 43,113 $ 2,440,943 Note 12 – Indirect Costs MAAC was granted an indirect cost rate of 9.3% by the U.S. Department of Health and Human Services, MAAC’s federal cognizant agency for the year ended December 31, 2011. Note 13 – Contingencies President John Adams Manor, L.P. MAAC has made certain guarantees with respect to their involvement with President John Adams Manor, L.P. MAAC agreed to guarantee the general partner’s (PJAM, Inc.) obligation under the partnership agreement. The general partner is obligated to make additional contributions to the partnership to cover future potential operating deficits up to $1.5 million in excess of the required reserves, as outlined in the partnership agreement. Any contributions made shall be deemed as capital contributions by the general partner. MAAC would be able to recover any such additional contributions upon availability of funds or upon the sale of the housing project. In addition, MAAC is required to maintain net assets of not less than $268,000. The general partner has indemnified the limited partner, with respect to certain benefits the limited partner anticipates based on the economic projections, which are, in part, the basis of the limited partner’s investment decision. The benefits to the limited partner are the sum of the Low Income Housing Credit plus the sum of the interest, depreciation, amortization, and similar non-operating deductions multiplied by the marginal tax rate of the limited partner less any income derived from operations. While MAAC and the general partner expect to meet all of the conditions of the partnership agreement, the partnership agreement requires the general partner to maintain net assets of not less than $134,000. 14 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Notes to Consolidated Financial Statements Year Ended December 31, 2011 Note 13 – Contingencies San Diego Mercado Associates In connection with San Diego Mercado Associates (SDMA) partnership, MAAC executed a withdrawal, redemption and release agreement in July 2006, which relinquished SDMA’s interests in the Mercado Alliance, LLC. The other partner of SDMA refused to be a party of that settlement, and has made verbal claims that MAAC owes him compensation for his prior investment in SDMA. While MAAC does not consider these claims to be valid, attorneys engaged to handle the SDMA withdrawal agreement were unable to form a judgment, in accordance with applicable standards, as to whether an ultimate outcome favorable to MAAC in this matter is either probable or remote. Grants and Contracts MAAC has grants and contracts with government agencies which are subject to audit. No provision has been made for any liability that may result from such audits since the amounts, if any, cannot be determined. Management believes that any such liability will not be material. Note 14 – Restrictions on Net Assets Temporarily restricted net assets are available for the following purposes: Self-sufficiency programs Workforce development Charter school activities Weatherization activities $ 60,828 12,594 19,757 14,429 $ 107,608 Note 15 – Functional Allocation of Expenses The costs of providing the various programs and other activities have been summarized on a functional basis in the statements of activities. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Note 16 – Contingent Liabilities The Organizations may periodically be involved in litigation cases incidental to its business activities. While any litigation or investigation has an element of uncertainty, management believes that the outcome of any of these matters will not have a materially adverse effect on its financial position, results of operations or liquidity. Note 17 – Transfer of Limited Partnership In accordance with the articles of limited partnership, the limited partner of Mercado Apartments, L.P. transferred its interest to MAAC during the year ended December 31, 2011. As a result, negative equity of $3,652,154 was transferred from the noncontrolling interest in limited partnerships to the controlling interest in limited partnerships on the consolidated statement of net assets. 15 Supplemental Information METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Schedule I - Consolidating Statements of Financial Position December 31, 2011 Metropolitan Area Advisory Committee MAAC MAAC R/E * Total ASSETS Current Assets: Cash Restricted cash Accounts receivable, net of allowance for doubtful accounts of $77,355 Prepaid expenses Other current assets Total Current Assets $ Other Assets: Rental property, net Property and equipment, net Investment in other entities Permanent financing costs, net of accumulated amortization of $1,037,499 Accrued developer fees, net of discount of $441,822 Deposits and other assets Total Other Assets Total Assets LIABILITIES AND NET ASSETS Current Liabilities: Accounts payable Accrued expenses Lines of credit Current portion of accrued interest Current portion of notes payable Deferred revenue Total Current Liabilities 364,952 $ 259,339 1,437,209 259,714 2,249,746 327,907 386,351 4,036,636 16,749 32,496 673,536 2,266,495 360,403 386,351 4,710,172 2,240,394 3,840,328 17,560,122 (3,473,537) 17,560,122 2,240,394 366,791 381,017 853,433 7,315,172 449,488 9,650 14,545,723 449,488 381,017 863,083 21,860,895 $ 11,351,808 $ 15,219,259 $ 26,571,067 $ 2,474,088 $ 1,240,117 764,806 122,551 262,958 4,864,520 763,701 $ 1,922 372,357 3,524 1,141,504 3,237,789 1,242,039 764,806 494,908 266,482 6,006,024 Ground lease payable Accrued interest, net of current portion Intercompany payable (receivable) Notes payable, net of current portion Advances payable to related parties Other liabilities Total Liabilities Net Assets: Unrestricted: General Controlling interests in affiliates Temporarily restricted Noncontrolling interests in affiliates Total Net Assets Total Liabilities and Net Assets 1,072,257 $ 375 $ (1,986,941) 414,939 12,676 3,305,194 1,986,941 15,344,316 72,304 18,545,065 15,759,255 84,980 21,850,259 7,939,006 107,608 8,046,614 (3,325,806) (3,325,806) 4,613,200 107,608 4,720,808 11,351,808 $ 15,219,259 $ 26,571,067 * MAAC R/E includes the real estate operations of Metropolitan Area Advisory Committee (see Note 5). See independent auditors' report. Affiliates $ $ $ 1,207,412 $ 3,585,264 - $ - Total 2,644,621 3,844,978 23,545 170,306 4,986,527 (418,978) (418,978) 1,871,062 530,709 386,351 9,277,721 46,209,302 - 225,291 63,769,424 2,240,394 592,082 655,755 46,865,057 (381,017) (651,074) (806,800) 1,105,243 212,009 67,919,152 51,851,584 $ (1,225,778) $ 173,096 $ 551,824 165,494 440,778 465,055 1,796,247 703,985 4,583,357 28,295,761 1,880,645 37,259,995 (225,291) 14,816,880 14,591,589 $ Eliminating Entries (12,246) $ (12,246) (1,880,645) (1,892,891) 667,113 667,113 51,851,584 $ (1,225,778) $ 77,196,873 3,398,639 1,793,863 764,806 165,494 935,686 731,537 7,790,025 703,985 4,583,357 44,055,016 84,980 57,217,363 5,280,313 (225,291) 107,608 14,816,880 19,979,510 77,196,873 17 METROPOLITAN AREA ADVISORY COMMITTEE AND AFFILIATES Schedule II - Consolidating Statements of Activities Year Ended December 31, 2011 Metropolitan Area Advisory Committee MAAC MAAC R/E * Total Revenue and Support: Contract revenue Contributions Program service fees Contractual services Charter school apportionments Rents and tenants fees - real estate Other income Interest income Rents and tenant fees - limited partnerships $ 309,836 3,202 - Total Revenue and Support Expenses: Program services Metropolitan Area Advisory Committee Limited partnerships Supporting services: Management and general Fundraising Total Expenses Change in Net Assets 27,348,137 $ 97,113 2,053,655 3,979,277 2,171,064 $ - $ 27,348,137 97,113 2,053,655 3,979,277 2,171,064 1,486,198 1,486,198 15,295 325,131 34,581 37,783 - 35,962,284 1,536,074 37,498,358 31,926,524 - 4,963,272 - 36,889,796 - 2,749,360 43,610 - 2,749,360 43,610 34,719,494 4,963,272 39,682,766 1,242,790 $ (3,427,198) $ (2,184,408) * MAAC R/E includes the real estate operations of Metropolitan Area Advisory Committee (see Note 5). See independent auditors' report Eliminating Entries Affiliates $ 7,125,062 $ - $ (805,025) (28,023) (25,757) - 27,348,137 97,113 1,248,630 3,979,277 2,171,064 1,458,175 299,374 37,783 7,125,062 7,125,062 (858,805) 43,764,615 8,365,315 (3,473,537) (833,048) 33,416,259 7,532,267 8,365,315 $ Consolidated (1,240,253) $ - 2,749,360 43,610 (4,306,585) 3,447,780 43,741,496 $ 23,119 18 EXHIBIT C CONTRACTOR’S INSURANCE COVERAGE OP ID: VP DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 09/05/13 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 619-937-0164 619-937-0168 PRODUCER Rancho Mesa Insurance Services 250 Riverview Parkway #401 Santee, CA 92071 Barbara Fink CONTACT NAME: PHONE (A/C, No, Ext): E-MAIL ADDRESS: PRODUCER CUSTOMER ID #: MAACP-2 FAX (A/C, No): INSURER(S) AFFORDING COVERAGE INSURED Metropolitan Area Advisory Committee; dba: MAAC Project 1355 Third Avenue Chula Vista, CA 91911 INSURER A : Cypress NAIC # Insurance Company 10855 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : CERTIFICATE NUMBER: 1 COVERAGES REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR INSR WVD POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PROPOLICY LOC JECT PRODUCTS - COMP/OP AGG $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ $ ANY AUTO ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE (Per accident) HIRED AUTOS $ $ NON-OWNED AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE $ $ $ DEDUCTIBLE A RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below $ X N/A 3300061851-131 07/01/13 07/01/14 WC STATUTORY LIMITS OTHER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ 1,000,000 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: PROOF OF INSURANCE CERTIFICATE HOLDER CANCELLATION EVIDEN1 ****EVIDENCE OF COVERAGE****** ****EVIDENCE OF COVERAGE****** ****EVIDENCE OF COVERAGE****** SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2009/09) © 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ATTACHMENT 7 Development Summary – COMM 22 Senior Housing Summary Details: Location Council District Community Planning Area Developer Architect Project Type Housing Type Number of Housing Units Affordable Housing Units Parking Lot Size/Density Gross Residential Square Footage Commercial Space Common Areas and Hallways Garage Gross Building Area Construction Type Prevailing Wages for Rehabilitation Financing Structure Affordability Term 690 Beardsley Street, San Diego, CA 8 Southeastern San Diego (Logan Heights and Sherman Heights) COMM 22 Senior Housing L.P. (BRIDGE Housing Corporation and MAAC) McLarand Vasquez Emsiek & Partners New construction (on leased land) Housing for seniors 70 69 58 spaces 25,483 square feet (.595 acres); 118 dwelling units per acre 43,521 square feet 4,565 square feet 12,765 square feet +23,664 square feet 84,515 total square feet Type V Yes, prevailing wages are applicable 4% tax credits with tax exempt multifamily housing bond financing 55 years Unit Affordability (estimated rent and occupancy restrictions are summarized below): COMM 22 Senior Housing - 69 restricted units (72 total bedrooms), and 1 manager’s units. Studios One Bedrooms Two Bedrooms (one bath) (one bath) (1.5 baths) Affordability Mix (414-499 sq.ft.) (497-703 sq.ft.) (808-811 sq.ft.) Studio Estimated 1 Bdrm Estimated 2 Bdrm Estimated Non HUD 202 Units: Units Net Rents Units Net Rents Units Net Rents 30% AMI units 3 $406 * 0 -1 $510 * 40% AMI units 6 $548 * 0 -0 -50% AMI units 6 $689 * 21 $732 * 2 $820 * Subtotal Non-HUD Units 15 21 3 HUD 202 Units: 30% AMI - HUD 202 0 -11 $250 * 0 -40% AMI - HUD 202 0 -6 $250 * 0 -50% AMI - HUD 202 0 -13 $250 * 0 -Subtotal HUD 202 Units 0 30 0 Manager’s unit 0 -0 -1 Manager ---Total Units 15 51 4 * Developer’s estimated rents after utility allowance deduction. 7-1 Total 4 6 29 39 11 6 13 30 1 70 Attachment 7: Development Summary COMM 22 Senior Construction Financing - Estimated Sources and Uses: Sources of Funds Amount Uses of Funds Tax Exempt Bond Proceeds $15,500,000 Lease Payment San Diego Housing Commission 4,200,000 Infrastructure Costs 4 Percent Tax Credits 500,000 Construction Costs (Structure and Garage) State Transit Oriented 1,054,103 Construction Contingency Development Loan and Grant State Infrastructure Infill Grant 2,267,437 Architectural & Engineering Cal ReUse Grant 123,737 Permits and Fees SANDAG Grant 191,762 Financing & Carrying Costs Indirect and Other Expenses, Syndication Developer fee Total $23,837,039 Total Permanent Financing - Estimated Sources and Uses: Sources of Funds Amount Tax Exempt Bond Proceeds $0 San Diego Housing Commission 4,200,000 4 Percent Tax Credits 10,805,201 State Transit Oriented Development Loan and Grant State Infrastructure Infill Grant Cal ReUse Grant SANDAG Grant HUD 202 Capital Advance 4,904,103 General Partner Equity 1,100,000 Deferred Interest Total 2,267,437 123,737 191,762 4,868,300 Uses of Funds Lease Payment Infrastructure Costs Construction Costs (Structure and Garage) Construction Contingency Architectural & Engineering Permits and Fees Financing & Carrying Costs Indirect and Other Expenses, Syndication Reserve for Housing Commission Annual Fees Operating, Fee, Expense and Cash Flow Reserves Developer Fee Total 75,096 $28,535,636 Amount $687,487 2,727,777 12,802,342 1,245,166 1,515,000 1,683,039 1,379,699 1,096,529 700,000 $23,837,039 Amount $687,487 2,727,777 13,097,010 1,245,166 1,515,000 1,683,039 1,454,795 1,131,529 $233,408 $2,260,425 2,500,000 $28,535,636 Cash Flow The Financial Advisor’s Feasibility Analysis (see Attachment 5, page 6) summarizes the project’s cash flow during the first five years of operation. COMM 22 Seniors Attach 7- Development Summary 091313 7-2