Neighborhood Concepts, Inc. and Subsidiaries Consolidated Financial Report December 31, 2015 Contents Independent auditor’s report 1-2 Financial statements Consolidated statement of financial position 3 Consolidated statement of activities 4 Consolidated statement of functional expenses 5 Consolidated statement of cash flows 6 Notes to consolidated financial statements 7-18 Supplementary information Consolidating statement of financial position 19 Consolidating statement of activities 20 Independent Auditor’s Report To the Board of Directors Neighborhood Concepts, Inc. and Subsidiaries Huntsville, Alabama Report on the Financial Statements We have audited the accompanying consolidated financial statements of Neighborhood Concepts, Inc. and its related subsidiaries, which comprise the consolidated statement of financial position as of December 31, 2015, the related consolidated statements of activities, functional expenses and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively, financial statements). Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these 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 financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. 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 financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the 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 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, the financial statements referred to above present fairly, in all material respects, the financial position of Neighborhood Concepts, Inc. and its subsidiaries as of December 31, 2015, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. 1 Emphasis of Matter As discussed in Note 11 to the financial statements, beginning of the year net assets have been restated to correct misstatements. We also audited the adjustments described in Note 11 that were applied to restate the beginning of the year net assets. In our opinion, such adjustments are appropriate and have been properly applied. Our opinion is not modified with respect to this matter. Other Matter Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating information is presented for purposes of additional analysis rather than to present the financial position and results of operations of the individual companies and is not a required part of the 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 financial statements. The consolidating information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the 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 financial statements as a whole. Birmingham, Alabama October 31, 2016 2 Neighborhood Concepts, Inc. and Subsidiaries Consolidated Statement of Financial Position December 31, 2015 Assets Current assets: Cash Accounts receivable Grants receivable Total current assets $ Property and equipment: Furniture, fixtures and equipment Less accumulated depreciation Property and equipment, net 255,168 17,924 272,154 545,246 87,158 (59,942) 27,216 Other assets: Developer fees receivable NARLF notes receivable, net Notes receivable – related parties, net Notes receivable – unrelated parties, net Security deposits Total other assets 920,693 243,701 2,401,241 43,984 1,100 3,610,719 Total assets $ 4,183,181 $ 13,716 13,716 Liabilities and Net Assets Current liabilities: Accounts payable Total current liabilities Long-term liabilities: Long-term debt Investment deficit in partnerships Total long-term liabilities 1,419,455 433,431 1,852,886 1,866,602 Total liabilities Net assets: Unrestricted net assets Unrestricted Board designated for future lending 1,994,367 15,559 2,009,926 396,512 2,406,438 (89,859) 2,316,579 Temporarily restricted net assets Total net assets Non-controlling interest in subsidiary Consolidated net assets Total liabilities and net assets $ See notes to consolidated financial statements. 3 4,183,181 Neighborhood Concepts, Inc. and Subsidiaries Consolidated Statement of Activities Year Ended December 31, 2015 Changes in unrestricted net assets: Revenue: Developer and consulting fees Asset management fees Miscellaneous Total revenues $ Expenses: Program services General and administrative Total expenses 459,556 24,549 14,029 498,134 275,551 35,407 310,958 187,176 Increase in unrestricted operating net assets Other income (loss): Loss on investments in partnerships Interest income Total other income (loss) (1,773) 37,123 35,350 Net assets released from restrictions 100,479 323,005 Increase in unrestricted net assets Changes in temporarily restricted net assets: Grant revenue Net assets released from restriction 286,861 (100,479) Increase in temporarily restricted net assets 186,382 Increase in net assets 509,387 (41) Net loss attributable to non-controlling interest Increase in net assets attributable to Neighborhood Concepts, Inc. and Subsidiaries 509,346 1,807,233 Net assets, beginning of year, as restated $ Net assets, end of year See notes to consolidated financial statements. 4 2,316,579 Neighborhood Concepts, Inc. and Subsidiaries Consolidated Statement of Functional Expenses Year Ended December 31, 2015 Program Services Expenses: Accounting Consulting and contract Dues and subscriptions Equipment rental Insurance Interest Legal Marketing Meetings Miscellaneous Office supplies Payroll taxes Provision for loan loss Rent Resident services Salary, wages, and benefits Taxes and licenses Telephone and technology Training and education Travel Total before depreciation Low Income Housing Program Awareness Asset Economic Management Development $ $ $ Depreciation Total expenses 3,979 2,075 390 516 516 617 792 466 29 958 3,661 3,202 1,064 53,656 3,482 1,315 784 1,944 79,446 1,220 $ 80,666 2,400 1,200 197 516 516 617 635 350 27 853 681 3,202 9,980 128 1,237 1,037 1,005 24,581 2,400 1,200 97 515 516 617 169 350 27 1,363 2,051 3,202 165 28,756 128 1,241 374 751 43,922 1,220 $ 25,801 $ 1,219 $ 45,141 See notes to consolidated financial statements. 5 $ 2,400 14,788 929 515 516 617 3,528 3,042 679 354 1,496 4,840 10,235 3,202 67,427 479 1,761 1,401 4,994 123,203 Total Program Services $ 11,179 19,263 1,613 2,062 2,064 2,468 3,528 4,638 1,845 437 4,670 11,233 10,235 12,808 1,229 159,819 4,217 5,554 3,596 8,694 271,152 740 4,399 123,943 $ 275,551 General and Administrative $ 2,400 1,200 399 515 515 619 106 418 330 860 1,029 3,202 19,826 127 1,244 153 1,245 34,188 Total $ 1,219 $ 35,407 13,579 20,463 2,012 2,577 2,579 3,087 3,528 4,744 2,263 767 5,530 12,262 10,235 16,010 1,229 179,645 4,344 6,798 3,749 9,939 305,340 5,618 $ 310,958 Neighborhood Concepts, Inc. and Subsidiaries Consolidated Statement of Cash Flows Year Ended December 31, 2015 Cash flows from operating activities: Change in net assets Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation Loss on investments in partnerships (Increase) decrease in: Accounts receivable Grant receivable Developer fees receivable Increase in: Accounts payable Net cash provided by operating activities $ 509,387 5,618 1,773 7,453 (62,065) (105,668) 1,347 357,845 Cash flows from investing activities: Expenditures on property and equipment Issuance of NARLF notes receivable Payments received on NARLF notes receivable Interest accrued on notes receivable – related parties Distributions received from investments in partnerships Net cash used in investing activities (13,320) (136,674) 35,873 (1,896) 5,275 (110,742) Cash flows from financing activities: Payments on line of credit Net cash used in financing activities (70,000) (70,000) Increase in cash 177,103 Cash at beginning of year 78,065 Cash at end of year $ 255,168 Supplemental disclosure of cash flow information: Cash paid for interest $ 3,087 See notes to consolidated financial statements. 6 Neighborhood Concepts, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 1. Nature of Organization and Significant Accounting Policies Nature of organization: Neighborhood Concepts, Inc. (the Organization or NCI) was formed as a nonprofit organization in 1988. Its mission is to strengthen communities through the creation of affordable housing and the advancement of economic opportunities for underserved people and communities. The Organization is supported primarily by grants and fee income from its affordable housing development and revolving loan fund activity. Since 1997, the Organization has met the requirements to be considered a Community Housing Development Organization (CHDO) and is eligible to apply to the City of Huntsville Development Department for HOME Investment Partnership program funds under the CHDO set-aside. The Organization is also recognized as a CHDO by Alabama Housing Finance Authority in Limestone, Madison and Marshall Counties. No CHDO funds were received by the Organization in 2015. The Organization’s wholly owned subsidiaries include North Alabama Revolving Loan Fund, LLC (NARLF), a U. S. Treasury certified Community Development Financial Institution (CDFI) that provides business loans to support economic development in north Alabama. NCI’s subsidiaries also include the following real estate entities that invest in for-profit low income housing limited partnerships: Franklin Housing, LLC HHD Meadow Oaks GP, Inc. NBA, Inc. NCI Aiken Housing, LLC NCI Ashley Villas, LLC NCI Clarkston, LLC NCI Cotton Run, LLC NCI Countryside Villas, LLC NCI Flint River, LLC NCI Homestead, LLC NCI LaFayette Village, LLC** NCI Pine Ridge, LLC NCI Ridge Chase, LLC NCI Rolling Hills, LLC** NCI Virginia Meadows, LLC** NCI Winding Creek, LLC** Spring Branch, LLC **The Organization has formed this wholly owned subsidiary but has not yet invested in any partnerships as of December 31, 2015. In addition, the Organization is a 79% managing member in Mallard Pointe Partners, LLC. Mallard Pointe Partners, LLC, as its sole investment, is a 0.01% non-controlling general partner in Mallard Pointe, LP, a for-profit low income housing limited partnership. The 21% not owned by the Organization is reflected as non-controlling interest in subsidiary as a component of net assets in the accompanying consolidated statement of financial position. All significant inter-organizational transactions and balances have been eliminated in the consolidated financial statements. Basis of accounting: The consolidated financial statements of the Organization have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). 7 Neighborhood Concepts, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 1. Nature of Organization and Significant Accounting Policies (Continued) Basis of presentation: For financial statement presentation, the Organization has adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 958-205, Not-For-Profit Entities: Presentation of Financial Statements. Under FASB ASC 958-205, the Organization is required to report information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets and permanently restricted net assets. The Organization currently does not hold any permanently restricted net assets. In addition, the Organization is required to present a statement of cash flows. As permitted by FASB ASC 958-205, the Organization does not use fund accounting. Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue recognition: The Organization receives support from grants, consulting fees, including developer fees, and asset management fees. Grants are recognized when the grantor or donor makes a commitment for the grant or promise to give to the Organization that is, in substance, unconditional. Amounts received for consulting and asset management fees are recognized during the period of service. Developer fees are recognized when requirements in the related limited partnership agreements are met. Recognition of donor restrictions: Grants that are restricted by the grantor or donor for specific purposes are reported as an increase in temporarily restricted net assets. When a restriction expires or is satisfied, temporarily restricted net assets are reclassified to unrestricted net assets. Contributions of assets that donors have stipulated must be maintained in perpetuity are classified as permanently restricted. The Organization has no permanently restricted net assets as of December 31, 2015. Cash and cash equivalents: For purposes of the consolidated statement of cash flows, the Organization considers all highly liquid investments available for current use with an initial maturity of three months or less to be cash equivalents. The Organization had no cash equivalents at December 31, 2015. Accounts, grants and developer fees receivable: Receivables are carried at original invoice, grant commitment amount, or contract amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. Management determined that an allowance for doubtful accounts was not necessary as of December 31, 2015. Notes receivable: Notes receivable are stated at unpaid principal balances plus accrued interest, net of an allowance for loan losses. As of December 31, 2015, the allowance for loan losses totaled $983,363 on related party notes and $11,102 on NARLF notes receivable. Interest on performing loans is recognized over the term of the loan and is calculated using the simple-interest method on principal amounts outstanding. Interest on nonperforming loans is recognized when actually received from the borrower. The risk of loss on the related party loans is the difference between the loan amount and the market value of the collateral at the time of loan loss determination. Management determines the allowance for loan losses on the NARLF notes receivable by identifying troubled notes and by reviewing borrower financial information. NARLF notes receivable are written off when deemed uncollectible. 8 Neighborhood Concepts, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 1. Nature of Organization and Significant Accounting Policies (Continued) Property and equipment: It is the Organizationʼs policy to capitalize property and equipment costs over $1,000. Lesser amounts are expensed. Purchased property and equipment are capitalized at cost. Donations of property and equipment are recorded as contributions at their estimated fair value. Such donations are reported as unrestricted contributions unless the donor has restricted the donated asset to a specific purpose. Assets donated with explicit restrictions regarding their use and contributions of cash that must be used to acquire property and equipment are reported as restricted contributions. Absent donor stipulations regarding how long those donated assets must be maintained, the Organization reports expirations of donor restrictions when the donated or acquired assets are placed in service as instructed by the donor. The Organization reclassifies temporarily restricted net assets to unrestricted net assets at that time. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets generally as follows: Playground equipment Furniture and equipment Computer equipment 20 years 7 years 3 years Impairment of assets: In accordance with FASB ASC 360-10-35, Impairment or Disposal of Long-Lived Assets, the Organization records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. If impairment exists, the amount of such impairment is calculated based on the estimated fair value of the asset. The Organization continually evaluates its investment in long-lived assets used in operations for impairment. As further described in Note 5, certain notes receivable have been impaired in prior years. Investments in partnerships: In accordance with FASB ASC 970-323, Real Estate-General, Investments – Equity Method and Joint Ventures, a non-profit organization with a more than minor interest in a for-profit real estate partnership, a for-profit real estate limited liability company, or similar forprofit real estate entity shall report its non-controlling interest in such an entity using the equity method. As such, the Organization’s investments in partnerships are accounted for under the equity method, in which the Organizationʼs share of net income or loss from the partnerships are directly reflected in the consolidated statement of activities, and the investment accounts are adjusted for its share of the net income or loss, and any additional investment in or distributions from the partnerships. Functional expenses: The costs of providing various programs and other activities have been summarized on a functional basis in the consolidated statement of activities and in the consolidated statement of functional expenses. Accordingly, certain costs have been allocated among the program services and general and administrative services benefited based on a percentage method. Income taxes: The Organization is a not-for-profit organization that is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code and is not a private foundation. The Organization files a tax return in the United States (U.S.) federal jurisdiction. The Board of Directors evaluated the Organization’s tax position and concluded that the Organization has not entered into any events or transactions that would disqualify its tax-exempt status or has not taken any uncertain tax positions that would cause the Organization to incur income taxes or penalties at the entity level. With few exceptions, the Organization is no longer subject to U.S. federal tax examinations by tax authorities for years before 2012. 9 Neighborhood Concepts, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 1. Nature of Organization and Significant Accounting Policies (Continued) Recent accounting pronouncements: In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue From Contracts With Customers (Topic 606), which specifies that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this, the entity should apply certain steps outlined in the amendment. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industryspecific guidance. For nonpublic entities, these amendments are effective for annual reporting periods beginning after December 15, 2018. Early adoption with certain restrictions is permitted for nonpublic entities. The Organization is currently evaluating the effect the guidance may have on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-14, Not-for-Profit Entities (Topic 958): Presentation of Financial Statements of Not-for-Profit Entities, which addresses financial reporting for not-for-profit organizations. The key elements of the ASU are as follows: Net asset classifications are being reduced from three to two categories: with donor restrictions and without donor restrictions. Expanded disclosures about the nature and amount of any donor restrictions and on any board designations of net assets without donor restrictions will be required. The placed-in-service approach will be required for determining when restrictions are met for all capital gifts, eliminating the over-time option for expirations of capital restrictions. Additional disclosures, both qualitative and quantitative, will be required to communicate information useful in assessing liquidity within one year of the statement of financial position date. The indirect or direct method of presenting the statement of cash flows will be allowed. However, the reconciliation of operating items no longer will be required when using the direct method. Several new reporting requirements related to expenses are included, as follows: - Disclosure of expenses by both nature and function (excluding investment expenses that have been netted with investment return) - Disclosure of expenses netted with investment return - Enhanced disclosures regarding cost allocations While the guidance is effective for fiscal years beginning after December 15, 2017, early adoption is allowed. The Organization is currently evaluating the effect the guidance will have on the consolidated financial statements. Subsequent events: Subsequent events have been evaluated through October 31, 2016, which is the date the consolidated financial statements were available for issuance. Note 2. Grants Receivable On December 6, 2011, the Organization, through its wholly owned subsidiary, NARLF, received a grant award from The Food Bank of North Alabama. The initial grant was $150,000, and an additional grant of $150,000 was awarded during the year ended December 31, 2015. The purpose of the grants are to provide access to capital for small businesses and microenterprises that support a local food system, incorporate as a cooperative, or create, preserve or expand employment opportunities for low-tomoderate income persons while encouraging a wage standard that supports an acceptable standard of living. As of December 31, 2015, the remaining grant receivable was $97,583 and will be received during 2016 as the Organization continues to originate loans in accordance with the grant provisions. 10 Neighborhood Concepts, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 2. Grants Receivable (Continued) On December 19, 2013, the Organization, through its wholly owned subsidiary, NARLF, received a grant award from The City of Huntsville in the amount of $250,000. The purpose of the grant is to provide financing for microloans for smaller, first stage businesses located within the City of Huntsville. As of December 31, 2015, the remaining grant receivable was $68,421 and will be received during 2016 as the Organization continues to originate loans in accordance with the grant provisions. On September 10, 2015, the Organization, through its wholly owned subsidiary, NARLF, received a grant award from the Community Development Financial Institution (CDFI) Technical Assistance (TA) Program in the amount of $106,150. The purpose of the CDFI TA Award is to increase NARLF’s capacity to provide financing for small businesses in north Alabama. TA Funds may be used for equipment, training, staff salaries and other expenses eligible under the TA program. As of December 31, 2015, the remaining grant receivable was $106,150, which will be received in 2016 as the Organization continues to incur eligible expenses in accordance with the grant provisions. Note 3. Property and Equipment Property and equipment consisted of the following as of December 31, 2015: Playground equipment Furniture and equipment Computer equipment Less accumulated depreciation Total $ $ 11 59,245 14,593 13,320 (59,942) 27,216 Neighborhood Concepts, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 4. Developer Fees Receivable and Related Revenue The following summarizes developer fees receivable and related revenue due to the Organization, and are collateralized by the underlying rental properties, as of December 31, 2015: Developer Fees Receivable Mallard Pointe, LP: The Organization entered into an agreement with Mallard Pointe, LP, to be the developer for Mallard Pointe Apartments, a 74-unit multifamily apartment complex. The Organization is a non-controlling general partner through its majority owned subsidiary, Mallard Pointe Partners, LLC. The total developer fee was $828,598, all of which was earned prior to 2012. As of December 31, 2015, the principal balance of developer fees of $274,994 remained payable to the Organization. The deferred developer fee remaining on the date of completion, as defined, bears interest at the rate of 4.91% per annum. The outstanding balance of the fee is required to be repaid upon the earlier of the tenth anniversary of completion, as defined, or liquidation of Mallard Pointe, L.P. During the year ended December 31, 2015, $21,730 of interest was earned and is included in interest income on the accompanying consolidated statement of activities. As of December 31, 2015, accrued interest receivable totaled $189,290. $ 464,284 Spring Branch, Ltd.: The Organization entered into an agreement with Spring Branch, Ltd., to be the developer for Spring Branch Apartments, a 70-unit multifamily apartment complex. The Organization is a non-controlling general partner through its wholly owned subsidiary, Spring Branch, LLC. The total developer fee was $908,533, all of which was earned in 2013 when the project was completed. As of December 31, 2015, the principal balance of developer fees of $138,909 remained payable to the Organization. 138,909 Clarkston Square, LP: The Organization provided developer consulting services to Clarkston Square, LP. The Organization is a non-controlling general partner through its wholly owned subsidiary, NCI Clarkston, LLC. The total developer consulting income recognized during the year ended December 31, 2015, was $250,000 and the total developer consulting fees receivable as of December 31, 2015, was $187,500. 187,500 Flint Rivers, LP: The Organization provided developer consulting services to Flint Rivers, LP. The Organization is a non-controlling general partner through its wholly owned subsidiary, NCI Flint River, LLC. The total developer consulting income recognized and received during the year ended December 31, 2015, was $195,000 and $65,000, respectively. Total $ 130,000 920,693 12 Neighborhood Concepts, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 5. Notes Receivable – Related Parties The following summarizes the notes receivable, which includes accrued interest, net of an allowance for loan losses, due to the Organization, and are collateralized by the underlying rental properties, as of December 31, 2015: Receivable Hunters Landing Partners, LLC: The Organization has a note receivable in the original amount of $885,800, with Hunters Landing Partners, LLC, a subsidiary of Mallard Pointe, LP. The maturity date is March 31, 2030. The loan is payable solely from available cash flow, as defined, or proceeds from the sale or refinancing of all or any portion of the real property owned by Hunters Landing Partners, LLC. The note accrues interest at an annual rate of 5.25%. The loan is impaired and has been placed on nonaccrual status, therefore during the year ended December 31, 2015, no interest was recorded. The Organization has a note receivable in the original amount of $500,000, with Hunters Landing Partners, LLC. Payment of principal and interest is deferred until the earlier of the sale of the project or the date the loan is refinanced or the maturity date, December 31, 2045. The balance of the note receivable was $500,000 and is expected to be forgiven when the Organization’s related note payable of $500,000 is forgiven. See Note 7 for further detail. The note accrues interest at an annual rate of 5.25%. The accrued interest is not expected to be collected and the loan has been placed on nonaccrual status, therefore during the year ended December 31, 2015, no interest was recorded. The Organization has a note receivable in the original amount of $10,000, with Hunters Landing Partners, LLC. Beginning December 1, 2015, the note accrues interest at an annual rate of 5.0% and all principal and interest are due solely from available cash flow and/or sale or refinance proceeds and shall be due on demand but no later than the earlier of December 31, 2030, or the point of any sale or refinance of the real estate held by Hunters Landing Partners, LLC. Quail Ridge Partners, LLC: The Organization has a note receivable in the original amount of $302,300, with Quail Ridge Partners, LLC, a subsidiary of Mallard Pointe, LP. The maturity date is March 31, 2030. The loan and the associated interest receivable are payable solely from available cash flow, as defined, or proceeds from the sale or refinancing of all or any portion of the real property owned by Quail Ridge Partners, LLC. The note accrues interest at an annual rate of 5.25%. The loan is impaired and has been placed on nonaccrual status, therefore during the year ended December 31, 2015, no interest was recorded. The Organization has a note receivable in the original amount of $500,000, with Quail Ridge Partners, LLC. Payment of principal and interest are deferred until the earlier of the sale of the project or the date the loan is refinanced or the maturity date, December 31, 2045. The balance of the note receivable was $500,000 and is expected to be forgiven when the Organization’s related note payable of $500,000 is forgiven. See Note 7 for further detail. The note accrues interest at an annual rate of 5.25%. The accrued interest is not expected to be collected and the loan has been placed on nonaccrual status, therefore during the year ended December 31, 2015, no interest was recorded. The Organization has a note receivable in the original amount of $12,000, with Quail Ridge Partners, LLC. The maturity date is March 31, 2030. This is a non-interest bearing note and principal shall be payable solely from available cash flow, as defined, or proceeds from the sale or refinancing of all or any portion of the real property owned by Quail Ridge Partners, LLC. 13 $ Allowance 885,800 $ (130,455) 369,809 (369,809) 500,000 159,230 10,000 - (159,230) - 302,300 (28,300) 124,339 (124,339) 500,000 - Net Receivable $ 755,345 - 500,000 - 10,000 274,000 - 500,000 159,230 (159,230) - 12,000 (12,000) - Neighborhood Concepts, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 5. Notes Receivable – Related Parties (Continued) Receivable Quail Ridge Partners, LLC: The Organization has a note receivable in the original amount of $10,000, with Quail Ridge Partners, LLC. Beginning December 1, 2015, the note accrues interest at an annual rate of 5.0% and all principal and interest are due solely from available cash flow and/or sale or refinance proceeds and shall be due on demand but no later than the earlier of December 31, 2030, or the point of any sale or refinance of the real estate held by Quail Ridge Partners, LLC. $ 10,000 $ Longleaf Senior Village, LP: The Organization has a note receivable in the original amount of $350,000, with Longleaf Senior Village, LP. NCI Aiken Housing, LLC, as its sole investment, is a 0.0051% non-controlling co-general partner in Longleaf Senior Village, LP. The note accrues interest at an annual rate of 0.5% and all principal and interest are due upon maturity on November 4, 2034. As of December 31, 2015, interest receivable was $1,896. The note is expected to be forgiven when the Organization’s related note payable of $350,000 is forgiven. See Note 7 for further detail. Total $ (983,363) 351,896 $ 3,384,604 Allowance - Net Receivable $ 10,000 351,896 $ 2,401,241 A loan is considered impaired when, based on currently available information, it is probable that the Organization will not collect all of the principal and interest contractually required by the loan agreement. Impaired loans include loans that have been modified in a troubled debt restructuring and loans placed on nonaccrual status. All impaired loans are evaluated for an asset-specific allowance for credit losses. An allowance for credit losses on impaired loans is recognized when the recorded investment in the loan exceeds the estimated cash flows expected to be received from the borrower, based on the estimated fair value of the collateral securing the loan. Impaired loans are classified as nonperforming and, consequently, interest income is only recognized on these loans when actually received from the borrower. Partial payments of contractual amounts due on impaired loans are treated as interest income on a cash basis until such time as the loan is restored to performing status. Note 6. Notes Receivable – Unrelated Parties Sunrise Incorporated: The Organization has a note receivable in the original amount of $43,984, from Sunrise Incorporated, an unrelated party. During 2014, the loan was restructured to be non-interest bearing. As of December 31, 2015, the balance of the note receivable was $43,984 and is personally guaranteed by the owners of Sunrise Incorporated. Small business loans: Through its wholly owned subsidiary, NARLF, the Organization has several notes receivable from small businesses with maturity dates ranging from less than one year to less than nine years and interest rates ranging from 5% to 10%. All the notes are personally guaranteed by the owners of the small businesses. $23,917 was receivable in less than one year, $182,400 was receivable in one to five years, and $48,486 was receivable in six to nine years. As of December 31, 2015, the balance of all the small business loans was $243,701, net of an allowance for loan losses of $11,102. 14 Neighborhood Concepts, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 7. Long-Term Debt and Line of Credit Notes payable to a credit union. Conditions of the two $500,000 notes stipulate that no interest shall accrue unless the Organization is in default of these notes, as defined in the promissory agreements. The notes are unsecured and the full amount of the notes will be forgiven so long as the terms and provisions of the loan agreements are fulfilled and the restriction provisions of the retention mechanism agreements are complied with for the 15-year retention period ending October 7, 2020. Upon any default, interest shall begin accruing at a variable rate of prime plus 2.50% with principal and interest payments due from the time of default, and amortizing the remaining indebtedness over the remainder of the 15-year compliance period, which began October 7, 2005. $ Note payable to a financial institution. Conditions of the $350,000 note stipulate that interest accrues at an annual rate of 0.50%, as defined in the promissory agreement. The note is secured and the full amount of the note will be forgiven so long as the terms and provisions of the loan agreement are fulfilled and the restriction provisions of the retention mechanism agreement is complied with for the 15-year retention period ending November 5, 2029. Upon any default, interest shall begin accruing at an increased rate of 5% with principal and interest payments due from the time of default, and amortizing the remaining indebtedness over the remainder of the 15-year compliance period, which began November 5, 2014. Note payable to a developer. Principal on this non-interest bearing note shall be payable solely from developer fees due to the Organization in accordance with the terms of a promissory note receivable in the amount of $138,909 between the Organization and Spring Branch, Ltd. Total 1,000,000 350,000 $ 69,455 1,419,455 Aggregate maturities of the long-term debt for the five years following December 31, 2015, are $1,000,000 payable at maturity on October 7, 2020, and $350,000 payable at maturity on November 5, 2029, unless the notes are forgiven in accordance with the terms noted above. The remaining $69,455 is due thereafter unless the Organization receives full payment on the related note receivable. The Organization has a line of credit with a financial institution with a maximum funding amount of $250,000. The line of credit is typically renewed annually and renewed on July 7, 2016. As of December 31, 2015, there was n o outstanding balance. The organization pays interest on the outstanding balance at the lender’s prime rates. The applicable annual interest rate will not be more than 3.25%. The loan is secured by all accounts receivable of the Organization. 15 Neighborhood Concepts, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 8. Investment Deficit In Partnerships The Organization has invested in partnerships that are operating, developing or renovating low to moderate income housing. The investments are accounted for under the equity method, in which the Organization's share of net income or loss from the partnerships are directly reflected in the consolidated statement of activities, and the investment accounts are adjusted for its share of the net income or loss, and any additional investment in or distributions from the partnerships. Due to the Organization’s continuing involvement in the partnerships where NCI serves as a general partner and expected commitment and legal obligation to provide future deficit funding, if necessary, losses in excess of the amount invested will continue to be recognized. Partnerships where NCI serves as a limited partner, NCI has no responsibility or legal obligation to fund any future deficits. The general partner in those partnerships have all the risk and responsibility for future deficits and obligations, therefore, these investments will not recognize any losses. The following summarizes the activity that has occurred in the investment account: Partnership Partner Type Wholly Owned Subsidiary Ashley Road Affordable Housing, Ltd. Limited Partner NCI Ashley Villas, LLC Clarkston Square, LP Non-controlling GP Conners Senior Village, LP Non-controlling GP NCI Clarkston, LLC CSV Housing, LLC owned Phase II, LP 0.0100% - Contribution (Distribution) $ - 0.0100% - Income (Loss) $ End of Year - $ - - (7) (7) 47 (5,275) (14) (5,242) 9 - Douglas Housing Ventures II, Non-controlling GP II, LLC (NCI owns 10%) Cotton Run Apartments, Ltd. Limited Partner NCI Cotton Run, LLC Flint Rivers, LP Non-controlling GP Franklin Hills, LP Headland Affordable Housing Non-controlling GP Partners, Ltd Beginning of Year 99.8900% $ 100% by NBA, Inc. Conners Senior Village Ownership % 0.0100% 98.9900% - NCI Flint River LLC 0.0045% - Franklin Housing, LLC 0.0007% (3) (2) - - - - - - - Limited Partner NCI Countryside Villas, LLC 99.9800% - - - Homestead Apartments, LP Limited Partner NCI Homestead, LLC 99.8900% - - - Longleaf Senior Village, LP Non-controlling GP NCI Aiken Housing, LLC 0.0051% Mallard Pointe, LP Non-controlling GP Mallard Pointe Partners, LLC 0.0100% 51 79% owned by Veristar NCI - 21% Mallard Partners, LLC 7 - (3) - - (7) 44 (336,401) - (1,639) (338,040) (89,818) - (41) (89,859) (63) - (5) (68) - - - - (14) - - - (44) Mountain Ridge Limited Partnership Pine Ridge Apartments, Ltd Quality Housing Partners No. 16, LP Non-controlling GP Neighborhood Concepts, Inc. Limited Partner NCI Pine Ridge, LLC 0.0033% 98.9900% Non-controlling GP HHD Meadow Oaks, GP, Inc. Ridge Chase Apartments, Ltd Limited Partner NCI Ridge Chase, LLC Spring Branch, Ltd. Non-controlling GP Spring Branch, LLC 0.0100% (197) 98.9900% - 0.0100% (8) $ (426,383) $ (5,275) $ (1,773) $ (211) (52) (433,431) Mallard Pointe, LP: As noted in the schedule above, the Organization is a 79% managing member in Mallard Pointe Partners, LLC. Mallard Pointe Partners, LLC, as its sole investment, is a 0.01% noncontrolling general partner in Mallard Pointe, LP. The 21% not owned by the Organization of ($89,859) is reflected as non-controlling interest in subsidiary as a component of net assets in the accompanying consolidated statement of financial position. 16 Neighborhood Concepts, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 9. Temporarily Restricted Net Assets Temporarily restricted net assets are available for the following purposes: The Food Bank of North Alabama grant for future lending The City of Huntsville grant for future lending Community Development Financial Institutions Fund technical assistance grant Wells Fargo Promote the Parkway Small Business Program grant Promissory notes pending borrower draws Total Note 10. $ $ 108,433 71,728 106,150 15,000 95,201 396,512 Net Assets Released From Restrictions Net assets during the year ended December 31, 2015, were released from restrictions by lending $92,979 of The Food Bank of North Alabama and The City of Huntsville grant funds out to small businesses and spending $7,500 on low income housing growth initiatives. Note 11. Restatement of Beginning of Year Net Assets Net assets as of January 1, 2015, have been restated due to the correction of errors in accounting for: (a) notes receivable in accordance with FASB ASC 310, Receivables and (b) the correction of errors in properly recognizing revenue in accordance with FASB ASC 958-605-45, Not-for-Profit Entities: Revenue Recognition. Notes receivable: In prior years, management fully impaired two of the Organization’s notes receivable totaling $1,000,000, which are related to two of the Organization’s notes payable, which will more than likely be forgiven when provisions of the loan agreements are fulfilled in October 2020 (see Note 7 for more details). At the time these notes payable are forgiven, the related notes receivable will also be forgiven, therefore, impairment of the notes receivable is not necessary so that related assets and liabilities net to zero. As a result, beginning of the year net assets have been increased by $1,000,000. Revenue recognition: In prior years, management had been recognizing developer and consulting fees income when the cash was received rather than when the fees were earned in accordance with FASB ASC 958-605-45. As a result, beginning of the year net assets have been increased by $323,016 to properly account for fees income when earned rather than when received. In prior years, management believed temporarily restricted grant revenue should be deferred until the Organization fulfilled the purpose of the grant. In accordance with FASB ASC 958-605-45, all unconditional grants should be recognized as revenue when the organization receives a commitment for the grant (promise to give). These grants related to making loans to small businesses, which is the Organization’s wholly owned subsidiary, NARLFʼs main mission and program service. Therefore, these grants are not considered conditional and should be fully recognized on the date of the grant commitment. To properly recognize this grant revenue, beginning of the year temporarily restricted net assets have been increased by $210,130. 17 Neighborhood Concepts, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 11. Restatement of Beginning of Year Net Assets (Continued) The following table illustrates these changes to beginning net assets: Temporarily Restricted Net Assets Unrestricted Net Assets Net assets, as previously reported To reverse impairment on certain notes receivable To properly recognize developer and consulting fees To properly recognize temporarily restricted grant revenue Net assets, beginning of year, as restated $ 274,087 1,000,000 323,016 $ 1,597,103 $ $ 210,130 210,130 Total $ 274,087 1,000,000 323,016 210,130 $ 1,807,233 As a result of these corrections of errors in previously issued financial statements, the effect on the change in net assets for the year ended December 31, 2014, is a decrease in the previously reported change in net assets of $130,000. Note 12. Operating Leases The Organization leases office space under an operating lease that expires in July 2016. The Organization also rents a storage unit under a month-to-month operating lease. Future minimum operating lease payments under the lease are due as follows: Year ending December 31: 2016 $8,949 Rent expense related to the office space and storage unit for the year ended December 31, 2015, was $16,010 and is included in the accompanying consolidated statement of functional expenses. Note 13. Concentrations Concentration of credit risk: The Organization maintains cash at financial institutions, which, at times, may exceed federally insured limits. The Organization has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. Geographic concentration: The Organization has investments in partnerships located in Huntsville, Arab, Montgomery, Headland, Jackson, Phenix City, Millbrook, Thomasville and Rainbow City, Alabama, as well as Villa Rica, Georgia, Jasper, Georgia and Aiken, South Carolina. Future operations of these partnerships could be affected by changes in the economic or other conditions in those geographical areas or by changes in federal low-income housing subsidies, changes in CHDO or HUD funding directives, rules and regulations. Such changes may occur with little notice and could cause inadequate funding to pay for the related costs, including the additional administrative burden to comply with a change. These potential future changes are uncertain, and accordingly, it is not possible to determine the ultimate impact on the operations of the Organization. 18 Neighborhood Concepts, Inc. and Subsidiaries Consolidating Statement of Financial Position December 31, 2015 North Alabama Neighborhood Revolving Loan Concepts, Inc. Real Estate Fund, LLC Entities Total Eliminations Consolidated Assets Current assets: Cash $ Accounts receivable Grants receivable 124,123 $ 131,045 23,074 - $ 255,168 $ - $ (5,186) 255,168 - 23,110 272,154 - 272,154 147,197 403,235 - 550,432 73,838 13,320 - 87,158 - 87,158 - (59,942) - (59,942) - 27,216 - 27,216 - 920,693 - 920,693 - 243,701 - 243,701 - Total current assets $ 36 17,924 - 272,154 (5,186) 545,246 Property and equipment: Furniture, fixtures and equipment Less accumulated depreciation (59,202) Property and equipment, net 14,636 Other assets: Developer fees receivable 12,580 920,693 NARLF notes receivable, net - - Notes receivable – related parties, net Notes receivable – unrelated parties, net Security deposits 243,701 2,401,241 - - 2,401,241 - 2,401,241 43,984 - - 43,984 - 43,984 - - 1,100 - 1,100 - 3,610,719 - 3,610,719 1,100 Total other assets Total assets (740) 3,367,018 243,701 $ 3,528,851 $ 659,516 $ - $ 4,188,367 $ (5,186) $ 4,183,181 $ $ 5,261 $ - $ $ (5,186) $ Liabilities and Net Assets Current liabilities: Accounts payable Deferred revenue Line of credit Total current liabilities 13,641 18,902 - - - - - - - - - - 13,641 5,261 - 18,902 - (5,186) 13,716 13,716 Long-term liabilities: Long-term debt 1,419,455 - 1,419,455 - 68 - 433,363 433,431 - 433,431 Total long-term liabilities 1,419,523 - 433,363 1,852,886 - 1,852,886 Total liabilities 1,433,164 5,261 433,363 1,871,788 2,080,687 257,184 (343,504) 1,994,367 - 15,559 - 15,559 2,009,926 - 2,009,926 396,512 - 396,512 2,406,438 - 2,406,438 Investment deficit in partnerships (5,186) 1,419,455 1,866,602 Net assets: Unrestricted net assets: Unrestricted Board designated for future lending Temporarily restricted net assets Total net assets Non-controlling interest in subsidiary Consolidated net assets Total liabilities and net assets - 15,559 2,080,687 272,743 15,000 381,512 2,095,687 654,255 - (343,504) (343,504) - 2,095,687 $ 3,528,851 - (89,859) 654,255 $ 659,516 19 (433,363) $ - (89,859) - 2,316,579 $ 4,188,367 $ (5,186) 1,994,367 (89,859) 2,316,579 $ 4,183,181 Neighborhood Concepts, Inc. and Subsidiaries Consolidating Statement of Activities Year Ended December 31, 2015 North Alabama Neighborhood Revolving Loan Real Estate Concepts, Inc. Fund, LLC Entities Total Eliminations Consolidated Changes in unrestricted net assets: Revenue: Developer and consulting fees $ Asset management fees 459,556 $ - 29,735 Miscellaneous Total revenues $ - - $ 459,556 - 29,735 $ - $ (5,186) 459,556 24,549 5,902 8,127 - 14,029 - 495,193 8,127 - 503,320 (5,186) 498,134 14,029 (5,186) 275,551 Expenses: Program services 201,541 79,196 - 280,737 General and administrative 33,157 2,250 - 35,407 Total expenses 234,698 81,446 - 316,144 260,495 (73,319) - 35,407 (5,186) 310,958 Increase (decrease) in unrestricted operating net assets - 187,176 - 187,176 Other income (loss): Loss on investments in partnerships (5) Interest income - 23,626 13,497 23,621 13,497 7,500 92,979 291,616 33,157 Grant revenue 22,500 264,361 Net assets released from restriction (7,500) (92,979) 15,000 171,382 306,616 204,539 Total other income (loss) Net assets released from restrictions (1,768) (1,773) - (1,773) 37,123 - 37,123 35,350 - 35,350 100,479 - 100,479 323,005 - 323,005 - 286,861 - 286,861 - (100,479) - (100,479) - 186,382 - 186,382 509,387 - 509,387 (1,768) - Increase (decrease) in unrestricted net assets (1,768) Changes in temporarily restricted net assets: Increase in temporarily restricted net assets Increase (decrease) in net assets (1,768) Net loss attributable to non-controlling interest - - (41) (41) - (41) Increase (decrease) in net assets attributable to Neighborhood Concepts, Inc. and Subsidiaries Net assets, beginning of year, as restated Contribution from NCI 204,539 (1,809) 509,346 1,843,127 395,660 (431,554) 1,807,233 - Distribution to NARLF Net assets, end of year 306,616 54,056 (54,056) $ 2,095,687 $ 654,255 20 $ - 509,346 - 1,807,233 - 54,056 (54,056) - - (54,056) 54,056 - (433,363) $ 2,316,579 $ - $ 2,316,579
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