July 30, 2014

A f f o r d a b l e H o u s i n g :

LIHTC Accounting Overview

Ta x C r e d i t s 1 0 1

TOPIC

Welcome and Overview

Project Proforma

Roles, Motivations and Responsibilities of Developer and Investor

10% Test

50% Test

Cost Certification

Life Cycle of Credit Deal: Compliance, Asset Management, Disposition

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O v e r v i e w o f L o w I n c o m e H o u s i n g Ta x C r e d i t s

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Authorized under Section 42 of the Internal Revenue Code

Designed to help fund low-income housing

Investors purchase tax credits from developers of low-income housing. The money paid by investors is contributed to the project as equity.

W h a t i s a L o w - I n c o m e H o u s i n g Ta x C r e d i t ?

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T y p e s o f L I H T C s

9% Credit

New construction or substantial rehabilitation – awarded through competition

4% Credit

New construction or substantial rehabilitation awarded in conjunction with tax-exempt bonds

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Developer applies to housing credit agency (HCA) for reservation of credits

9% credits are awarded through competition

4% credits are awarded “as of right” in conjunction with tax exempt bonds

H o w D o Yo u G e t Ta x C r e d i t s ?

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HCAs are responsible for selecting developments to allocate the Credit, “underwriting” the Credit (sizing it according to financial needs of the project), reporting Credit activity to the IRS, and monitoring for compliance with federal regulations.

R o l e o f H o u s i n g C r e d i t A g e n c y“ H C A ”

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Q u a l i f i e d A l l o c a t i o n P l a n “ Q A P ”

HCA guidelines must be published in annual Qualified Allocation Plans (“QAPs”), which detail selection criteria and compliance monitoring rules. Most HCAs select projects through competitive cycles (at least one per year), with various threshold and scoring criteria.

Selection criteria includes project characteristics, owner characteristics, location, market feasibility, energy efficiency, income targeting, and affordability periods.

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Tax-Exempt Bond Financed Developments

Developments with at least 50% of aggregate basis financed with tax-exempt bonds are eligible.

Credits are awarded “as of right.”

Projects do not compete. Must meet QAP and underwriting criteria.

Applicable Tax Credit Percentage is published monthly by U.S.Treasury, and is a “floating” rate at or below 4%.

August 2014 applicable tax credit percentage is 3.25%

Frequently used to finance acquisition and rehabilitation of existing properties (e.g., “Preservation” deals).

Project size usually 100 units or more

Ta x E x e m p t B o n d s

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Minimum Requirement: rent and income restrictions must remain in place for a 15-year Compliance Period, plus an additional 15-year Extended Use Period.

Property owners may elect to “opt-out” of the Extended Use Period with HCA approval under certain circumstances; Qualified Contract.

Many QAP’s have longer use restrictions and prohibit opting out early.

L o w I n c o m e U s e R e s t r i c t i o n

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E l i g i b l e B a s i s

Eligible basis = adjusted basis of building at end of 1st year of credit period

Includes common areas

30% boost in QCTs or DDAs

Projects located in HUD-designated Qualified Census Tracts or difficult to develop areas receive a 30% increase on eligible basis

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E l i g i b l e B a s i s ( c o n t . )

Costs that ARE included:• Engineering & architecture• Survey• Appraisal• Construction costs• Market study• Impact fees/permits• Inspections

• Tenant relocation• Accounting & legal• Environmental• Depreciable land improvement• Developer fee• Construction period interest, loan

fees, insurance, real estate taxes

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E l i g i b l e B a s i s ( c o n t . )

Costs that ARE NOT included:• Land• Permanent loan fees• Marketing and lease-up costs• Tax credit fees• Reserves• Syndication fees• Commercial or income-producing space

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C o m m u n i t y S e r v i c e F a c i l i t i e s

Generally, costs included in basis are limited to space used exclusively for low-income tenants.

In qualified census tracts, basis may include costs of providing a community service facility for use primarily by low-income residents of the area. They do not have to be tenants. There are limitations on the percentage of basis that may be eligible for tax credits for community service facilities. Consult your tax credit advisor.

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R e n t R u l e s

Rent + utility allowance (gross rent) cannot be >30% of household income

Qualifying income based on family size and # of bedrooms

Gross rent does not include Section 8 or other subsidies

Rent limits change annually when HUD publishes new Area Median Incomes (AMIs)

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I n c o m e L i m i t s

Minimum set aside: certain % of units restricted for % of AMI

20/50: 20% of units at 50% of AMI

40/60: 40% of units at 60% of AMI

NYC only: 25/60: 25% of units at 60% of AMI

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R e c a p t u r e f o r N o n - C o m p l i a n c e

Decrease in qualified basis

Not meeting minimum set-aside

Low-income occupancy decreases

Sale or foreclosure

Eminent domain

Damaged building out of service (e.g. Sandy casualty losses)

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R o l e o f t h e I n v e s t o r

Purchases tax credits and tax benefits

Current price is approximately $.90 for $1.00 of tax credits

Investors may pay more for credits in areas eligible for CRA credit

Investors may pay less for credits in areas deemed higher risk

Becomes 99.99% limited partner in project ownership entity

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General Partner Tax Credit Investor

Nominal 1% Credits, 99% Credits, $$ EquityEquity Investment Profits & Losses Profits & Losses

Operating Partnership

DevelopmentFee Rent

Developer Mortgage Tenant Group

T y p i c a l O w n e r s h i p S t r u c t u r e

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F i n a n c i a l M o d e l

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Construction start & placed in service dates

Occupancy (lease-up)

Debt & equity

Operating income & expenses

Development budget (sources & uses)

Tax credit assumptions (4%-9%, 30% basis boost, tax credit pricing)

P r o j e c t S u m m a r y & A s s u m p t i o n s

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Unit mix

• Bedrooms

• Number of units

• Target median income %

LIHTC rent limits

Proposed rents

• Cannot exceed LIHTC rent limits

• Market study

Vacancy allowance

Tenant paid utilities

P r o j e c t I n c o m e

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Administrative

• Management fees (% of effective gross income)

• Monitoring fees

• Annual audit/tax

Utilities

Operating expenses

• Realistic per unit cost

Replacement reserves

• Typically $250 - $300 per unit per year

P r o j e c t E x p e n s e s

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Income Trend 2%Expense Trend 3%Vacancy Allowance 7%Management Fee 5%

Income Year 1 Year 2 Year 3 Year 4 Year 5Gross Project Income 874,800 892,296 910,142 928,345 946,912 Vacancy Allowance (61,236) (62,461) (63,710) (64,984) (66,284)Effective Gross Income 813,564 829,835 846,432 863,361 880,628

         Expenses          Total Expenses 540,974 556,796 573,085 589,854 607,118 Net Operating Income 272,591 273,039 273,347 273,506 273,510

         Debt Service Financing          Private Loan 238,647 238,647 238,647 238,647 238,647 Cash Flow 33,944 34,393 34,701 34,860 34,863 Debt Coverage Ratio 1.14 1.14 1.15 1.15 1.15

         Cash Flow Financing          HOME 16,972 17,196 17,350 17,430 17,432 Remaining Cash Flow 16,972 17,196 17,350 17,430 17,432

         Def Dev Fee Balance 691,244 674,272 657,076 639,726 622,296 Def Dev Fee Payment (16,972) (17,196) (17,350) (17,430) (17,432)Def Dev Fee Balance 674,272 657,076 639,726 622,296 604,864

O p e r a t i n g P r o F o r m a

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Acquisition costs

• Land

• Existing building (rehab)

Construction costs (hard costs)

• General requirements

• Builder’s profit & overhead

• Hard cost contingency

Soft costs

• Development related

• Financing (construction/perm)

D e v e l o p m e n t B u d g e t - U s e s

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Soft costs

• Syndication

• Tax credit related

Developer fee

• Max developer fee limits (state)

Reserves

• Operating

• Rent-up

• Escrows

D e v e l o p m e n t B u d g e t – U s e s ( c o n t . )

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Construction financing

• Construction

• Permanent

Debt

• Permanent debt

• Cash flow financing

• Grants

Equity

• LIHTC equity

• State tax credit equity

Deferred developer fee

D e v e l o p m e n t B u d g e t - S o u r c e s

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Eligible Costs 14,405,812

QCT/DDA Boost (130%)x

100%

Eligible Basis 14,405,812

Applicable Fractionx

100%

Qualified Basis 14,405,812

Applicable Percentagex

9.0%

Annual LIHTC Eligible 1,296,523

10 yearsx

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Total LIHTCs Over Period 12,965,231

Investor Ownership %x

99.99%

Total Investor LIHTCs 12,963,934

Tax Credit Pricex .

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Tax Credit Equity 12,315,738

Ta x C r e d i t E q u i t y

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Investor IRR

• Schedule of benefits

o Losses

Depreciation

o Tax credits

• Distributions (cash flow)

• Capital contributions

o Quarterly compounding

Capital account

• Minimum gain

I n v e s t o r M e t r i c s

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T h e 1 0 % Te s t

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W h y C o n d u c t a 1 0 % Te s t ?

If a project is not placed in service in the year of credit allocation, the project must apply for a Carryover of the Allocation. This process is specific only to competitive LIHTCs. LIHTCs in conjunction with tax exempt bonds are exempt.

The 10% Test is part of the Carryover Allocation Application to demonstrate progress toward project completion.

Typically, the HCA requires an Independent Accountant’s Report. The form of report is dictated by the HCA and may vary from state to state.

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W h a t i s a 1 0 % Te s t ?

A 10% Test supports Accumulated Basis* in a project. Accumulated Basis must be at least 10% of the Reasonably Expected Basis* of the project on a specific date.

*Accumulated Basis: Total costs incurred to date which represent project’s depreciable basis plus land.

*Reasonably Expected Basis: Project’s depreciable basis plus land costs. This amount is generally stipulated by the Owner as part of the Carryover Allocation.

* Note: terminology varies by HCA

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dl

10% <Accumulated Basis (land + depreciable basis)

Reasonably Expected Basis

(total expected land + depreciable basis)

T h e 1 0 % C a l c u l a t i o n

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W h a t i s i n v o l v e d i n a 1 0 % Te s t ?

The Independent Accountant will test, on a sample basis, costs presented by the Owner as Accumulated Basis. Testing could include:

• Sampling of invoices or other documentation.

• Confirmation of costs incurred with third party vendors.

• Recalculation of fees to determine inclusion in accordance with terms.

Relevant project documents will be obtained, reviewed and retained as part of the engagement documentation.

Additional specific procedures required by the HCA, if applicable.

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5 0 % Te s t : P r o j e c t s F i n a n c e d w i t h Ta x E x e m p t B o n d s

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B a c k g r o u n d o n B o n d F i n a n c i n g

HCAs allocate competitive LIHTCs to projects based on their annual LIHTC volume cap allocation received from the U.S. Treasury.

An exception to this rule relates to projects financed with Tax-Exempt Bonds. LIHTCs awarded as of right to projects financed with Tax-Exempt Bonds do not count against the HCAs’ LIHTC volume cap allocation.

As of right 4% LIHTCs are non-competitive. Projects must only meet requirements under the State’s QAP and tax exempt bond rules.

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The 50% test is calculated by dividing the Bond Proceeds by the Aggregate Basis of the Project. For these purposes:

• Bond Proceeds: Include only the amount of bonds used to finance the acquisition, hard construction and soft costs of the project. Generally this will equal the mortgage amount. Bond Proceeds do include interest earned on the bonds or bond reserve funds.

• Aggregate Basis: Includes the Project’s depreciable basis and land costs.

W h a t i s t h e 5 0 % Te s t ?

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T h e 5 0 % Te s t

Bond Proceeds

____________________

Aggregate Basis

(of building and land)

50% <

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O t h e r B o n d N u a n c e s

For a bond financed project to obtain LIHTCs the bonds must be volume cap bonds, a separate application and allocation process from an issuing agency. Tax exempt bond volume cap is allocated annually by the U.S. Treasury to issuing agencies.

The Project must meet the 95/5 Test. This test is often called the “good cost / bad cost” test and is typically performed by an Independent Accountant. For these purposes some examples are:

• Good Costs: Building and land, common space, resident recreation and parking facilities related to the rental residential units.

• Bad Costs: Commercial space, financing fees, bond issuance costs, some costs incurred prior to bond inducement.

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M e e t i n g t h e 5 0 % Te s t

If the Project meets the 50% Test, the Project may claim 100% of the 4% credits on the total amount of eligible basis.

Example:

Volume Cap Bonds 10,000,000 Aggregate Basis 19,900,000 50% Test Ratio 50.2513%

Land in Aggregate Basis 2,000,000

Eligible Basis 17,900,000

Eligible under 50% Test 100.0000%

Final Eligible Basis 17,900,000

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If the Project does not meet the 50% Test the Project is limited to 4% credits on the amount of eligible basis times the final ratio. This has a severe impact on the available credits!

Example:

Volume Cap Bonds 10,000,000 Aggregate Basis 20,100,000 50% Test Ratio 49.7512%

Land in Aggregate Basis 2,000,000

Eligible Basis 18,100,000

Eligible under 50% Test 49.7512%

Final Eligible Basis 9,004,975

W h a t H a p p e n s i f a 5 0 % Te s t F a i l s ?

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To p r e v e n t f a i l i n g 5 0 % Te s t

Alternative methods for calculating capitalization of project costs; i.e., construction interest capitalization, 266ii election, etc.. This is typically the first alternative evaluated.

Reduction of Aggregate Basis costs via funding at General Partner level through GP guarantees of maximum project costs for construction.

Obtain an additional allocation of volume cap bonds to increase the numerator in the calculation. These bonds would be used to pay qualified costs and typically repaid with permanent sources such as equity or other debt.

Reduction of developer fee until the 50% ratio is met -- typically the last resort!

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R e p o r t i n g f o r 5 0 % Te s t s

50% Tests are reported in different ways depending on the HCA. Reports are generally required to be prepared by an Independent Accountant. Two options are typical:

• Report as part of the final 8609 cost certification: In this option there is a separate provision in the HCA’s reporting format which includes a calculation and report on the 50% status.

• Report in a separate letter: In this option there is a separate report stipulated by the HCA which specifically addresses the 50% test.

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Report typically in form of an Agreed Upon Procedures (AUP) report performed by an Independent Accountant

Specific procedures required by the HCA are reported upon by the Independent Accountant

T h e I n d e p e n d e n t A c c o u n t a n t ’ s R e p o r t

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8 6 0 9 C o s t C e r t i f i c a t i o n

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CPA’s audit of project costs. Required by HCA’s to certify eligibility for LIHTCs.

Each HCA has specific information required to be included. Typically required: schedules of total and eligible costs by project and building, calculation of credits, sources and uses of funds, gap analysis and project proformas.

Upon final issuance of the cost certification, as a part of the final application package, which usually includes additional materials, forms 8609 will be issued to the owner.

W h a t i s a C o s t C e r t i f i c a t i o n ?

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New Construction: Involves construction of a project “from the ground up.” In these circumstances, there was either vacant land with no existing building, or all existing structures were demolished and a new structure constructed.

Acquisition / Rehabilitation: Involves acquiring an existing project and rehabilitating the structure. This can involve rehabilitation around tenants, tenants do not vacate units, or vacate units on a daily basis; or units can be taken out of service, tenants are relocated during rehabilitation.

The nature of the construction/rehabilitation has direct effects on the ability to capitalize costs as eligible as well as the method for determining credit rates.

N e w C o n s t r u c t i o n v s . A c q u i s i t i o n R e h a b

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Minimum Rehab Test: Rehabilitation of the Project must meet minimum requirements: $6,200 per unit or 20% of adjusted acquisition basis, or whatever is stipulated in the relevant QAP

Purchase from an unrelated party: Acquisition of the Project must be from an unrelated party for tax purposes.

10 Year Rule: The project must not have been placed in service within 10 years previous to acquisition (certain exceptions apply).

A c q u i s i t i o n R e h a b – A d d i t i o n a l C o n s i d e r a t i o n s

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Costs that ARE included (wholly eligible):

• Engineering & architecture• Survey• Appraisal• Market study• Impact fees/permits

• Depreciable land improvement• Tenant relocation• Inspections

E l i g i b l e C o s t s ( R e f r e s h e r )

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New Construction: Generally limited to ineligible land costs

Acquisition/Rehab: Must create or obtain a purchase price analysis to establish basis in acquired assets:

In most cases an independent appraisal is used to support allocation of acquisition cost to land and building (potentially furniture & fixtures and existing leases, etc.)

In complex transactions involving commercial space, long term tenants, or related parties, a 3rd party specialist may need to perform a purchase price allocation

Basis related to acquired building is eligible for 4% acquisition credits.

A c q u i s i t i o n A n a l y s i s

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Construction costs related to residential rental units, common space, tenant amenities (non-commercial) and depreciable land improvements are eligible.

Construction costs related to demolition (non-rehab), commercial space, permanent land improvements are not eligible.

Contractor fees for overhead, general requirements and profit are limited – subject to specific limits prescribed by the HCAs. See QAP for year of allocation.

Related party contractors require additional documentation for testing purposes to support costs (job costs, etc.).

C o n s t r u c t i o n C o s t s

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Developer Fees are eligible to the extent of underlying developer activity, which can be determined via review of the developer agreement and direct inquiry. Developer Fee may be allocated to:

Acquisition / Rehab and Commercial / Residential

Development and construction related services: eligible

Financing related activity (acquisition of debt/equity): partially eligible (equity related = ineligible)

Developer fees are also subject to specific limits prescribed by the HCA.

D e v e l o p e r F e e s

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Similar to Developer Fees, legal fees are eligible to be capitalized based on the underlying characteristics for which they were rendered.

Fees are treated similarly to those underlying costs. For example, if related to organizational/partnership or syndication costs, legal fees are 100% ineligible. Financing fees are amortized over the life of the related financing instrument.

L e g a l F e e s

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The amount of a specific cost to be capitalized for a specific month; i.e., eligible, can be determined by the proration of the project which is out of service.

New Construction: This scenario is straight forward, at inception, 100% of units are out of service, decreasing to 0% as the Project is completed.

Rehabilitation: Capitalization is determined by units out of service at the beginning of each month. Factors such as whether the project has in place tenants at acquisition, rehabs around tenants, etc. all factor in to capitalization determination

Note: “out of service” indicates that the unit is NOT ready and available for its intended use

M o n t h l y C a p i t a l i z a t i o n ( f o r p e r i o d i c c o s t s )

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Example: Uniform units.

0

20

40

60

80

100

Units out of service

M o n t h l y C a p i t a l i z a t i o n – N e w C o n s t r u c t i o n E x a m p l e

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Example: Uniform units with existing tenants in place, units taken offline.

0

20

40

60

80

100

Units out of service

M o n t h l y C a p i t a l i z a t i o n – R e h a b i l i t a t i o n E x a m p l e

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Project is vacant at acquisition: monthly capitalization will work like New Construction.

Rehab around tenants: monthly periodic costs will not be eligible.

M o n t h l y C a p i t a l i z a t i o n – R e h a b i l i t a t i o n ( c o n t . )

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Costs which attach to specific periods of time such as insurance, real estate taxes, etc. These costs are allocated across the relevant period and are eligible in the percentage that the related month is out of service – see monthly capitalization.

Construction loan costs and costs of issuance including title & recording on loans are periodic costs. This is an often confused concept.

P e r i o d i c C o s t s

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Interest is also a periodic cost, but varies from the previous costs in that capitalization is typically done on a quarterly basis on the first day of each quarter.

Monthly capitalization is an option for acquisition rehab projects with a irregular pattern for quarterly capitalization.

Interest capitalization can be a complex calculation.

I n t e r e s t C a p i t a l i z a t i o n

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Interest Charges

Out of Service Capitalized

January 8,000$ 100% 8,000$ February 9,000$ 75% 6,750$ March 10,000$ 50% 5,000$

27,000$ 19,750$

I n t e r e s t C a p E x a m p l e – T r a d i t i o n a l F i n a n c i n g

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* Note = 266ii election can be made to capitalize investment interest expense rather than deducting the amounts. This results in no offset to any income earned on bond reserves, which will be recognized as revenue.

Total Bond Issue3,000,000$ A

B C D = (C / A) E = (B x (1 - D)) F = (B - E) G F x G

Interest Charges

Bonds Drawn for

ConstructionConstruction

Fraction

Investment Interest Expense

Construction Interest Expense Out of Service Capitalized

Quarter 1 10,000$ 1,000,000$ 33% 6,667$ 3,333$ 100% 3,333$ Quarter 2 10,000$ 1,750,000$ 58% 4,167$ 5,833$ 75% 4,375$ Quarter 3 10,000$ 2,250,000$ 75% 2,500$ 7,500$ 50% 3,750$

30,000$ 13,334$ 16,666$ 11,458$

I n t e r e s t C a p E x a m p l e – Ta x -E x e m p t B o n d F i n a n c i n g

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Avoided interest relates to the cost of interest which has been avoided through the use of equity for financing the Project.

Avoided interest is calculated on non-traced debt as the weighted average interest rate for the period.

A v o i d e d I n t e r e s t

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D e t e r m i n i n g t h e A p p l i c a b l e P e r c e n t a g e – N e w C o n s t r u c t i o n

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D e t e r m i n i n g t h e A p p l i c a b l e P e r c e n t a g e - A c q u i s i t i o n

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D e t e r m i n i n g t h e A p p l i c a b l e P e r c e n t a g e - R e h a b i l i t a t i o n

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“30% Boost”: Properties located in a federally-designated Qualified Census Tract, or Difficult Development Area, are eligible for 30% increase in eligible basis in calculating the credit for new construction and rehabilitation costs (acquisition portion not eligible).

Aggregate Basis: Land + depreciable basis; relevant for calculating tax exempt bond 50% test.

Annual Credit Amount: Product of Qualified Basis and Applicable Credit Percentage Fraction.

D e f i n i t i o n s

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Applicable Fraction: The lesser of the unit fraction or floor space fraction. Must meet for each BIN in project.

Applicable Tax Credit Percentage: Rate published monthly by Treasury to determine credit amount based on Qualified Basis. Fixed at 9% for most new construction and rehabilitation expenses for projects receiving allocations until December 31, 2014. Floating rate at or below 4% for acquisition and construction/rehab costs financed with tax-exempt bonds.

D e f i n i t i o n s ( c o n t . )

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Eligible Basis: Development costs related to acquisition, rehabilitation, or construction of a new building that are depreciable to that building.

Floor Space Fraction: S. F. low income units S.F. total units

Qualified Basis: Product of Eligible Basis and Applicable Fraction.

Unit fraction: low income units total units

D e f i n i t i o n s ( c o n t . )

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QUESTIONS?

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Marshall PhillipsPrincipal

CohnReznick, LLP525 North Tryon Street, Suite 1000

Charlotte, NC 28202marshall.phillips@cohnreznick.com

704-332-9100

P r e s e n t e r

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Nic Mathias, CPA Garrick Gibson, CPASenior Manager Senior Manager525 N. Tryon Street, Suite 1000 816 Congress Avenue, Suite

200Charlotte, NC 28202 Austin, TX 78701704-900-2013 512-499-1448nic.mathias@cohnreznick.com

garrick.gibson@cohnreznick.com

P r e s e n t e r s

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