2012-11-14T09:13:01-06:00 2011-12-31 351750664 DAUBY O'CONNOR & ZALESKI LLC 501 CONGRESSIONAL BLVD STE 300 CARMEL IN 46032 990 2011-01-01 203708317 PRESERVATION HOUSING PARTNERS PRES 2489338560 5184 IRON GATE BLOOMFIELD HILLS MI 48304 ROBERT S DIEDRICH 2489338560 2012-11-13 1 NANCY MORTON P00370064 3178485700 2011 2016-02-24 21:20:13Z ROBERT S DIEDRICH 5184 IRON GATE BLOOMFIELD HILLS MI 48304 2166605 0 X N/A X 2005 MI THE CORPORATION IS ORGANIZED AND WILL BE OPERATED EXCLUSIVELY FOR CHARITABLE PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986. SPECIFICALLY, THE CORPORATION IS ORGANIZED TO CREATE AND PRESERVE AFFORDABLE HOUSING IN THE STATE OF MICHIGAN, AND IN ALL OTHER STATES WHERE THE CORPORATION IS AUTHORIZED TO TRANSACT BUSINESS, THROUGH THE CONSTRUCTION AND/OR ACQUISITION AND REHABILITATION OF MULTIFAMILY RESIDENTIAL REAL ESTATE FOR VERY LOW, LOW AND MODERATE INCOME TENANTS. IN PURSUANCE OF THESE PURPOSES, THE CORPORATION SHALL HAVE POWER AND AUTHORITY TO (A) CARRY ON ANY BUSINESS OR OTHER ACTIVITY THAT MAY BE LAWFULLY CONDUCTED BY A CORPORATION ORGANIZED UNDER THE MICHIGAN NONPROFIT CORPORATION ACT, AND (B) DO ALL THINGS NECESSARY, PROPER AND CONSISTENT WITH MAINTAINING TAX-EXEMPT STATUS UNDER SECTION 501(C)(3). 5 4 3 0 0 0 7265130 1775803 285559 360139 152 -168568 3811 24779 7554652 1992153 0 0 0 0 80738 80738 0 0 0 51940 2146679 132678 2227417 7421974 -235264 10553805 15781371 3131831 8616179 7421974 7165192 X THE CORPORATION IS ORGANIZED AND WILL BE OPERATED EXCLUSIVELY FOR CHARITABLE PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986. SPECIFICALLY, THE CORPORATION IS ORGANIZED TO CREATE AND PRESERVE AFFORDABLE HOUSING IN THE STATE OF MICHIGAN, AND IN ALL OTHER STATES WHERE THE CORPORATION IS AUTHORIZED TO TRANSACT BUSINESS, THROUGH THE CONSTRUCTION AND/OR ACQUISITION AND REHABILITATION OF MULTIFAMILY RESIDENTIAL REAL ESTATE FOR VERY LOW, LOW AND MODERATE INCOME TENANTS. IN PURSUANCE OF THESE PURPOSES, THE CORPORATION SHALL HAVE POWER AND AUTHORITY TO (A) CARRY ON ANY BUSINESS OR OTHER ACTIVITY THAT MAY BE LAWFULLY CONDUCTED BY A CORPORATION ORGANIZED UNDER THE MICHIGAN NONPROFIT CORPORATION ACT, AND (B) DO ALL THINGS NECESSARY, PROPER AND CONSISTENT WITH MAINTAINING TAX-EXEMPT STATUS UNDER SECTION 501(C)(3). 0 0 1738763 185687 THE CORPORATION IS ORGANIZED AND WILL BE OPERATED EXCLUSIVELY FOR CHARITABLE PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986. SPECIFICALLY, THE CORPORATION IS ORGANIZED TO CREATE AND PRESERVE AFFORDABLE HOUSING IN THE STATE OF MICHIGAN, AND IN ALL OTHER STATES WHERE THE CORPORATION IS AUTHORIZED TO TRANSACT BUSINESS, THROUGH THE CONSTRUCTION AND/OR ACQUISITION AND REHABILITATION OF MULTIFAMILY RESIDENTIAL REAL ESTATE FOR VERY LOW, LOW AND MODERATE INCOME TENANTS. IN PURSUANCE OF THESE PURPOSES, THE CORPORATION SHALL HAVE POWER AND AUTHORITY TO (A) CARRY ON ANY BUSINESS OR OTHER ACTIVITY THAT MAY BE LAWFULLY CONDUCTED BY A CORPORATION ORGANIZED UNDER THE MICHIGAN NONPROFIT CORPORATION ACT, AND (B) DO ALL THINGS NECESSARY, PROPER AND CONSISTENT WITH MAINTAINING TAX-EXEMPT STATUS UNDER SECTION 501(C)(3). AS OF DECEMBER 31, 2011, THE CORPORATION HAS A 100% OWNERSHIP INTEREST IN SEVEN LIMITED LIABILITY COMPANIES THAT OWN AND OPERATE AFFORDABLE HOUSING COMMUNITIES ("PROJECTS").-QNP GATEWAY VILLAGE LLC OWNS A 64 UNIT APARTMENT COMMUNITY LOCATED IN HILLSBOROUGH, NORTH CAROLINA OPERATING AS GATEWAY VILLAGE APARTMENTS.-PHP HERITAGE HOUSE LIMITED PARTNERSHIP OWNS A 80 UNIT APARTMENT COMMUNITY LOCATED IN LEWISBURG, PENNSYLVANIA OPERATING AS HERITAGE HOUSE APARTMENTS.-PHP LEWIS VILLAGE LLC OWNS A 37 UNIT APARTMENT COMMUNITY LOCATED IN ELIZABETHTOWN, NORTH CAROLINA OPERATING AS LEWIS VILLAGE APARTMENTS.-QNP LYNNHAVEN LLC OWNS A 75 UNIT APARTMENT COMMUNITY LOCATED IN DURHAM, NORTH CAROLINA OPERATING AS LYNNHAVEN APARTMENTS.-PHP NORTHWOODS LLC OWNS A 50 UNIT APARTMENT COMPLEX LOCATED IN BURGAW, NORTH CAROLINA OPERATING AS NORTHWOODS APARTMENTS.-PHP ORANGE VILLAGE LIMITED PARTNERSHIP OWNS A 81 UNIT APARTMENT COMMUNITY LOCATED IN HERMITAGE, PENNSYLVANIA OPERATING AS ORANGE VILLAGE APARTMENTS.-PHP PINEWOOD LLC OWNS A 60 UNIT APARTMENT COMPLEX LOCATED IN DUNN, NORTH CAROLINA OPERATING AS PINEWOOD APARTMENTS. 1738763 1 1 0 0 0 0 0 0 0 0 1 0 1 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 1 3 0 3 1 0 0 0 0 0 0 0 0 X 5 4 1 1 0 0 0 1 1 1 1 0 0 1 1 1 1 1 0 1 1 0 NC PA MI X ROBERT S DIEDRICH 2489338560 5184 IRON GATE BLOOMFIELD HILLS MI 48304 X ROBERT S DIEDRICH 40.00 X X 75000 0 300000 STEPHEN BUFFA 0.20 X X 0 0 0 MICHAEL MULLIGAN 0.20 X 0 0 0 DANIEL COOPER 0.20 X 0 0 0 MICHAEL JEPSEN 0.20 X 0 0 0 75000 0 300000 0 0 1 0 0 1775803 1775803 RENTAL INCOME 531110 354274 354274 MANAGEMENT FEE INCOME 531310 5865 5865 360139 5884 5884 174452 -174452 -174452 -174452 TENANT CHARGES 531110 10266 10266 LAUNDRY & VENDING 531110 8232 8232 MISCELLANEOUS INCOME 531110 6281 6281 24779 1992153 185687 0 30663 75000 75000 5738 5738 150284 150284 7465 7465 27137 27137 1678 1678 90 90 63730 63730 552 552 1034276 1034276 7911 7911 1125 1125 195926 17 195909 319175 319175 16282 16282 MANAGEMENT COMPANY EMPL 305602 305602 BAD DEBTS 14894 14894 SUPPORTIVE SERVICES 491 491 MISCELLANEOUS EXPENSES 35 35 26 26 2227417 1738763 488654 0 898 23987 152048 399753 5719 37626 49820 92102 13840627 343934 9480620 13496693 853202 1446019 139292 11498 145899 10553805 15781371 24012 101029 11026 1497 944720 1294841 2119039 7012911 33034 205901 3131831 8616179 X 7421974 7165192 7421974 7165192 10553805 15781371 X -235264 -21518 X X 0 1 1 X 0 X 7265130 1775803 9040933 285559 360139 645698 7550689 2135942 9686631 0 0 0 9686631 152 5884 6036 152 5884 6036 3811 24779 28590 7554652 2166605 9721257 0.99640 0.99950 0.00060 X SCHEDULE A, PART IV, SUPPLEMENTAL INFORMATION: SCHEDULE A, PART III, LINE 12: MISCELLANEOUS INCOME CONSISTS OF TENANT CHARGES, LAUNDRY AND VENDING CHARGES AND OTHER INCOME ITEMS FOR SERVICES PROVIDED FOR THE CONVENIENCE OF THE TENANTS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1665390 1665390 10133713 180620 9953093 24995 104 24891 2016529 163210 1853319 13496693 ESCROW DEPOSITS 201465 C RESERVE FOR REPLACEMENTS 1244554 C 1446019 TENANT SECURITY DEPOSITS 80899 INVESTMENT IN SURREY HILL LIMITED P 94 ACCRUED INTEREST ON RELATED PARTY L 124908 205901 1992153 2227417 -235264 -46106 24588 -21518 -256782 2166605 174452 174452 1992153 0 1992153 2511854 284467 284467 2227387 30 30 2227417 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THE CORPORATION IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND STATE INCOME TAX. ACCORDINGLY, NO PROVISION FOR FEDERAL AND STATE TAXES ON REVENUE AND INCOME HAS BEEN RECOGNIZED IN THE ACCOMPANYING FINANCIAL STATEMENTS. PART XI, LINE 8 - OTHER ADJUSTMENTS: BOOK/TAX DIFFERENCE IN DEPRECIABLE ASSET BASIS 24,588. PART XII, LINE 2D - OTHER ADJUSTMENTS: TAX LOSS ON DISPOSITION 174,452. PART XIII, LINE 2D - OTHER ADJUSTMENTS: BOOK / TAX DIFFERENCE IN DEPRECIATION EXPENSE 110,250. BOOK LOSS ON DISPOSITION 174,217. PART XIII, LINE 4B - OTHER ADJUSTMENTS: BOOK/TAX DIFFERENCE IN INVESTMENT IN SURREY HILL 30. 1 X X X X X 0 0 0 0 0 0 0 0 0 ROBERT S DIEDRICH 75000 0 0 0 0 0 300000 0 0 0 375000 0 0 0 SUPPLEMENTAL INFORMATION PART III THE AMOUNT REPORTED FOR DEFERRED COMPENSATION RELATES TO FOUR YEARS WORTH OF AN ANNUAL SALARY DUE IN ARREARS TO ROBERT S. DIEDRICH. THE AMOUNT HAS NOT BEEN ACCRUED BY THE ENTITY AND IS BEING REPORTED OFF OF THE BALANCE SHEET. ROBERT S DIEDRICH WORKING CAPITAL LOAN X 354841 354841 0 1 1 NEMO MULTIFAMILY CAPITAL LLC PROMISSORY NOTE X 470000 470000 0 1 1 OMNI MULTIFAMILY CAPITAL LLC PROMISSORY NOTE X 470000 470000 0 1 1 1294841 FORM 990, SCHEDULE L, PART II LOANS TO AND FROM INTERESTED PERSONS NEMO MULTIFAMILY CAPITAL, LLC IS WHOLLY OWNED BY ROBERT S. DIEDRICH. MR. DIEDRICH IS EMPLOYED BY THE ENTITY AND IS A MEMBER OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 2 A MEMBER OF THE BOARD OF DIRECTORS (ROBERT S. DIEDRICH) WHOLLY OWNS AN ENTITY (NEMO MULTIFAMILY CAPITAL, LLC) THAT IS ENGAGED WITH THE ORGANIZATION FOR AN OUTSTANDING LIABILITY AT YEAR END. FORM 990, PART VI, SECTION A, LINE 3 HERITAGE HOUSE, IS MANAGED BY NDC REAL ESTATE MANAGEMENT, INC., A PROFESSIONAL PROPERTY MANAGEMENT COMPANY. FORM 990, PART VI, SECTION A, LINE 3 ORANGE VILLAGE, IS MANAGED BY NDC REAL ESTATE MANAGEMENT, INC., A PROFESSIONAL PROPERTY MANAGEMENT COMPANY. FORM 990, PART VI, SECTION A, LINE 3 LYNNHAVEN, IS MANAGED BY COMMUNITY MANAGEMENT CORPORATION, A PROFESSIONAL PROPERTY MANAGEMENT COMPANY. FORM 990, PART VI, SECTION A, LINE 3 GATEWAY VILLAGE, IS MANAGED BY COMMUNITY MANAGEMENT CORPORATION, A PROFESSIONAL PROPERTY MANAGEMENT COMPANY. FORM 990, PART VI, SECTION A, LINE 3 PHP LEWIS VILLAGE LLC, IS MANAGED BY COMMUNITY MANAGEMENT CORPORATION, A PROFESSIONAL PROPERTY MANAGEMENT COMPANY. FORM 990, PART VI, SECTION A, LINE 3 PHP PINEWOOD LLC, IS MANAGED BY COMMUNITY MANAGEMENT CORPORATION, A PROFESSIONAL PROPERTY MANAGEMENT COMPANY. FORM 990, PART VI, SECTION A, LINE 3 PHP NORTHWOODS LLC, IS MANAGED BY COMMUNITY MANAGEMENT CORPORATION, A PROFESSIONAL PROPERTY MANAGEMENT COMPANY. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD SHALL APPOINT THE OFFICERS OF THE CORPORATION. THE OFFICERS SHALL BE A PRESIDENT, A SECRETARY, AND A TREASURER. THERE MAY ALSO BE A CHAIRPERSON, VICE PRESIDENT, AND SUCH OTHER OFFICERS AS THE BOARD DEEMS APPROPRIATE. THE PRESIDENT SHALL BE A VOTING MEMBER OF THE BOARD. THE SAME PERSON MAY HOLD TWO OR MORE OFFICES, BUT SUCH PERSON SHALL NOT EXECUTE, ACKNOWLEDGE, OR VERIFY AN INSTRUMENT IN MORE THAN ONE CAPACITY IF THE INSTRUMENT IS REQUIRED BY LAW OR BY THE PRESIDENT OR BY THE BOARD TO BE EXECUTED, ACKNOWLEDGED, OR VERIFIED BY TWO OR MORE OFFICERS. FORM 990, PART VI, SECTION A, LINE 7B THE BOARD OF DIRECTORS AT ANY REGULAR OR SPECIAL MEETING MAY AMEND OR REPEAL THESE BYLAWS, OR ADOPT NEW BYLAWS BY VOTE OF A MAJORITY OF THE DIRECTORS, IF NOTICE SETTING FORTH THE TERMS OF THE PROPOSAL HAS BEEN GIVEN IN ACCORDANCE WITH ANY NOTICE REQUIREMENT FOR SUCH MEETING OF THE BOARD. FORM 990, PART VI, SECTION B, LINE 11 THE ACCOUNTING FIRM SENDS A DRAFT OF THE RETURN TO THE COMPANY. THE COMPANY FORWARDS A COPY OF THE RETURN TO THE EACH BOARD MEMBER FOR THEIR COMMENTS PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C WHENEVER ANY MATTER ARISES IN WHICH A DIRECTOR EITHER HAS A CONFLICT OF INTEREST OR HAS A QUESTION ABOUT THE EXISTENCE OF A CONFLICT OF INTEREST, HE/SHE SHALL MAKE FULL DISCLOSURE OF THE MATERIAL FACTS OF THE CONFLICT TO THE CORPORATION BEFORE THE MATTER IS DISCUSSED FORMALLY. THIS DISCLOSURE MUST BE MADE TO THE FULL BOARD AT A PROPERLY CALLED MEETING OF THE BOARD. A RULING ON THE CONFLICT SHALL BE MADE BY A MAJORITY VOTE OF THE BOARD AND ENTERED INTO THE MINUTES OF THE CORPORATION. STATED CONFLICTS AND ABSTENTIONS SHALL BE INCLUDED IN THE MINUTES. PERSONS WHO HAVE CONFLICTS OF INTERESTS AS DEFINED HEREIN MAY PARTICIPATE IN THE DISCUSSION OF THE MATTER IN QUESTION AND MAY BE CONSIDERED IN DETERMINING THE PRESENCE OF A QUORUM, BUT MAY NOT VOTE ON ANY RESOLUTION OR ACTION OF THE BOARD INVOLVING THE MATTER IN QUESTION. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD MAY ELECT A COMPENSATION COMMITTEE OF UP TO THREE (3) DIRECTORS. IT SHALL BE RESPONSIBLE FOR PRESENTING RECOMMENDATIONS TO THE BOARD RELATIVE TO COMPENSATION TO BE PROVIDED TO OFFICERS AND OTHER SENIOR MANAGEMENT PERSONNEL, OR FOR APPROVING SUCH COMPENSATION TO OFFICERS AND MANAGEMENT PERSONNEL IN LIEU OF ACTION BY THE BOARD OF DIRECTORS. ALL MEMBERS OF THE COMMITTEE SHALL BE SUBJECT TO THE CONFLICT OF INTEREST POLICY AS DELINEATED IN THESE BYLAWS AT ARICLE XI. PRIOR TO MAKING ANY COMPENSATION DECISIONS, THE COMMITTEE SHALL OBTAIN INFORMATION WITH RESPECT TO THE COMPARABILITY OF THE PROPOSED COMPENSATION WITH AMOUNTS ORDINARILY PAID BY SIMILAR ORGANIZATIONS FOR SIMILAR SERVICES. THE COMMITTEE SHALL RELY ON THIS INFORMATION IN MAKING ITS RECOMMENDATIONS OR DECISIONS AND SHALL DOCUMENT THE BASIS FOR ITS ACTIONS CONCURRENTLY WITH THOSE RECOMMENDATIONS OR DECISIONS. FORM 990, PART VI, SECTION C, LINE 19 THE FORM 990 AND ALL RELATED FINANCIAL AND POLICY INFORMATION ARE MADE AVAILABLE TO THE PUBLIC UPON WRITTEN REQUEST. AVERAGE NUMBER OF HOURS WORKED FORM 990, PART VII, SECTION A, LINE 1A, COLUMN B: ALL OF THE OFFICERS, DIRECTORS, AND EMPLOYEES LISTED IN PART VII, SECTION A PERFORM SIMILAR DUTIES AND HAVE SIMILAR RESPONSIBILITIES FOR RELATED ORGANIZATIONS AS THEY DO FOR THIS ORGANIZATION. THEIR TOTAL HOURS WORKED PER WEEK FOR THIS ORGANIZATION ARE SIMILAR TO THEIR HOURS WORKED FOR RELATED ORGANIZATIONS BOTH IN TERMS OF NUMBER OF HOURS AND TYPE OF WORK PERFORMED. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: PRIOR PERIOD ADJUSTMENTS: -46,106. BOOK/TAX DIFFERENCE IN DEPRECIABLE ASSET BASIS 24,588. TOTAL TO FORM 990, PART XI, LINE 5: -21,518. OVERSIGHT OF AUDITING FUNCTION PART XII, LINE 2C: IF DETERMINED BY THE BOARD OF DIRECTORS OR REQUIRED BY THE FUNDERS OF THE CORPORATION, THERE SHALL BE AN ANNUAL AUDIT OF THE FINANCIAL STATEMENTS OF THE CORPORATION BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT APPROVED BY THE BOARD OF DIRECTORS. THE CORPORATION RECEIVES A COPY OF THE AUDIT. PRIOR TO THE FINALIZATION OF THE AUDIT, A COPY OF THE AUDIT IS GIVEN TO ALL OF THE BOARD MEMBERS FOR THEIR COMMENTS AND APPROVAL. OTHER CHANGES IN NET ASSETS FORM 990, PART XI, LINE 5: DURING THE 2011 AUDIT, ADJUSTMENTS WERE MADE TO THE BEGINNING EQUITY BALANCES FOR THE FOLLOWING ADJUSTMENTS: PY MANAGEMENT FEE ADJUSTMENT: 38,676 WORKING CAPITAL LOAN: ( 2,313) HERITAGE PY INTEREST INCOME: 1,083 LYNNHAVEN PY INTEREST INCOME: 2,377 HERITAGE/ORANGE PY INTEREST: 5,453 PY ELIMINATION NET INCOME: 829 TOTAL: 46,106 IN ADDITION TO THE ABOVE PRIOR PERIOD ADJUSTMENT, THERE IS ALSO AN ADJUSTMENT FOR BOOK/TAX ADJUSTMENT FOR FIXED ASSETS IN THE AMOUNT OF $24,588. PHP HERITAGE HOUSE LIMITED PARTNERSHIP 4415 FIFTH AVENUE PITTSBURGH PA 15213 272051437 RENTAL REAL ESTATE PA 500151 2570372 N/A PHP ORANGE VILLAGE LIMITED PARTNERSHIP 4415 FIFTH AVENUE PITTSBURGH PA 15213 272051689 RENTAL REAL ESTATE PA 637298 2278889 N/A QNP GATEWAY VILLAGE LLC 1415 OLD MILL CIRCLE WINSTON SALEM NC 27103 272122379 RENTAL REAL ESTATE NC 450891 2508666 N/A QNP LYNNHAVEN LLC 1415 OLD MILL CIRCLE WINSTON SALEM NC 27103 272122535 RENTAL REAL ESTATE NC 571117 3308646 N/A QNP HERITAGE HOUSE LLC 4415 FIFTH AVENUE PITTSBURGH PA 15213 272051840 RENTAL REAL ESTATE INVESTMENT PA 0 0 N/A QNP ORANGE VILLAGE LLC 4415 FIFTH AVENUE PITTSBURGH PA 15213 272052045 RENTAL REAL ESTATE INVESTMENT PA 0 0 N/A PHP LEWIS VILLAGE LLC 200 WRIGHT STREET ELIZABETHTOWN NC 28337 452971536 RENTAL REAL ESTATE NC 0 1209799 N/A PHP NORTHWOODS LLC 601 NORTH TIMBERLY LANE BURGAW NC 28425 452620260 RENTAL REAL ESTATE NC 0 1974411 N/A PHP PINEWOOD LLC 400 PONDEROSA DRIVE DUNN NC 28334 452620382 RENTAL REAL ESTATE NC 0 1840975 N/A SURREY HILL LIMITED PARTNERSHIP 5184 IRON GATE BLOOMFIELD HILLS MI 48304 208807578 RENTAL REAL ESTATE MI RELATED -26 695 0 1 0.00010 PHP-SURREY HILL INC 5184 IRON GATE BLOOMFIELD HILLS MI 48304 310232194 RENTAL REAL ESTATE INVESTMENT MI PRESERVATION HOUSING PARTNERS C -26 -94 1.00000 1 0 0 1 0 0 0 0 0 0 1 0 1 1 0 0 0 0