rsm mcgladrey / ulmer & berne

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Heritage Ohio

Historic Tax Credit Workshop

September 18, 2009

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Federal Historic Tax Credits

Types of Credits•10% Credit for rehabilitation of a non-residential

structure placed in service prior to 1936.

•20% Credit for rehabilitation of a certified historic structure regardless of use or age.•Structure must be listed on the National Register

either individually or within an historic district.

•Rehabilitation requires certification by the Secretary of the Interior.

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Tax Implications•Property must be a building

•Cannot be a personal residence

•Property’s depreciable base is reduced by the amount of the tax credits

•Compliance period – Five year holding period; 20% of the tax credits are earned for every full 12 months the property is held past the date the credits were taken. Recapture occurs if the five year holding period is not met.

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Tax Implications (continued)•At risk rules

•Do not apply if your investor is a widely held C Corporation.

•Property cannot be financed by a person or entity related to the buyer of the property.

•Non-recourse financing cannot exceed 80% of the credit base.

•Alternative Minimum Tax (AMT) – Prior to 2008 the tax credits were unable to offset AMT. Beginning in 2008 the tax credits are not limited by AMT.

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Tax Implications (continued)•Unused credits can be carried back 1

year and forward 20 years.

•Tax credits are allocated based on profit percentage.

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Credit Base•Substantial Rehabilitation

•Rehabilitation must be at least $5,000 and exceed the adjusted tax basis of the property.

•Adjusted tax basis is acquisition cost or book value of the property excluding land.

•Measurement Period•Generally a 2 year period beginning in the

year rehabilitation commences and ending at the end of the second tax year; Note that the period may be more than 24 months.

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Credit Base (continued)•Measurement Period (continued)

•Optional 5 year period (phased project) if the project is divisible and there are written plans and specification prepared.

•Qualified Rehabilitation Expenditures (QREs)

•Generally costs related to direct construction and may include plumbing, electrical, HVAC, tenant finishes paid for by the landlord, etc.

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Credit Base (continued)•Qualified Rehabilitation Expenditures

(continued)

•Soft costs – many soft costs qualify as QRE’s•Regulatory costs such as construction period

interest and real estate taxes.

•Construction related soft costs such as architect, engineering, legal, accounting, etc.

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Tenant Rehabilitation Expenditures•The lease term at the time of

completion must exceed the applicable recovery period (excluding renewal options).•Residential properties – must be at least

27.5 years

•Non residential properties – must be at least 39 years

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Pass through structures•Landlord passes historic tax credits

through to the tenant.

•Lease must exceed 80% of the applicable recovery period.•22 years for residential properties

•32 years for non residential properties

•Tenant records the tax credit into income over the recovery period.

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Ownership Structures•Limited Partnership

•Developer/owner/contractor/non-profit as the general partner, usually in corporate form.•Minimal ownership in the entity, generally less

than 1%

•Has control over the entity

•Investor(s) as the limited partner(s)•Significant ownership

•No control over the entity

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Ownership Structures (continued)•Limited Liability Company

•Similar in structure to the limited partnership except partners are called members.

•Corporate member is not necessary due to the liability shield.

•Employment tax issue

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Ownership Structures (continued)•Credit Value – the value of the tax credit

to your investor is largely dependent on the following:•Entity structure

•Investor’s pay in schedule

•Holding period

•Expected rate of return

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Ownership Structures (continued)•Credit Value (continued)

•Direct investment structures range from $0.85 to $0.92

•Lease pass through structures range from $0.95 to $1.40

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Ownership Structures (continued)•Investor Candidates

•Investment funds/syndicators

•Local financial institutions with unfullfilled community reinvestment requirements

•Profitable locally-based national company

•Generally, most local companies are not profitable enough to overcome AMT limitations

•Large national companies

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Other Considerations•Tax exempt tenants

•Cannot participate in the financing

•Cannot have a purchase option for a fixed sum

•Cannot have used the property prior to this lease

•Lease cannot exceed 20 years

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Other Considerations•New Markets Tax Credits (NMTC)

•Ability to leverage historic tax credit equity with NMTC’s

•CDE credit allocation

•National Trust fund is available to Heritage Ohio members

•Financing•First mortgage

•Bridge loans

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Ohio Historic Tax Credits

Types of Credits•25% credit on qualified rehabilitation

expenditures (generally the same credit base as for federal purposes).

•Credit is refundable depending on the application round and the type of entity the credit is allocated to.

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Tax Implications•Credit is taxable to the recipient (federal

and state).

•There is no recapture period or basis reduction. However, the fee owner must retain the tax certificate for a period of no less than four years after issuance.

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Tenant Rehabilitation Expenditures – not applicable.

Pass Through Structures – not applicable.

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Credit Value•follows the same structure and taken into

consideration with the federal credit.

•Valued between $0.50 and $0.85. Investor Candidates

•Same as for federal, but must have been liable for Ohio tax.

•Lends itself to be more applicable to individuals.

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Round One Applications (Inception to 3/1/08)

•Fee simple non governmental owner

•Listed on the National Register either individually or within an historic district.

•Rehabilitation work consistent with standards.

•Ohio tax credit is a major factor to the rehabilitation.

•Rehabilitation results in a net revenue gain to the state. Cost benefit analysis.

•Acknowledged that some applicants will amend expenditures to increase the credits.

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Round Two Applications (Submitted applications as of 3/1/08 and applications were approved on 10/16/08).

•Fee simple non governmental owner (no change).

•Listed on the National Register either individually or within an historic district (no change).

•Rehabilitation work consistent with standards for rehabilitation (no change).

•Ohio tax credit is a major factor to the rehabilitation (no change).

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Round Two Applications (continued)•Cost benefit analysis replaced by the potential

economic impact and regional distributive balance including the following:•Timeliness to completion

•End use of the building

•Projected tax revenue from the building and its tenants

•Economic distress of the immediate area

•Physical scope of the project

•Additional investment leverage

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Round Two Applications (continued)•Capped at $5,000,000 per application

•Sufficient evidence of reviewable progress•Viable financial plan

•Evidence of historic approvals

•Must be filed within 12 months of approval

•Evidence of secured and closed financing provided within 18 months of approval

•Failure to provide progress results in rescission and put back in pool.

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Round Three Applications (7/1/09 – 12/31/09)

•$17.5 million in tax credits available

•Fee simple non governmental owner (no change).

•Listed on the National Register either individually or within an historic district (no change).

•Rehabilitation work consistent with standards for rehabilitation (no change).

•Ohio tax credit is a major factor to the rehabilitation (no change).

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Round Three Applications (continued)Scoring Criteria

•Regional Distributive Balance – •Designed to ensure a balance in distribution

of tax credits throughout Ohio.

•Higher points awarded to applications with fewer existing Ohio tax credit projects in their economic region, jurisdiction, and county.

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Round Three Applications (continued)•Scoring Criteria (continued)

•Potential economic impact•Financing secured

•Leveraged investment

•Jobs created

•Timeliness to completion

•Physical scope•End use – maximize economic development

potential

•Vacant property – extent occupied

•Green building

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Ohio Department of Development•More information and applicable forms

go to www.odod.state.oh.us

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Historic Tax Credit Workshop

Contact Information Dorinna Unger – RSM McGladrey

•216-522-1463

•[email protected]

Craig Miller – Ulmer & Berne•216-583-7048

•[email protected]

rsm mcgladrey / ulmer & berne

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