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Ownership Assumed by Foundation

In fall 1992, Temple Associates began the process of turning the ownership of the property over to the Foundation. The major hurdle to overcome was the tax ramification to the partners resulting from the donation of the property to the Foundation. The original plan developed by the accounting firm of Deloitte & Touche was to donate the property debt-free to the nonprofit charitable Foundation. To accomplish this, the partners would have to contribute an additional $772,000 in equity to the partnership in order to pay off debts. If this were done, the property would have an appraised value of $1,060,000, which would be the total amount of the charitable contribution of the 46 partners. This donation would result in approximately $328,000 in reduced taxes for the partners at the tax rates then in effect.12 The net out-of-pocket loss to the partners would have been about $461,000, or about $10,000 apiece. If the equity donation was not made and the building was donated with the debts, then the partners would still be faced with a taxable gain of over $831,000 with a resulting cumulative tax bill of $258,000. The difference for the 46 partners of donating versus not donating the additional equity was $5,000 per partner. The partnership agreement required unanimous approval of the partners. Over the next two years the general partners worked to get unanimous approval. Unfortunately, the economy at this time was not very good and most of the investors, who for the most part were developers and property owners, were faced with losses on their other investments. The potential capital gains did not benefit them nor did the prospect of a tax write-off from the donation
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In July 1994, Deloitte & Touche prepared another document for the partners outlining the new implications of donating the property without paying off the debts, but with the forgiveness of over $1.6 million of debt to the general partners and the partnership. This plan, which resulted in a total tax liability to the partners of $356,000, did not require unanimous approval. The transfer was approved by the majority of the partners and the transfer took place on December 31, 1994.

On January 1, 1995, the Civic Foundation, Inc. took over a $1,060,000 building with a debt of $1,090,000 that included unpaid real estate taxes of $142,000 plus interest, a bank loan of $585,000 that had a balloon payment of $576,000 due April 1, 1995, and $364,000 of accounts payable.

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