Comments for North San Diego County Association of Realtors http://www.nsdcar.com NSDCAR Sat, 18 Feb 2012 02:10:03 +0000 hourly 1 Comment on Proposed Merger Blog by Diane Conaway http://www.nsdcar.com/proposed-merger-blog/comment-page-1/#comment-1954 Diane Conaway Sat, 18 Feb 2012 02:10:03 +0000 http://www.nsdcar.com/#comment-1954 Does the CPA still think the other associations are viable now that we know the IRS liability is $317,000, the $1.1 million mortgage has a due on sale clause, may be a taxable event and the IRS liability accrues additional interest and penalties faster than it is being paid off? If the merger takes place, NSDCAR has the cash to pay it off. Why would the IRS accept less? They only negotiate an offer in compromise if there aren't assets and the ability to pay, just like a hardship situation for a short sale. The affected association should make an "offer in compromise" to the IRS now while they have a true hardship. Does the CPA still think the other associations are viable now that we know the IRS liability is $317,000, the $1.1 million mortgage has a due on sale clause, may be a taxable event and the IRS liability accrues additional interest and penalties faster than it is being paid off? If the merger takes place, NSDCAR has the cash to pay it off. Why would the IRS accept less? They only negotiate an offer in compromise if there aren’t assets and the ability to pay, just like a hardship situation for a short sale. The affected association should make an “offer in compromise” to the IRS now while they have a true hardship.

]]> Comment on Proposed Merger Blog by Response to K Murphy http://www.nsdcar.com/proposed-merger-blog/comment-page-1/#comment-1953 Response to K Murphy Fri, 17 Feb 2012 23:44:26 +0000 http://www.nsdcar.com/#comment-1953 We know of no REALTOR® association in the nation that allows its Affiliate Members to vote. For the most part, although the Affiliates definitely provide valuable ancillary service to the REALTOR® members, their primary objective in membership is having access to the REALTORS as potential customers, rather than as parties involved in the real estate business per se. A number of years ago, however, we created the Associated Professional member category, a special category of membership carved from the Affiliates and comprised of those in title, escrow, appraisal, and mortgage/lending. These members touch the transaction and have a direct impact on the real estate transaction itself. We may be the only association that has an AP category at all, and has given a vote to these professionals - who are included in the Affiliate category elsewhere. In recognition of their role in the transaction and the expertise they bring that is directly related to the real estate industry, NSDCAR has have given them a seat on the Board of Directors and they have a vote on Association issues. We know of no REALTOR® association in the nation that allows its Affiliate Members to vote. For the most part, although the Affiliates definitely provide valuable ancillary service to the REALTOR® members, their primary objective in membership is having access to the REALTORS as potential customers, rather than as parties involved in the real estate business per se. A number of years ago, however, we created the Associated Professional member category, a special category of membership carved from the Affiliates and comprised of those in title, escrow, appraisal, and mortgage/lending. These members touch the transaction and have a direct impact on the real estate transaction itself. We may be the only association that has an AP category at all, and has given a vote to these professionals – who are included in the Affiliate category elsewhere. In recognition of their role in the transaction and the expertise they bring that is directly related to the real estate industry, NSDCAR has have given them a seat on the Board of Directors and they have a vote on Association issues.

]]> Comment on Proposed Merger Blog by Response to Trussell http://www.nsdcar.com/proposed-merger-blog/comment-page-1/#comment-1951 Response to Trussell Fri, 17 Feb 2012 19:45:27 +0000 http://www.nsdcar.com/#comment-1951 The association is making payment per a payment plan negotiated with the IRS. Once a period of time in which payments have been made, the IRS may consider negotiating down the penalty portion of the total. We asked that the total amount as currently known be placed on the balance sheet as a transparency matter. We had already disclosed the total amount of debt plus penalty and interest, and we didn’t want to be seen as changing that number by putting only a fraction of that on the Balance Sheet. This is the liability as it currently stands, and is decreasing with each month of payment. As it currently stands, there is a payment plan in place, but there are rarely guarantees on anything. I would not want to speculate on something we cannot answer. East County expects about 600 members and PSAR 1000. The dues renewal period is still open, and we all add new members monthly. Our projections for 2012 are based on 2011 year end figures and then taking into account attrition on the renewal amount, plus new members. We would like to give you the financial information broken down by individual association, but we are prohibited from doing so because of antitrust considerations and the strong advice of an antitrust specialist. The financials have all been reviewed by a CPA firm hired to review and analyze the information from a financial feasibility perspective. The CPA found no reason that the merger should not go forward. And the fact is that NSDCAR will not be damaged by merging with either one of the other two. They are in solid financial position. The association is making payment per a payment plan negotiated with the IRS. Once a period of time in which payments have been made, the IRS may consider negotiating down the penalty portion of the total. We asked that the total amount as currently known be placed on the balance sheet as a transparency matter. We had already disclosed the total amount of debt plus penalty and interest, and we didn’t want to be seen as changing that number by putting only a fraction of that on the Balance Sheet. This is the liability as it currently stands, and is decreasing with each month of payment. As it currently stands, there is a payment plan in place, but there are rarely guarantees on anything. I would not want to speculate on something we cannot answer. East County expects about 600 members and PSAR 1000. The dues renewal period is still open, and we all add new members monthly. Our projections for 2012 are based on 2011 year end figures and then taking into account attrition on the renewal amount, plus new members. We would like to give you the financial information broken down by individual association, but we are prohibited from doing so because of antitrust considerations and the strong advice of an antitrust specialist. The financials have all been reviewed by a CPA firm hired to review and analyze the information from a financial feasibility perspective. The CPA found no reason that the merger should not go forward. And the fact is that NSDCAR will not be damaged by merging with either one of the other two. They are in solid financial position.

]]> Comment on Proposed Merger Blog by Kim Murphy http://www.nsdcar.com/proposed-merger-blog/comment-page-1/#comment-1946 Kim Murphy Thu, 16 Feb 2012 19:24:23 +0000 http://www.nsdcar.com/#comment-1946 Why are affiliates, who pay dues to the association and believe that they are members of the association, being denied access to vote? One affiliate called me to complain and then asked the question "why am I even paying dues if I am not entitled to vote on something like this?" Associated Professionals are allowed to vote, but not the hundreds of affiliates who support all of us with our business. Why are affiliates, who pay dues to the association and believe that they are members of the association, being denied access to vote? One affiliate called me to complain and then asked the question “why am I even paying dues if I am not entitled to vote on something like this?”
Associated Professionals are allowed to vote, but not the hundreds of affiliates who support all of us with our business.

]]> Comment on Proposed Merger Blog by Marla Trussell http://www.nsdcar.com/proposed-merger-blog/comment-page-1/#comment-1942 Marla Trussell Thu, 16 Feb 2012 03:41:11 +0000 http://www.nsdcar.com/#comment-1942 Thank you for your timely response re: IRS tax lien. What then is the status of the lien and is there a settlement letter or other such documentation from the IRS? Also, if the debt is to be paid out over 10 years, why is the entire amount in current liabilities? Only the portion due in the next fiscal year belongs in the current portion, everything else is in long term. Is there a possibility the debt may become due in the next 12 months? What are the current membership levels of the 3 associations, broken down by association; income, etc? It would be a better representation if the financials for the 3 separate associations are listed in addition to the consolidated financials. Additionally, a P&L should also be included for each association. Thank you for your timely response re: IRS tax lien. What then is the status of the lien and is there a settlement letter or other such documentation from the IRS? Also, if the debt is to be paid out over 10 years, why is the entire amount in current liabilities? Only the portion due in the next fiscal year belongs in the current portion, everything else is in long term. Is there a possibility the debt may become due in the next 12 months? What are the current membership levels of the 3 associations, broken down by association; income, etc? It would be a better representation if the financials for the 3 separate associations are listed in addition to the consolidated financials. Additionally, a P&L should also be included for each association.

]]> Comment on Proposed Merger Blog by Response to Trussell http://www.nsdcar.com/proposed-merger-blog/comment-page-1/#comment-1941 Response to Trussell Wed, 15 Feb 2012 22:29:35 +0000 http://www.nsdcar.com/#comment-1941 Yes, it would take a long time to pay off the tax liability IF only the negotiated payment plan amount is paid, and IF the association involved is unsuccessful in negotiating the amount down. No one responsible for there being a liability is still with that association. The debt is listing on the consolidated balance sheet as “Accrued payroll tax liabilities.” Thank you for taking the time to review the material and to submit your questions. Yes, it would take a long time to pay off the tax liability IF only the negotiated payment plan amount is paid, and IF the association involved is unsuccessful in negotiating the amount down. No one responsible for there being a liability is still with that association. The debt is listing on the consolidated balance sheet as “Accrued payroll tax liabilities.” Thank you for taking the time to review the material and to submit your questions.

]]> Comment on Proposed Merger Blog by Marla Trussell http://www.nsdcar.com/proposed-merger-blog/comment-page-1/#comment-1937 Marla Trussell Tue, 14 Feb 2012 22:33:01 +0000 http://www.nsdcar.com/#comment-1937 There's an IRS tax lien of approximately $317K. Based on the information available, it will take over 10 years to pay off this debt. Are the administrators or responsible parties still involved with the unnamed association? Why isn't this debt listed in the consolidated financials for the 3 associations? There’s an IRS tax lien of approximately $317K. Based on the information available, it will take over 10 years to pay off this debt. Are the administrators or responsible parties still involved with the unnamed association? Why isn’t this debt listed in the consolidated financials for the 3 associations?

]]> Comment on Proposed Merger Blog by Response to C Beard http://www.nsdcar.com/proposed-merger-blog/comment-page-1/#comment-1875 Response to C Beard Sat, 11 Feb 2012 00:52:19 +0000 http://www.nsdcar.com/#comment-1875 Thank you for your input. Responding exclusively to your comment about “unanswered questions outstanding” and the Board becoming more fully informed: Much of the problem for some members of the Board stemmed from wanting access to certain financial information specific to each of the two other associations involved, and which our antitrust attorney said would create antitrust concern or liability. That information simply could not be shared. The information, however, was reviewed by the CPA retained to examine the financial documents from each of the three associations, and to give an opinion as to the financial advisability of moving forward with the merger. He found no financial information that would suggest that the merger not proceed. Several excellent questions were asked during the Information Sessions and answers are being obtained and posted prior to opening of the vote on Wednesday morning. The pro forma budget (Exhibit A to the Business Plan) has been updated to include additional information received just this week about a tax liability. That document is going out in Quick Facts this weekend (02/12) and is on the website. Additionally, as requested, consolidated Balance Sheet should be available and posted by end of business on Monday 02/13. Thank you for your input. Responding exclusively to your comment about “unanswered questions outstanding” and the Board becoming more fully informed: Much of the problem for some members of the Board stemmed from wanting access to certain financial information specific to each of the two other associations involved, and which our antitrust attorney said would create antitrust concern or liability. That information simply could not be shared. The information, however, was reviewed by the CPA retained to examine the financial documents from each of the three associations, and to give an opinion as to the financial advisability of moving forward with the merger. He found no financial information that would suggest that the merger not proceed. Several excellent questions were asked during the Information Sessions and answers are being obtained and posted prior to opening of the vote on Wednesday morning. The pro forma budget (Exhibit A to the Business Plan) has been updated to include additional information received just this week about a tax liability. That document is going out in Quick Facts this weekend (02/12) and is on the website. Additionally, as requested, consolidated Balance Sheet should be available and posted by end of business on Monday 02/13.

]]> Comment on Proposed Merger Blog by Clark Beard http://www.nsdcar.com/proposed-merger-blog/comment-page-1/#comment-1858 Clark Beard Thu, 09 Feb 2012 15:49:30 +0000 http://www.nsdcar.com/#comment-1858 Comment following yesterday's informational meeting at the Escondido Center for the Arts. I appreciate the board of Directors in providing a forum for presenting two differing perspectives on the proposed merger. The moderated question and answer session was well done and at a pace that was about right. I raised a couple of questions during the session to which I received answers that I would like to post. Both of my questions were prompted by indications I got from other peoples' prior questions and the respective answers they received; 1. "Are we then not voting blindly?" To which one of the directors replied, in my opinion "YES." My second question was prompted by the revelation from the directors that the board of directors is significantly split on whether to go forward at this time with this merger due to a number of unresolved questions. 2. "Do you think it important to actively communicate the significant split on the board as I was not aware of such a large division (possibly 60/40) on the governing board?" The reply to this was "are we not doing this now - how should we do this?" On reflection from the informational meeting I attended yesterday and the various questions asked and answered, I would have to say that the board of directors should have "self-assessed" and concluded that they were not ready to move forward with bringing this to the members at this time. Clearly there are a number of unresolved concerns at the board level and a number of unanswered questions outstanding. Since it is my understanding from the presentation yesterday that this vote cannot be postponed until further clarification and agreements can be reached at the board level, then, if we are concerned about irrevocably changing our organization, we should vote this measure down at this time. A down vote would allow the board of directors the time necessary to become more united and more fully informed before bringing such a major change to the membership for approval. Comment following yesterday’s informational meeting at the Escondido Center for the Arts.
I appreciate the board of Directors in providing a forum for presenting two differing perspectives on the proposed merger. The moderated question and answer session was well done and at a pace that was about right. I raised a couple of questions during the session to which I received answers that I would like to post. Both of my questions were prompted by indications I got from other peoples’ prior questions and the respective answers they received;
1. “Are we then not voting blindly?” To which one of the directors replied, in my opinion “YES.”
My second question was prompted by the revelation from the directors that the board of directors is significantly split on whether to go forward at this time with this merger due to a number of unresolved questions.
2. “Do you think it important to actively communicate the significant split on the board as I was not aware of such a large division (possibly 60/40) on the governing board?” The reply to this was “are we not doing this now – how should we do this?”
On reflection from the informational meeting I attended yesterday and the various questions asked and answered, I would have to say that the board of directors should have “self-assessed” and concluded that they were not ready to move forward with bringing this to the members at this time. Clearly there are a number of unresolved concerns at the board level and a number of unanswered questions outstanding. Since it is my understanding from the presentation yesterday that this vote cannot be postponed until further clarification and agreements can be reached at the board level, then, if we are concerned about irrevocably changing our organization, we should vote this measure down at this time.
A down vote would allow the board of directors the time necessary to become more united and more fully informed before bringing such a major change to the membership for approval.

]]> Comment on Did Someone Say Merger? by Response to J Heers http://www.nsdcar.com/did-someone-say-merger/comment-page-1/#comment-1848 Response to J Heers Tue, 07 Feb 2012 21:45:44 +0000 http://www.nsdcar.com/#comment-1848 A great deal has changed since NSDCAR members voted against a merger with the San Diego Association in 2010. The two other associations involved in this merger proposal share a similar culture and philosophy to ours and are looking to combine their strengths and talents with ours as working partners, not as a take over. We respectfully disagree that the only direction for a “top drawer” organization can go is down. Even the best companies have room for improvement. Constantly striving to improve is what makes NSDCAR the top notch organization it is. We have devised a way for North County to retain its North County identity through the Division system. We can still refer to ourselves as the North San Diego County REALTORS®, just as those merging with us will be able to refer to themselves as the East County REALTORS® or the South County REALTORS®, but we will all benefit from the economies of scale that will result from consolidation. Our focus on member service and the friendly high quality service we provide will be maintained, and we will be able to enhance or add to the services we provide. A great deal has changed since NSDCAR members voted against a merger with the San Diego Association in 2010. The two other associations involved in this merger proposal share a similar culture and philosophy to ours and are looking to combine their strengths and talents with ours as working partners, not as a take over. We respectfully disagree that the only direction for a “top drawer” organization can go is down. Even the best companies have room for improvement. Constantly striving to improve is what makes NSDCAR the top notch organization it is.

We have devised a way for North County to retain its North County identity through the Division system. We can still refer to ourselves as the North San Diego County REALTORS®, just as those merging with us will be able to refer to themselves as the East County REALTORS® or the South County REALTORS®, but we will all benefit from the economies of scale that will result from consolidation. Our focus on member service and the friendly high quality service we provide will be maintained, and we will be able to enhance or add to the services we provide.

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