Accounting Policies (Policies) | 12 Months Ended |
Apr. 30, 2013 |
Accounting Policies (Policies): | ' |
Description of Business | ' |
Description of Business |
First Hartford Corporation was incorporated in Maine in 1909 and is engaged in the purchase, development, ownership, management and sale of real estate, all of which is considered a single segment. The Company has a second segment “Fee for Service” in which the Company is engaged as a preferred developer for CVS. (see Service Income to follow). |
Principles of Consolidation | ' |
Principles of Consolidation |
The accompanying consolidated financial statements include the accounts of First Hartford Corporation (the “Company”), its wholly-owned subsidiaries, and all other entities in which the Company has a controlling interest, including those where the Company has been determined to be a primary beneficiary of a variable interest entity or meets certain criteria as a sole general partner or managing member in accordance with the consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification. As such, included in the consolidated financial statements are the accounts of Rockland Place Apartments Limited Partnership and Clarendon Hill Somerville Limited Partnership. The Company’s ownership percentage in these variable interest entity partnerships is nominal. All intercompany balances and transactions have been eliminated in consolidation. |
Estimates | ' |
Estimates |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Financial Statement Presentation | ' |
Financial Statement Presentation |
Because the Company is engaged in the development and sale of real estate at various stages of construction, the operating cycle may extend beyond one year. Accordingly, following the usual practice of the real estate industry, the accompanying consolidated balance sheets are unclassified. |
Statements of Cash Flows | ' |
Statements of Cash Flows |
For purposes of the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Revenue Recognition | ' |
Revenue Recognition |
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Construction Revenue - The Company primarily develops real estate for its own use. However, revenues from projects built for third parties are recognized on the percentage-of-completion method of accounting based on costs incurred to date in relation to total actual costs and estimated costs to complete. Revisions in costs and profit estimates are reflected in operations during the accounting period in which the facts become known. The Company provides for estimated losses on contracts in the year such losses become known. Construction revenues were approximately $1,966,000 and $1,342,000 for the years ended April 30, 2013 and 2012. Such revenues are included in service income and relate primarily to a single contract which was completed prior to April 30, 2013. 27 |
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Sales of Real Estate – The Company recognizes sales of real estate as revenue upon the transfer of title and when substantially all performance requisites have been fulfilled. For the years ended April 30, 2013 and 2012, the Company had sales of approximately $ 2,385,000 and $1,560,000, respectively. The cost of the property sold was approximately $1,205,000 and $968,000 for 2013 and 2012, respectively. None of the property sold was otherwise providing cash flows to the Company. |
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Rental Income – Rental income is recognized on a straight-line basis over the terms of the respective leases and consists of base rent and reimbursements for certain costs such as real estate taxes, utilities, insurance, common maintenance and other recoverable costs as provided in the lease agreements. There are no contingent rents. If conditions of rent are not met, certain tenants may have rights to pay percentage rent not to exceed stated rent. Currently there is one tenant on percentage rent. |
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Service Income | ' |
Service Income |
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The Company is party to a Preferred Developer Agreement with CVS. Under this agreement, the Company’s fee for such services provided is recognized as earned when services are provided. Fees earned related to the development of pharmacy stores for CVS during the years ended April 30, 2013 and 2012 were approximately $4,822,000 and $4,220,000 respectively, which is included in service income in the consolidated statements of operations. These amounts include the fee on 21 and 19 stores respectively. |
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The Company also provides management and maintenance services to others. Fees for such services provided are recognized in service income as earned when services are provided. |
Other Receivables and Payables | ' |
Other Receivables and Payables |
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Pursuant to the Company’s Preferred Developer Agreement with CVS, the Company is obligated to fund allowable costs incurred in connection with the identification and development of new retail pharmacy stores for which it receives direct reimbursements from CVS. Payables for allowable costs incurred in connection with these activities but not yet funded were $6,832,366 and $6,102,292 as of April 30, 2013 and 2012 respectively, and have been included as “other payables” in the consolidated balance sheets. Related reimbursements due from CVS were $ 6,533,260 and $6,005,713 as of April 30, 2013 and 2012, respectively, and have been included in other receivables in the consolidated balance sheets. |
Cash and Cash Equivalents - Restricted | ' |
Cash and Cash Equivalents – Restricted |
Cash and cash equivalents – restricted, consist of funds received from CVS in connection with the Company’s Preferred Developer Agreement. Such amounts are to be used for the payment of costs incurred by the Company for the development and construction of CVS retail pharmacy stores. The restricted cash also contains Tenant Security Deposits held by the VIEs. |
Developed Properties, Equipment and Tenant Improvements | ' |
Developed Properties, Equipment and Tenant Improvements |
Developed properties, equipment and tenant improvements are recorded at cost. |
Depreciation and amortization are provided using the straight-line method based on the following estimated useful lives. |
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Description | Years | |
Developed properties | 15 – 40 | |
Equipment | 3 – 10 | |
Tenant improvements | Lesser of improvement life | |
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Expenditures for major renewals and betterments, which extend the useful lives of developed properties, equipment and tenant improvements, are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. |
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Property Under Construction | ' |
Property Under Construction |
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The Company capitalizes costs directly associated with property under construction. Such costs include materials, construction labor and payroll cost, allocation of salaries and payroll cost from direct activities such as engineering, purchasing and legal and services provided by subcontractors. Material carrying costs for property taxes, insurance and interest are also capitalized during the period of active construction until construction is substantially complete. |
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The Company capitalizes labor cost for direct work by offsite staff on specific projects. In the year ended April 30, 2013 approximately $139,000 was capitalized. For the year ended April 30, 2012 approximately $311,000 was capitalized. |
Deferred Expenses | ' |
Deferred Expenses |
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Expenditures directly related to real estate under consideration for development are deferred and included in deferred expenses in the consolidated balance sheets. These costs include option payments, attorney’s fees, architect and engineering fees, consultants, etc., but only to the extent they are from outside sources. If development of the real estate commences, all of the accumulated costs are reclassified to property under construction in the consolidated balance sheets. If the project is later abandoned, all of the accumulated costs are charged to expense. |
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Leasing costs incurred, primarily commissions, are capitalized for signed leases. Financing costs including legal fees and other costs relating to the acquisition of debt financing are deferred. Leasing and deferred financing costs are included in deferred expenses in the accompanying consolidated balance sheets. Such costs are amortized using the straight-line method over the terms of the related leases and debt, respectively. The unamortized balance of such cost was $2,720,341 and $2,885,032 as of April 30, 2013 and 2012, respectively. Amortization expense was $514,823 and $493,155 for the years ended April 30, 2013 and 2012, respectively. Amortization expense for the next five years is expected to be as follows: |
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Year Ending April 30 | | |
2014 | $413,486 | |
2015 | 330,250 | |
2016 | 245,602 | |
2017 | 236,184 | |
2018 | 205,721 | |
Thereafter | 1,289,098 | |
Total | $2,720,341 | |
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Investment in Affiliated Entities | ' |
Investment in Affiliated Entities |
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The Company has an investment in an affiliated limited liability entity Dover Parkade, LLC, (“Dover”). The Company has a 50% interest in “Dover” which owns a shopping center in Dover Township, NJ. The operating and financial policies of “Dover” are not controlled by the Company. For the years prior to May 1, 2009, the Company was committed to provide funding to this equity method investee. The Company’s investment was recorded at cost and subsequently adjusted for its share of their net income and losses and distributions. Since 2009, the Company has not increased its negative investment but has begun to record distributions to income. The resulting carrying value of this investment ($2,198,046) as of April 30, 2013 and ($2,453,918) as of April 30, 2012 is included in other liabilities. |
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On October 4, 2011, the Company entered into a partnership with a nonprofit entity which purchased a 99 year leasehold interest in a 200 unit subsidized housing project in Claymont, Delaware. The Company is a non-controlling .01% limited partner in the entity. The Company’s investment is carried at cost of $100. A subsidiary of the Company performed the construction renovations while another subsidiary of the Company is the managing agent. |
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The Company recorded equity in earnings of unconsolidated subsidiaries of $434,372 and $358,453 for the years ended April 30, 2013 and 2012, respectively. |
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Fair Value Measurements | ' |
Fair Value Measurements |
Certain assets and liabilities are presented at fair value on a recurring basis. In addition, fair values are disclosed for certain other assets and liabilities. In all cases, fair value is determined using valuation techniques based on a hierarchy of inputs. A summary of the hierarchy follows: |
• | Level 1– | Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities. |
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• | Level 2 – | Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant observable inputs are available, either directly or indirectly such as interest rates and yield curves that are observable at commonly quoted intervals; and |
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• | Level 3 – | Prices or valuations that require inputs that are unobservable. |
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In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. |
The Company’s financial instruments include cash and cash equivalents, accounts receivable, marketable securities, accounts payable, accrued expenses and debt. The fair values of accounts receivable, accounts payable and accrued expenses are estimated to approximate their carrying amounts because of their relative short-term nature. In general, the carrying amount of variable rate debt approximates its fair value. Further, the carrying amount of fixed rate debt approximates fair value debt since the interest rates on the debt approximates the Company’s current incremental borrowing rate. Information about the fair values of marketable securities and derivative liabilities is presented below. |
Marketable Securities – Level 1 |
The Company determines the appropriate classifications of its investments in marketable debt and equity securities at the time of purchase and re-evaluates such determinations at each balance sheet date. As of April 30, 2013 and 2012, investments consist of equity securities, which are classified as available for sale. Investments in marketable securities are stated at fair value. Fair value for marketable securities is based on the last sale of the period obtained from recognized stock exchanges (i.e. Level 1). Net unrealized holding gains and temporary losses on equity securities are included as a separate component of the deficiency. Net unrealized gains of $188,615 as of April 30, 2013 and loss of $30,874 as of April 30, 2012 are included in accumulated other comprehensive (loss) income. Gains or losses on securities sold are based on the specific identification method. |
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Derivative Instruments – Level 2 |
During fiscal year 2006, the Company entered into two separate floating-to-fixed interest rate swap agreements with a bank which expire in June 2015 and July 2031. The Company has determined that these derivative instruments do not meet the requirements of hedge accounting and have therefore recorded the change in fair value of these derivative instruments through income in the consolidated statement of operations. The gain (loss) on derivatives incurred during the years ended April 30, 2013 and 2012 totaled $356,662 and (1,333,944), respectively, and the Company has recorded a liability of $3,656,380 and $4,013,042 in the consolidated balance sheets, which represents the fair value of the interest rate swaps as of April 30, 2013 and 2012, respectively. |
Long-Lived Assets | ' |
Long-Lived Assets |
Long-lived assets held and used in operations are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount might not be recovered. There we no impairments for any period presented. |
The Company presents operations related to developed properties that have been sold or developed properties that are intended to be sold as discontinued operations. Developed properties intended to be sold are designated as “held for sale” on the consolidated balance sheets. No developed properties were sold during the years ended April 30, 2013 or 2012 and none are designated as held for sale at year end. |
Income Taxes | ' |
Income Taxes |
Deferred income taxes are provided on the differences between the financial statement and income tax bases of assets and liabilities and on net operating loss carryforwards using the enacted tax rates. |
A valuation allowance is provided for deferred income tax assets for which realization is not likely in the near term. |
As of April 30, 2013 and 2012, the Company has no significant uncertain income tax positions. The Company recognizes interest and penalties on any uncertain income tax positions as a component of income tax expense. |
The State of Massachusetts recently concluded an audit for the years ended April 30, 2008 and 2009. In addition, the Internal Revenue Service conducted an audit for the year ended April 30, 2010. The Company received a notice from the Internal Revenue Service dated November 29, 2012 that the Service has completed its examination of the Company’s Federal income tax return for the period ended April 30, 2010. The examination resulted in no change in reported tax. The determination does not include any partnerships in which the Company has an interest. Otherwise, tax returns for fiscal years after 2010 are open to examination by Federal, local and state authorities. |
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The Company follows FASB ASC 740-10 which clarifies the accounting for uncertainty in income taxes recognized in financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. After review of the Company’s tax positions, no liabilities were recorded for unrecognized tax benefits as of April 30, 2013 or 2012. |
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The Company recognizes interest accrued related to unrecognized tax benefits, if any, in interest expense and penalties in operating expense. During the years ended April 30, 2013 and 2012, the Company did not recognize any interest or penalties related to unrecognized tax benefits |
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Stock Compensation | ' |
Stock Compensation |
Share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). |
Earnings Per Share | ' |
Earnings (loss) per share (EPS) |
Basic earnings (loss) per share amounts are determined using the weighted-average outstanding common shares for the year. Diluted earnings (loss) per share amounts include the weighted-average outstanding common shares as well as potentially dilutive common stock options and warrants using the “treasury stock” method. For the year ended April 30, 2013, the effect for the dilutive options outstanding was 102,941 shares. For the year ended April 30, 2012, all outstanding options and warrants were anti-dilutive and were excluded from the dilutive earnings (loss) per share calculations for that year since the Company had a net loss. |
New Accounting Pronouncements | ' |
New Accounting Pronouncements |
In February 2013, the FASB issued ASU No. 2013-02 “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” requiring new disclosures for items reclassified out of accumulated other comprehensive income (“AOCI”), including (1) changes in AOCI balances by component and (2) significant items reclassified out of AOCI. The guidance does not amend any existing reporting requirements for reporting net income or other comprehensive income in the financial statements. The standards update is effective for reporting periods beginning after December 15, 2012, to be applied prospectively. As this guidance only requires expanded disclosures, the adoption of this guidance will not have a significant impact on the Company’s consolidated financial position, results of operations, or cash flows. |