ASDS
They have audited financials on their website ascendantsolutions.com
Below are some notes regarding their equity investment. It was written down by $4 million previously in 2012. It has been paying them dividends.
MC
6. CRESA Partners of Orange County, L.P. Effective May 1, 2004, the Company acquired through ASDS all of the issued and outstanding stock of CPOC, pursuant to a Stock Purchase Agreement dated March 23, 2004, between the sole stockholder and Chairman of CPOC (the “Seller”), and ASDS for $6.9 million, plus closing costs. CPOC is located in Newport Beach, California, and provides performance based corporate real estate advisory services to corporate clients around the United States, such as tenant representation services to commercial and industrial users of real estate.
The acquisition of CPOC Assets in 2004 were accounted for using the purchase method of accounting, and the purchase prices were allocated as to identifiable assets, including intangible assets, and liabilities at their fair market value at the date of acquisition. Pursuant to the partnership agreement, upon the payoff of the original acquisition debt by CPOC, which was paid in full on August 31, 2010, the Company’s residual interest in CPOC became 10% and the principles of consolidation for financial reporting purposes were no longer satisfied. As of August 31, 2010, the Company deconsolidated the results of operations of CPOC and recognized the Company’s remaining investment in CPOC at estimated fair value. The continuing investment is accounted for on the cost method of accounting as the Company does not have significant influence over CPOC. Distributions of $224,000 and $43,000 were recognized as dividend income during the years ended December 31, 2013 and 2012, respectively. Upon a liquidating event of CPOC under the terms of the partnership agreement, the Company would receive an amount up to its Capital Account Balance as defined in the partnership agreement which totals $9,426,000 at December 31, 2013 and 2012 and share in any excess after all capital account balances are paid to all partners at 10%.
The carrying value of the investment in CPOC is $5,106,000. The investment is accounted for under the cost method of accounting and is reviewed for impairment when evidence suggests that the Company’s investment in CPOC is impaired. The investment would be written down to fair value if declines in estimated fair value of the investment were determined to be other than temporary. As of December 31, 2013, there is no evidence or indication of impairment of the investment in CPOC.
More details on this from 2012 Annual statements
2. Prior Period Adjustments
The accumulated deficit at January 1, 2012 has been restated. The restatement includes an increase to the accumulated deficit totaling $4,320,000 for an adjustment to the estimated fair value of CRESA Partners of Orange County, L.P. (“CPOC”) upon deconsolidation as further described in Note 7 and a decrease totaling $122,000 to the accumulated deficit for expenses accrued prior to the services being performed that had been improperly accrued. Prior to January 1, 2011, the investment in CPOC was accounted for using the equity method of accounting.
The fair value of CPOC of $5,106,000 at deconsolidation was determined by management factoring in estimated values and related probabilities based on various potential outcomes, including the sale of the CPOC business, holding the 10% ownership interest indefinitely in the business and a combination of holding the 10% interest with a subsequent sale event. A significant factor in estimating the fair value of the Company’s investment in CPOC at deconsolidation is the Company’s liquidation preference of an amount up to its Capital Account Balance as defined in the CPOC partnership agreement which totaled $9,426,000 at deconsolidation. Accordingly, realizing this investment amount is largely predicated on the ultimate liquidation of the business and receipt of the liquidation preference. The fair value of the Company’s investment in CPOC recorded at deconsolidation is a significant estimate and subject to change in the near future. The method of accounting has been changed to the cost method with this restatement as the Company determined that they no longer have significant influence over CPOC. The change in accounting method resulted in an immaterial impact to the accumulated deficit.
The adjustments described in this restatement increased the previously reported 2011 accumulated deficit by $4,198,000.
7. CRESA Partners of Orange County, L.P.
Effective May 1, 2004, the Company acquired through ASDS all of the issued and outstanding stock of CPOC, pursuant to a Stock Purchase Agreement dated March 23, 2004, between the sole stockholder and Chairman of CPOC (the “Seller”), and ASDS for $6.9 million, plus closing costs. CPOC is located in Newport Beach, California and provides performance based corporate real estate advisory services to corporate clients around the United States, such as tenant representation services to commercial and industrial users of real estate.
The acquisition of CPOC Assets in 2004 were accounted for using the purchase method of accounting, and the purchase prices were allocated as to identifiable assets, including intangible assets, and liabilities at their fair market value at the date of acquisition.
Pursuant to the partnership agreement, upon the payoff of the original acquisition debt by CPOC, which was paid in full on August 31, 2010, the Company’s residual interest in CPOC became 10% and the principles of consolidation for financial reporting purposes were no longer satisfied. As of August 31, 2010, the Company deconsolidated the results of operations of CPOC and recognized the Company’s remaining investment in CPOC at estimated fair value as further described in Note 2. The continuing investment is accounted for on the cost method of accounting as the Company does not have significant influence over CPOC. Distributions of $43,000 were recognized as dividend income during the year ended December 31, 2012. Upon a liquidating event of CPOC under the terms of the partnership agreement, the Company would receive an amount up to its Capital Account Balance as defined in the partnership agreement which totals $9,426,000 at December3 1, 2012 and share in any excess after all capital account balances are paid to all partners at 10%.
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