Finding 50026 (2022-001)

Material Weakness
Requirement
P
Questioned Costs
-
Year
2022
Accepted
2023-07-30

AI Summary

  • Core Issue: The organization merged operations without HUD's prior written consent, violating ownership transfer rules.
  • Impacted Requirements: The merger was executed before receiving HUD approval, breaching the Regulatory Agreement.
  • Recommended Follow-up: Management should actively seek HUD's approval for the RAD conversion and the merger consent.

Finding Text

2022-001 Criteria: Owners shall not, without the prior written consent of HUD, convey, assign, transfer, dispose of, or encumber any of the mortgaged property or permit the conveyance, transfer, or encumbrance of such property. Condition: In connection with applying for the conversion of assistance under the Rental Assistance Demonstration (RAD), the Organization filed a certificate of merger on March 14, 2022 with the Ohio Secretary of State to effectively merge the operations of Alexia Manor Housing Corporation (owner of the Project) with another not-for-profit entity controlled by the same Board of Trustees. HUD has not issued an approval of the transfer of physical assets in connection with the RAD transaction. Questioned Costs: None Cause: In anticipation of a RAD for PRAC conversion of the existing PRAC contract, the Board of Trustees approved a plan to begin the process with HUD. The certificate of merger was filed prior to securing consent from HUD. Effect: The Project was not in full compliance with its Regulatory Agreement regarding unauthorized change in ownership. Recommendation: Management should continue to work with HUD to obtain an approval of the RAD conversion and written consent of the merger of operations of Alexia Manor Corporation with Lourexis, Inc.

Corrective Action Plan

2022-001 (a) Comments on Findings and Recommendations Corporation concurs with the finding and auditors? recommendation to enhance internal controls to ensure compliance with the HUD Regulatory Agreement. (b) Action(s) Taken or Planned Corporation is cognizant of the HUD requirements related to the change in ownership. The filing of the certificate of merger with the Ohio Secretary of State triggering unauthorized change in ownership was an integral step in the conversion of the entity?s HUD funding, as described below. As HUD is aware, Alexia Manor Housing Corporation (?Alexia Manor?, HUD project name ?Lourexis II?) is in the process of applying for the conversion of assistance under the Rental Assistance Demonstration (RAD) pursuant to PIH Notice 2012-32. Alexia is a sister entity to Lourexis, Inc. (?Lourexis?) and both are federal tax-exempt entities with the same sponsor and common boards and management. An element of the overall RAD conversion plan is the merging of Alexia Manor into Lourexis, which has already taken place and is recognized as an appropriate step in the process per our legal counsel?s January 25, 2023 discussion with Vicky Longosz in HUD?s Washington, D.C. Office of General Counsel. HUD?s Asset Resolution Office was notified of same in a telephone conversation with Corporation?s legal counsel on April 19, 2023. Corporation is working with legal counsel to prepare the documents necessary for the RAD conversion and obtaining HUD consent for transfer of property.

Categories

HUD Housing Programs

Other Findings in this Audit

  • 626468 2022-001
    Material Weakness

Programs in Audit

ALN Program Name Expenditures
14.181 Supportive Housing for Persons with Disabilities $3.23M
14.181 Project Rental Assistance Contract $285,196