Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
American Baptist Properties Inc
Employer identification number
31-1558961
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
No
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
(1)
American Baptist Homes of the West
941225374
Public charity
Yes
Yes
Yes
0
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2011.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2010.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2010.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2011
Additional Data
Software ID:
11000144
Software Version:
2011v1.5
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
American Baptist Properties Inc
Employer identification number
31-1558961
Identifier
Return Reference
Explanation
General Comments
On December 12, 2011, ABHOW approved an advance of $3,000,000 to ABP to be used for the purchase, at a substantial discount, of the Sovereign Bank $5,600,000 Las Ventanas construction loan with the remaining proceeds to be used for a partial loan pay down on ABP's obligations. ABP secured Sovereign's rights in the Las Ventanas construction loan on December 16, 2011, and was secured by entrance fees on the remaining apartments that have never been sold as well as a portion of operating cash flows on the attainment of certain occupancy thresholds. ABP, as owner of the construction loan, also assumed rights under the Las Ventanas intercreditor agreement and other security documents.On June 22, 2012, Las Ventanas, its bondholders, ABHOW as manager, and ABP as construction loan and ground lease holder, executed a letter of agreement for the restructuring of Las Ventanas' debt and lease obligations. On September 12, 2012, the restructuring was finalized, which involved the exchanging of existing bonded indebtedness for three new series of tax-exempt bonds. ABP contributed $2,000,000, which was used to pay down accrued interest on the Las Ventanas Series 2004 bonds, in exchange for an equivalent interest in the newly issued Las Ventanas Series A-2 and Series B-2 bonds. ABP released its interest in the ground lease and construction loan in exchange for additional interests in the Las Ventanas Series A-2, Series B-2, and Series C-2 bonds. The bonds received by ABP are at parity with the Las Ventanas Series A-1, Series B-1, and Series C-1 bonds issued to bondholders in terms of collateral and principal, but have lower interest rates for an initial period of time and no voting rights.As part of the restructuring, all but $2,000,000 of outstanding accrued bonds interest and all construction loan interest was forgiven, along with all outstanding accrued management fees and the $5,000,000 contingent liability due to ABP. Further, in connection with the restructuring, ABP terminated the existing ground lease and transferred ownership of the land to LVRC.In conjunction with the restructuring, ABP transferred $500,000 to Las Ventanas, which was deposited with the trustee in an escrow account and will be utilized to support the voluntary reduction and restructuring of resident entry fee rebate liabilities. In exchange, ABP received $500,000 in Las Ventanas Series B-3 bonds. Finally, ABP, with liquidity support from ABHOW, provided an unfunded $2,000,000 debt service support agreement for the Las Ventanas Series A-1 bonds, with any resulting funded amounts triggering the issuance to ABP of an equal amount of Las Ventanas Series B-4 bonds, comparable in structure to the Las Ventanas Series B-3 bonds.As a result of the aforementioned restructuring, ABP received $16,414,000 (par value) of LVRC bonds, classified as investments in Las Ventanas bonds in the consolidated balance sheets. The restructuring and subsequent revaluation of the investments as of September 12, 2012, resulted in an unrealized loss on investment in Las Ventanas bonds of $5,634,000, in the consolidated statements of operations and changes in net assets.
Form 990, Part VI, Line 19
Form 990, Part VI, Line 19: Other Organization Documents Publicly Available
The governing documents and financial statements are available for inspection upon request.
Form 990, Part VI, Line 15b
Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees
Compensation of the President and CFO of American Baptist Homes of the West (source of "related organization" compensation in Part VII) is reviewed annually for market competitiveness and intermediate sanctions compliance by a compensation committee of the ABHOW board. Compensation of other officers and key employees is reviewed by the CEO with disclosure to the compensation committee of the ABHOW board. The ABHOW board members and CEO are independent with respect to the individuals whose compensation is being reviewed. The ABHOW board and President rely upon wage and salary studies and/or regular review by a compensation consultant to provide comparable salary data for their consideration. Decisions regarding compensation are documented on a contemporaneous basis.
Form 990, Part VI, Line 12c
Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts
Every year, ABHOW and ABP Directors and Officers are asked to complete a Conflict of Interest disclosure along with a Statement of Commitment. These documents are aimed at informing ABHOW and its affiliated entities of any conflicts that that should be revealed.Duty to Disclose. In connection with any actual or possible conflict of interest, directors and officers must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing Board delegated powers considering the proposed transaction or arrangement. Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. Procedures for Addressing the Conflict of Interest a. An Interested Person may make a presentation at the governing Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. b. The chair of the governing Board or committee shall, if appropriate, appoint a disinterested Person or committee to investigate alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the Board or committee shall determine whether ABP can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. d. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in ABP's best interest and for its own benefit and whether it is fair and reasonable to ABP and shall make its decision as the whether to enter into the transaction or arrangement in conformity with such determination.4. Violations of the Conflicts of Interest Policy a. If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Form 990, Part VI, Line 11
Form 990, Part VI, Line 11: Form 990 Review Process
The Form 990 is reviewed by the CFO and furnished to the Board of Directors prior to filing.
Form 990, Part VI, Line 7b
Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders
The following transactions require approval by the members:a) Merger, consolidation or dissolution of the corporation;b) Amendment, repeal, or restatement of the Articles of Incorporation or Bylaws;c) Aggregate borrowing for any purpose in excess of $1,000,000;d) Purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge, encumbrance or mortgage of any real property, and of any personal property with a value in excess of $1,000,000.
Form 990, Part VI, Line 7a
Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body
American Baptist Homes of the West, a California nonprofit public benefit corporation exempt under IRC section 501(c)(3) is the sole member of American Baptist Properties.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.