TY 2012 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 09-01-2012 , 2012, and ending 08-31-2013

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
DOWNTOWN WOMEN'S CENTER INC

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
409 SOUTH MONROE

Room/suite

City or town, state or country, and ZIP + 4
AMARILLO, TX79101

D Employer identification number

20-0296282

E Telephone number

G Gross receipts $ 3,228,734

F Name and address of principal officer:
DIANN GILMORE
409 SOUTH MONROE
AMARILLO,TX79101

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

WWW.DWCENTER.ORG

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 2003

M State of legal domicile: TX

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: DOWNTOWN WOMEN'S CENTER'S (DWC) MISSION IS TO PROVIDE HOUSING AND SERVICES TO OVERCOME HOMELESSNESS AND ADDICTION. ALCOHOL AND SUBSTANCE ABUSE IS THE PRINCIPAL REASON FOR HOMELESSNESS IN AMERICA. DWC'S TWO SHELTERS FOR HOMELESS WOMEN, ABBA HOUSE (MAY SERVE UP TO SIX CHILDREN) AND HAVEN HOUSE, PROVIDE LONG-TERM HOUSING FOR HOMELESS WOMEN WHO ARE COMMITTED TO A RECOVERY PROGRAM. OUR TRANSITIONAL HOUSING PROGRAM IS A TWO-YEAR PROGRAM FOR HOMELESS FAMILIES. DWC PROVIDES THE CASE MANAGEMENT WHILE THE CITY OF AMARILLO PROVIDES SUBSIDIZED RENTAL ASSISTANCE. DWC'S FOUR RETAIL STORES PROVIDE JOBS AND JOB TRAINING TO THE PEOPLE IN OUR PROGRAMS AS WELL AS OTHER HOMELESS, ELDERLY, LOW-INCOME AND MENTALLY/PHYSICALLY DISABLED PERSONS. DWC'S STORES HAVE GIVEN AWAY OVER 400,000 IN MERCHANDISE TO PEOPLE IN NEED SINCE NOVEMBER 2003. ALL OF DWC'S PROGRAMS SUPPORT THE MISSION STATEMENT.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	15
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	15
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	82
6	Total number of volunteers (estimate if necessary) .............	6	92
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	720,577	1,961,741
9	Program service revenue (Part VIII, line 2g) .........	22,550	21,462
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	877	-1,171
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	933,509	287,058
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	1,677,513	2,269,090
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	59,919	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	978,610	1,156,099
16a	Professional fundraising fees (Part IX, column (A), line 11e).....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 87,843
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	546,602	560,527
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	1,585,131	1,716,626
19	Revenue less expenses. Subtract line 18 from line 12.......	92,382	552,464
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	2,033,940	2,717,001
21	Total liabilities (Part X, line 26).............	38,127	168,725
22	Net assets or fund balances. Subtract line 21 from line 20.....	1,995,813	2,548,276

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III ...............

Briefly describe the organization’s mission: DOWNTOWN WOMEN'S CENTER'S (DWC) MISSION IS TO PROVIDE HOUSING AND SERVICES TO OVERCOME HOMELESSNESS AND ADDICTION. ALCOHOL AND SUBSTANCE ABUSE IS THE PRINCIPAL REASON FOR HOMELESSNESS IN AMERICA. DWC'S TWO SHELTERS FOR HOMELESS WOMEN, ABBA HOUSE (MAY SERVE UP TO SIX CHILDREN) AND HAVEN HOUSE, PROVIDE LONG-TERM HOUSING FOR HOMELESS WOMEN WHO ARE COMMITTED TO A RECOVERY PROGRAM. OUR TRANSITIONAL HOUSING PROGRAM IS A TWO-YEAR PROGRAM FOR HOMELESS FAMILIES. DWC PROVIDES THE CASE MANAGEMENT WHILE THE CITY OF AMARILLO PROVIDES SUBSIDIZED RENTAL ASSISTANCE. DWC'S FOUR RETAIL STORES PROVIDE JOBS AND JOB TRAINING TO THE PEOPLE IN OUR PROGRAMS AS WELL AS OTHER HOMELESS, ELDERLY, LOW-INCOME AND MENTALLY/PHYSICALLY DISABLED PERSONS. DWC'S STORES HAVE GIVEN AWAY OVER 400,000 IN MERCHANDISE TO PEOPLE IN NEED SINCE NOVEMBER 2003. ALL OF DWC'S PROGRAMS SUPPORT THE MISSION STATEMENT.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 263,132 including grants of $ ) (Revenue $ 21,462 )
	RECOVERY HOMES ABBA HOUSE WAS DWC'S FIRST PROGRAM. IT WAS OPENED UNDER THE DIRECTION OF SISTER MARY VIRGINIA CLARK IN 1989. ABBA HOUSE IS A LARGE, TWO STORY BUILDING WITH 10 PRIVATE, EFFICIENCY APARTMENTS WHERE WOMEN IN RECOVERY FROM ADDICTION AND THEIR CHILDREN MAY LIVE FOR UP TO TWO YEARS. DWC SERVED 12 WOMEN AND 3 CHILDREN AT ABBA HOUSE DURING 2011-2012. THESE WOMEN USUALLY HAVE 6 MONTHS SOBRIETY BEFORE ENTERING ABBA HOUSE FROM OUR OTHER SHELTER, HAVEN HOUSE. OF THE WOMEN COMPLETING OUR PROGRAM (GRADUATING), 81% ARE STILL CLEAN AND SOBER 5 YEARS LATER. EIGHT WOMEN GRADUATED IN MAY 2013. ALL RESIDENTS WERE MOVED OUT OF ABBA HOUSE IN MAY 2012 FOR RENOVATIONS. THIS HAS RESULTED IN A LOWER NUMBER OF WOMEN BEING SERVED DURING THIS FISCAL YEAR. FUNDING FOR THIS PROGRAM COMES FROM DONATIONS, SPECIAL EVENTS, GRANTS, AND SALES FROM OUR RETAIL STORES. HAVEN HOUSE (PART OF FIRST ACCOMPLISHMENT) WOMEN'S ALCOHOL AND DRUG RECOVERY CENTER CEASED TO EXIST IN 2007. THEY DONATED THEIR FACILITY, HAVEN HOUSE, TO DWC. HAVEN HOUSE IS THE ENTRY LEVEL FOR HOMELESS WOMEN IN DWC'S RECOVERY PROGRAM. HAVEN HOUSE HAS BEDS FOR 17 WOMEN WHO ARE USUALLY NEW IN THE ALCOHOL OR SUBSTANCE ABUSE RECOVERY. MANY ENTER HAVEN HOUSE FROM THE STREETS WITH LESS THAN 24 HOURS OF SOBRIETY. MOST OF THE WOMEN HAVE LOST EVERYTHING, INCLUDING THEIR CHILDREN, BY THE TIME THEY ENTER HAVEN HOUSE. THIS FACILITY HAS FOUR LARGE DORMS WITH 4 WOMEN LIVING IN 3 OF THE DORMS AND 5 LIVING IN THE LARGEST DORM. CHILDREN ARE NOT ABLE TO RESIDE WITH THEIR MOTHERS IN THIS FACILITY. THERE IS ALSO A COMMERCIAL KITCHEN, DINING AREA, AND TWO LIVING AREAS IN THE FACILITY. HAVEN HOUSE WAS RENOVATED IN 2008, MAKING THIS A VERY WARM AND WELCOMING HOME FOR THE WOMEN IN THE PROGRAM. 73 WOMEN WERE SERVED AT HAVEN HOUSE DURING THE 2011-12 FISCAL YEAR. A LICENSED CHEMICAL DEPENDENCY COUNSELOR (LCDC) SUPERVISES THE FACILITY AND HOLDS THE WOMEN ACCOUNTABLE FOR THEIR ACTIONS. HAVEN HOUSE IS A RECOVERY HOME AND NOT A LICENSED TREATMENT FACILITY. FUNDING SUPPORT COMES FROM DONATIONS, GRANTS, SPECIAL EVENTS, AND SALES FROM OUR RETAIL STORES.

4b	(Code: ) (Expenses $ 68,763 including grants of $ ) (Revenue $ )
	TRANSITIONAL HOUSING THE TRANSITIONAL HOUSING PROGRAM BEGAN AT DWC IN MARCH 2004. DWC CONTRACTED WITH THE CITY OF AMARILLO TO PROVIDE INTENSIVE CASE MANAGEMENT ALONG WITH SUPPORTIVE SERVICES WHILE THE CITY PROVIDES RENTAL ASSISTANCE. THIS PROGRAM IS PARTIALLY FUNDED BY A CONTINUUM OF CARE SUPER NOFA FEDERAL GRANT WITH DWC PROVIDING THE REMAINING FUNDING THROUGH DONATIONS, SPECIAL EVENTS, GRANTS, AND SALES FROM OUR RETAIL STORES. THIS IS A TWO-YEAR PROGRAM WITH FAMILIES LIVING IN HOUSING LOCATED THROUGHOUT AMARILLO. UPON COMPLETION OF THE PROGRAM, GRADUATES QUALIFY FOR SECTION 8 (HUD) HOUSING. AT THE END OF THE 2012-13 FISCAL YEAR, DWC'S TRANSITIONAL HOUSING PROGRAM HAD 39 FAMILIES ENROLLED, WHICH INCLUDED 101 INDIVIDUALS, 56 OF WHO WERE CHILDREN. DWC GRADUATED 5 FAMILIES FROM THE TRANSITIONAL HOUSING PROGRAM IN 2012-2013.

4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












	(Code: ) (Expenses $ 1,095,009 including grants of $ ) (Revenue $ 1,064,566 )
	EXEMPT ACHIEVEMENT IN NOVEMBER 2003, DWC OPENED ITS FIRST RETAIL STORE, THRIFT CITY. THRIFT CITY IS A THRIFT STORE STOCKED SOLELY FROM DONATIONS. THE ORIGINAL STORE HAD CLOTHING, SHOES, HOUSEHOLD ITEMS, FURNITURE, APPLIANCES, BOOKS, ETC. DUE TO THE HUGE SUCCESS OF THE BUSINESS, DWC COLLABORATED WITH CAL FARLEY'S BOYS RANCH TO OPEN THRIFT CITY 2 ON FEBRUARY 14, 2006 FOR THE SALES OF FURNITURE AND APPLIANCES. IN FEBRUARY 2008, DWC OPENED ITS THIRD RETAIL STORE, THE UPTOWN SHOPPE. THE UPTOWN SHOPPE IS AN UPSCALE STORE WITH ANTIQUES, SILVER, CRYSTAL, AND GENTLY WORN NAME-BRAND CLOTHING. IN MAY 2010, DWC OPENED ITS FOURTH STORE, NAMED THRIFT CITY 3. DWC RETAIL STORES PROVIDE JOBS TO 55 HOMELESS, ELDERLY, PHYSICALLY AND/OR MENTALLY DISABLED, LOW-INCOME PERSONS. THE MAJORITY OF THESE PERSONS ARE CONSIDERED 'UNEMPLOYABLE.' JOBS INCLUDE SORTING DONATIONS, CASHIERING, HANGING CLOTHING, DISPLAYING MERCHANDISE, DRIVING/WORKING ON OUR TRUCKS, MAINTENANCE/JANITORIAL, ETC. SINCE OUR FIRST STORE OPENED ON NOVEMBER 1, 2003, DWC RETAIL STORES HAVE GIVEN AWAY OVER 400,000 IN MERCHANDISE (THRIFT STORE PRICES) TO THOSE IN NEED IN OUR COMMUNITY THROUGH REFERRALS FROM OVER 60 AGENCIES AND CHURCHES. THE FOUR RETAIL STORES HAVE FINANCIALLY CONTRIBUTED TO FUNDING ALL OF THE ADMINISTRATIVE COSTS OF DWC. ALL MONEY COLLECTED BY INDIVIDUAL/CORPORATE DONATIONS, SPECIAL EVENTS, AND GRANTS GOES TO THE SUPPORT OF DWC PROGRAMS. MOST OF THE WOMEN LIVING IN ABBA HOUSE OR HAVEN HOUSE HAVE HEALTH PROBLEMS, CRIMINAL BACKGROUNDS, AND LOW SELF-ESTEEM. MOST HAVE LIMITED JOB EXPERIENCE AND DO NOT KNOW HOW TO MANAGE MONEY. THROUGH JOB TRAINING PROGRAMS AT OUR RETAIL STORES, MANY OF THESE WOMEN BEGIN TO LIVE AS PRODUCTIVE CITIZENS FOR THE FIRST TIME IN THEIR LIVES. THEY MUST REMAIN CLEAN AND SOBER AS DRUG TESTING IS DONE PERIODICALLY. THE TRAINING THEY RECEIVE WHILE IN OUR PROGRAM ALLOWS THEM TO EVENTUALLY MOVE ON TO FULL-TIME JOBS IN THE COMMUNITY. WE ENCOURAGE OUR WOMEN TO GO TO COLLEGE OR VOCATIONAL SCHOOL SO THEY CAN OBTAIN CAREERS. IN MAY 2010, DWC OPENED ITS FOURTH STORE, NAMED THRIFT CITY 3.FOR SALE OF HOLIDAY OBJECTS, TOYS, CRAFTS AND HADICAP ITEMS. DWC RETAIL STORES PROVIDE JOBS TO 55 HOMELESS, ELDERLY, PHYSICALLY AND/OR MENTALLY DISABLED, LOW-INCOME PERSONS. THE MAJORITY OF THESE PERSONS ARE CONSIDERED 'UNEMPLOYABLE.' JOBS INCLUDE SORTING DONATIONS, CASHIERING, HANGING CLOTHING, DISPLAYING MERCHANDISE, WORKING ON OUR TRUCKS, MAINTENANCE/JANITORIAL, ETC. DWC PROVIDED EMERGENCY ASSISTANCE TO PEOPLE IN NEED FROM OUR COMMUNITY AS MONETARY AND IN-KIND DONATIONS TO DWC ALLOWED. WE HELPED APROXIMATELY 840 PEOPLE THAT WALKED THROUGH OUR DOORS BUT WERE NOT CLIENTS IN ANY OF DWC'S PROGRAMS OR THAT WERE REFERRED TO US BY ANOTHER AGENCY OR CHURCH. EACH OF THESE INDIVIDUALS VISITED WITH A CASE MANAGER WHO OFFERED SOCIAL SERVICES, COUNSELING AND/OR ASSISTANCE IN ONE OR MORE OF THE FOLLOWING AREAS:REFERRALS FOR JOB OPPORTUNITIES; FOOD AND PERSONAL HYGIENE ITEMS FROM DWC'S PANTRIES; REFERRALS OR FINANCIAL ASSISTANCE WITH DENTAL CARE, UTILITIES, RENT, GASOLINE, PICTURE ID'S, AND MORE. THROUGH OUR RETAIL STORES (THRIFT CITY AND THRIFT CITY 2), DWC GAVE AWAY CLOTHING, KITCHENWARE, LINENS, FURNITURE, AND APPLIANCES. THE THRIFT STORE VALUE FOR THESE DONATED ITEMS TOTALED 36,035 TO 1036 PEOPLE IN NEED. OVER 60 AREA AGENCIES AND CHURCHES REFER PEOPLE TO OUR RETAIL STORES. DWC REQUIRES REFERRALS BE WRITTEN ON AGENCY/CHURCH LETTERHEAD AND THAT THE CLIENT IS CURRENTLY RECEIVING CASE MANAGEMENT THROUGH THE AGENCY/CHURCH.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 1,095,009 including grants of $ ) (Revenue $ 1,064,566 )
4e	Total program service expenses1,426,904

Form 990 (2012)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A Click to see attachment

........................

Yes

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment

...

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part III............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I Click to see attachment

........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IV Click to see attachment

..............

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

......

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI. Click to see attachment

...................

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII Click to see attachment

.......

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII Click to see attachment

.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX Click to see attachment

............

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X Click to see attachment

.........................

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII Click to see attachment

.................

12a

Yes

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions).... Click to see attachment

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............ Click to see attachment

Yes

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III................... Click to see attachment

20a

Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2012)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II...

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........

Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J.......................

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I...................

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II..........................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III.........

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ..........................

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV.....................

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV...

28c

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M.. Click to see attachment

Yes

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............. Click to see attachment

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

Yes

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

35b

Yes

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2............. Click to see attachment

Yes

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2012)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V ...............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2012)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI ...............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

JACK HILTON409 SOUTH MONROEAMARILLOTX79101 (806) 372-3625

Form 990 (2012)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII ...............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) DEACON FLOYD ASHLEY........................................................................ DIRECTOR	1.00 .......................	X		0	0	0
(2) ALICE JACKSON........................................................................ DIRECTOR	1.00 .......................	X		0	0	0
(3) DENISE KOETTING........................................................................ DIRECTOR	1.00 .......................	X		0	0	0
(4) DENNIS FALK........................................................................ TREASURER	1.00 .......................	X	X	0	0	0
(5) CHARLIE HENNESSEY DDS........................................................................ DIRECTOR	1.00 .......................	X		0	0	0
(6) LINDBERG HEZEKIAH........................................................................ PRESIDENT	1.00 .......................	X	X	0	0	0
(7) KELI LANDERS........................................................................ DIRECTOR	1.00 .......................	X		0	0	0
(8) EULIS NELSON........................................................................ DIRECTOR	1.00 .......................	X		0	0	0
(9) MARY SCHOOLER........................................................................ DIRECTOR	1.00 .......................	X		0	0	0
(10) MUFF LONDON........................................................................ DIRECTOR	1.00 .......................	X		0	0	0
(11) CHRIS WRAMPELMEIER........................................................................ SECRETARY	1.00 .......................	X	X	0	0	0
(12) LANCE GARCIA........................................................................ DIRECTOR	1.00 .......................	X		0	0	0
(13) LARRY GRAY........................................................................ VICE-PRESIDE	1.00 .......................	X	X	0	0	0
(14) JOE WATKINS........................................................................ DIRECTOR	1.00 .......................	X		0	0	0
(15) ABE LOPEZ........................................................................ DIRECTOR	1.00 .......................	X		0	0	0
(16) DIANN GILMORE........................................................................ EXECUTIVE DI	50.00 .......................		X	54,000	0	7,723
(17) JACK HILTON........................................................................ BUSINESS MAN	40.00 .......................		X	49,808	0	0

Form 990 (2012)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)						(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	103,808	7,723

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation





2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response to any question in this Part VIII ..............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e		352,690

f	All other contributions, gifts, grants, and similar amounts not included above1f		1,609,051

g	Noncash contributions included in lines 1a-1f:$		1,094,958
h	Total. Add lines 1a-1f.......			1,961,741
			Business Code
2a	RECOVERY HOMES		531110	21,462	21,462
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			21,462
3	Investment income (including dividends, interest, and other similar amounts).......			111			111
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses		1,282
c	Gain or (loss)		-1,282
d	Net gain or (loss)..........			-1,282	-1,282
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a		125,892
b	Less: direct expenses ...b		25,049
c	Net income or (loss) from fundraising events..			100,843
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a		1,094,362
b	Less: cost of goods sold ..b		933,313
c	Net income or (loss) from sales of inventory..			161,049			161,049
Miscellaneous Revenue			Business Code
11a	MANAGEMENT FEES FROM NWTH		531310	69,920	69,920
b	NWTH INVESTMENT LOSS		531110	-44,754	-44,754
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			25,166
12	Total revenue. See Instructions......			2,269,090	45,346		161,160

Form 990 (2012)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21
2	Grants and other assistance to individuals in the United States. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	103,808	84,651	12,816	6,341
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	823,700	701,682	71,444	50,574
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	33,624	23,725	7,744	2,155
9	Other employee benefits .......	92,571	75,709	8,175	8,687
10	Payroll taxes ...........	102,396	78,321	20,184	3,891
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	1,020	1,020
c	Accounting ...........	15,700		15,700
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	1,720		1,720
12	Advertising and promotion ....	11,468	5,340	2,974	3,154
13	Office expenses .......	36,074	24,466	2,602	9,006
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	153,964	152,114	1,222	628
17	Travel ............	2,334		2,286	48
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	2,493	543	1,920	30
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	55,106	43,100	12,006
23	Insurance ..............	15,306	12,577	2,729
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	GIFTS GIVEN	43,381	43,381
b	VEHICLE EXPENSE	27,876	27,876
c	EQUIPMENT RENTAL/MAINTENA	20,169	12,993	6,848	328
d	REPAIRS	16,780	16,780
e	All other expenses	157,136	122,626	31,509	3,001
25	Total functional expenses. Add lines 1 through 24e	1,716,626	1,426,904	201,879	87,843
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			237,330	1	99,801
2	Savings and temporary cash investments .........			71,383	2	4,489
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			22,756	4	178,538
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............			54,528	8	215,572
9	Prepaid expenses and deferred charges ..........			5,296	9	2,222
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,601,024
b	Less: accumulated depreciation .....	10b	269,039	713,499	10c	1,331,985
11	Investments—publicly traded securities ..........			700	11	700
12	Investments—other securities. See Part IV, line 11 .....			928,448	12	883,694
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........				15
16	Total assets. Add lines 1 through 15 (must equal line 34)......			2,033,940	16	2,717,001
17	Accounts payable and accrued expenses .........			23,158	17	78,970
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24	73,205
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			14,969	25	16,550
26	Total liabilities. Add lines 17 through 25.........			38,127	26	168,725
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			1,976,704	27	2,183,924
28	Temporarily restricted net assets ...........			19,109	28	364,352
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			1,995,813	33	2,548,276
34	Total liabilities and net assets/fund balances ........			2,033,940	34	2,717,001

Form 990 (2012)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI ...............

Total revenue (must equal Part VIII, column (A), line 12) ............

2,269,090

Total expenses (must equal Part IX, column (A), line 25) ............

1,716,626

Revenue less expenses. Subtract line 2 from line 1 ..............

552,464

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

1,995,813

Net unrealized gains (losses) on investments ...............

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

-1

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

2,548,276

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII ..............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits

Form 990 (2012)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

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. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

DOWNTOWN WOMEN'S CENTER INC

Employer identification number

20-0296282

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.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

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.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

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).

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 ..................................................

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

and (iii) below, the governing body of the supported organization? ................

11g(i)

(ii) A family member of a person described in (i) above? ......................

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(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 monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 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) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	1,361,426	614,485	770,467	720,577	1,961,741	5,428,696
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	1,361,426	614,485	770,467	720,577	1,961,741	5,428,696
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.						5,428,696

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
7	Amounts from line 4..	1,361,426	614,485	770,467	720,577	1,961,741	5,428,696
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	1,757	2,542	4,167	128	111	8,705
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..	966,464	1,167,464	1,018,790	1,038,006	1,094,362	5,285,086
11	Total support (Add lines 7 through 10).						10,722,487

Gross receipts from related activities, etc. (see instructions) ..................

172,520

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........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) .........

50.630 %

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

45.430 %

16a

33 1/3% support test—2012. 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 ....................... right arrow

33 1/3% support test—2011. If the organization did not check a 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 ..................... right arrow

17a

10%-facts-and-circumstances test—2012. 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 ..................................................... right arrow

10%-facts-and-circumstances test—2011. 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 ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 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) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(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) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(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.)..

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............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2011 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. 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 ........ right arrow

33 1/3% support tests—2011. 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 ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 4

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and 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) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2012

Name of the organization

DOWNTOWN WOMEN'S CENTER INC

Employer identification number

20-0296282

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 2

Name of organization DOWNTOWN WOMEN'S CENTER INC

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 3

Name of organization DOWNTOWN WOMEN'S CENTER INC

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 4

Name of organization
DOWNTOWN WOMEN'S CENTER INC

Employer identification number

20-0296282

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

DOWNTOWN WOMEN'S CENTER INC

Employer identification number

20-0296282

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	41,850		41,850
b	Buildings ................	1,304,126	147,833	1,156,293
c	Leasehold improvements ............	37,561	3,009	34,552
d	Equipment ................	143,515	94,796	48,719
e	Other .................	73,972	23,401	50,571
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				1,331,985

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests	883,694	F
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	883,694

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
AGENCY TRANSFERS		16,550








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		16,550
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1	2,269,090
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3	2,269,090
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5	2,269,090

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........			1	1,716,627
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d	1
e	Add lines 2a through 2d......................			2e	1
3	Subtract line 2e from line 1.....................			3	1,716,626
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................			4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	1,716,626

Part XIII

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
EXPENSE AMOUNTS INCLUDED IN FINANCIALS - OTHER	SCHEDULE D, PAGE 4, PART XII, LINE 2D	BOOK / TAX DEPRECIATION DIFFERENCE 1

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. Form 990-EZ filers are not required to complete this part. right arrow

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
DOWNTOWN WOMEN'S CENTER INC

Employer identification number

20-0296282

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If “Yes,” list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.

(i) Name and address of individual or entity (fundraiser)	(iii) Did fundraiser have custody or control of contributions?
	Yes	No










Total .................

List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.

For Paperwork Reduction Act Notice, see the Instructions for Form 990or 990-EZ.

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2012

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.

		(a) Event #1 LUNCHEON (event type)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . .	125,892	125,892
2	Less: Contributions . .
3	Gross income (line 1 minus line 2) . . .	125,892	125,892
4	Cash prizes . . .
5	Noncash prizes . .
6	Rent/facility costs . .	5,216	5,216
7	Food and beverages .	9,050	9,050
8	Entertainment . . .	5,834	5,834
9	Other direct expenses .	4,949	4,949
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........		25,049
11	Net income summary. Combine line 3, column (d), and line 10. ..........		100,843

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (add col.(a) through col.(c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes
	No

	Yes
	No

	Yes
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow

Enter the state(s) in which the organization operates gaming activities:

Is the organization licensed to operate gaming activities in each of these states? ............

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2012

Page 3

Does the organization operate gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Indicate the percentage of gaming activity operated in:

The organization's facility ......................

13a

An outside facility ........................

13b

Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address of the third party:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	Return Reference	Explanation

Schedule G (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

Noncash Contributions

Complete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image

Attach to Form 990.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

DOWNTOWN WOMEN'S CENTER INC

Employer identification number

20-0296282

Part I

Types of Property

	(a) Check if applicable	(b) Number of contributions or items contributed	(c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g	(d) Method of determining noncash contribution amounts
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......	X		1,087,163	THRIFT STORE VALUE
6 Cars and other vehicles ..
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..	X	1	7,200	FMV OF PROPERTY RENTAL
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( SERVICES )	X	1	595	FMV OF SERVICES
26 Other ( )
27 Other ( )
28 Other ( )

Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it

must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? ..................

30a

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?

32a

Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? ..........................

32a

If "Yes," describe in Part II.

If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,

describe in Part II.

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 51227J

Schedule M (Form 990) (2012)

Page 2

Part II

Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.

Identifier	Return Reference	Explanation

Schedule M (Form 990) (2012)

Additional Data

Software ID:
Software Version:

- 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.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

DOWNTOWN WOMEN'S CENTER INC

Employer identification number

20-0296282

Identifier	Return Reference	Explanation
ORGANIZATION'S MISSION	FORM 990 - ORGANIZATION'S MISSION	DOWNTOWN WOMEN'S CENTER'S (DWC) MISSION IS TO PROVIDE HOUSING AND SERVICES TO OVERCOME HOMELESSNESS AND ADDICTION. ALCOHOL AND SUBSTANCE ABUSE IS THE PRINCIPAL REASON FOR HOMELESSNESS IN AMERICA. DWC'S TWO SHELTERS FOR HOMELESS WOMEN, ABBA HOUSE (MAY SERVE UP TO SIX CHILDREN) AND HAVEN HOUSE, PROVIDE LONG-TERM HOUSING FOR HOMELESS WOMEN WHO ARE COMMITTED TO A RECOVERY PROGRAM. OUR TRANSITIONAL HOUSING PROGRAM IS A TWO-YEAR PROGRAM FOR HOMELESS FAMILIES. DWC PROVIDES THE CASE MANAGEMENT WHILE THE CITY OF AMARILLO PROVIDES SUBSIDIZED RENTAL ASSISTANCE. DWC'S FOUR RETAIL STORES PROVIDE JOBS AND JOB TRAINING TO THE PEOPLE IN OUR PROGRAMS AS WELL AS OTHER HOMELESS, ELDERLY, LOW-INCOME AND MENTALLY/PHYSICALLY DISABLED PERSONS. DWC'S STORES HAVE GIVEN AWAY OVER 400,000 IN MERCHANDISE TO PEOPLE IN NEED SINCE NOVEMBER 2003. ALL OF DWC'S PROGRAMS SUPPORT THE MISSION STATEMENT.
EXPLANATION ON VOLUNTEERS AND TYPES OF SERVICES OR BENEFITS	FORM 990, PAGE 1, PART I, LINE 6	DWC UTILIZES VOLUNTEERS IN THE ADMINISTRATIVE OFFICES ANSWERING THE PHONES, DATA ENTRY, CORRESPONDENCE, AND WITH MAIL-OUTS. VOLUNTEERS AT THE THRIFT STORE SORT DONATED MERCHANDISE, HANG CLOTHING, WORK CASH REGISTERS, DISPLAY MERCHANDISE, DRIVE DONATION TRUCKS, ETC. OTHER VOLUNTEERS PROVIDE MEALS FOR THE HOMELESS PEOPLE IN OUR PROGRAMS, LEAD GROUP SESSIONS, DO MAINTENANCE (YARD WORK, PAINTING, ETC.), MENTOR, AND PROVIDE CHILDCARE DURING MEETINGS. .
FIRST ACCOMPLISHMENT DESCRIPTION	FORM 990, PAGE 2, PART III, LINE 4A	DURING THIS FISCAL YEAR. FUNDING FOR THIS PROGRAM COMES FROM DONATIONS, SPECIAL EVENTS, GRANTS, AND SALES FROM OUR RETAIL STORES. HAVEN HOUSE (PART OF FIRST ACCOMPLISHMENT) WOMEN'S ALCOHOL AND DRUG RECOVERY CENTER CEASED TO EXIST IN 2007. THEY DONATED THEIR FACILITY, HAVEN HOUSE, TO DWC. HAVEN HOUSE IS THE ENTRY LEVEL FOR HOMELESS WOMEN IN DWC'S RECOVERY PROGRAM. HAVEN HOUSE HAS BEDS FOR 17 WOMEN WHO ARE USUALLY NEW IN THE ALCOHOL OR SUBSTANCE ABUSE RECOVERY. MANY ENTER HAVEN HOUSE FROM THE STREETS WITH LESS THAN 24 HOURS OF SOBRIETY. MOST OF THE WOMEN HAVE LOST EVERYTHING, INCLUDING THEIR CHILDREN, BY THE TIME THEY ENTER HAVEN HOUSE. THIS FACILITY HAS FOUR LARGE DORMS WITH 4 WOMEN LIVING IN 3 OF THE DORMS AND 5 LIVING IN THE LARGEST DORM. CHILDREN ARE NOT ABLE TO RESIDE WITH THEIR MOTHERS IN THIS FACILITY. THERE IS ALSO A COMMERCIAL KITCHEN, DINING AREA, AND TWO LIVING AREAS IN THE FACILITY. HAVEN HOUSE WAS RENOVATED IN 2008, MAKING THIS A VERY WARM AND WELCOMING HOME FOR THE WOMEN IN THE PROGRAM. 73 WOMEN WERE SERVED AT HAVEN HOUSE DURING THE 2011-12 FISCAL YEAR. A LICENSED CHEMICAL DEPENDENCY COUNSELOR (LCDC) SUPERVISES THE FACILITY AND HOLDS THE WOMEN ACCOUNTABLE FOR THEIR ACTIONS. HAVEN HOUSE IS A RECOVERY HOME AND NOT A LICENSED TREATMENT FACILITY. FUNDING SUPPORT COMES FROM DONATIONS, GRANTS, SPECIAL EVENTS, AND SALES FROM OUR RETAIL STORES.
SECOND ACCOMPLISHMENT DESCRIPTION	FORM 990, PAGE 2, PART III, LINE 4B	CHILDREN. DWC GRADUATED 5 FAMILIES FROM THE TRANSITIONAL HOUSING PROGRAM IN 2012-2013.
ALL OTHER ACCOMPLISHMENT DESCRIPTION	FORM 990, PAGE 2, PART III, LINE 4D	EXEMPT ACHIEVEMENT IN NOVEMBER 2003, DWC OPENED ITS FIRST RETAIL STORE, THRIFT CITY. THRIFT CITY IS A THRIFT STORE STOCKED SOLELY FROM DONATIONS. THE ORIGINAL STORE HAD CLOTHING, SHOES, HOUSEHOLD ITEMS, FURNITURE, APPLIANCES, BOOKS, ETC. DUE TO THE HUGE SUCCESS OF THE BUSINESS, DWC COLLABORATED WITH CAL FARLEY'S BOYS RANCH TO OPEN THRIFT CITY 2 ON FEBRUARY 14, 2006 FOR THE SALES OF FURNITURE AND APPLIANCES. IN FEBRUARY 2008, DWC OPENED ITS THIRD RETAIL STORE, THE UPTOWN SHOPPE. THE UPTOWN SHOPPE IS AN UPSCALE STORE WITH ANTIQUES, SILVER, CRYSTAL, AND GENTLY WORN NAME-BRAND CLOTHING. IN MAY 2010, DWC OPENED ITS FOURTH STORE, NAMED THRIFT CITY 3. DWC RETAIL STORES PROVIDE JOBS TO 55 HOMELESS, ELDERLY, PHYSICALLY AND/OR MENTALLY DISABLED, LOW-INCOME PERSONS. THE MAJORITY OF THESE PERSONS ARE CONSIDERED 'UNEMPLOYABLE.' JOBS INCLUDE SORTING DONATIONS, CASHIERING, HANGING CLOTHING, DISPLAYING MERCHANDISE, DRIVING/WORKING ON OUR TRUCKS, MAINTENANCE/JANITORIAL, ETC. SINCE OUR FIRST STORE OPENED ON NOVEMBER 1, 2003, DWC RETAIL STORES HAVE GIVEN AWAY OVER 400,000 IN MERCHANDISE (THRIFT STORE PRICES) TO THOSE IN NEED IN OUR COMMUNITY THROUGH REFERRALS FROM OVER 60 AGENCIES AND CHURCHES. THE FOUR RETAIL STORES HAVE FINANCIALLY CONTRIBUTED TO FUNDING ALL OF THE ADMINISTRATIVE COSTS OF DWC. ALL MONEY COLLECTED BY INDIVIDUAL/CORPORATE DONATIONS, SPECIAL EVENTS, AND GRANTS GOES TO THE SUPPORT OF DWC PROGRAMS. MOST OF THE WOMEN LIVING IN ABBA HOUSE OR HAVEN HOUSE HAVE HEALTH PROBLEMS, CRIMINAL BACKGROUNDS, AND LOW SELF-ESTEEM. MOST HAVE LIMITED JOB EXPERIENCE AND DO NOT KNOW HOW TO MANAGE MONEY. THROUGH JOB TRAINING PROGRAMS AT OUR RETAIL STORES, MANY OF THESE WOMEN BEGIN TO LIVE AS PRODUCTIVE CITIZENS FOR THE FIRST TIME IN THEIR LIVES. THEY MUST REMAIN CLEAN AND SOBER AS DRUG TESTING IS DONE PERIODICALLY. THE TRAINING THEY RECEIVE WHILE IN OUR PROGRAM ALLOWS THEM TO EVENTUALLY MOVE ON TO FULL-TIME JOBS IN THE COMMUNITY. WE ENCOURAGE OUR WOMEN TO GO TO COLLEGE OR VOCATIONAL SCHOOL SO THEY CAN OBTAIN CAREERS. IN MAY 2010, DWC OPENED ITS FOURTH STORE, NAMED THRIFT CITY 3.FOR SALE OF HOLIDAY OBJECTS, TOYS, CRAFTS AND HADICAP ITEMS. DWC RETAIL STORES PROVIDE JOBS TO 55 HOMELESS, ELDERLY, PHYSICALLY AND/OR MENTALLY DISABLED, LOW-INCOME PERSONS. THE MAJORITY OF THESE PERSONS ARE CONSIDERED 'UNEMPLOYABLE.' JOBS INCLUDE SORTING DONATIONS, CASHIERING, HANGING CLOTHING, DISPLAYING MERCHANDISE, WORKING ON OUR TRUCKS, MAINTENANCE/JANITORIAL, ETC. DWC PROVIDED EMERGENCY ASSISTANCE TO PEOPLE IN NEED FROM OUR COMMUNITY AS MONETARY AND IN-KIND DONATIONS TO DWC ALLOWED. WE HELPED APROXIMATELY 840 PEOPLE THAT WALKED THROUGH OUR DOORS BUT WERE NOT CLIENTS IN ANY OF DWC'S PROGRAMS OR THAT WERE REFERRED TO US BY ANOTHER AGENCY OR CHURCH. EACH OF THESE INDIVIDUALS VISITED WITH A CASE MANAGER WHO OFFERED SOCIAL SERVICES, COUNSELING AND/OR ASSISTANCE IN ONE OR MORE OF THE FOLLOWING AREAS:REFERRALS FOR JOB OPPORTUNITIES; FOOD AND PERSONAL HYGIENE ITEMS FROM DWC'S PANTRIES; REFERRALS OR FINANCIAL ASSISTANCE WITH DENTAL CARE, UTILITIES, RENT, GASOLINE, PICTURE ID'S, AND MORE. THROUGH OUR RETAIL STORES (THRIFT CITY AND THRIFT CITY 2), DWC GAVE AWAY CLOTHING, KITCHENWARE, LINENS, FURNITURE, AND APPLIANCES. THE THRIFT STORE VALUE FOR THESE DONATED ITEMS TOTALED 36,035 TO 1036 PEOPLE IN NEED. OVER 60 AREA AGENCIES AND CHURCHES REFER PEOPLE TO OUR RETAIL STORES. DWC REQUIRES REFERRALS BE WRITTEN ON AGENCY/CHURCH LETTERHEAD AND THAT THE CLIENT IS CURRENTLY RECEIVING CASE MANAGEMENT THROUGH THE AGENCY/CHURCH.
ORGANIZATION'S PROCESS USED TO REVIEW FORM 990	FORM 990, PAGE 6, PART VI, LINE 11B	THE 990 IS PRESENTED TO THE FINANCE COMMITTEE. THE CHAIRMAN OF THE FINANCE COMMITTEE PRESENTS IT TO THE BOARD OF DIRECTORS WHO THEN MOTION TO APPROVE/NOT APPROVE THE 990.
ENFORCEMENT OF CONFLICTS POLICY	FORM 990, PAGE 6, PART VI, LINE 12C	THE BOARD OF DIRECTORS OF DWC WILL NOT PERSONALLY BENEFIT FROM DWC CONTACTS, FROM FUNDRAISING EVENTS FOR DWC, FROM PUBLICITY GIVEN TO DWC OR FROM ANY OTHER MEANS OF MAKING PERSONAL GAINS IN CONNECTION TO DWC. CONFLICT OF INTEREST STATEMENTS ARE COMPLETED ANNUALLY UPON ELECTION OF NEW OFFICERS AND INSTALLATION OF NEW BOARD MEMBERS TO DISCLOSE, UP-FRONT, ANY KNOWN CONFLICTS. MEMBERS WANTING TO BID ON A DWC PROJECT MUST STEP DOWN FROM THE BOARD.
COMPENSATION PROCESS FOR TOP OFFICIAL	FORM 990, PAGE 6, PART VI, LINE 15A	DWC'S MANAGEMENT RESEARCHES CURRENT SALARIES THROUGH THE INTERNET AND WITH OTHER NON-PROFIT ORGANIZATIONS AND COMPARES THEM TO LOCAL POSITIONS. THEY MUST FIT INTO THE HIERARCHY OF EXISTING PAY SCALES FOR DWC EMPLOYEES. DWC'S BOARD OF DIRECTORS ANNUALLY DETERMINES THE SALARY AND RAISES FOR THE EXECUTIVE DIRECTOR AFTER A COMPANY-WIDE EVALUATION OF THE DIRECTOR BY ALL EMPLOYEES.
COMPENSATION PROCESS FOR OFFICERS	FORM 990, PAGE 6, PART VI, LINE 15B	DWC'S MANAGEMENT RESEARCHES CURRENT SALARIES THROUGH THE INTERNET AND WITH OTHER NON-PROFIT ORGANIZATIONS AND COMPARES THEM TO LOCAL POSITIONS. THEY MUST FIT INTO THE HIERARCHY OF EXISTING PAY SCALES FOR DWC EMPLOYEES.
GOVERNING DOCUMENTS DISCLOSURE EXPLANATION	FORM 990, PAGE 6, PART VI, LINE 19	PUBLIC INSPECTION OF DWC'S POLICIES AND FINANCIAL STATEMENTS ARE OPEN TO THE PUBLIC. IF COPIES ARE REQUESTED, THE REQUEST MUST BE IN WRITING AND MUST INCLUDE A FORM OF PAYMENT TO COVER THE COST INVOLVED IN MAKING COPIES OF SUCH DOCUMENTS. DWC ALSO POSTS ITS ANNUAL FORM 990 ON THE AGENCY WEBSITE OR THEY MAY BE VIEWED THROUGH GUIDESTAR.
RECONCILIATION OF CHANGES - OTHER	FORM 990, PART XI, LINE 9	BOOK / TAX DEPRECIATION DIFFERENCE -1

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

DOWNTOWN WOMEN'S CENTER INC

Employer identification number

20-0296282

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) DWC MERIDIAN APARTMENTS INC 409 S MONROE AMARILLO,TX79101 45-2656447	SUPPORT	TX	501C3	11A	N/A		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) NWTH MERIDIAN LTD 409 SOUTH MONROE AMARILLO,TX79101 75-2740167	REAL ESTAT	TX	N/A	RELATED				No		Yes

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No

Schedule R (Form 990) 2012

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type (a-s)	(d) Method of determining amount involved
(1) DWC MERIDIAN APARTMENTS INC	N	PROG RELATEDNOT DETERMIN
(2) DWC MERIDIAN APARTMENTS INC	O	PROG RELATEDNOT DETERMIN
(3) DWC MERIDIAN APARTMENTS INC	P	PROG RELATEDNOT DETERMIN
(4) DWC MERIDIAN APARTMENTS INC	Q	PROG RELATEDNOT DETERMIN
(5) NWTH MERIDIAN LTD	N	PROG RELATEDNOT DETERMIN
(6) NWTH MERIDIAN LTD	P	PROG RELATEDNOT DETERMIN

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2012

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version: