Form990-PF
Click to see list of attachments
Click to see list of attachmentsClick to see list of attachments

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2021
Open to Public Inspection
For calendar year 2021, or tax year beginning 01-01-2021 , and ending 12-31-2021
Name of foundation
W EARL RICHARDS CHARITABLE
FOUNDATION INC
Number and street (or P.O. box number if mail is not delivered to street address)2000 MORRIS AVENUE SUITE 1300
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BIRMINGHAM, AL35203
A Employer identification number

20-1939160
B Telephone number (see instructions)

(205) 488-4300
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$18,349,621J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 1,214,944
2 Check bullet.............
3 Interest on savings and temporary cash investments 19,784 19,784  
4 Dividends and interest from securities... 205,152 205,152  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,384,279
b Gross sales price for all assets on line 6a 2,589,223
7 Capital gain net income (from Part IV, line 2)... 1,957,088
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 44,085 -50,494  
12 Total. Add lines 1 through 11........ 2,868,244 2,131,530  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 259,287 140,243   76,067
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 11,060 0   11,060
c Other professional fees (attach schedule).... Click to see attachment 150,170 150,170   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 39,998 39,998   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 256,248 256,248   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 716,763 586,659   87,127
25 Contributions, gifts, grants paid....... 1,929,156 1,929,156
26 Total expenses and disbursements. Add lines 24 and 25 2,645,919 586,659   2,016,283
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 222,325
b Net investment income (if negative, enter -0-) 1,544,871
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2021)
Form 990-PF (2021)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing.............      
2 Savings and temporary cash investments......... 928,285 987,443 987,443
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 579,598 Click to see attachment609,597 1,259,074
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 11,713,505 Click to see attachment11,496,707 16,069,754
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment33,350 Click to see attachment33,350 Click to see attachment33,350
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 13,254,738 13,127,097 18,349,621
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........ 0 0
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 13,254,738 13,127,097
29 Total net assets or fund balances (see instructions)..... 13,254,738 13,127,097
30 Total liabilities and net assets/fund balances (see instructions). 13,254,738 13,127,097
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
13,254,738
2
Enter amount from Part I, line 27a .....................
2
222,325
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
362,264
4
Add lines 1, 2, and 3 ..........................
4
13,839,327
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
712,230
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
13,127,097
Form 990-PF (2021)
Form 990-PF (2021)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a ARLINGTON TRUST COMPANY P 2021-01-01 2021-12-31
b CAPITAL GAINS FROM PASSTHROUGHS P 2021-01-01 2021-12-31
c
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 1,231,207   632,135 599,072
b 1,358,016     1,358,016
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       599,072
b       1,358,016
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 1,957,088
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Form 990-PF (2021)
Form 990-PF (2021)
Page 4
Part V
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 21,474
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 21,474
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 6,977
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 20,000
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 26,977
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 22
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 5,481
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet5,481 RefundedBullet 11 0
Part VI-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XIV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletAL
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.
    If "Yes," complete Part XIII .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. Click to see attachment...............................
    10
    Yes
     
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 5
    Part VI-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletKEN POLK Telephone no.bullet (205) 488-4300

    Located atbullet2000 MORRIS AVENUE SUITE 1300BIRMINGHAMAL ZIP+4bullet35203
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2021, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country? .................
    16   No
    See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet
    Part VI-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........
    1a(1)
     
    No
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person? ..............................
    1a(2)
     
    No
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
    1a(3)
     
    No
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
    1a(4)
     
    No
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)? ......................
    1a(5)
     
    No
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.) ...............
    1a(6)
     
    No
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........
    1b
     
     
    c
    ........bullet
    d
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2021? .............
    1d
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2021, did the foundation have any undistributed income (lines 6d
    and 6e, Part XII) for tax year(s) beginning before 2021?....................
    2a
     
    No
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year? ..............................
    3a
     
    No
    b
    If "Yes," did it have excess business holdings in 2021 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2021.) .....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2021? ..
    4b
     
    No
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 6
    Part VI-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........
    5a(1)
     
    No
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive? ....................
    5a(2)
     
    No
    (3) Provide a grant to an individual for travel, study, or other similar purposes? .............
    5a(3)
     
    No
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions ........................
    5a(4)
     
    No
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals? .............
    5a(5)
     
    No
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........
    5b
     
     
    c
    .........bullet
    d
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant? .................
    5d
     
     
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract? .............................
    6a
     
    No
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    7a
     
    No
    b
    If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....
    7b
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .........................
    8
     
    No
    Part VII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    MARK J BROWN PRESIDENT/SECRETARY
    2.00     		0 0 0
    2000 MORRIS AVENUE SUITE 1300
    BIRMINGHAM,AL35203
    KENNETH H POLK VP/TREASURER
    2.00     		0 0 0
    2000 MORRIS AVENUE SUITE 1300
    BIRMINGHAM,AL35203
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 7
    Part VII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part VIII-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    Part VIII-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 8
    Part IX
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    0
    b
    Average of monthly cash balances.......................
    1b
    1,128,303
    c
    Fair market value of all other assets (see instructions)................
    1c
    17,368,623
    d
    Total (add lines 1a, b, and c).........................
    1d
    18,496,926
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    18,496,926
    4
    Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
    instructions) .............................
    4
    277,454
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. .......
    5
    18,219,472
    6
    Minimum investment return. Enter 5% (0.05) of line 5................
    6
    910,974
    Part X
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part IX, line 6..................
    1
    910,974
    2a
    Tax on investment income for 2021 from Part V, line 5.......
    2a
    21,474
    b
    Income tax for 2021. (This does not include the tax from Part V.) ...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    21,474
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    889,500
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    889,500
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
    7
    889,500
    Part XI
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part VIII-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4.
    4
     
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 9
    Part XII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2020     		(c)
    2020     		(d)
    2021
    1 Distributable amount for 2021 from Part X, line 7 889,500
    2 Undistributed income, if any, as of the end of 2021:
    a Enter amount for 2020 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2021:
    a From 2016...... 231,207
    b From 2017......  
    c From 2018...... 431,991
    d From 2019...... 457,888
    e From 2020...... 553,161
    f Total of lines 3a through e ........ 1,674,247
    4Qualifying distributions for 2021 from Part
    XI, line 4: bullet$ 2,016,283
    a Applied to 2020, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2021 distributable amount..... 889,500
    e Remaining amount distributed out of corpus 1,126,783
    5 Excess distributions carryover applied to 2021. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 2,801,030
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2019. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2021. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2022 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2016 not
    applied on line 5 or line 7 (see instructions) ...     		231,207
    9 Excess distributions carryover to 2022.
    Subtract lines 7 and 8 from line 6a ......     		2,569,823
    10 Analysis of line 9:
    a Excess from 2017....  
    b Excess from 2018.... 431,991
    c Excess from 2019.... 457,888
    d Excess from 2020.... 553,161
    e Excess from 2021.... 1,126,783
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 10
    Part XIII
    Private Operating Foundations (see instructions and Part VI-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2021, enter the date of the ruling ....... bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2021 (b) 2020 (c) 2019 (d) 2018
             
    b 85% (0.85) of line 2a .........          
    c Qualifying distributions from Part XI,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part IX, line 6 for each year listed ..     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XIV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 11
    Part XIV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    CAMPUS OUTREACH
    PO BOX 4458
    HOUSTON,TX77210     		N/A PUBLIC CHARITY CHARITABLE 2,500
    CHARITABLE CONTRIBUTIONS FROM PASSTHROUGH
    2000 MORRIS AVENUE
    BIRMINGHAM,AL35203     		N/A PUBLIC CHARITY CHARITABLE 735
    CHURCH OF THE HIGHLANDS
    4700 HIGHLANDS WAY OVERTON ROAD
    BIRMINGHAM,AL35210     		N/A PUBLIC CHARITY CHARITABLE 232,010
    GRACE HOUSE MINISTRIES
    4923 FARRELL AVE
    FAIRFIELD,AL35064     		N/A PUBLIC CHARITY CHARITABLE 15,000
    JH RANCH
    402 OFFICE PARK DRIVE
    BIRMINGHAM,AL35223     		N/A PUBLIC CHARITY CHARITABLE 100,260
    NEVERTHIRST (COMPASSION OUTREACH MINISTRIES)
    1919 OXMOOR ROAD STE 213
    BIRMINGHAM,AL35209     		N/A PUBLIC CHARITY CHARITABLE 5,000
    RIVERCHASE UNITED METHODIST CHURCH
    1953 OLD MONTGOMERY HWY
    BIRMINGHAM,AL35244     		N/A PUBLIC CHARITY CHARITABLE 30,000
    THE SIGNATRY A GLOBAL CHRISTIAN FOUNDATION
    7171 W 95TH STREET SUITE 501
    OVERLAND PARK,KS66212     		N/A PUBLIC CHARITY CHARITABLE 970,500
    THE WELLHOUSE INC
    PO BOX 868
    ODENVILLE,AL35120     		N/A PUBLIC CHARITY CHARITABLE 25,000
    UNITED WAY OF CENTRAL ALABAMA
    3600 8TH AVENUE SOUTH
    BIRMINGHAM,AL35222     		N/A PUBLIC CHARITY CHARITABLE 25,000
    VAPOR INTERNATIONAL
    338 TALLADEGA SPRINGS ROAD
    SYLACAUGA,AL35151     		N/A PUBLIC CHARITY CHARITABLE 103,768
    UNIVERSITY OF ALABAMA AT BIRMINGHAM
    1720 2ND AVENUE SOUTH
    BIRMINGHAM,AL35294     		N/A PUBLIC CHARITY CHARITABLE 5,000
    EQUIP LEADERSHIP INC
    2050 SUGARLOAF CIRCLE
    DULUTH,GA30097     		N/A PUBLIC CHARITY CHARITABLE 50,000
    FROM HIGH HAMPTON HOLDINGS LLC K-1 (SEE ATTACHED 8283)
    2000 MORRIS AVENUE
    BIRMINGHAM,AL35203     		N/A PUBLIC CHARITY CHARITABLE 364,383
    Total .................................bullet 3a 1,929,156
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 12
    Part XV-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments ....          
    3 Interest on savings and temporary cash
    investments ...........     		    14 19,784  
    4 Dividends and interest from securities ....          
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income .....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 1,384,279  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aUBIT FROM PASSTHROUGH ENTITIES     		523000 94,579   0  
    bINCOME/LOSS FROM PASSTHROUGHS     14 -50,494  
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e) .. 94,579 1,558,721 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    1,653,300
    (See worksheet in line 13 instructions to verify calculations.)
    Part XV-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 13
    Part XVI
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    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 taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below?
    See instructions.
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2021)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors

    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2021
    Name of the organization
    W EARL RICHARDS CHARITABLE
    FOUNDATION INC
    Employer identification number

    20-1939160
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ






    Form 990-PF




    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
    Special Rules
    ......... Arrow Bullet $  
    Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't 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 its Form 990PF, Part I, line 2, to certify that it doesn't 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) (2021)
    Schedule B (Form 990) (2021) Page 2
    Name of organization
    W EARL RICHARDS CHARITABLE
    FOUNDATION INC         		Employer identification number
    20-1939160
    Part I
    Contributors
    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
    1
    KENNETH H POLK
    2000 MORRIS AVE SUITE 1300
     
    BIRMINGHAM, AL35203

    		$ 10,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    2
    KENNETH H POLK
    2000 MORRIS AVE SUITE 1300
     
    BIRMINGHAM, AL35203

    		$ 1,204,944


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990) (2021)
    Schedule B (Form 990) (2021)
    Page 3
    Name of organization
    W EARL RICHARDS CHARITABLE
    FOUNDATION INC         		Employer identification number

    20-1939160
    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
    2
    		 1,650 SHARES OF APPLE INC. $ 235,678 2021-01-26
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
    2
    		 200 SHARES OF FACEBOOK, INC. $ 51,999 2021-03-04
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
    2
    		 575 SHARES OF FACEBOOK, INC. $ 172,318 2021-04-21
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
    2
    		 300 SHARES OF FACEBOOK, INC. $ 90,473 2021-05-12
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
    2
    		 1,100 SHARES OF DISNEY $ 192,709 2021-07-20
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
    2
    		 100 SHARES OF PROCTER & GAMBLE, CO. $ 140,165 2021-10-22
    Schedule B (Form 990) (2021)
    Name of organization
    W EARL RICHARDS CHARITABLE
    FOUNDATION INC         		Employer identification number

    20-1939160
    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
    2
    		 200 SHARES META PLATFORMS, INC. $ 64,754 2021-12-07
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
    2
    		 1,000 SHARES JPMORGAN $ 162,275 2021-12-07
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
    2
    		 200 SHARES BERKSHIRE HATHAWAY, INC. $ 56,753 2021-12-07
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
    2
    		 100 SHARES OF FACEBOOK, INC. $ 37,820 2021-09-09
    (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) (2021)
    Schedule B (Form 990) (2021)
    Page 4
    Name of organization
    W EARL RICHARDS CHARITABLE
    FOUNDATION INC         		Employer identification number

    20-1939160
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. 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 (c) Use 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 (c) Use 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 (c) Use 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 (c) Use 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) (2021)
    Additional Data


    Software ID:  
    Software Version:  

    TY 2021 AccountingFeesSchedule
    Name:
    W EARL RICHARDS CHARITABLE
     
    FOUNDATION INC
    EIN:
    20-1939160
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 5,660 0   5,660
    PROFESSIONAL FEES 5,400 0   5,400

    TY 2021 GeneralExplanationAttachment
    Name:
    W EARL RICHARDS CHARITABLE
     
    FOUNDATION INC
    EIN:
    20-1939160
    Identifier Return Reference Explanation
      FORM 8886 QUESTION 1C CONTINUED THE FORM 8886 FILER HAS NOT BEEN PROVIDED WITH A REPORTABLE TRANSACTION REGISTRATION NUMBER. THE FORM 8886 FILER IS NOT AWARE OF ANY PERSONS WHO HAVE OBTAINED A MATERIAL ADVISOR NUMBER WITH RESPECT TO THE TRANSACTION. AS NOTED BELOW, THE FORM 8886 FILER DOES NOT BELIEVE THAT THE TRANSACTION IS A TRANSACTION DESCRIBED IN NOTICE 2017-10 OR IS A TRANSACTION THAT IS SUBSTANTIALLY SIMILAR TO A TRANSACTION DESCRIBED IN NOTICE 2017-10.
      FORM 8886 QUESTION 7E CONTINUED THE INITIAL MEMBER OF THE PROPERTY COMPANY WAS HIGH HAMPTON HOLDINGS, LLC ("HHH"). IN MAY 2017, HHH UNDERTOOK TO RAISE CAPITAL FROM INVESTORS PURSUANT TO A CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM. HHH, ITS MANAGER, ARLINGTON FUND MANAGER, LLC, AND ITS AFFILIATE, ARLINGTON PARTNERS ("ARLINGTON"), OVERSAW AND MANAGED THE SECURITIES OFFERING. THE SECURITIES OFFERING WAS COMPLETED IN JUNE 2017. CAPITAL RAISED BY HHH IN THE SECURITIES OFFERING WAS CONTRIBUTED TO THE PROPERTY COMPANY. THE PROPERTY COMPANY USED THE PROCEEDS THAT IT RECEIVED FROM HHH TO PURCHASE THE PROPERTY ON JUNE 30, 2017, AND TO ESTABLISH OPERATING RESERVES IN ORDER TO IMPLEMENT THE PROPERTY COMPANY'S BUSINESS PLAN. THE PURCHASE PRICE FOR THE PROPERTY WAS $27,900,000. AS THE PROJECT PROGRESSED, THE MEMBERS OF THE PROPERTY MADE ADDITIONAL CAPITAL CONTRIBUTIONS TO THE PROPERTY COMPANY TO FUND ADDITIONAL CAPITAL EXPENDITURES, COSTS AND RESERVES. THE TOTAL CAPITAL CONTRIBUTIONS FROM THE DIRECT AND INDIRECT MEMBERS OF THE PROPERTY COMPANY SINCE FORMATION WERE APPROXIMATELY $46,549,877. IN CONNECTION WITH THE ACQUISITION OF THE PROPERTY, DANIEL COMMUNITIES, LLC WAS APPOINTED AS THE MANAGER OF THE PROPERTY COMPANY TO OVERSEE THE IMPLEMENTATION OF THE BUSINESS PLAN. DANIEL COMMUNITIES, LLC AND ITS AFFILIATES HAVE EXTENSIVE EXPERIENCE IN MANAGING PROJECTS OF THE NATURE AND SCOPE, SIMILAR TO THE PROJECT CONTEMPLATED BY THE PROPERTY COMPANY. HIGH HAMPTON PARTNERS, LLC, WHICH IS OWNED BY CERTAIN PRINCIPALS OF DANIEL COMMUNITIES, LLC AND ARLINGTON, WAS ISSUED A 35% PROFITS INTEREST IN THE PROPERTY COMPANY IN JUNE 2017. SINCE JUNE 2017 THROUGH AND INCLUDING 2021, THE PROPERTY COMPANY IMPLEMENTED ITS BUSINESS PLAN. DURING THIS TIME, THE RESORT WAS REDEVELOPED AND IMPROVED, AND OPERATIONS OF THE RESORT HAVE BEEN SUCCESSFUL. MOREOVER, THE PROPERTY COMPANY COMPLETED ITS WORK WITH RESPECT TO THE DEVELOPMENT PROPERTY AND LOTS WERE SOLD RESULTING IN SUBSTANTIAL PROFITS TO THE PROPERTY COMPANY AND ITS MEMBERS. THROUGH 2021 THE PROPERTY COMPANY HAS GENERATED PROFITS AND CASH FLOW FROM ITS BUSINESS OPERATIONS IN EXCESS OF THE CAPITAL CONTRIBUTIONS MADE BY THE DIRECT AND INDIRECT MEMBERS OF THE PROPERTY COMPANY. IN 2021 THE PROPERTY COMPANY AND ITS MEMBERS INVESTIGATED THE POSSIBILITY OF MAKING A CHARITABLE CONTRIBUTION VIA A CONVEYANCE OF A CONSERVATION EASEMENT WITH RESPECT TO AN APPROXIMATE 87-ACRE PORTION OF THE INVESTMENT PROPERTY (THE "CONSERVATION EASEMENT TRACT"). TITLE TO THE INVESTMENT PROPERTY, INCLUDING THE CONSERVATION EASEMENT TRACT, WAS ACQUIRED IN THE NAME OF HIGH HAMPTON LAND, LLC, A WHOLLY OWNED SUBSIDIARY OF THE PROPERTY COMPANY CONSTITUTING A DISREGARDED ENTITY AS TO THE PROPERTY COMPANY FOR INCOME TAX PURPOSES, AS PART OF THE PURCHASE OF THE PROPERTY ON JUNE 30, 2017. THE ADJUSTED BASIS OF THE CONSERVATION EASEMENT TRACT PRIOR TO THE CONSERVATION EASEMENT WAS $310,080, REPRESENTING THE CONSERVATION EASEMENT TRACT'S ALLOCABLE PORTION OF THE OVERALL $27,900,000 PURCHASE PRICE FOR THE PROPERTY. DURING 2021 THE PROPERTY COMPANY ENGAGED IN DISCUSSIONS WITH HIGHLANDS-CASHIERS LAND TRUST, INC., A NON-PROFIT ORGANIZATION DESCRIBED IN CODE SECTION 501(C)(3) (THE "LAND TRUST"), TO ASSESS THE CONSERVATION ATTRIBUTES OF THE CONSERVATION EASEMENT TRACT AND THE CONSERVATION PURPOSES THAT WOULD BE SERVED IF THE CONSERVATION EASEMENT TRACT WERE PROTECTED FROM DEVELOPMENT BY VIRTUE OF A CONSERVATION EASEMENT. THE LAND TRUST UNDERTOOK TO ANALYZE THE CONSERVATION EASEMENT TRACT AND PREPARED A BASELINE REPORT OF ITS FINDINGS. THE PROPERTY COMPANY NEGOTIATED AND EXECUTED A CONSERVATION EASEMENT WITH THE LAND TRUST ON DECEMBER 30, 2021. THE CONSERVATION EASEMENT WAS RECORDED IN THE PROPERTY RECORDS OF JACKSON COUNTY, NORTH CAROLINA ON DECEMBER 30, 2021.IN 2021, THE PROPERTY COMPANY ENGAGED RICK A. KENNY MAI, SRA AND DOUGLAS R. KENNY, MAI, EACH A QUALIFIED APPRAISER WITH KENNY & ASSOCIATES, INC., TO PREPARE A QUALIFIED APPRAISAL WITH RESPECT TO THE CHARITABLE CONTRIBUTION OF THE CONSERVATION EASEMENT ON THE CONSERVATION EASEMENT TRACT. THE QUALIFIED APPRAISER'S QUALIFIED APPRAISAL REPORTED THAT THE AMOUNT OF THE CHARITABLE DEDUCTION ARISING FROM THE CHARITABLE CONTRIBUTION WAS $53,330,000. THE PROPERTY COMPANY IS REPORTING THIS CHARITABLE CONTRIBUTION ON ITS 2021 FORM 1065 PURSUANT TO SECTION 170(H) OF THE INTERNAL REVENUE CODE. A DULY COMPLETED AND EXECUTED FORM 8283 IS INCLUDED WITH THE PROPERTY COMPANY'S INCOME TAX RETURN. THIS CHARITABLE CONTRIBUTION DEDUCTION IS BEING ALLOCATED AMONG THE MEMBERS OF THE PROPERTY COMPANY IN ACCORDANCE WITH THEIR RESPECTIVE PARTNERSHIP INTEREST PERCENTAGES IN THE PROPERTY COMPANY. "TAX RESULT PROTECTION" WAS NEITHER PROCURED NOR PROMISED BY ANY PERSON. BECAUSE OF THE FAVORABLE TAX TREATMENT AFFORDED CONSERVATION EASEMENT DEDUCTIONS BY CONGRESS UNDER SECTION 170, DIRECT AND INDIRECT MEMBERS OF THE PROPERTY COMPANY MAY POTENTIALLY REALIZE INCOME TAX BENEFITS FROM THE CHARITABLE CONTRIBUTION DEDUCTION WITH RESPECT TO THE 2021 TAX YEAR, AND POTENTIALLY FOR AN ADDITIONAL 15 YEARS AFTER THAT UNDER SECTION 170(B)(1)(E). THE TAXPAYER IS FILING THIS FORM 8886 AS A PROTECTIVE DISCLOSURE. THE TAXPAYER DOES NOT BELIEVE THIS TRANSACTION CONSTITUTES A SYNDICATED CONSERVATION EASEMENT TRANSACTION OR SUBSTANTIALLY SIMILAR TRANSACTION WITHIN THE MEANING OF NOTICE 2017-10. THE BASIS FOR THIS CONCLUSION INCLUDES THE FOLLOWING: (A) THE PROPERTY, INCLUDING THE CONSERVATION EASEMENT TRACT, WAS ACQUIRED BY VIRTUE OF A LAND PURCHASE IN JUNE 2017 BY THE PROPERTY COMPANY, AND THERE WAS NO RELIANCE OF ANY TACKED HOLDING PERIOD WITH RESPECT TO THE CHARITABLE CONTRIBUTION MADE IN 2021; (B) AT THE TIME THE PROPERTY WAS ACQUIRED IN JUNE 2017, THERE HAD BEEN NO INVESTIGATION OF THE FEASIBILITY OF OR VALUATIONS WITH RESPECT TO ANY CONSERVATION EASEMENT; RATHER, ONLY IN 2021 DID THE PROPERTY COMPANY BEGIN THE PROCESS OF EXPLORING IN ANY SUBSTANTIAL MANNER THE POTENTIAL GRANTING OF A CONSERVATION EASEMENT OR PROCURING AN APPRAISAL THEREOF; (C) THE PROPERTY COMPANY WAS FORMED FOR THE PURPOSE OF UNDERTAKING SUBSTANTIAL BUSINESS ACTIVITY INCLUDING REDEVELOPING AND IMPROVING THE RESORT AND THE RESORT PROPERTY, DEVELOPING AND SELLING THE DEVELOPMENT PROPERTY, AND HOLDING THE INVESTMENT PROPERTY FOR APPRECIATION; (D) THE AMOUNT OF CHARITABLE CONTRIBUTION DEDUCTION DOES NOT EQUAL OR EXCEED AN AMOUNT THAT IS TWO AND ONE-HALF TIMES THE OVERALL INVESTMENT BY DIRECT OR INDIRECT MEMBERS OF THE PROPERTY COMPANY; (E) THERE WERE NO PROMOTIONAL MATERIALS PROVIDED TO DIRECT OR INDIRECT INVESTORS IN THE PROPERTY COMPANY EXPRESSING THE POSSIBILITY OF A CHARITABLE CONTRIBUTION DEDUCTION THAT EQUALS OR EXCEEDS AN AMOUNT THAT IS TWO AND ONE-HALF TIMES THE AMOUNT OF THE INVESTORS' INVESTMENT IN THE PROPERTY COMPANY; AND (F) THE PROFITS AND CASH FLOW FROM THE BUSINESS OPERATIONS OF THE PROPERTY COMPANY EXCEEDED THE CAPITAL CONTRIBUTIONS MADE BY THE DIRECT AND INDIRECT MEMBERS OF THE PROPERTY COMPANY. THEREFORE, THE TAXPAYER IS FILING THIS FORM 8886 AS A PROTECTIVE DISCLOSURE FILING.HIGH HAMPTON HOLDINGS, LLC PARTICIPATED IN THE TRANSACTION THROUGH ITS 65% INTEREST IN HIGH HAMPTON INVESTMENTS, LLC. HIGH HAMPTON HOLDINGS, LLC RECEIVED A K-1 FOR THE 2021 TAXABLE YEAR FROM HIGH HAMPTON INVESTMENTS, LLC ALLOCATING A CHARITABLE CONTRIBUTION DEDUCTION FROM THIS TRANSACTION TO HIGH HAMPTON HOLDINGS, LLC IN THE AMOUNT OF $34,664,500. W. EARL RICHARDS CHARITABLE FOUNDATION, INC. PARTICIPATED IN THIS TRANSACTION THROUGH ITS 1.0511595% INTEREST IN HIGH HAMPTON HOLDINGS, LLC. THE FORM 8886 FILER RECEIVED A K-1 FOR THE 2021 TAXABLE YEAR FROM HIGH HAMPTON HOLDINGS ALLOCATING A CHARITABLE CONTRIBUTION DEDUCTION FROM THIS TRANSACTION TO THE FORM 8886 FILER IN THE AMOUNT OF $ 364,383. THE FORM 8886 FILER IS A TAX EXEMPT ENTITY FOR FEDERAL INCOME TAX PURPOSES AND DID NOT DERIVE ANY FEDERAL INCOME TAX SAVINGS FROM THE CONSERVATION EASEMENT CHARITABLE CONTRIBUTION. HOWEVER, THE FORM 8886 FILER DID ALLOCATE THESE CHARITABLE CONTRIBUTION DEDUCTIONS TO ITS DISBURSEMENTS FOR CHARITABLE PURPOSES AS REFLECTED ON ITS 2021 FORM 990-PF. "TAX RESULT PROTECTION" WAS NEITHER PROCURED NOR PROMISED TO THE FORM 8886 FILER.

    TY 2021 InvestmentsCorpStockSchedule
    Name:
    W EARL RICHARDS CHARITABLE
     
    FOUNDATION INC
    EIN:
    20-1939160
    Name of Stock End of Year Book Value End of Year Fair Market Value
    MARKETABLE SECURITIES 609,597 1,259,074

    TY 2021 InvestmentsOtherSchedule2
    Name:
    W EARL RICHARDS CHARITABLE
     
    FOUNDATION INC
    EIN:
    20-1939160
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    ARLINGTON DIVERSIFIED FUND, LLC FMV 1,758,210 2,098,584
    ARLINGTON GLOBAL VALUE FUND, LP FMV 5,526,532 7,414,843
    2673 CHERRY AVE (PARCEL 4) FMV 37,500 0
    2673 CHERRY AVE (PARCEL 3) FMV 37,500 165,000
    3050 WILKINSON RD (PARCEL 1) FMV 2,000 4,000
    3050 WILKINSON RD (PARCEL 2) FMV 70,000 183,000
    121 ACRES IN COLUMBIANA, AL FMV 242,000 302,000
    SAUNDERS BRIDGE (LOTS 35 & 36) FMV 440,000 250,000
    ARLINGTON PRIVATE EQUITY FUND II FMV 143,229 441,528
    .12 ACRES SHELBY COUNTY FMV 340 1,200
    FORT WALTON BUILDING (23 MIRACLE STRIP PKWY) FMV 1,400,000 695,000
    LOT 1-A SAUNDERS BRIDGE PROPERTY FMV 686,667 420,000
    40.17 ACRES W/ TP 40 FMV 184,754 120,000
    MILO'S HOLDINGS, LLC FMV 476,164 3,410,526
    HIGH HAMPTON HOLDINGS, LLC FMV 444,772 514,185
    GAC CAPITAL, LLC FMV 47,039 49,888

    TY 2021 OtherAssetsSchedule
    Name:
    W EARL RICHARDS CHARITABLE
     
    FOUNDATION INC
    EIN:
    20-1939160
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    LANDING FURNITURE INC. PROMISSORY NOTE 33,350 33,350 33,350


    TY 2021 OtherDecreasesSchedule
    Name:
    W EARL RICHARDS CHARITABLE
     
    FOUNDATION INC
    EIN:
    20-1939160
    Description Amount
    NONDEDUCTIBLE EXPENSES FROM PASSTHROUGH ENTITIES 9,285
    BASIS REDUCTION FOR IRC SEC. 47 CREDIT 16,278
    PRIOR PERIOD ADJUSTMENT 686,667


    TY 2021 OtherExpensesSchedule
    Name:
    W EARL RICHARDS CHARITABLE
     
    FOUNDATION INC
    EIN:
    20-1939160
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PASSTHROUGH DEDUCTIONS 168,147 168,147   0
    DUES 18,000 18,000   0
    REPAIRS & MAINTENANCE 55,677 55,677   0
    MISCELLANEOUS EXPENSES 14,424 14,424   0


    TY 2021 OtherIncomeSchedule2
    Name:
    W EARL RICHARDS CHARITABLE
     
    FOUNDATION INC
    EIN:
    20-1939160
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    UBIT FROM PASSTHROUGH ENTITIES 94,579   94,579
    INCOME/LOSS FROM PASSTHROUGHS -50,494 -50,494 -50,494


    TY 2021 OtherIncreasesSchedule
    Name:
    W EARL RICHARDS CHARITABLE
     
    FOUNDATION INC
    EIN:
    20-1939160
    Description Amount
    FMV OF DONATED PROPERTY IN EXCESS OF BASIS 362,264


    TY 2021 OtherProfessionalFeesSchedule
    Name:
    W EARL RICHARDS CHARITABLE
     
    FOUNDATION INC
    EIN:
    20-1939160
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FIDUCIARY FEES 22,716 22,716   0
    INVESTMENT MGMT FEE 127,454 127,454   0


    TY 2021 SubstantialContributorsSch
    Name:
    W EARL RICHARDS CHARITABLE
     
    FOUNDATION INC
    EIN:
    20-1939160
    Name Address
    ESTATE OF WILLIAM EARL RICHARDS
          		2000 MORRIS AVE SUITE 1300
    BIRMINGHAM,AL35203
    EARL RICHARDS REVOCABLE TRUST
          		2000 MORRIS AVE SUITE 1300
    BIRMINGHAM,AL35203
    ASSOCIATION OF RELATED CHURCHES (ARC)
          		1122 EDENTON STREET
    BIRMINGHAM,AL35242
    KENNETH H POLK 2000 MORRIS AVE SUITE 1300
    BIRMINGHAM,AL35203


    TY 2021 TaxesSchedule
    Name:
    W EARL RICHARDS CHARITABLE
     
    FOUNDATION INC
    EIN:
    20-1939160
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAXES 39,998 39,998   0