2016-08-11T18:29:43-05:00 2015-09-30 910189318 MOSS ADAMS LLP 101 SECOND STREET SUITE 900 SAN FRANCISCO CA 94105 990 2014-10-01 941225374 AMERICAN BAPTIST HOMES OF THE WEST AMER 9259247100 6120 STONERIDGE MALL ROAD 3RD FL PLEASANTON CA 94588 PAMELA S CLAASSEN CFO 9259247100 2016-08-11 1 LINDSEY PARNELL P00546853 4159561500 2016-08-10 2014 2017-02-10 21:41:12Z DAVID B FERGUSON 6120 STONERIDGE MALL ROAD 3RD FL PLEASANTON CA 94588 323306033 0 X WWW.ABHOW.COM X 1955 CA AMERICAN BAPTIST HOMES OF THE WEST, AS AN EXPRESSION OF CHRISTIAN MISSION, SEEKS TO ENHANCE THE INDEPENDENCE, WELL-BEING AND SECURITY OF OLDER PEOPLE THROUGH THE PROVISION OF HOUSING, HEALTH CARE AND SUPPORTIVE SERVICES. 14 14 1680 14 0 0 890732 895772 123936268 133710270 4341926 4233016 0 0 129168926 138839058 3012600 13358890 0 0 66940495 70654069 0 0 0 57485669 62891136 127438764 146904095 1730162 -8065037 446570475 457149278 422606044 450327124 23964431 6822154 SEE SCHEDULE O. 0 0 124472126 13358890 133710270 DIRECT RESIDENT CARE FOR SENIORS IN SEVEN CALIFORNIA LOCATIONS, INCLUDES INDEPENDENT LIVING AND ASSISTED LIVING, MEMORY CARE, NURSING, AND HOME CARE. ALSO INCLUDES OUTREACH AND WELNESS SERVICES; SERVICES INCLUDE HOUSING, MEALS PROGRAM, HOUSEKEEPING, MAINTENANCE AND ACTIVITIES. 124472126 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 302 0 1 1680 1 0 0 0 0 0 0 0 0 0 0 X 14 14 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 0 1 1 CA X X PAMELA S CLAASSEN 9259247117 6120 STONERIDGE MALL RD PLEASANTON CA 94588 RANDALL L STAMPER CHAIRMAN 8.00 8.00 X X 0 0 0 H DECLAN BROWN BOARD MEMBER 4.00 0.00 X 0 0 0 REV MICHELLE HOLMES BOARD MEMBER 4.00 0.00 X 0 0 0 BRUCE LAYCOOK VICE CHAIR 2.00 4.00 X X 0 0 0 DR JOEL MARTIN BOARD MEMBER 2.00 0.00 X 0 0 0 GLORIA P MARSHALL SECRETARY 2.00 2.00 X X 0 0 0 HARVEY ZIMMERMAN BOARD MEMBER 2.00 2.00 X 0 0 0 HECTOR M GONZALEZ BOARD MEMBER 2.00 0.00 X 0 0 0 JAMES ELLA JAMES BOARD MEMBER 2.00 0.00 X 0 0 0 KAREN J JENNEY BOARD MEMBER 2.00 0.00 X 0 0 0 REV DR MARCIA PATTON PHD BOARD MEMBER 2.00 2.00 X 0 0 0 REV DR SAMUEL CHETTI BOARD MEMBER 2.00 2.00 X 0 0 0 REV LLOYD HOWARD BOARD MEMBER 2.00 0.00 X 0 0 0 WALTER J CLARKE BOARD MEMBER 2.00 2.00 X 0 0 0 DAVID B FERGUSON PRESIDENT 24.00 16.00 X 684693 0 28258 PAMELA CLAASSEN CFO 20.00 20.00 X 385548 0 16454 S LOUISE RANKIN GENERAL COUNSEL 20.00 20.00 X 310042 0 20796 TARA MCGUINNESS REGIONAL OPS VP, CCRCS 36.00 4.00 X 197355 0 24448 KAY KALLANDER SR VP 40.00 0.00 X 928182 0 18218 TERESE JUNTZ SR VP HR 38.00 2.00 X 320577 0 4699 ANCEL ROMERO SR VP AH 40.00 0.00 X 271452 0 45171 JEFF GLAZE CHIEF OPERATIONS MGR 40.00 0.00 X 361454 0 34792 RUSSELL MAUK CONSTRUCTION REDEV VP 40.00 0.00 X 232535 0 6008 ALEX CANDALLA ED 40.00 0.00 X 205742 0 20991 ANDREW MCDONALD CORP CONTROLLER VP 20.00 20.00 X 209455 0 14746 GARY JOHNSON VP FIN'L ANALYSIS 40.00 0.00 X 208698 0 51876 MARK STEELE GNRL MGR INT'L COUNTRY VP 40.00 0.00 X 207743 0 59590 JOSEPH GERARDI CIO 20.00 20.00 X 245586 0 -5925 4769062 0 340122 44 0 1 0 SODEXO INC DEPT 43283 LOS ANGELES CA 90088 FOOD SERVICES 9502757 SUNSERI CONSTRUCTION INC 1930 G STREET SACRAMENTO CA 95811 CONSTRUCTION 7311621 AEGIS THERAPIES 1000 FIANNA WAY FORT SMITH AR 72919 NURSING SERVICES 4312928 BERTO VAN VEEN CONSTRUCTION 220 E CLARK AVE STE C ORCUTT CA 93455 CONSTRUCTION 1899351 COBALT FACILITIES INC 105 SERRA WAY SUITE 196 MILPITAS CA 95035 CONSTRUCTION 1409772 69 895772 895772 MONTHLY RESIDENCE SERVICE 623990 110302715 110302715 AMORT OF ENTRANCE FEES 623990 17192736 17192736 OTHER OPERATING REVENUE 623990 6214819 6214819 133710270 1759475 1759475 186940516 184466975 2473541 2473541 2473541 138839058 133710270 0 4233016 13358890 13358890 3890682 3890682 50976257 43032991 7943266 12226428 10616833 1609595 3560702 3075292 485410 303285 303285 773647 773647 337760 337760 4087364 1420572 2666792 4026527 3980103 46424 1813586 1064019 749567 620288 620288 12450930 11845987 604943 1072825 435722 637103 15615267 15615267 521034 521034 MEDICAL SUPPLIES 8814088 8582132 231956 HEALTH SERVICE EXPENSE 6988281 6988281 REPAIR & MAINTENANCE 1413678 1407723 5955 PENSION TERMINATION SET 1200000 1042021 157979 2852576 1485259 1367317 146904095 124472126 22431969 0 X 0 12484535 37807214 69792369 17415935 6510390 34089790 34089790 1148249 1427469 405094282 227973829 160243994 177120453 147902028 107518032 3506326 6754118 44456939 41452122 446570475 457149278 23286903 29505922 238415641 252307283 160903500 168513919 422606044 450327124 X 23964431 6822154 23964431 6822154 446570475 457149278 X -8065037 -6106615 -2970625 X 0 1 X 1 0 X 1445416 970929 1378819 890732 895772 5581668 132227386 136234706 116620395 123936268 133710270 642729025 133672802 137205635 117999214 124827000 134606042 648310693 1445416 959184 1370444 887232 895772 5558048 0 1445416 959184 1370444 887232 895772 5558048 642752645 1809666 1776185 1526169 1383926 1759475 8255421 1809666 1776185 1526169 1383926 1759475 8255421 135482468 138981820 119525383 126210926 136365517 656566114 0.97900 0.98730 0.01260 0.01270 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 10244306 10244306 327654127 205382047 122272080 740742 736636 4106 17306119 12875312 4430807 49148988 8979834 40169154 177120453 INTERCOMPANY RECEIVABLES 1762707 DUE FROM AMERICAN BAPTIST PROPERTIES 2000000 DUE FROM CCRC'S OUTSIDE OBLIGATED GROUP 14041231 DUE FROM BEACON AND AFFILIATES 6036246 DUE FROM OTHER RELATED PARTIES 3053017 OTHER RECEIVABLES 3595731 ALL OTHER ASSETS 10963190 41452122 DEPOSITS 8523876 ENTRANCE FEES NON-REFUNDABLE 80306440 ENTRANCE FEES SUBJECT TO REFUND 40389320 OTHER LIABILITIES 6280948 PENSION LIABILITY 6846273 REBATABLE ENTRANCE FEES DUE 19753381 WORKERS COMP LIABILITY 6413681 168513919 X 127172000 -6106615 -5222807 -11329422 138501422 337760 -124 337636 138839058 144314000 0 144314000 337760 2252335 2590095 146904095 PART X, LINE 2: THE CORPORATION IS A CALIFORNIA NONPROFIT CORPORATION AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND HAS BEEN GRANTED TAX-EXEMPT STATUS BY THE INTERNAL REVENUE SERVICE AND THE CALIFORNIA FRANCHISE TAX BOARD. THE CORPORATION ASSESSES UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH THE PROVISIONS OF THE FASB ASC TOPIC 740-10, INCOME TAXES. THE CORPORATION RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE CORPORATION RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. AT SEPTEMBER 30, 2015 AND 2014, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS. PART XI, LINE 2D - OTHER ADJUSTMENTS: UNREALIZED GAIN ON INTEREST RATE SWAPS AND CAPS 75,375. UNREALIZED LOSS ON MINIMUM PENSION OBLIGATION -3,046,000. EXTRAORDINARY LOSS ON EARLY RETIREMENT (RECLASSIFIED TO EXPENSES) -1,052,182. UNION PENSION TERMINATION SETTLEMENT (RECLASSIFIED TO EXPENSES) -1,200,000. PART XI, LINE 4B - OTHER ADJUSTMENTS: AUDIT ROUNDING -124. PART XII, LINE 4B - OTHER ADJUSTMENTS: AUDIT ROUNDING 153. EXTRAORDINARY LOSS ON EARLY RETIREMENT (RECLASSIFIED FROM REVENUE) 1,052,182. UNION PENSION TERMINATION SETTLEMENT (RECLASSIFIED FROM REVENUE) 1,200,000. 1 AMERICAN BAPTIST PROPERTIES 6120 STONERIDGE MALL ROAD 3RD FL PLEASANTON CA 94588 311558961 501(C)(3) 7573777 CAPITAL CONTRIBUTION BEACON COMMUNITIES FKA CARMEL SENIOR HOUSING INC 6120 STONERIDGE MALL ROAD 3RD FL PLEASANTON CA 94588 943085296 501(C)(3) 1449468 CAPITAL CONTRIBUTION CORNERSTONE INTERNATIONAL AFFILIATES 6120 STONERIDGE MALL ROAD 3RD FL PLEASANTON CA 94588 263257075 1000000 CAPITAL CONTRIBUTION SENIORITY PROPERTIES 6120 STONERIDGE MALL ROAD 3RD FL PLEASANTON CA 94588 371788767 3000000 CAPITAL CONTRIBUTION AMERICAN BAPTIST HOMES FOUNDATION OF THE WEST 6120 STONERIDGE MALL ROAD 3RD FL PLEASANTON CA 94588 237039408 501(C)(3) 335004 CAPITAL CONTRIBUTION 3 2 SCHEDULE I, PART II AND 990, PART IX, LINE 1 ON SEPTEMBER 22, 2015, THE ABHOW BOARD OF DIRECTORS VOTED TO ACCEPT RECEIPT OF THE NET ASSETS OF AMERICAN BAPTIST PROPERTIES (ABP) IN FULL SATISFACTION OF INTERCOMPANY LIABILITIES FROM ABP TO ABHOW. AS SUCH, ASSETS, INCLUDING ABP'S OWNERSHIP OF LAS VENTANAS SERIES A, B AND C BONDS, IN THE AMOUNT OF $6,959,288 AND ABP'S $532,589 DEFERRED GAIN ON THE SALE OF BOISE LAND WERE TRANSFERRED TO ABHOW AND $17,114,591 IN INTERAFFILIATE OBLIGATIONS WERE SATISFIED. AS A RESULT OF THIS TRANSACTION ABHOW RECORDED A REDUCTION IN NET ASSETS OF $7,573,777 AND ABP RECORDED AN EQUALLY OFFSETTING INCREASE IN NET ASSETS. IN EXCHANGE FOR THE TRANSFER OF AFFORDABLE HOUSING RELATED ASSETS AND LIABILITIES, BEACON COMMUNITIES INTO INTERAFFILATE NOTES WITH ABHOW WHICH ARE PAYABLE UPON BEACON'S ABILITY TO ACHIEVE CERTAIN LEVELS OF CASH FLOW AND OPERATING MARGIN. THESE NOTES ARE INCLUDED IN NOTES AND BONDS PAYABLE AND OTHER RECEIVABLES ON THE BALANCE SHEETS OF BEACON AND ABHOW, RESPECTIVELY. A REMAINING AMOUNT OF $1,541,580 OF ASSETS TRANSFERRED WERE RECORDED AS A CAPITAL CONTRIBUTION FROM ABHOW TO BEACON. CORNERSTONE AFFILIATES INTERNATIONAL WAS FORMED TO CONDUCT ACTIVITIES SURROUNDING THE DEVELOPMENT OF INTERNATIONAL SENIOR HOUSING CONSULTING AND MANAGEMENT BUSINESS OPPORTUNITIES. A $1 MILLION CAPITAL CONTRIBUTION FROM ABHOW WAS MADE IN FY 2015 TO SUPPORT THOSE ACTIVITIES. REMAINING COMMITMENTS RELATED TO INTERNATIONAL ACTIVITIES WERE COMPLETED DURING FY 2016. SENIORITY PROPERTIES RECEIVED A $3 MILLION CAPITAL CONTRIBUTION TO BE UTILIZED FOR OPERATIONAL SUPPORT AND EQUITY INVESTMENT IN CERTAIN COMMUNITIES FOR WHICH SENIORITY, INC. PROVIDES MANAGEMENT AND CONSULTING SERVICES. ABHOW PROVIDED A $335,004 CAPITAL CONTRIBUTION TO THE AMERICAN BAPTIST HOMES FOUNDATION OF THE WEST TO PARTIALLY OFFSET FOUNDATION ADMINISTRATIVE COSTS AND SUPPORT ENDOWMENT GROWTH. X X X 1 1 X X X X 0 1 0 0 0 0 0 0 0 DAVID B FERGUSON PRESIDENT 530427 0 137836 0 16430 0 14314 0 13944 0 712951 0 137836 0 PAMELA CLAASSEN CFO 321943 0 56256 0 7349 0 348 0 16106 0 402002 0 56256 0 S LOUISE RANKIN GENERAL COUNSEL 273912 0 27500 0 8630 0 5193 0 15603 0 330838 0 27500 0 TARA MCGUINNESS REGIONAL OPS VP, CCRCS 164383 0 18504 0 14468 0 9275 0 15173 0 221803 0 18504 0 KAY KALLANDER SR VP 238452 0 23296 0 666434 0 7385 0 10833 0 946400 0 23296 0 TERESE JUNTZ SR VP HR 246961 0 36650 0 36966 0 -11098 0 15797 0 325276 0 36650 0 ANCEL ROMERO SR VP AH 228095 0 38782 0 4575 0 30121 0 15050 0 316623 0 38782 0 JEFF GLAZE CHIEF OPERATIONS MGR 292732 0 45143 0 23579 0 14365 0 20427 0 396246 0 45143 0 RUSSELL MAUK CONSTRUCTION REDEV VP 195286 0 35358 0 1891 0 -10827 0 16835 0 238543 0 35358 0 ALEX CANDALLA ED 168371 0 26907 0 10464 0 12430 0 8561 0 226733 0 26907 0 ANDREW MCDONALD CORP CONTROLLER VP 184596 0 24501 0 358 0 -1571 0 16317 0 224201 0 24501 0 GARY JOHNSON VP FIN'L ANALYSIS 188971 0 16986 0 2741 0 38984 0 12892 0 260574 0 16986 0 MARK STEELE GNRL MGR INT'L COUNTRY VP 198132 0 5775 0 3836 0 46319 0 13271 0 267333 0 5775 0 JOSEPH GERARDI CIO 217647 0 21115 0 6824 0 -9477 0 3552 0 239661 0 21115 0 PART I, LINE 1A THE CHIEF EXECUTIVE OFFICER RECEIVES REIMBURSEMENT FOR SPOUSAL TRAVEL AND CLUB DUES. REIMBURSEMENT FOR SPOUSAL TRAVEL IS TREATED AS ADDITIONAL TAXABLE INCOME. THE ORGANIZATION HAS A WRITTEN POLICY THAT REQUIRES SUBSTANTIATION OF THESE EXPENSES PRIOR TO REIMBURSEMENT. THE TOTAL OF THESE EXPENSES FOR THE FILING PERIOD WAS UNDER $15,000. THE CEO HAS A "DISCRETIONARY SPENDING ACCOUNT" THAT IS INCLUDED AS PART OF THE EXECUTIVE OFFICE CONTINGENCY BUDGET. ALL EXPENDITURES OF THESE FUNDS ARE SUBJECT TO CUSTOMARY APPROVAL PROCESSES AND ARE REVIEWED ON A RETROSPECTIVE BASIS WITH THE SUPPORTING DOCUMENTATION BY THE BOARD CHAIR OR COMPENSATION COMMITTEE. PART I, LINE 4B INDIVIDUALS LISTED IN SCHEDULE J PARTICIPATE IN A NON-QUALIFIED DEFERRED COMPENSATION IRC 457(F) PLAN. THE BENEFITS UNDER THE 457(F) PLAN ARE DISCRETIONARY AND DO NOT VEST UNTIL THE PARTICIPANT REACHES AGE 65, DIES, BECOMES DISABLED OR IS INVOLUNTARY TERMINATED WITHOUT CAUSE. NO BENEFITS ARE DUE TO PARTICIPANTS WHO TERMINATE THEIR EMPLOYMENT PRIOR TO AGE 65. IN THE YEAR THAT PARTICIPANTS TURN 65, MATERIAL AMOUNTS OF ONE-TIME COMPENSATION WILL BE REPORTED IN THE SCHEDULE J. SCHEDULE J, PART II, COLUMN (C) NEGATIVE AMOUNTS IN SCHEDULE J PART II COLUMN C ARE CAUSED BY ACTUARIAL CHANGES TO THE 457 (F) PLAN. PART III, ADDITIONAL INFORMATION: AMERICAN BAPTIST HOMES OF THE WEST (ABHOW) HAS A FISCAL YEAR THAT ENDS SEPTEMBER 30, AND AS SUCH AMOUNTS REPORTED AS REQUIRED IN SCHEDULE J FOR THE CALENDAR YEAR DO NOT DIRECTLY TIE TO ABHOW AND AFFILIATE'S AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 2015. SCHEDULE J REQUIRES CALENDAR YEAR REPORTING OF BOTH ACCRUED AND PAID INCENTIVE COMPENSATION AND VESTED RETIREMENT DISTRIBUTIONS. AS A RESULT, COLUMN (E) OF SCHEDULE J IN SOME CASES AGGREGATES TWO YEARS OF THIS COMPENSATION AND SIGNIFICANTLY OVERSTATES ACTUAL ANNUAL REMUNERATION. A CA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY 680164610 130795T31 2010-02-24 103689395 SEE PART VI 0 0 0 B CA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY 680164610 2012-01-05 20000000 CONSTRUCT & EQUIP FACILITY 0 0 0 C CA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY 680164610 1307957Y7 2013-02-07 73032496 CONSTRUCT & EQUIP FACILITY 0 0 0 D CA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY 680164610 13080SGV0 2015-05-28 55845517 SEE PART VI 0 0 0 A 2945000 105223001 6416427 158085 1145735 20438770 81851370 2014 1 0 1 1 B 1050000 20000000 20000000 2014 0 0 1 1 C 73978808 2641237 5755949 1452500 20601689 43527433 0 0 0 1 D 55792873 11000000 35844201 8948672 1 0 0 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 0 B 0 0 0 0 0.00000 0.00000 0.00000 0 0 0 C 0 0 0 0 0.00000 0.00000 0.00000 0 0 0 D 0 0 0 0 0.00000 0.00000 0.00000 0 0 0 A 0 0 1 1 0 0 1 SEE PT VI 17.500000000000 1 1 0 B 0 0 0 1 1 0 0 0 0 C 0 1 0 0 0 0 0 0 0 D 0 1 1 0 0 0 0 0 0 A 0 B 0 C 0 D 0 SCHEDULE K, PART IV, ARBITRAGE, LINE 2C: (A) ISSUER NAME: CA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 01/31/2015 (A) ISSUER NAME: CA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 01/31/2014 NOTE REGARDING THE 1/31/2014 REBATE COMPUTATION: THIS DEBT WAS ISSUED ON A DRAW-DOWN BASIS AND AMOUNTS WERE DRAWN AS PROJECT COSTS WERE INCURRED. AS NO REBATABLE ARBITRAGE WAS EARNED AND THE DEBT SERVICE FUND WAS OPERATED ON A BONA FIDE BASIS, NO FURTHER REBATE ANALYSIS IS NECESSARY. PART I, ROW A, COLUMN (F) - CONSTRUCTION OF FACILITIES & REFUND PRIOR BONDS-10/30/97,4/1/98,4/1/98,3/1/02 PART I, ROW D, COLUMN (F) - RENOVATE FACILITY & REFUND PRIOR ISSUE (9/26/06) PART II, LINE 3 - THE TOTAL PROCEEDS DO NOT AGREE TO THE ISSUE PRICE IN PART I, COLUMN (E) DUE TO INVESTMENT EARNINGS / MARKET VALUE FLUCTUATIONS. PART II, LINE 3 - THE TOTAL PROCEEDS DO NOT EQUAL THE SUMMATION OF LINES 4 -12 DUE TO TRANSFERRED OR REPLACEMENT PROCEEDS IN LINE 4. PART IV, COLUMN B, LINE 5B - LEHMAN BROTHERS SPECIAL FINANCING INC. SCHEDULE K, PART III, LINE 9 ABHOW HAS NOT HAD A SALE OR LEASE OF ASSETS THAT WOULD POTENTIALLY TRIGGER A NONQUALIFIED USE. AS PART OF DUE DILIGENCE AROUND EACH BOND ISSUE, DETAILED QUESTIONS ARE CONSIDERED AROUND MAINTAINING BONDS SUPPORTING ONGOING QUALIFIED USES. PROCEDURES TO REMEDIATE BONDS HAVE NOT BEEN REQUIRED TO BE EXECUTED AND HAVE NOT BEEN WRITTEN IN DETAIL FOR EACH ISSUE. FORM 990, PART III, LINE 1 - ORGANIZATION MISSION A PIONEERING LEADER IN THE SENIOR LIVING INDUSTRY, AMERICAN BAPTIST HOMES OF THE WEST (ABHOW) HAS LED THE INDUSTRY IN HELPING FORM THE CONTINUING CARE RETIREMENT CONCEPT. ABHOW IS A LONG TIME RESPECTED NON-PROFIT PROVIDER OF RESIDENTIAL AND NURSING CARE FOR THE ELDERLY. ITS FOUNDERS CONTRIBUTED SIGNIFICANTLY TO THE FORMATION OF STATE AND NATIONAL STANDARDS AND INDUSTRY TRADE GROUPS. THE MISSION OF THE ORGANIZATION IS TO ENHANCE THE INDEPENDENCE, WELL-BEING AND SECURITY OF OLDER PERSONS THROUGH THE PROVISION OF HOUSING, HEALTH CARE AND SUPPORTIVE SERVICES. IT ACCOMPLISHES ITS MISSION THROUGH A COMMITMENT TO SOCIAL RESPONSIBILITY AND SOCIAL ACCOUNTABILITY THROUGHOUT THE ORGANIZATION. FORMAL PROCESSES HAVE BEEN PUT IN PLACE THROUGH (1) CONDUCTING COMMUNITY NEEDS ASSESSMENTS, (2) DOCUMENTING AND PUBLISHING SOCIAL RESPONSIBILITY PROGRAMS, (3) PROVIDING FUNDING TO SUPPORT THE ORGANIZATION'S CHARITABLE CARE INITIATIVES, AND (4) DEVELOPING FORMAL REPORTING PROCESSES AND FORMS TO ASSESS, DOCUMENT AND REPORT ALL THAT THE ORGANIZATION CONTINUES TO DO IN ITS COMMITMENT TO SOCIAL RESPONSIBILITY AND CHARITABLE CARE. ABHOW ACHIEVES ITS CHARITABLE OBJECTIVES THROUGH: -RESEARCH WITH OTHER ORGANIZATIONS -EDUCATIONAL ACTIVITIES INVOLVING STAFF, RESIDENTS AND AGING SERVICES PROFESSIONALS -SUBSIDIZED ALLOWANCES TO RESIDENTS UNABLE TO PAY FULLY ESTABLISHED RATES -PAYMENT FOR ITEMS NOT REIMBURSED BY OTHER 3RD PARTY CONTRACTS -SUPPORT GROUPS FOR NON-RESIDENTS -USE OF FACILITIES BY THE COMMUNITY -COMMUNITY CHARITY AND VOLUNTEER SUPPORT -OTHER COMMUNITY BENEFITS TO RESIDENTS OF ABHOW AND TO THE COMMUNITY AT LARGE SCHEDULE O, ADDITIONAL OPTIONAL DISCLOSURE AMERICAN BAPTIST HOMES OF THE WEST (ABHOW), AS REFLECTED IN ITS AUDITED FINANCIAL STATEMENTS, ENCOMPASSES A LARGE NUMBER OF LEGAL ENTITIES WITH SEPARATE FORM 990'S. AS SUCH, REVIEWING JUST THE FORM 990 FOR THE LEGAL ENTITY PROVIDES AN INCOMPLETE REFLECTION OF TOTAL ACTIVITIES. TO MORE DIRECTLY ASSOCIATE THE FORM 990 WITH ABHOW'S AUDIT FOR FY 2015, PART IX OF THE FORM 990 SHOULD BE COMPARED WITH THE COLUMN ENTITLED "ABHOW OBLIGATED GROUP" ON PAGE 55 OF THE AUDITED FINANCIAL STATEMENTS AND PART X OF THE 990 SHOULD BE COMPARED WITH THE COLUMN ENTITLED "ABHOW OBLIGATED GROUP" ON PAGE 54 OF THE AUDITED FINANCIAL STATEMENTS. THE FORM 990 IS A VERY DIFFICULT FORMAT IN WHICH TO DESCRIBE THE ENTIRE ORGANIZATIONAL STRUCTURE OF ABHOW AND ITS PARENTS, CORNERSTONE. THE OPERATIONS OF THE LEGAL ENTITY, ABHOW, MUST BE COMBINED WITH THE OPERATIONS OF AMERICAN BAPTIST HOMES FOUNDATION OF THE WEST FOR PURPOSES OF COMPLIANCES WITH BOND COVENANTS FOR DEBT INSTRUMENTS. ADDITIONAL INFORMATION ON ABHOW AND ITS AFFILIATES CAN BE OBTAINED FROM ABHOW'S WEBSITE AT WWW.ABHOW.COM AS WELL FROM WWW.GUIDESTAR.ORG OR THROUGH CONTACTING THE CORPORATE OFFICE AT (925) 924-7100. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS TWO CATEGORIES OF CORPORATE MEMBERS: REGULAR CORPORATE MEMBERS AND HONORARY CORPORATE MEMBERS. THE REGULAR CORPORATE MEMBERS ARE COMPRISED AS FOLLOWS: (I) THE CHAIR OF EACH CONTINUING CARE RETIREMENT COMMUNITY BOARD OF DIRECTORS (OR TRUSTEES) OR ADVISORY BOARD EITHER OWNED BY AMERICAN BAPTIST HOMES OF THE WEST OR OF WHICH AMERICAN BAPTIST HOMES OF THE WEST IS THE SOLE CORPORATE MEMBER. (II) THE CHAIR OF EACH AFFORDABLE HOUSING COMMUNITY BOARD EITHER OWNED BY AMERICAN BAPTIST HOMES OF THE WEST OR OF WHICH AMERICAN BAPTIST HOMES OF THE WEST IS THE SOLE CORPORATE MEMBER. (III) THREE (3) PERSONS, WHO SHALL BE MEMBERS OF AN AMERICAN BAPTIST CHURCH LOCATED IN THE GEOGRAPHIC AREA WHERE THIS CORPORATION OWNS OR IS SOLE MEMBER OF A CONTINUING CARE RETIREMENT COMMUNITY OR AN AFFORDABLE HOUSING COMMUNITY. THE LENGTH OF EACH TERM SHALL BE THREE (3) YEARS, AND THE TERMS SHALL BE STAGGERED SO THAT ONE EXPIRES EACH YEAR. THE PERSONS SELECTED SHALL SERVE FOR THE ENTIRE TERM, PROVIDED THEY REMAIN QUALIFIED. (IV) SUFFICIENT AT-LARGE MEMBERS TO ASSURE THAT A MAJORITY OF REGULAR CORPORATE MEMBERS ARE MEMBERS OF AN AMERICAN BAPTIST CHURCH OR AN AMERICAN BAPTIST CHURCH CONGREGATION. HONORARY CORPORATE MEMBERS INCLUDE: A REGULAR CORPORATE MEMBER OR DIRECTOR WHO HAS SERVED FOR A MINIMUM OF THREE (3) TERMS OR HAS SERVED FOR A MINIMUM OF TWO (2) TERMS AND HAS ATTAINED THE AGE OF SEVENTY (70) YEARS, OR A RETIRED OFFICER OF THIS CORPORATION, MAY BE ELECTED BY THE CORPORATE MEMBERS AS AN HONORARY CORPORATE MEMBER. THIS POSITION SHALL BE RESERVED FOR THOSE CORPORATE MEMBERS, DIRECTORS OR RETIRED OFFICERS WITH A RECORD OF UNUSUAL AND DISTINCTIVE SERVICE. HONORARY CORPORATE MEMBERS SHALL BE ENTITLED TO RECEIVE NOTICE OF ALL MEETINGS OF THE CORPORATE MEMBERS, TO ATTEND AND SPEAK AT ALL SUCH MEETINGS AND TO RECEIVE MINUTES OF ALL MEETINGS OF THE CORPORATE MEMBERS. THEY SHALL NOT HAVE THE POWER TO VOTE NOR SHALL THEY BE COUNTED TOWARD A QUORUM. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF DIRECTORS IS COMPRISED OF FIFTEEN (15) PERSONS. THEY ARE: (I). SEVEN DIRECTORS SHALL BE ELECTED AT-LARGE BY THE REGULAR CORPORATE MEMBERS. THREE OF THE AT-LARGE DIRECTORS SHALL BE THE SAME MEMBERS WHO SERVE AS CORPORATE MEMBERS OF THIS CORPORATION. (II). THE REMAINING EIGHT (8) DIRECTORS SHALL BE APPOINTED BY CORNERSTONE. NOTWITHSTANDING THE FOREGOING, THESE DIRECTORS SHALL BE ELECTED BY THE REGULAR CORPORATE MEMBERS (AND WILL THEREUPON BE CONSIDERED ADDITIONAL AT-LARGE DIRECTORS) IF THE REGULAR CORPORATE MEMBERS, BY A VOTE OF AT LEAST TWO-THIRDS (2/3'S) OF ALL OF THE REGULAR CORPORATE MEMBERS, DETERMINE THAT CORNERSTONE OR THIS CORPORATION HAS PERSISTENTLY AND INTENTIONALLY ACTED IN A MANNER CONTRARY TO THE MISSION STATEMENT OF THIS CORPORATION OR THAT THIS CORPORATION HAS UNDERTAKEN OR PROPOSED TO UNDERTAKE ACTION FOR WHICH AN EXTRAORDINARY MAJORITY VOTE IS REQUIRED UNDER ARTICLE V, SECTION 6 WITHOUT OBTAINING SUCH VOTE. SUCH DETERMINATION SHALL BE MADE ON THE BASIS OF A WRITING DETAILING WITH SPECIFICITY THE NATURE OF THE ACTION(S) AT ISSUE. NO VOTE WITH RESPECT TO SUCH ACTION(S) SHALL BE TAKEN WITHOUT PROVIDING 30 DAYS WRITTEN NOTICE OF SAME TO THE BOARD OF DIRECTORS OF CORNERSTONE AND PROVIDING THE BOARD OF DIRECTORS OF CORNERSTONE AN ADDITIONAL 30 DAYS IN WHICH TO MEET WITH RESPECT TO THE ACTION (S) AT ISSUE AND CURE THE MATTER SAME TO THE SATISFACTION OF THE REGULAR CORPORATE MEMBERS. FORM 990, PART VI, SECTION A, LINE 7B THE FUNCTIONS OF THE CORPORATE MEMBERS SHALL INCLUDE: A. TO ELECT THE AT-LARGE AND HONORARY CORPORATE DECISIONS OF GOVERNING BODY MEMBERS AND AT-LARGE DIRECTORS; B. TO REVIEW THE ANNUAL REPORT AND OTHER PERIODIC REPORTS AND TO ADOPT THE AUDIT; C. TO EXERCISE ANY AUTHORITY GRANTED BY THE ARTICLES OF INCORPORATION OF THIS CORPORATION, THESE BYLAWS OR THE LAWS OF THE STATE OF CALIFORNIA. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS REVIEWED BY THE CFO AND THE AUDIT COMMITTEE AND FURNISHED TO THE BOARD OF DIRECTORS PRIOR TO FILING. ABHOW COMPLETED AN AFFILIATION WITH SOUTHERN CALIFORNIA PRESBYTERIAN HOMES EFFECTIVE MAY 1, 2016 THAT RESULTED IN A SUBSTANTIAL CHANGE IN BOARD MEMBERS IN THE GOVERNING BODY. FOR THE FY 2015 FISCAL YEAR, MANAGEMENT RECEIVED APPROVAL TO FILE THE FORM 990 WITHOUT PROVIDING IT IN ADVANCE TO THE BOARD GIVEN THAT THOSE IN THE GOVERNING BODY DID NOT HAVE OVERSIGHT OF THE OPERATIONAL YEAR PRESENTED IN THE RETURN. THE INTENT OF MANAGEMENT IS TO MAKE FUTURE RETURNS AVAILABLE TO THE FINANCE COMMITTEE AND BOARD IN ADVANCE OF FILING. FORM 990, PART VI, SECTION B, LINE 12C EVERY YEAR, ABHOW DIRECTORS AND OFFICERS ARE ASKED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE ALONG WITH A STATEMENT OF COMMITMENT. THESE DOCUMENTS ARE AIMED AT INFORMING ABHOW AND ITS AFFILIATED ENTITIES OF ANY CONFLICTS THAT SHOULD BE REVEALED. DUTY TO DISCLOSE. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, DIRECTORS AND OFFICERS MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES, WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST A. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE GOVERNING BOARD OR COMMITTEE MEETING, BUT AFTER THE PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. B. THE CHAIR OF THE GOVERNING BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. C. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER ABHOW CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. D. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN ABHOWS BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER IT IS FAIR AND REASONABLE TO ABHOW AND SHALL MAKE ITS DECISION AS THE WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY A. IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. B. IF, AFTER HEARING THE RESPONSE OF THE MEMBER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE MEMBER HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. FORM 990, PART VI, SECTION B, LINE 15A COMPENSATION OF THE PRESIDENT AND CFO OF AMERICAN BAPTIST HOMES OF THE WEST IS REVIEWED ANNUALLY FOR MARKET COMPETITIVENESS AND INTERMEDIATE SANCTIONS COMPLIANCE BY A COMPENSATION COMMITTEE OF THE BOARD. COMPENSATION OF OTHER OFFICERS AND KEY EMPLOYEES IS REVIEWED BY THE CEO WITH DISCLOSURE TO THE COMPENSATION COMMITTEE OF THE BOARD. THE BOARD MEMBERS AND CEO ARE INDEPENDENT WITH RESPECT TO THE INDIVIDUALS WHOSE COMPENSATION IS BEING REVIEWED. THE BOARD AND PRESIDENT RELY UPON WAGE AND SALARY STUDIES AND/OR REGULAR REVIEW BY A COMPENSATION CONSULTANT TO PROVIDE COMPARABLE SALARY DATA FOR THEIR CONSIDERATION. DECISIONS REGARDING COMPENSATION ARE DOCUMENTED ON A CONTEMPORANEOUS BASIS. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE AVAILABLE FOR INSPECTION UPON REQUEST. FINANCIAL AND OTHER DATA IS AVAILABLE ON ABHOWS WEBSITE, ABHOW.COM, AS WELL AS ON THE WEBSITE OF THE MUNICIPAL SECURITIES RULEMAKING BOARD ORGANIZATION (MSRB), ELECTRONIC MUNICIPAL MARKET ACCESS, EMMA.MSRB.ORG, USING ONE OF THE FOLLOWING ABHOW CUSIP NUMBERS: 130795S73 130795S81 130795S99 130795T23 130795T31 AND THEN SELECTING INFORMATION TO REVIEW FROM THE "CONTINUING DISCLOSURE" TAB. PART VI, SECTION B, QUESTION 16: ABHOW CURRENTLY HAS A MINORITY INTEREST IN MASTERPIECE LIVING, LLC. THE ENTITY PROVIDES A HOLISTIC WELLNESS PROGRAM IN WHICH A NUMBER OF ABHOW MANAGED COMMUNITIES PARTICIPATE. ACCORDINGLY, THE ACTIVITIES OF MASTERPIECE LIVING, LLC ARE CONSISTENT WITH THE EXEMPT PURPOSES OF ABHOW. ALL JOINT VENTURE AND INVESTMENT ACTIVITIES OF ABHOW ARE REVIEWED TO ENSURE THAT THE EXEMPT STATUS OF ABHOW IS PROTECTED. 990, PART X IN 2015 RESIDENT ACCOUNTS RECEIVABLE IS REFLECTED IN ACCOUNTS RECEIVABLE AND AMOUNTS DUE FROM AFFILIATES ARE REFLECTED IN OTHER ASSETS. DUE FROM CCRC'S OUTSIDE THE COG INCLUDES INTEREST ON SUBORDINATED DEBT AND DEFERRED MANAGEMENT FEES OF $6.6 MILLION FROM TSJG AND LVRC AND AN INTERAFFILIATE ADVANCE TO JUDSON PARK OF $6.4 MILLION. DUE FROM BEACON RELATES TO THE SPIN OUT OF ACTIVITIES PREVIOUSLY ACCOUNTED FOR WITHIN ABHOW AS FURTHER DESCRIBED IN NOTE 1 PAGE 12 TO THE AUDITED FINANCIALS. RELATED PARTY RECEIVABLES PRIMARILY RELATE TO CASH ADVANCES TO SUPPORT SENIORITY OPERATIONS. FORM 990, PART XI, LINE 9: UNREALIZED GAIN ON INTEREST RATE SWAPS AND CAPS 75,375. UNREALIZED LOSS ON MINIMUM PENSION OBLIGATION -3,046,000. 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