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 860176446 AMERICAN BAPTIST ESTATES INC AMER 9259247100 6120 STONERIDGE MALL ROAD 3RD FL PLEASANTON CA 94588 PAMELA S CLAASSEN CFO 9259247100 2016-08-11 1 LINDSEY PARNELL P00546853 4159561500 2016-08-11 2014 2016-12-15 16:53:06Z THE TERRACES OF PHOENIX JEFF GLAZE 6120 STONERIDGE MALL ROAD 3RD FL PLEASANTON CA 94588 27306612 0 X WWW.THETERRACESPHOENIX.COM X 1959 AZ A DIVERSE, CARING, VIBRANT, INTERFAITH COMMUNITY THAT VALUES EACH PERSON'S UNIQUENESS THRU SPIRITUAL FULFILLMENT, INTELLECTUAL ENHANCEMENT, PHYSICAL HEALTH ANDSOCIAL ENGAGEMENT. OUR SENIOR ADULTS ARE ENCOURAGED TO SUSTAINAND ENHANCE THEIR INDEPENDENCE AT ALL STAGES OF LIFE. 8 8 274 8 0 0 596216 34688 20291890 20670087 251735 275408 0 0 21139841 20980183 0 0 0 0 9442535 9824993 0 0 0 13169889 12605987 22612424 22430980 -1472583 -1450797 68123965 67041685 115137965 115597514 -47014000 -48555829 SEE SCHEDULE O 0 0 20545483 20670087 AMERICAN BAPTIST ESTATES IS A CCRC THAT PROVIDES HOUSING AND HEALTH CARE FOR THE ELDERLY. 20545483 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 42 0 1 274 1 0 0 0 0 0 0 0 0 0 0 X 8 8 0 1 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 0 0 AZ X X PAMELA CLAASSEN 9259247117 6120 STONERIDGE MALL ROAD 3RD FL PLEASANTON CA 94588 ALICE STARZINSKI BOARD MEMBER 2.00 0.00 X 0 0 0 BILL BEAMON GERRY CHAIR 2.00 0.00 X X 0 0 0 CAROL L CHILDRESS BOARD MEMBER 2.00 0.00 X 0 0 0 CHRISTINE S BROCHICK BOARD MEMBER 2.00 0.00 X 0 0 0 DAVID DAVIES BOARD MEMBER 2.00 0.00 X 0 0 0 GENE BUCHLI BOARD MEMBER 2.00 0.00 X 0 0 0 JEANNETTE WRIGHT SECRETARY 2.00 0.00 X X 0 0 0 STAN SUTPHIN BOARD MEMBER 2.00 0.00 X 0 0 0 DAVID C HELGESON PHD BOARD MEMBER (THROUGH 2/2015) 2.00 0.00 X 0 0 0 JEFF GLAZE PRESIDENT 2.00 38.00 X 0 361454 34792 PAMELA S CLAASSEN CFO 2.00 38.00 X 0 385548 16454 TOM DOROUGH EXECUTIVE DIRECTOR 40.00 0.00 X 152677 0 15319 ADAM UTAN DIRECTOR HEALTH SERVICES 40.00 0.00 X 124094 0 7532 MARCIA KOOIMAN DIRECTOR NURSING 40.00 0.00 X 108319 0 7599 385090 747002 81696 3 0 1 0 SODEXO PO BOX 536922 ATLANTA GA 30353 DINING SERVICES 1820952 STEVENS LEINWEBER CONSTRUCTION INC 9590 E IRONWOOD SQUARE DR SCOTTSDALE AZ 85258 CONSTRUCTION 914842 AEGIS THERAPIES INC PO BOX 8103 FORT SMITH AR 72902 NURSING 880728 MILLER WEBER KORY LLP 506 E PORTLAND ST PHOENIX AZ 85004 LEGAL 750000 GORDON REES LLP 275 BATTERY ST SAN FRANCISCO CA 94111 LEGAL 109057 8 28188 6500 34688 MONTHLY FEES 623990 19589693 19589693 AMORTIZATION OF ENTRY FEES 623990 808186 808186 OTHER OPERATING REVENUE 623990 272208 272208 20670087 232328 232328 6369509 6326429 43080 43080 43080 20980183 20670087 0 275408 7742044 7397845 344199 1328845 1269767 59078 754104 720578 33526 1188474 1188474 28853 28853 57414 57414 18143 18143 774742 754500 20242 1119190 1119190 321016 305025 15991 2028374 2028374 88643 76813 11830 2927017 2927017 279204 279204 SUPPLIES 1804737 1799360 5377 NURSING ANCILLARY SERVI 1123935 1123935 REPAIRS AND MAINTENANCE 222598 222598 BAD DEBT EXPENSE 44680 44680 578967 521277 57690 22430980 20545483 1885497 0 3748626 3833524 0 2343822 525400 2846331 1277012 98196 47077 56178 19530 29058 82272639 32552882 51823144 49719757 8828853 6702479 1854323 1412340 68123965 67041685 4091045 3304268 48615000 47550000 800000 800000 61631920 63943246 115137965 115597514 X -47014000 -48555829 -47014000 -48555829 68123965 67041685 -1450797 -93034 2002 0 X X 0 1 X 1 0 X 28428 35740 27588 596216 34688 722660 20603576 21327895 20594225 20291890 20670087 103487673 20632004 21363635 20621813 20888106 20704775 104210333 28428 35740 27588 592216 28188 712160 0 28428 35740 27588 592216 28188 712160 103498173 223163 205259 203347 213990 232328 1078087 223163 205259 203347 213990 232328 1078087 20855167 21568894 20825160 21102096 20937103 105288420 0.98300 0.99050 0.01020 0.00950 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 160876 160876 72875569 25903596 46971973 4523917 3636129 887788 4712277 3013157 1699120 49719757 DEPOSITS 34000 ENTRANCE FEES NON-REFUNDABLE 4745767 ENTRANCE FEES SUBJECT TO REFUND 974037 LONG TERM NOTES PAYABLE 12000000 OTHER LIABILITIES 79634 REBATABLE ENTRANCE FEES DUE 46109808 63943246 X 20868000 -93034 -93034 20961034 18143 1006 19149 20980183 22410000 0 22410000 18143 2837 20980 22430980 PART X, LINE 2: 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 THAN 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 4B - OTHER ADJUSTMENTS: AUDITED FINANCIAL STATEMENT ROUNDING 1,006. PART XII, LINE 4B - OTHER ADJUSTMENTS: AUDITED FINCANCIAL STATEMENT ROUNDING 835. PRIOR PERIOD ADJUSTMENT 2,002. 0 1 0 0 0 0 0 0 0 JEFF GLAZE PRESIDENT 0 292732 0 45143 0 23579 0 14365 0 20427 0 396246 0 45143 PAMELA S CLAASSEN CFO 0 321943 0 56256 0 7349 0 348 0 16106 0 402002 0 56256 TOM DOROUGH EXECUTIVE DIRECTOR 129831 0 21794 0 1052 0 13793 0 1526 0 167996 0 21794 0 PART I, LINE 4B IN ADDITION, ALL 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 65, DIES, BECOMES DISABLED OR IS INVOLUNTARILY 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. PART II - ADDITIONAL INFORMATION THE EXECUTIVE DIRECTORS (EDS) OF ABHOW MANAGED COMMUNITIES ARE EMPLOYEES OF ABHOW AND THEIR COMPENSATION IS FULLY REIMBURSED TO ABHOW FROM THEIR COMMUNITY. THE EDS DO NOT QUALIFY UNDER THE DEFINITIONS AS A "KEY EMPLOYEE" FOR ABHOW. SINCE THE ED ROLE IS SO SIGNIFICANT IN THE COMMUNITY AND THE COMPENSATION IS FULLY REIMBURSED, FOR PURPOSES OF FORM 990 REPORTING, EDS ARE REFLECTED IN SECTION VII AS "HIGHLY COMPENSATED" EMPLOYEES SCHEDULE J IN PART II ON LINE (I) AS THEIR COMPENSATION IS PAID BY THE ORGANIZATION AND THE ED'S SALARY IS INCLUDED IN SALARIES AND BENEFITS IN THE FINANCIAL STATEMENT PRESENTATION. COMPENSATION FROM UNRELATED ORGANIZATIONS: 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 AFFILIATES' 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 ARIZONA HEALTH FACILITIES 860453292 040507NJ0 2013-11-20 48615000 SEE PART VI 0 0 0 A 48615000 1212362 48615000 1 0 1 1 A 0 0 0 0 0 0 0 A 0 1 1 0 1 0 0 0 0 A 0 PART I, COLUMN F, LINE A: REFUND PRIOR ISSUES (10/30/03 & 09/26/07) PART II, LINE 3: TOTAL PROCEEDS DO NOT AGREE TO THE SUMMATION OF LINES 4-12 DUE TO TRANSFERRED OR REPLACEMENT PROCEEDS IN LINE 4. DISCLOSURE REGARDING WRITTEN PROCEDURES: AMERICAN BAPTIST ESTATES 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: AMERICAN BAPTIST ESTATES IS A CCRC THAT PROVIDES HOUSING AND HEALTH CARE FOR THE ELDERLY. CORNERSTONE IS THE SOLE MEMBER OF AMERICAN BAPTIST ESTATES (ABE) WHOSE SOLE ASSET IS THE CONTINUING CARE RETIREMENT COMMUNITY, THE TERRACES OF PHOENIX. AMERICAN BAPTIST HOMES OF THE WEST (ABHOW) MANAGES THE COMMUNITY. THE OUTSTANDING DEBT OF ABE IS NON-RECOURSE TO ABHOW. ADDITIONAL INFORMATION ON ABE CAN BE OBTAINED FROM ITS WEBSITE AT WWW.THETERRACESPHOENIX.COM AS WELL AS FROM CONTACTING THE CORPORATE OFFICE AT (925) 924-7100. FORM 990, PART VI, SECTION A, LINE 3 AMERICAN BAPTIST HOMES OF THE WEST, A RELATED 501(C)(3) ORGANIZATION, PROVIDES MANAGEMENT SERVICES TO AMERICAN BAPTIST ESTATES PURSUANT TO A MULTIYEAR MANAGEMENT AGREEMENT. FORM 990, PART VI, SECTION A, LINE 6 CORNERSTONE AFFILIATES, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION EXEMPT UNDER IRC SECTION 501(C)(3), IS THE SOLE MEMBER OF AMERICAN BAPTIST ESTATES. FORM 990, PART VI, SECTION A, LINE 7A CORNERSTONE AFFILIATES, AS THE SOLE MEMBER OF AMERICAN BAPTIST ESTATES, ELECTS THE BOARD OF DIRECTORS OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7B THE FOLLOWING TRANSACTIONS REQUIRE APPROVAL BY THE MEMBERS: A) MERGER, CONSOLIDATION OR DISSOLUTION OF THE CORPORATION; B) AMENDMENT, REPEAL, OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR BYLAWS; C) AGGREGATE BORROWING FOR ANY PURPOSE IN EXCESS OF $50,000; D) PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE, ENCUMBRANCE OR MORTGAGE OF ANY REAL PROPERTY, AND OF ANY PERSONAL PROPERTY WITH A VALUE IN EXCESS OF $50,000; E) APPOINTMENT OF THE INDEPENDENT AUDITOR; F) TRANSACTIONS OUTSIDE THE ORDINARY COURSE OF BUSINESS. FORM 990, PART VI, SECTION B, LINE 11 ABE'S MANAGER, 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 ABHOW AND FOR ABWASH. 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, ORGANIZATION 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 (SOURCE OF "RELATED ORGANIZATION" COMPENSATION IN PART VII) IS REVIEWED ANNUALLY FOR MARKET COMPETITIVENESS AND INTERMEDIATE SANCTIONS COMPLIANCE BY A COMPENSATION COMMITTEE OF THE ABHOW BOARD. COMPENSATION OF OTHER OFFICERS AND KEY EMPLOYEES IS REVIEWED BY THE CEO WITH DISCLOSURE TO THE COMPENSATION COMMITTEE OF THE ABHOW BOARD. THE ABHOW BOARD MEMBERS AND CEO ARE INDEPENDENT WITH RESPECT TO THE INDIVIDUALS WHOSE COMPENSATION IS BEING REVIEWED. THE ABHOW BOARD AND PRESIDENT RELY UPON WAGE AND SALARY STUDIES AND/OR REGULAR REVIEW BY A COMPENSATION CONSULTANT TO PROVIDE COMPARABLE SALARY DATA FOR THEIR CONSIDERATION. DECISIONS REGARDING COMPENSATION ARE DOCUMENTED ON A CONTEMPORANEOUS BASIS. THE COMPENSATION OF THE EXECUTIVE DIRECTOR FOR AMERICAN BAPTIST ESTATES IS DETERMINED BY WAGE AND SALARY STUDIES CONDUCTED BY ANNUAL ABHOW'S HUMAN RESOURCES DEPARTMENT AND REVIEWED BY ABHOW'S SVP CHIEF OPERATIONS MANAGER AND ABHOW'S PRESIDENT. THE EXECUTIVE DIRECTORS (EDS) OF ABHOW MANAGED COMMUNITIES ARE EMPLOYEES OF ABHOW AND THEIR COMPENSATION IS FULLY REIMBURSED TO ABHOW FROM THEIR COMMUNITY. THE EDS DO NOT QUALIFY UNDER THE DEFINITIONS AS A "KEY EMPLOYEE" FOR ABHOW. SINCE THE ED ROLE IS SO SIGNIFICANT IN THE COMMUNITY AND THE COMPENSATION IS FULLY REIMBURSED, FOR PURPOSES OF FORM 990 REPORTING, EDS ARE REFLECTED IN SECTION VII AS "HIGHLY COMPENSATED" EMPLOYEES SCHEDULE J IN PART II ON LINE (I) AS THEIR COMPENSATION IS PAID BY THE ORGANIZATION AND THE ED'S SALARY IS INCLUDED IN SALARIES AND BENEFITS IN THE FINANCIAL STATEMENT PRESENTATION. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE AVAILABLE FOR INSPECTION UPON REQUEST. 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