Today a nonprofit foundation
can put money into a
profit-making venture that supports a charitable activity by making a
program-related investment, or PRI. A PRI counts against a foundation’s required
5 percent annual payout; however, it is acceptable for these investments to
generate income and to appreciate in value. The tax rules regarding returns are
simple: Any gains must be given away or reinvested in another PRI within one
year of receipt.
I am working on a proposal to expand the PRI money available to
philanthropic causes, as part of a group of lawyers and nonprofit experts that
includes Rikki Abzug, chairman of the nonprofit management department at the
Milano Graduate School of Management and Urban Policy at New School University
in New York, and Tom Blaney, a partner in charge of the private foundation
practice at the accounting firm O’Connor Davies Munns & Dobbins.
In truth, there is no such thing as a nonprofit organization. | The basic concept we have in mind is to organize PRIs through
an existing vehicle, the limited liability company, and create a low-profit,
limited liability company, which we call an L3C. Our proposal would enable a
foundation to put money into an L3C, then, after several years, sell its stake
to another foundation or individual donor and put the proceeds into another
project, perhaps one larger than what it could otherwise afford in a normal
year. An L3C would use its profits to either expand and strengthen its programs
or pay small dividends to its investors, who would use the money to make more
PRI investments or give it away under normal grant procedures.
This strategy could be used to provide low-cost or affordable
housing or loans. Certain types of museums are another potential recipient.
Under current practices, a small, struggling museum can bring in revenue through
profit-making ventures such as a gift shop, a restaurant or amusement park-like
exhibitions, but in most cases, it must establish a profit-making subsidiary. An
L3C with a carefully written operating agreement, however, could perform the
best services of both a profit and a nonprofit under one structure.
Some public-private alliances might also function well with L3C
partners, such as redevelopment projects in hurricane-ravaged neighborhoods. An
L3C might even make it viable to keep a U.S. factory in business. Say a
corporation decides to close a plant in a small town, putting 200 people out of
work. The company shutters the factory because the product line has limited
growth potential, and it would cost $25 million to modernize the plant. For $10
million, the company could move production to China and make a 50 percent higher
return on investment. From an investment perspective, there is no question what
the company should do; but for the 200 workers, the town and the governmental
districts responsible for the area, the resulting costs could be as high as,
say, $100 million in economic losses.
Suppose, however, that a foundation or group of philanthropic
investors purchases the factory with a PRI of $30 million. The corporation might
go on to produce a more profitable line in China, but the newly independent U.S.
factory could carry on with investment earnings of 2 to 3 percent per year. If
the investment comes in the form of a PRI equity purchase, our hypothetical
company would be debt free, and escape the pressures of the package of corporate
bonds, tax incentives and bank loans that are the normal vehicles for such
rescues.
We are now discussing the possibility of securitizing PRIs with
several brokerage houses. If philanthropic investors had pools of L3Cs to trade,
they could spread their risk, with the added benefit of greatly reducing the
cost of due diligence, because it would need to be performed by just one
securities underwriter instead of a dozen foundations, each investigating for
its own purposes.
It is likely the IRS would accept this due diligence as prima
facie evidence that the buyer is in compliance with all the rules governing
PRIs. The more sophisticated these instruments become, the easier they will be
to use and justify.
For our PRI white paper, write: L3C, P.O. Box 361, Cross River, NY 10518.
Robert Lang is CEO of the Mary Elizabeth and Gordon B.
Mannweiler Foundation in Cross River, N.Y., and also CEO of Fabrique
Cosmetique. |  |
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