BSA Mortgages Philmont Scout Ranch

[Eagle1993]

I read through the line of credit document for Philmont.

https://ministrywatch.com/wp-content/uploads/2019/11/Mortgage-Agreement-Philmont-without-exhibits.pdf

Some interesting findings:

1) It appears that Philmont is not the only property to be mortgaged to secure the line of credit.  One could only guess that most properties (notice the offshore reference … Sea Base Bermuda) are now probably mortgage

Section 12.13 Counterparts - This Mortgage is being executed in several counterparts, all of which are identical, except that to facilitate recordation, if the Mortgaged Property is situtated offshore or in more than one county, descriptions of only those portions of the Mortgaged Property located in the county in which  a particular counterpart is recorded shall be attached as Exhibit A thereto. ….

Section 11 also mentions other Mortgages 

 

2) It looks like any major work on any property that is under Mortgage will have to be approved by JP Morgan.  If true, looks like a added hurdle for any major changes at these locations.

Section 3.14 Alternations - Long section, but looks like any alteration exceeding $100,000 must be approved prior to start by JPMorgan.  Also includes a doozy (not sure if this is standard) that "Mortgagee may, as a condition to giving its consent to a Material Alteration, require that Mortgagor deliver to Mortgagee security for payment of the cost of such Material Alteration in an amount equal to 125% of the cost of the Material Alteration as estimated by Mortgagee. ...

 

3) Bankruptcy protection … this one is interesting.  I wonder if we have any experts that would shed light on this session.  There is speculation that BSA setup these Mortgages in prep for bankruptcy.  Basically, secure LOC on all our properties, which prevents them from being sold off.  Not sure, but if that is the strategy, great news.

Section 5.3 … this Mortgage shall constitute a "security agreement" for purposes of Section 552(b) of the Bankruptcy Code …  

 

4) Prior Debts … I think this is the section others point to saying Philmont had a prior Mortgage.  Two issues with that.  One is that Philmont is never mentioned in this section and per my point 1, this same document is used for other properties.  There is no clear document that Philmont had a prior mortgage.  

Bunch of Whereas's … 

2010 Loans … Principal Amount of up to $75M … term loan in aggregate principal amount of $25M … so $25M debt here

2010 Bond Agreement … located om West Virginia on behalf of Fayette County and Arrow WV, Inc.  Series 2010A revenue bond of principal $50M and Commercial Development bond 2010B of principal $50M … both loaned to BSA through Arrow WV, Inc. … so looks like $100M of debt here, not sure

2012 Bond Agreement … Also references Arrow WV Project, Commercial Development Revenue Bond principal of $0.175M … peanuts

Based on the summary of this section, it sounds like these prior loans & bonds are just referenced and not replaced by this new LOC.  

 

Not sure what to make of all of this, but found the above interesting.  

[SSScout]

About The Summit....   wasn't it told that Bechtel (that name's familiar)  donated 50million for the purchase?  And another 50 million for development?  Am I remembering that wrong?  Where'd that go? 

And while we're on the subject....  is there still a "no trespass" area there?   Last Jamboree I attended there, I took a hike and was shoo'ed away from a trail on the map by some M16 totting Marine MPS.... 

[Jameson76]

7 hours ago, RememberSchiff said:

To answer my own question, from the 2017 Annual Report page 19

Assets page 4 Notes to Consolidated Financial Statements($ stated in thousands)

Note 5. Land, Buildings, and Equipment

At December 31, 2017, land, buildings, and equipment comprised the following:

National office, less accumulated depreciation of $19,212	9,301
High-adventure bases, less accumulated depreciation of $30,383	60,300
National Distribution Center, less accumulated depreciation of $6,948	3,409
Summit Bechtel Family National Scout Reserve, less accumulated depreciation of $39,273	370,994
Furniture, equipment, and software, less accumulated depreciation and amortization of $79,066	39,375
Total land, buildings,and equipment, less accumulated depreciation and amortization of $174,882	483,379

Depreciation and amortization expense was $21,634 in 2017.

High-adventure bases include Philmont Scout Ranch, Florida Sea Base, and Northern Tier

If I read the financial statement correctly, it appears a $446 million line of credit  mortgage would be the full value of Philmont and then some .  Going for broke?  

 

Wait - Summit Bechtel Family National Scout Reserve is valued at $371 million dollars?  The site is maybe 13,000 acres, that would be $28,500 per acre.  Seems a bit pricey.....

[TAHAWK]

1 hour ago, SSScout said:

About The Summit....   wasn't it told that Bechtel (that name's familiar)  donated 50million for the purchase?  And another 50 million for development?  Am I remembering that wrong?  Where'd that go? 

And while we're on the subject....  is there still a "no trespass" area there?   Last Jamboree I attended there, I took a hike and was shoo'ed away from a trail on the map by some M16 totting Marine MPS.... 

BSA spent more. 

 

Costs are rising. Initially budgeted at $176 million through 2013, the Summit's cost is now estimated to reach at least $350 million by the end of this year and $439 million by the end of 2015, according to Scouts documents reviewed by Reuters -  That is more than the organization's $274 million endowment. To keep up, the Scouts issued new bonds last year - more than doubling their previous borrowing for the project."

 

Former strip mine in W.Va. to become home to Scout Jamboree. 

The Scouts bought the land from Meadow Creek Coal Co . for several million dollars, Hartley said.

Meadow Creek Coal Corporation is a privately held company in Beckley, WV and is a Single Location business.

Categorized under Bituminous Coal Surface Mining. Our records show it was established in 1989 and incorporated in WV. Current estimates show this company has an annual revenue of 241223 and employs a staff of approximately 4.

 

Edited November 28, 2019 by TAHAWK

[thrifty]

Saw this today.  The 2020 Explorers Law Enforcement National conference is being held at Summit Bechtel.  This event is usually held at a college campus and alternates between east and west coast.  https://www.exploring.org/nleec-experience/

This will be the first year that my son will be able to attend if his post goes so I don't have any prior experience to compare it to.  We have been to Summit.  I think that Summit may offer opportunities that the explorers may not have gotten in the past such as shotgun or climbing.  I wonder how much the explorers will get to do these activities with only three full days at camp.  My understanding is that much of the conference time will be used for law enforcement skill competitions.  Explorers aren't necessarily into camping or hiking so it seems like the BSA is forcing a square peg into a round hole.  The video in the link has Customers and Border Protection explorers in the video so it seems like there must have been a test run to get opinions.  One of the teens mentions he was worried about the heat, doesn't say when they were there.  I would be just as concerned about rain.  I don't see many of the explorers being happy if they're forced to hike through muddy trails in the rain to get to events.  Its not even clear to me if the events would be at Summit, but I would hope so, otherwise their just camping there and traveling to events.  It also feels like BSA is twisting the Explorers brand.  I feel it is meant to be youth exploring career interests, not youth exploring the world.

 

[qwazse]

Based on what this Pitt Alumni saw at World Scout Jamboree, SBR might as well have been a WVU campus.

[RememberSchiff]

I am still wondering who knew about this and when. Looking at our Federal Charter, hmmm, the entire BSA National Executive Board has 72 to 76 members, 2/3's would be 48 or more consenting?  

Sec. 30904 Powers

1. General. - The corporation may -
   1. adopt and amend bylaws and regulations, including regulations for the election of associates and successors;
   2. adopt and alter a corporate seal;
   3. have offices and conduct its activities in the District of Columbia and the States, territories, and possessions of the United States;
   4. acquire and own property as necessary to carry out the purposes of the corporation;
   5. sue and be sued within the jurisdiction of the United States; and
   6. do any other act necessary to carry out this chapter and promote the purpose of the corporation.
2. Limitations on Exercising Certain Powers. -
   1. The corporation may execute mortgages and liens on the property of the corporation only if approved by a two-thirds vote of the entire executive board at a meeting called for that purpose.
   2. The corporation may dispose in any manner of the whole property of the corporation only with the written consent and affirmative vote of a majority of the members of the corporation.

Edited December 22, 2019 by RememberSchiff

[ParkMan]

1 hour ago, RememberSchiff said:

I am still wondering who knew about this and when. Looking at our Federal Charter, hmmm, the entire BSA National Executive Board has 72 to 76 members, 2/3's would be 48 or more consenting?  

Sec. 30904 Powers

1. General. - The corporation may -
   1. adopt and amend bylaws and regulations, including regulations for the election of associates and successors;
   2. adopt and alter a corporate seal;
   3. have offices and conduct its activities in the District of Columbia and the States, territories, and possessions of the United States;
   4. acquire and own property as necessary to carry out the purposes of the corporation;
   5. sue and be sued within the jurisdiction of the United States; and
   6. do any other act necessary to carry out this chapter and promote the purpose of the corporation.
2. Limitations on Exercising Certain Powers. -
   1. The corporation may execute mortgages and liens on the property of the corporation only if approved by a two-thirds vote of the entire executive board at a meeting called for that purpose.
   2. The corporation may dispose in any manner of the whole property of the corporation only with the written consent and affirmative vote of a majority of the members of the corporation.

I would gather that there has to be a written record of this meeting and vote.  Who has standing to request that information?

[TAHAWK]

The Congressional charter is for a boy's organization.  Not sure it has any application to Scouts BSA.

[qwazse]

44 minutes ago, TAHAWK said:

The Congressional charter is for a boy's organization.  Not sure it has any application to Scouts BSA.

Since 1992 Title 36 seems to have no application at all. If no new organization can vie for a charter, it seems like having one is just a mark that the nation's representatives liked you once upon a time. Organizations do Congress the courtesy of sending it a report. But I'm not entirely sure that they'd loose sleep if they didn't get one.

[ParkMan]

10 minutes ago, qwazse said:

Since 1992 Title 36 seems to have no application at all. If no new organization can vie for a charter, it seems like having one is just a mark that the nation's representatives liked you once upon a time. Organizations do Congress the courtesy of sending it a report. But I'm not entirely sure that they'd loose sleep if they didn't get one.

What was the significance of 1992?

Baring some sort of legal change of status, I'd think the rule still apply.  These are the rules that governed incorporation of the BSA.  Someone who has standing to sue over those rules could.

[qwazse]

Congress stopped issuing new charters. This brings into question the relevance of the old ones.

Someone with standing could sue on the basis of BSA's current by-laws. What's questionable is if they could appeal to congress to sue on the public's behalf on the basis of corporate definitions of the last century.

[TAHAWK]

Yes, the definition of "boy"  - even "of person" - is being litigated.  An Orangutan was held to be a sentient person in Argentina. 

Edited December 24, 2019 by TAHAWK

[vol_scouter]

TAHAWK,

The BSA still has boys doing Scoutcraft in single gender troops. So the BSA is still fulfilling its congressional charter. Adding single gender girl troops affords more youth the character and leadership development of Scouting. That is good.

vol_scouter

[Mrjeff]

Well, after a career in the Marines as an MP, I assure you that I  have met some drunken sailors.  I can't figure out exactly what's going on.  According to the announcement BSA does not own the local councils.   So......I guess that means the council charges certain fees to the individual (which have doubled) so they can pay a fee to the BSA so that the individual can use a brand and four campgrounds for which a fee is paid.  Building is going strong at the Summit with a massive new learning center including classrooms, a dining facility, lodging, and a 300 seat auditorium.  There are a few 5 star apartments near a building with glass walls that can be covered with a hydraulic awning, and a presidential helicopter pad just in case a president wants to come there.  When asked how it is being paid for the standard answer seems to be "with cash"...............hmmmmmmm....................that's a lot of food for thought.