Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
|
Total |
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Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | 12,967,628 | 12,800,744 | 14,122,390 | 14,352,161 | 23,381,082 | 77,624,005 |
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | 12,967,628 | 12,800,744 | 14,122,390 | 14,352,161 | 23,381,082 | 77,624,005 |
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | 3,604,280 | |||||
| 6 | Public support. Subtract line 5 from line 4. | 74,019,725 | |||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 12,967,628 | 12,800,744 | 14,122,390 | 14,352,161 | 23,381,082 | 77,624,005 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 853,830 | 839,406 | 975,265 | 965,214 | 862,898 | 4,496,613 |
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | -47,959 | 1,139,626 | 493,097 | 133,992 | 884,594 | 2,603,350 |
| 11 | Total support. Add lines 7 through 10 | 84,723,968 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | ||||||
| 6 | Total. Add lines 1 through 5 | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
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| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
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| 9 Distributable amount for 2018 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2018 |
(iii) Distributable Amount for 2018 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2018 from Section C, line 6 |
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|
2
Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2018: | ||||
| a From 2013....... | ||||
| b From 2014....... | ||||
| c From 2015....... | ||||
| d From 2016....... | ||||
| e From 2017....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2018 distributable amount | ||||
|
i
Carryover from 2013 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2018 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2018 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2018, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2018. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2019. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2014...... | ||||
| b Excess from 2015..... | ||||
| c Excess from 2016..... | ||||
| d Excess from 2017..... | ||||
| e Excess from 2018..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 2 | MEMBERS OF THE CLUB'S BOARD AND SENIOR MANAGEMENT MAY, FROM TIME TO TIME, BE ASSOCIATED, EITHER DIRECTLY OR INDIRECTLY, WITH COMPANIES DOING BUSINESS WITH THE CLUB. THE CLUB REQUIRES ANNUAL DISCLOSURE OF SIGNIFICANT FINANCIAL INTERESTS IN, OR EMPLOYMENT OR CONSULTING RELATIONSHIPS WITH, ENTITIES DOING BUSINESS WITH THE CLUB. THESE ANNUAL DISCLOSURES COVER THE BOARD, SENIOR MANAGEMENT, AND THEIR IMMEDIATE FAMILY MEMBERS. WHEN SUCH RELATIONSHIPS EXIST, MEASURES ARE TAKEN TO APPROPRIATELY MANAGE THE ACTUAL OR PERCEIVED CONFLICT IN THE BEST INTERESTS OF THE CLUB. THE CLUB HAS A WRITTEN CONFLICT OF INTEREST POLICY THAT REQUIRES, AMONG OTHER THINGS, THAT NO MEMBER OF THE BOARD CAN PARTICIPATE IN ANY DECISION IN WHICH HE OR SHE (OR AN IMMEDIATE FAMILY MEMBER) HAS A MATERIAL FINANCIAL INTEREST. EACH BOARD MEMBER IS REQUIRED TO CERTIFY COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY ON AN ANNUAL BASIS AND INDICATE WHETHER THE CLUB DOES BUSINESS WITH AN ENTITY IN WHICH A BOARD MEMBER HAS A MATERIAL FINANCIAL INTEREST. WHEN SUCH RELATIONSHIPS EXIST, MEASURES ARE TAKEN TO MITIGATE ANY ACTUAL OR PERCEIVED CONFLICT, INCLUDING REQUIRING THAT SUCH TRANSACTIONS BE CONDUCTED AT ARM'S LENGTH, FOR GOOD AND SUFFICIENT CONSIDERATION, BASED ON TERMS THAT ARE FAIR AND REASONABLE TO AND FOR THE BENEFIT OF THE CLUB, AND IN ACCORDANCE WITH APPLICABLE CONFLICT OF INTEREST LAWS. BUSINESS RELATIONSHIPS: SEE SCHEDULE L PART IV. FAMILY RELATIONSHIPS: BRUCE CALLANDER, BOARD MEMBER, AND CLARK CALLANDER, BOARD MEMBER, ARE BROTHERS. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS PREPARED BY THE INDEPENDENT CPA FIRM, AND REVIEWED AND APPROVED BY MANAGEMENT. THE CLUB PROVIDES A COMPLETE COPY OF THE FORM 990 TO ALL MEMBERS OF ITS GOVERNING BODY BEFORE FILING THE FORM. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE CLUB HAS BEEN DILIGENT IN DISCLOSING CONFLICTS OF INTEREST. THE BOARD MEMBERS SIGN THE CONFLICT OF INTEREST POLICY ANNUALLY. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE CLUB CONDUCTS MARKET RESEARCH OF OTHER LIKE NONPROFITS THROUGH GLEANING SALARY DATA FROM PUBLIC SOURCES SUCH AS CAREER BUILDER, CRAIGSLIST, ETC. IN ADDITION, WE UTILIZE MARKET RESEARCH CONDUCTED BY THE CENTER FOR NONPROFIT MANAGEMENT WHICH RELEASES ANNUALLY SALARY SURVEYS OF PARTICIPATING NONPROFITS. FINALLY, ALL DATA IS THEN PUT INTO CONTEXT TO AN INTERNAL EQUITY MATRIX WHERE WE GRADE POSITIONS IN RELATION TO ONE ANOTHER. FOR THE PRESIDENT OF THE ORGANIZATION, THE EXECUTIVE COMMITTEE OF THE BOARD OF GOVERNORS CONSIDERS THESE FACTORS IN ADDITION TO THE PERFORMANCE OF THE CHEIF EXECUTIVE VIA A FORMAL PERFORMANCE APPRAISAL. FOR ALL STAFF, A FORMAL PERFORMANCE MANAGEMENT PLAN REVIEW IS CONDUCTED SEMI-ANNUALLY AND ANNUALLY TO DETERMINE A MERIT INCREASE. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ANNUAL REPORT IS AVAILABLE ON THE CLUB'S WEBSITE. THE AUDITED FINANCIAL STATEMENTS ARE SENT TO ANYONE WHO REQUESTS IT. THE FORM 990 IS AVAILABLE ON CHARITY NAVIGATOR AND GUIDESTAR. |
| FORM 990, PART XI, LINE 9: | NET GAAP CHANGE IN INTEREST IN ENDOWMENT TRUST 296,974. BGCSF MISSION CLUBHOUSE, INC. DEPRECIATION EXPENSE -189,949. BGCSF FULTON STREET CLUBHOUSE, INC. INTEREST INCOME 219. BGCSF FULTON STREET CLUBHOUSE, INC. DEPRECIATION EXPENSE -607,706. BGCSF FULTON STREET CLUBHOUSE, INC. INTEREST EXPENSE -507,595. BGCSF FULTON STREET CLUBHOUSE, INC. PROFESSIONAL FEES -145,660. CLUB BOARD DESIGNATED INVESTMENT IN ENDOWMENT TRUST -1,450,000. BGCSF FULTON STREET CLUBHOUSE, INC. MISCELLANEOUS EXPENSE -220. |
| FORM 990, PART XII, QUESTION 2C: | THE CLUB DID NOT CHANGE THE METHOD USED TO APPOINT THE INDEPENDENT AUDITOR OR ITS OVERSIGHT PROCESS OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS. ANNUALLY, THE AUDIT COMMITTEE APPOINTS THE INDEPENDENT AUDITOR AND MEETS WITH THE AUDIT FIRM BEFORE THE AUDIT STARTS, THROUGHOUT THE AUDIT PROCESS, AND AT THE CONCLUSION OF THE AUDIT. THE AUDIT COMMITTEE RECOMMENDS THAT THE BOARD ACCEPT THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS. |
| FORM 990, PART XI, LINE 9, CHANGES IN NET ASSETS: | THE CLUB IS, IN PART, SUPPORTED BY A SEPARATE NONPROFIT ORGANIZATION, THE BOYS & GIRLS CLUBS OF SAN FRANCISCO ENDOWMENT TRUST (THE ENDOWMENT TRUST). THE ENDOWMENT TRUST HAS A SEPARATE BOARD OF TRUSTEES AND EXISTS EXCLUSIVELY FOR THE BENEFIT OF THE CLUB. FOR U.S. GAAP PURPOSES, THE CLUB ACCOUNTS FOR ITS INTEREST IN THE ENDOWMENT TRUST IN ACCORDANCE WITH FASB ASC 958-20 AND FASB ASC 958-605, TRANSFERS OF ASSETS TO A NOT-FOR-PROFIT ORGANIZATION OR CHARITABLE TRUST THAT RAISES OR HOLDS CONTRIBUTIONS FOR OTHERS. ACCORDINGLY, THE ENDOWMENT TRUST'S NET ASSETS AND THE CHANGES THEREIN ARE REPORTED ON THE CLUB'S CONSOLIDATED FINANCIAL STATEMENTS. THE CLUB REPORTS THE ACTIVITIES FROM THE ENDOWMENT TRUST USING THE EQUITY METHOD. THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS INCLUDE THE ACCOUNTS OF BOYS & GIRLS CLUBS OF SAN FRANCISCO (THE CLUB) AND ITS AFFILIATES, BGCSF MISSION CLUBHOUSE, INC. (MISSION CLUBHOUSE, INC.) AND BGCSF FULTON CLUBHOUSE, INC. (FULTON CLUBHOUSE, INC.). MISSION CLUBHOUSE, INC. AND FULTON CLUBHOUSE, INC. ARE UNDER THE COMMON CONTROL OF THE CLUB. ALL SIGNIFICANT INTER-ENTITY ACCOUNTS AND TRANSACTIONS HAVE BEEN ELIMINATED. 990 PRESENTATION: THE ENDOWMENT TRUST IS CONSOLIDATED WITH THE CLUB'S STATEMENT OF FINANCIAL POSITION. THE ENDOWMENT TRUST STATEMENT OF ACTVITIES AND CHANGES IN NET ASSETS ARE INCLUDED THE ENDOWMENT TRUST. THE ENDOWMENT TRUST FILES ITS OWN FORM 990 UNDER EIN #94-6104097. MISSION CLUBHOUSE, INC. IS CONSOLIDATED WITH THE CLUB'S STATEMENT OF FINANCIAL POSITION. MISSION CLUBHOUSE, INC.'S INCOME AND EXPENSES ARE NOT INCLUDED IN THE CLUB'S FORM 990. MISSION CLUBHOUSE, INC. FILES ITS OWN 990 UNDER EIN #27-2538511. FULTON CLUBHOUSE, INC. IS CONSOLIDATED WITH THE CLUB'S STATEMENT OF FINANCIAL POSITION. FULTON CLUBHOUSE, INC.'S INCOME AND EXPENSES ARE NOT INCLUDED IN THE CLUB'S FORM 990. FULTON CLUBHOUSE, INC. FILES ITS OWN 990 UNDER EIN #46-2695778. NEW MARKETS TAX CREDIT: THE NEW MARKETS TAX CREDIT (NMTC) PROGRAM WAS ENACTED AS PART OF THE COMMUNITY RENEWAL TAX RELIEF ACT OF 2000 AS OUTLINED UNDER SECTION 45D OF THE INTERNAL REVENUE CODE. THE NEW MARKETS TAX CREDIT PROVIDES INVESTORS THAT MAKE A QUALIFIED EQUITY INVESTMENT (QEI) IN A COMMUNITY DEVELOPMENT ENTITY (CDE), A TAX CREDIT OVER A SEVEN-YEAR PERIOD. FOR AN INVESTOR TO CLAIM THE CREDIT, THE CDE MUST DESIGNATE THE QEI TO THE COMMUNITY DEVELOPMENT FINANCIAL INSTITUTIONS FUND (CDFI), A BRANCH OF THE U.S. DEPARTMENT OF THE TREASURY, AND USE SUBSTANTIALLY ALL THE QEI TO MAKE A QUALIFIED LOW-INCOME COMMUNITY INVESTMENT (QLICI). BGCSF FULTON CLUBHOUSE, INC. AND NEW MARKETS TAX CREDIT: IN JUNE 2013, THE CLUB PURCHASED VACANT LAND AND SUBSEQUENTLY SOLD THE LAND TO FULTON CLUBHOUSE INC. FULTON CLUBHOUSE, INC. WAS FORMED TO FACILITATE FINANCING FOR THE CONSTRUCTION OF THE FULTON CLUBHOUSE BUILDING. ON JUNE 24, 2013, THE CLUB SECURED FINANCING RELATED TO THE CONSTRUCTION OF THE NEW FULTON CLUBHOUSE BUILDING, A QLICI, BY ALSO ENTERING INTO TRANSACTIONS STRUCTURED TO QUALIFY FOR THE NMTC. THE TRANSACTION WAS INTENDED TO REALIZE BENEFITS FROM THE NMTC PROGRAM. THE TRANSACTION INCLUDED FULTON CLUBHOUSE, INC. BORROWING $30,665,000 (QLICI LOANS) TO PURCHASE THE LAND AND FACILITATE CONSTRUCTION OF THE FULTON CLUBHOUSE BUILDING FROM THE CLUB AND THE SUBSEQUENT LEASE OF THE BUILDING TO THE CLUB TO PROVIDE SERVICES TO THE LOCAL COMMUNITY AND TO PAY FEES AND EXPENSES RELATED TO THE CONSUMMATION OF THE NMTC TRANSACTION DURING THE YEAR ENDED SEPTEMBER 30, 2013. U.S. BANCORP COMMUNITY DEVELOPMENT CORPORATION (USB), THE CLUB, AND OPPORTUNITY FUND NORTHERN CALIFORNIA, CERTIFIED AS A CDE BY THE CDFI, FORMULATED THE REQUIRED STRUCTURING AND FINANCING THAT QUALIFIED FOR THE NMTC. USB FORMED THE BGCSF LCD/SFCIF INVESTMENT FUND, LLC AND THE BGCSF USBCDE INVESTMENT FUND, LLC. USB AND LCD NEW MARKETS FUND, LLC MADE EQUITY INVESTMENTS OF $7,300,000 AND $730, RESPECTIVELY, IN LCD NEW MARKETS FUND XIV, LLC. USB IS A 99.99% NON-MANAGING MEMBER OF THE FUND AND LCD NEW MARKETS FUND, LLC IS A 0.01% MANAGING MEMBER OF THE FUND. THE BGCSF LCD/SFCIF INVESTMENT FUND MADE EQUITY INVESTMENTS OF $11,500,000 AND $15,000,000 IN LCD NEW MARKETS FUND XIV, LLC AND SFCIF SUB CDE 3 LLC, RESPECTIVELY. THE BGCSF USBCDE INVESTMENT FUND, LLC MADE EQUITY INVESTMENT OF $5,000,000 IN USBCDE SUB-CDE 79 LLC. BGCSF LCD/SFCIF INVESTMENT FUND, LLC IS A 99.99% NON-MANAGING MEMBER OF SFCIF SUB CDE 3 AND SAN FRANCISCO COMMUNITY INVESTMENT FUND IS THE 0.01% MANAGING MEMBER OF THE FUND. BGCSF LCD/SFCIF INVESTMENT FUND, LLC IS A 99.99% NON-MANAGING MEMBER OF LCD NEW MARKETS FUND XIV, LLC AND LCD NEW MARKETS FUND, LLC IS THE 0.01% MANAGING MEMBER OF THE FUND. BGCSF USBCDE INVESTMENT FUND, LLC IS A 99.99% NON-MANAGING MEMBER OF USBCDE SUB-CDE 79, LLC AND USBCDE, LLC IS THE 0.01% MANAGING MEMBER OF THE FUND. THE CLUB ALSO MADE LEVERAGE LOANS TO THE BGCSF LCD/SFCIF INVESTMENT FUND OF $17,983,625 AND THE BGCSF USBCDE INVESTMENT FUND, LLC OF $3,392,500 (THE LEVERAGE LOAN), OF WHICH $14,500,000 WAS PROVIDED BY U.S. BANK, NA TO THE CLUB AS A BRIDGE LOAN AND WAS PAID IN FULL AS OF SEPTEMBER 30, 2014. THE SUB-CDES MADE SIX LOANS TO FULTON CLUBHOUSE, INC. TOTALING $30,655,000, AND PAID FEES OF $772,000 TO THE CDE. IN ADDITION, THE CLUB MADE AN EQUITY INVESTMENT OF $472,179 IN FULTON CLUBHOUSE, INC. DURING THE YEAR ENDED SEPTEMBER 30, 2013, THE CLUB AND U.S. BANCORP COMMUNITY DEVELOPMENT CORPORATION ENTERED INTO TWO PUT/CALL AGREEMENTS AS PART OF THE FINANCING OF FULTON CLUBHOUSE, INC.'S LONG-TERM DEBT PURSUANT TO THE NMTC TRANSACTION. THE FOLLOWING ARE HIGHLIGHTS OF THE AGREEMENT: PUT OPTION AGREEMENT: THE AGREEMENT BETWEEN THE CLUB (PURCHASER) AND U.S. BANCORP COMMUNITY DEVELOPMENT CORPORATION (SELLER) PERMITS THE PURCHASER TO GRANT TO THE SELLER A PUT OPTION TO SELL TO THE PURCHASER FOR $1,000 ITS 100% INTEREST IN THE BGCSF LCD/SFCIF INVESTMENT FUND, WHICH HAS A 99.99% INTEREST IN SFCIF SUB CDE 3, LLC AND LCD NEW MARKETS FUND XIV, LLC, THAT PROVIDED LOANS OF $10,179,410, $4,445,590 AND $3,235,785, RESPECTIVELY, TO FULTON CLUBHOUSE, INC. THE PUT OPTION MAY BE EXERCISED BY THE SELLER AT ANY TIME DURING THE PERIOD BEGINNING ON THE PUT AVAILABILITY EVENT AND ENDING ONE HUNDRED EIGHTY DAYS FOLLOWING RECEIPT OF NOTICE. THE AGREEMENT BETWEEN THE PURCHASER AND SELLER PERMITS THE PURCHASER TO GRANT TO THE SELLER A PUT OPTION TO SELL TO THE PURCHASER FOR $1,000 ITS 100% INTEREST IN THE USBCDE INVESTMENT FUND, WHICH HAS A 99.99% INTEREST IN USBCDE SUB-CDE 79, LLC, THAT PROVIDED LOANS OF $3,392,500 AND $1,607,500 TO FULTON CLUBHOUSE, INC. THE PUT OPTION MAY BE EXERCISED BY THE SELLER AT ANY TIME DURING THE PERIOD BEGINNING ON THE PUT AVAILABILITY EVENT AND ENDING ONE HUNDRED EIGHTY DAYS FOLLOWING RECEIPT OF NOTICE. CALL OPTION AGREEMENT: SHOULD THE SELLER NOT EXERCISE THE PUT OPTION WITHIN THE PUT OPTION PERIOD, THEN THE PURCHASER SHALL HAVE THE RIGHT AND OPTION AT ANY TIME WITHIN NINETY DAYS AFTER THE PUT OPTION PERIOD HAS LAPSED, TO PURCHASE FROM THE SELLER, ITS 99.99% INTEREST IN THE INVESTMENT FUNDS, FOR AN AMOUNT EQUAL TO THE FAIR MARKET VALUE OF THE INTEREST. THE FAIR MARKET VALUE TO BE DETERMINED BY AN INDEPENDENT APPRAISER, SELECTED IN ACCORDANCE WITH THE AGREEMENT. THE OBJECTIVE OF THE EXERCISE OF THE PUT/CALL OPTIONS WOULD RESULT IN THE CLUB OWNING ALL OF THE ASSETS (I.E., THE QEI IN THE SUB-CDE AND ITS RELATED QLICI LOANS TO FULTON CLUBHOUSE, INC.) AND LIABILITIES (I.E., THE LEVERAGED LOAN OF THE INVESTMENT FUNDS). IF THE PUT/CALL OPTION IS EXERCISED BY EITHER PARTY, THE CLUB WOULD CONTROL THE FUNDS AND COULD REPAY, RESTRUCTURE, AND FORGIVE THE LEVERAGED LOANS AND QLICI LOANS AS IT DEEMS APPROPRIATE. |
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