2021-07-23T10:28:45-05:00 2020-09-30 111986323 MARCUM LLP 1 MONTGOMERY STREET SUITE 1700 SAN FRANCISCO CA 94104 990 2019-10-01 941156608 BOYS & GIRLS CLUBS OF SAN FRANCISCO BOYS 4154555437 380 FULTON STREET SAN FRANCISCO CA 94102 ROB CONNOLLY PRESIDENT 4154555437 2021-07-08 1 ROGER BULOSAN P00221282 4154326200 2019 2022-09-23 18:48:47Z ROB CONNOLLY 380 FULTON STREET SAN FRANCISCO CA 94102 23228144 0 X WWW.KIDSCLUB.ORG X 1891 CA BOYS & GIRLS CLUBS OF SAN FRANCISCO'S (THE CLUB) MISSION IS TO INSPIRE AND ENABLE ALL YOUNG PEOPLE, ESPECIALLY THOSE FROM DISADVANTAGED CIRCUMSTANCES, TO REALIZE THEIR FULL POTENTIAL AS PRODUCTIVE, RESPONSIBLE, AND CARING CITIZENS. THE CLUB IS DEDICATED TO PROVIDING YOUNG PEOPLE, AGES 6 TO 18, ACCESS TO SAFE, FUN, POSITIVE YOUTH DEVELOPMENT PROGRAMS AND SERVICES THAT BUILD SKILLS AND HELP YOUNG PEOPLE LEARN, GROW, AND SUCCEED. THERE ARE FOURTEEN LOCATIONS ACROSS SAN FRANCISCO PLUS A SUMMER CAMP IN MENDOCINO COUNTY. THE CLUB SERVED OVER 19,000 YOUTH DURING THE YEAR AND AN AVERAGE OF 1,715 YOUTH PER DAY. PROGRAMS AND SERVICES INCLUDE ACADEMICS, YOUTH WORKFORCE DEVELOPMENT, FINE ARTS, OUTDOOR EDUCATION, HEALTH AND WELLNESS, AND CHARACTER EDUCATION. THE FOUR AREAS OF THE CLUB'S SUCCESS EQUATION FOR YOUTH ARE: ACADEMIC SUCCESS, GOOD CHARACTER & COMMUNITY ENGAGEMENT, HEALTHY LIFESTYLES, AND JOB READINESS WITH EARNING POTENTIAL. 49 48 393 741 0 0 23476082 22170888 312486 124048 436938 328209 1283039 150147 25508545 22773292 181188 166923 0 0 10854884 10585682 0 0 1323410 4955295 25528407 15991367 36281012 9517178 -13507720 112726112 100830691 32415255 1689702 80310857 99140989 X TO INSPIRE AND ENABLE ALL YOUNG PEOPLE, ESPECIALLY THOSE FROM DISADVANTAGED CIRCUMSTANCES, TO REALIZE THEIR FULL POTENTIAL AS PRODUCTIVE, RESPONSIBLE AND CARING CITIZENS. 0 0 2266755 112797 0 THE CLUB OFFERS MEMBERS ACCESS TO SPECIALIZED CITYWIDE SERVICES. CONTENT EXPERTS IN THE AREAS OF EDUCATION, TEEN SERVICES, ATHLETICS, BEHAVIORAL HEALTH, AND YOUTH WORKFORCE DEVELOPMENT PROVIDE SUPPORT TO STAFF, ENSURING HIGH QUALITY PROGRAMS AND SUPPORT SERVICES FOR YOUTH MEMBERS. CITYWIDE DIRECTORS FACILITATE TRAININGS, HOLD MONTHLY MEETINGS WITH DEPARTMENT DIRECTORS FROM ALL 8 CLUBHOUSES AND 4 SCHOOL-BASED CLUBS, AND PROVIDE COACHING AND SUPPORT AROUND PROGRAM DELIVERY AND EVALUATION.CITYWIDE ATHLETICS OFFER MEMBERS AT ALL 8 CLUBHOUSES AND 4 SCHOOL SITES THE OPPORTUNITY TO PARTICIPATE IN BASKETBALL, BASEBALL, SOCCER, AND FLAG FOOTBALL LEAGUE PLAY. LEAGUES FOCUS ON SKILL DEVELOPMENT FOR YOUTH AGES 6 THROUGH 18 YEARS OF AGE. A MAJOR COMPONENT OF OUR CITYWIDE ATHLETICS OFFERINGS IS A TRAVELING, COMPETITIVE BASKETBALL LEAGUE. THIS HIGH END PROGRAM PROVIDES A UNIQUE OPPORTUNITY FOR YOUTH AGES 10 THROUGH 18 TO EXPERIENCE ATHLETICS IN A MORE FORMAL SETTING. IN ADDITION TO TRADITIONAL LEAGUE PLAY, YOUTH ALSO PARTICIPATE IN AT LEAST 30 MINUTES OF DAILY PHYSICAL ACTIVITY, RUNNING CLUB, THEMED SPORTS DAYS, AND THEY RECEIVE CLINIC INSTRUCTION IN SOCCER, BASEBALL, SWIMMING, AND BASKETBALL. CITYWIDE STAFF ALSO RUN CERTAIN PROGRAMS AND ACTIVITIES THAT BRING TOGETHER YOUTH FROM ALL THE PROGRAM SITES (I.E. CAREER EXPLORATION EVENTS, A TWO-DAY COLLEGE TOUR, TRAVELING BASKETBALL PROGRAM, GRADUATION EVENT, AND SCHOLARSHIP PROGRAM). 2727726 763 111425 DON FISHER IS NOW THE FLAGSHIP CLUBHOUSE FOR BOYS & GIRLS CLUBS OF SAN FRANCISCO. THE BUILDING SERVES OVER 200 YOUTH PER DAY IN THE SCHOOL YEAR AND MORE THAN 300 YOUTH PER DAY IN THE SUMMER. EQUIPPED WITH A COMPETITION-SIZE POOL, A HIGH SCHOOL-SIZE GYM, A MUSIC STUDIO, DANCE STUDIO, LEARNING CENTER, HIGH SCHOOL SERVICES CENTER, MIDDLE SCHOOL CENTER, STEM CENTER, GAMES ROOM, TRAINING ROOM, KITCHEN AND DINING ROOM, THE CLUB IS A STATE-OF-THE-ART FACILITY AND MUCH LOVED BY THE YOUTH MEMBERS. DON FISHER CLUBHOUSE IS A DESGNATED LEARNING HUB BY THE SAN FRANCISCO UNIFIED SCHOOL DISTRICT DURING THE COVID-19 LOCKDOWN. THE DON FISHER CLUBHOUSE IS OPEN EVERY DAY AFTER SCHOOL, ALL-DAY IN THE SUMMER, AND MOST SATURDAYS FOR SPORTS. THE MOST POPULAR PROGRAMS AT THE CLUBHOUSE ARE THE REBELS BASKETBALL, DANCE PROGRAMMING, NOTE FOR NOTES MUSIC STUDIOS, AND MIDDLE SCHOOL SERVICES. THE SWIM ACADEMY AT THE DON FISHER CLUBHOUSE SERVED 850 YOUTH DURING THE YEAR THROUGH RECREATION SWIM, SWIM TEAM, AND SWIM LESSONS. THERE WERE 135 MALE AND FEMALE PLAYERS IN THE REBELS BASKETBALL PROGRAM. THE PROGRAM HAD 14 TEAMS AND WON 11 CHAMPIONSHIPS AT NATIONAL TOURNAMENTS AND WERE NATIONALLY RANKED. FOURTEEN 8TH GRADERS WERE ACCEPTED INTO LEADING SAN FRANCISCO HIGH SCHOOLS. THIS CLUB PRIMARILY SERVICES YOUTH FROM THE WESTERN ADDITION NEIGHBORHOOD. 1564568 6324 12638 THE WILLIE MAYS CLUBHOUSE SERVES THE HUNTERS POINT / BAYVIEW COMMUNITIES, WHICH IS ONE OF THE MOST UNDERSERVED COMMUNITIES IN SAN FRANCISCO. THE CLUB SERVED OVER 80 YOUTH DURING THE SCHOOL YEAR 2019-2020 AND WAS DESIGNATED AS A LEARNING HUB BY THE SAN FRANCISCO UNIFIED SCHOOL DISTRICT DURING THE COVID-19 LOCKDOWN. AND FOR THE SUMMER OF 2020, 91 YOUTH WERE SERVED. EQUIPPED WITH A HIGH SCHOOL-SIZED GYM, BASEBALL FIELD, A DANCE STUDIO, LEARNING CENTER, ART STUDIO, GAMES ROOM, KITCHEN AND DINING ROOM, GARDEN, AND MORE, THIS CLUBHOUSE IS A FUN, SAFE PLACE FOR YOUTH TO ENGAGE IN ENRICHING ACTIVITIES. 27112980 47039 170444 EXCELSIOR, MISSION, SUNNYDALE, TENDERLOIN, VISITACION VALLEY, CAMP MENDOCINO, COLUMBIA PARK, SCHOOL-BASED CLUBS 27112980 47039 170444 33672029 1 1 0 0 0 0 0 0 0 1 1 1 0 0 0 1 0 1 0 0 0 0 0 0 1 0 0 1 1 1 0 0 0 0 0 0 1 0 1 0 0 0 0 1 0 0 0 1 79 0 1 393 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 49 48 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X X ROB CONNOLLY 4154455437 380 FULTON STREET SAN FRANCISCO CA 94102 FERNANDO AGUILAR DIRECTOR 5.00 X 0 0 0 CHAD ARKOFF DIRECTOR 1.50 X 0 0 0 SANJAY BANKER DIRECTOR 1.00 X 0 0 0 WILL BARTLETT DIRECTOR 1.00 X 0 0 0 MICK BOBROFF DIRECTOR 1.00 X 0 0 0 MARTY BOHLEN DIRECTOR 10.00 X 0 0 0 BRANDON BOZE DIRECTOR 2.50 X 0 0 0 BRUCE CALLANDER DIRECTOR 2.00 X 0 0 0 CLARK CALLANDER DIRECTOR 1.00 X 0 0 0 LUCY CARRICO DIRECTOR 1.00 X 0 0 0 CURTIS CHAN DIRECTOR 1.50 X 0 0 0 CHRISTOPHER CLIFFORD DIRECTOR 2.00 X 0 0 0 PETER CRAWFORD DIRECTOR 1.00 X 0 0 0 DAVID CUMMING DIRECTOR 1.50 X 0 0 0 HOLLY DEPATIE DIRECTOR 1.00 X 0 0 0 MATT DILLARD DIRECTOR 1.00 X 0 0 0 JOHN DISSMEYER DIRECTOR 2.50 X 0 0 0 BOB EMERY DIRECTOR 1.50 X 0 0 0 JULIE FLYNN DIRECTOR 2.50 X 0 0 0 JAMIE FORD DIRECTOR 2.00 X 0 0 0 ROCKY FRIED DIRECTOR 3.00 X 0 0 0 GARY GUITTARD DIRECTOR 1.00 X 0 0 0 MELINDA HAAG DIRECTOR 1.00 X 0 0 0 PHIL HALPERIN DIRECTOR 1.00 X 0 0 0 NEHA JOGANI NARANG DIRECTOR 2.00 X 0 0 0 LUCINDA LEE KATZ VICE CHAIR 3.00 X X 0 0 0 ARNIE MCCLELLAN DIRECTOR 1.50 X 0 0 0 DREW MCKNIGHT DIRECTOR 2.00 X 0 0 0 STEPHANIE MELLIN BOARD CHAIR 5.00 X X 0 0 0 JAMIE MOLDAFSKY DIRECTOR 1.00 X 0 0 0 MICHAEL NERUDA TREASURER 3.00 X X 0 0 0 BRIAN O'MELVENY DIRECTOR 1.50 X 0 0 0 ELLEN PARSONS SECRETARY 1.50 X X 0 0 0 CAMERON PHLEGER DIRECTOR 1.00 X 0 0 0 ERIC PROSNITZ DIRECTOR 1.00 X 0 0 0 CHRISTOPHER ROEDER DIRECTOR 1.50 X 0 0 0 KAREN ROYE DIRECTOR 1.50 X 0 0 0 DON SHAVER DIRECTOR 2.00 X 0 0 0 JENNIFER STEINMANN DIRECTOR 1.00 X 0 0 0 DAVID STRASBURG DIRECTOR 1.50 X 0 0 0 GREG SUHR DIRECTOR 2.00 X 0 0 0 AMY TAMBURRO DIRECTOR 2.00 X 0 0 0 DOUG TOM DIRECTOR 1.50 X 0 0 0 GREG VARNI DIRECTOR 1.00 X 0 0 0 BRENDA VINGIELLO DIRECTOR 3.00 X 0 0 0 IRVENIA WATERS DIRECTOR 3.00 X 0 0 0 THAYER MEICLER DIRECTOR 2.00 X 0 0 0 JEN MILLET DIRECTOR 2.00 X 0 0 0 ROBERT SCHIFF DIRECTOR 2.00 X 0 0 0 ROB CONNOLLY PRESIDENT 56.00 X 320390 0 48670 HEIDI COFFER VP OF FINANCE 45.00 X 154482 0 20627 MAXINE WILSON CHIEF OPERATING OFFICER 50.00 X 166083 0 19568 JONI LACHMAN VP OF INST. GIVING 45.00 X 141952 0 22764 HAROLD LOVE VP OF CLUB SERVICES 45.00 X 130295 0 15150 DENISE WANG-KLINE VP OF DEVELOPMENT 45.00 X 144956 0 10147 1058158 0 136926 6 0 1 0 VANTAGE MAINTENANCE 12725 RED CEDAR DRIVE EULESS TX 76040 CUSTODIAL 281548 SWITHENBANK CONSTRUCTION INC 1850 PETERS RANCH RD DANVILLE CA 94526 CONSTRUCTION 221889 JONES IT CONSULTING LLC 3435 CESAR CHAVEZ SAN FRANCISCO CA 94110 IT 159318 MARCUM LLP 1 MONTGOMERY ST STE 1700 SAN FRANCISCO CA 94104 ACCOUNTING 105598 4 121601 1839202 1179058 5977052 13053975 578343 22170888 LEADERSHIP PROGRAM 611710 80129 80129 MISCELLANEOUS 611710 39850 39850 CAMP FEES 611710 4069 4069 124048 349744 349744 170459 0 170459 170459 170459 258823 9937 290295 0 -31472 9937 -21535 -21535 164557 1839202 164557 0 OTHER INVESTMENT LOSS 900099 -20312 -20312 -20312 22773292 294507 0 307897 30000 30000 136923 136923 748081 300621 225412 222048 7905407 6712905 467986 724516 318360 333898 -53037 37499 1001744 772137 125302 104305 612090 475287 75192 61611 127571 102057 12757 12757 655328 458941 179615 16772 95179 18831 13023 63325 867591 700149 112251 55191 1176950 1175611 886 453 117031 115817 910 304 45961 36469 7562 1930 1084 1084 668355 665429 2926 184964 141866 43098 NEW MARKET TAX CREDIT 21376125 21376125 MISCELLANEOUS EXPENSES 112442 21665 68078 22699 REPAIRS AND MAINTENANCE 51238 50468 770 0 MEMBERSHIP DUES 48408 46665 1743 180 165 15 36281012 33672029 1285573 1323410 2212019 4325053 1038870 4001150 7859879 6700143 230245 43960 21376125 0 291194 263514 46149381 14444163 32607185 31705218 4832383 5783114 41330041 47105342 948171 903197 112726112 100830691 1816700 1663274 84263 26428 30514292 0 32415255 1689702 X 53556708 68031300 26754149 31109689 80310857 99140989 112726112 100830691 X -13507720 198736 99093 32040023 X X 0 1 X 1 0 X 12800744 14122390 14352161 23381082 22170888 86827265 12800744 14122390 14352161 23381082 22170888 86827265 1182670 85644595 839406 975265 965214 862898 520203 4162986 1139626 493097 133992 884594 9268563 11919872 102910123 0.83220 0.87370 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 41330041 3098600 3855759 1179058 47105342 41033067 1450000 1147296 2300322 41330041 40516567 509107 2217028 2209635 41033067 36530776 1593169 4390227 1997605 40516567 32627716 2661919 3133936 1892795 36530776 0.59230 0.40770 0.00000 0 1 1 4349017 4349017 40235476 13169455 27066021 1113230 905327 207903 451658 369381 82277 31705218 INTEREST IN NET ASSETS OF ENDOWMENT TRUST 47105342 F 47105342 X 35037518 198736 99093 13145455 13443284 21594234 1179058 1179058 22773292 16207386 1302499 1302499 14904887 21376125 21376125 36281012 PART V, LINE 4: THE BOYS & GIRLS CLUBS OF SAN FRANCISCO ENDOWMENT TRUST'S EXCLUSIVE PURPOSE IS TO SUPPORT BOYS & GIRLS CLUBS OF SAN FRANCISCO. PART X, LINE 2: THE CLUB IS A QUALIFIED ORGANIZATION EXEMPT FROM FEDERAL AND STATE INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND SECTION 23701D OF THE CALIFORNIA REVENUE AND TAXATION CODE, RESPECTIVELY. U.S. GAAP REQUIRES MANAGEMENT TO EVALUATE THE TAX POSITIONS TAKEN AND RECOGNIZE A TAX LIABILITY (OR ASSET) IF THE CLUB HAS TAKEN AN UNCERTAIN TAX POSITION THAT MORE-LIKELY-THAN-NOT WOULD BE SUSTAINED UPON EXAMINATION BY TAXING AUTHORITIES. MANAGEMENT EVALUATED THE CLUB'S TAX POSITIONS AND CONCLUDED THAT IT MAINTAINED ITS TAX EXEMPT STATUS AND HAD TAKEN NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE ADJUSTMENT TO THE CONSOLIDATED FINANCIAL STATEMENTS. THEREFORE, NO PROVISION OR LIABILITY FOR INCOME TAXES HAS BEEN INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS. THE CLUB'S TAX RETURNS ARE SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAXING AUTHORITIES; HOWEVER, THERE ARE NO EXAMINATIONS IN PROGRESS NOR ARE THERE ANY PENDING. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN INTEREST IN ENDOWMENT TRUST 3,855,759. BGCSF FULTON STREET CLUBHOUSE, INC. INTEREST INCOME 16. BGCSF FULTON STREET CLUBHOUSE, INC. MISCELLANEOUS INCOME 805. NEW MARKET TAX CREDIT 9,288,875. PART XI, LINE 4B - OTHER ADJUSTMENTS: CONTRIBUTION FROM BOYS & GIRLS CLUBS OF SAN FRANCISCO ENDOWMENT TRUST 1,179,058. PART XII, LINE 2D - OTHER ADJUSTMENTS: BGCSF MISSION CLUBHOUSE, INC. DEPRECIATION EXPENSE 189,949. BGCSF FULTON STREET CLUBHOUSE, INC. PROFESSIONAL FEES 198,068. BGCSF FULTON STREET CLUBHOUSE, INC. INTEREST EXPENSE 381,003. BGCSF FULTON STREET CLUBHOUSE, INC. DEPRECIATION EXPENSE 532,444. BGCSF FULTON STREET CLUBHOUSE, INC. MISC FEES 1,035. PART XII, LINE 4B - OTHER ADJUSTMENTS: NEW MARKET TAX CREDIT 21,376,125. GALA 663410 638446 24964 20325 YOUTH OF THE YEAR 770330 642685 127645 126694 5 570019 558071 11948 17538 2003759 1839202 164557 164557 164557 0 1 GATEWAY PUBLIC SCHOOLS 1430 SCOTT STREET SAN FRANCISCO CA 94115 943278357 501(C)(3) 30000 PARTNERSHIP TO PROVIDE YOUTH DEVELOPMENT PROGRAMS AND SERVICES AT BOTH GATEWAY HIGH SCHOOL AND GATEWAY MIDDLE SCHOOL SCHOLARSHIPS AND STIPENDS 458 136923 FORM 990, SCHEDULE I, PART III FOR SCHOLARSHIPS - EACH YOUTH MUST PROVIDE PROOF OF CURRENT ENROLLMENT AT A COLLEGE, UNIVERSITY OR VOCATIONAL PROGRAM BY SUBMITTING PROOF OF CURRENT ENROLLMENT AND BE IN GOOD STANDING BY SHOWING CLASS SCHEDULE, REGISTRATION RECEIPTS, AND A COPY OF THE LATEST TRANSCRIPT. FOR STIPENDS - MEMBERS RECEIVE STIPENDS UPON COMPLETION OF PROGRAMS, AND THE PROGRAM PARTICIPATION AND COMPLETION ARE VERIFIED AND SIGNED OFF BY CLUBHOUSE STAFF IN ACCORDANCE WITH THE CLUB'S PROGRAM STANDARDS. X X 0 0 0 0 0 0 0 0 0 ROB CONNOLLY PRESIDENT 320390 0 0 0 0 0 0 0 48670 0 369060 0 0 0 HEIDI COFFER VP OF FINANCE 154482 0 0 0 0 0 0 0 20627 0 175109 0 0 0 MAXINE WILSON CHIEF OPERATING OFFICER 166083 0 0 0 0 0 0 0 19568 0 185651 0 0 0 JONI LACHMAN VP OF INST. GIVING 141952 0 0 0 0 0 0 0 22764 0 164716 0 0 0 DENISE WANG-KLINE VP OF DEVELOPMENT 144956 0 0 0 0 0 0 0 10147 0 155103 0 0 0 MARTY BOHLEN DIRECTOR MR. BOHLEN'S SON, WAYNE BOHLEN, WORKS FOR THE ORGANIZATION 62846 COMPENSATION 0 X 43329 FMV X 1 4000 FMV X 46 2991159 FMV X VENUE RENTAL 1 239999 FMV X CATERING 3 227360 FMV X SOFTWARE 1 48327 FMV X EXCELSIOR LEARNING CENTER REMODEL 1 15220 FMV 0 0 1 PART I, LINE 32B: SCHEDULE M, LINE 32B: ALL AUTO DONATIONS ARE PROCESSED BY "DONATE FOR CHARITY ORGANIZATION. (WWW.DONATEFORCHARITY.COM) 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, AUDITED FINANCIAL STATEMENTS, AND 990S ARE 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 5,775,301. BGCSF MISSION CLUBHOUSE, INC. DEPRECIATION EXPENSE -189,949. BGCSF FULTON STREET CLUBHOUSE, INC. INTEREST INCOME 821. BGCSF FULTON STREET CLUBHOUSE, INC. DEPRECIATION EXPENSE -532,444. BGCSF FULTON STREET CLUBHOUSE, INC. INTEREST EXPENSE -381,003. BGCSF FULTON STREET CLUBHOUSE, INC. PROFESSIONAL FEES -198,068. CLUB BOARD DESIGNATED INVESTMENT IN ENDOWMENT TRUST -3,098,600. BGCSF MISSION CLUBHOUSE, INC. - MISCELLANEOUS EXPENSE -1,030. ROUNDING -5. BGCSF FULTON STREET CLUBHOUSE, INC. NEW MARKET TAX CREDIT 30,665,000. 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 NMTC 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"). FULTON CLUBHOUSE, INC. ON JUNE 24, 2013, BGCSF SECURED FINANCING RELATED TO THE CONSTRUCTION OF THE NEW FULTON CLUBHOUSE BUILDING, A QLICI, BY ENTERING INTO TRANSACTIONS (SEE NOTES 3 AND 7) 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 BGCSF AND THE SUBSEQUENT LEASE OF THE BUILDING TO BGCSF TO PROVIDE SERVICES TO THE LOCAL COMMUNITY AND TO PAY FEES AND EXPENSES RELATED TO THE CONSUMMATION OF THE NMTC TRANSACTIONS DURING THE YEAR ENDED SEPTEMBER 30, 2013. U.S. BANCORP COMMUNITY DEVELOPMENT CORPORATION ("USB"), BGCSF, AND THE FOLLOWING ENTITIES CERTIFIED AS CDE'S BY THE CDFI, USBCDE, LLC, OPPORTUNITY FUND NORTHERN CALIFORNIA, SAN FRANCISCO COMMUNITY INVESTMENT FUND, AND LCD NEW MARKETS FUND, LLC, FORMULATED THE REQUIRED STRUCTURING AND FINANCING THAT QUALIFIED FOR THE NMTC. USB FORMED BGCSF LCD/SFCIF INVESTMENT FUND, LLC AND BGCSF USBCDE INVESTMENT FUND, LLC. USB IS THE SOLE MEMBER OF BGCSF LCD/SCFIF INVESTMENT FUND, LLC AND BGCSF USBCDE INVESTMENT FUND, LLC. USB MADE EQUITY INVESTMENTS OF $8,526,375 TO BGCSF LCD/SFCIF INVESTMENT FUND, LLC. BGCSF ALSO MADE A LEVERAGE LOAN TO THE FUND OF $17,983,625 (SEE NOTE 3) AND PAID FEES OF $10,000. BGCSF LCD/SFCIF INVESTMENT FUND, LLC MADE A QEI OF $11,500,000 IN LCD NEW MARKETS FUND XIV, LLC, A CONTROLLED AFFILIATE OF LCD NEW MARKETS FUND, LLC. LCD NEW MARKETS FUND, LLC MADE AN EQUITY INVESTMENT OF $1,150. BGCSF LCD/SFCIF INVESTMENT FUND, LLC WAS A 99.99% NON-MANAGING MEMBER OF LCD NEW MARKETS FUND XIV, LLC AND LCD NEW MARKETS FUND, LLC WAS THE 0.01% MANAGING MEMBER OF THE FUND. BGCSF LCD/SFCIF INVESTMENT FUND, LLC MADE TWO LOANS TO FULTON CLUBHOUSE, INC. OF $7,804,215 AND $3,235,785, TOTALING $11,040,000 (SEE NOTE 7) AND PAID FEES OF $460,000 TO LCD NEW MARKETS FUND, LLC. BGCSF LCD/SFCIF INVESTMENT FUND, LLC MADE A QEI OF $15,000,000 IN SFCIF SUB CDE 3 LLC, A CONTROLLED AFFILIATE OF SAN FRANCISCO COMMUNITY INVESTMENT FUND. SAN FRANCISCO COMMUNITY INVESTMENT FUND MADE AN EQUITY INVESTMENT OF $1,500. BGCSF LCD/SFCIF INVESTMENT FUND, LLC IS A 99.99% NON-MANAGING MEMBER OF SFCIF SUB CDE 3 LLC AND SAN FRANCISCO COMMUNITY INVESTMENT FUND WAS THE 0.01% MANAGING MEMBER OF THE FUND. BGCSF LCD/SFCIF INVESTMENT FUND, LLC MADE TWO LOANS TO FULTON CLUBHOUSE, INC. OF $10,179,410 AND $4,445,590, TOTALING $14,625,000 AND PAID FEES OF $375,000 TO SAN FRANCISCO COMMUNITY INVESTMENT FUND. USB MADE EQUITY INVESTMENTS OF $1,657,500 TO BGCSF USBCDE INVESTMENT FUND, LLC. BGCSF ALSO MADE A LEVERAGE LOAN TO THE FUND OF $3,392,500 (SEE NOTE 3) AND PAID FEES OF $50,000. BGCSF USBCDE INVESTMENT FUND, LLC MADE A QEI OF $5,000,000 IN USBCDE SUB CDE 79, LLC, A CONTROLLED AFFILIATE OF USBCDE, LLC. USBCDE, LLC MADE AN EQUITY INVESTMENT OF $500. BGCSF USBCDE INVESTMENT FUND, LLC WAS A 99.99% NON-MANAGING MEMBER OF USBCDE SUB CDE 79, LLC AND USBCDE, LLC WAS THE 0.01% MANAGING MEMBER OF THE FUND. BGCSF LCD/SFCIF INVESTMENT FUND, LLC MADE TWO LOANS TO FULTON CLUBHOUSE, INC. OF $3,392,500 AND $1,607,500, TOTALING $5,000,000. BGCSF'S LEVERAGE LOANS RELATED TO THE CLUBHOUSE TOTAL $21,376,125. IN ADDITION, BGCSF MADE AN EQUITY INVESTMENT OF $547,179 IN FULTON CLUBHOUSE, INC. PURSUANT TO THE NMTC EXIT AGREEMENT DATED JUNE 30, 2020, THE NMTC TRANSACTION WAS TERMINATED. PUT AND CALL AGREEMENTS DURING THE YEAR ENDED SEPTEMBER 30, 2013, BGCSF AND U.S. BANCORP COMMUNITY DEVELOPMENT 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 OBJECTIVE OF THE EXERCISE OF THE PUT/CALL OPTIONS WOULD RESULT IN BGCSF 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). THE PUT OPTION WAS EXERCISED ON JUNE 30, 2020. AS SUCH, BGCSF CONTROLS THE FUND AND HAS FORGIVEN THE QLICI LOANS OF $30,665,000 AND THE RELATED NOTES RECEIVABLE IN THE AMOUNT OF $21,376,125. ACCORDINGLY, THE CLUB HAS RECOGNIZED NET INCOME FROM DEBT FORGIVENESS OF $9,288,875. THE FOLLOWING ARE HIGHLIGHTS OF THE AGREEMENT: PUT OPTION AGREEMENT THE AGREEMENT BETWEEN BGCSF (PURCHASER) AND U.S. BANCORP COMMUNITY DEVELOPMENT CORPORATION (SELLER) PERMITTED 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 HAD A 99.99% INTEREST IN SFCIF SUB CDE 3, LLC AND LCD NEW MARKETS FUND XIV, LLC. SFCIF SUB CDE 3, LLC PROVIDED LOANS OF $10,179,410 AND $4,445,590 TO FULTON CLUBHOUSE, INC. LCD NEW MARKETS FUND XIV, LLC PROVIDED LOANS OF $7,804,215 AND $3,235,785 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 BGCSF (PURCHASER) AND U.S. BANCORP COMMUNITY DEVELOPMENT CORPORATION (SELLER) PERMITTED 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 HAD 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 HAD THE RIGHT AND OPTION AT ANY TIME WITHIN NINETY DAYS AFTER THE PUT OPTION PERIOD HAD 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 WOULD BE DETERMINED BY AN INDEPENDENT APPRAISER, SELECTED IN ACCORDANCE WITH THE AGREEMENT. THE CALL OPTION WAS NOT EXERCISED. BOYS & GIRLS CLUBS OF SAN FRANCISCO ENDOWMENT TRUST 380 FULTON STREET SAN FRANCISCO CA 94102 946104097 TO SUPPORT BOYS & GIRLS CLUB OF SAN FRANCISCO CA 501(C)(3) LINE 12C, III-FI 0 BGCSF MISSION CLUBHOUSE INC 380 FULTON STREET SAN FRANCISCO CA 94102 272538511 RENTAL REAL ESTATE HOLDING COMPANY FOR MISSION CLUBHOUSE CA 501(C)(3) LINE 12A, I 0 BGCSF FULTON STREET CLUBHOUSE INC 380 FULTON STREET SAN FRANCISCO CA 94102 462695778 RENTAL REAL ESTATE HOLDING COMPANY FOR DON FISHER CLUBHOUSE AND BGCSF OFFICE CA 501(C)(3) LINE 12A, I 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 1 0 1 0 BOYS & GIRLS CLUBS OF SF ENDOWMENT TRUST C 1179058 FAIR VALUE OF TRANSACTIONS BOYS & GIRLS CLUBS OF SF ENDOWMENT TRUST R 3098600 FAIR VALUE OF TRANSACTIONS BGCSF FULTON CLUBHOUSE INC K 228523 FAIR VALUE OF TRANSACTIONS