2020-05-06T16:25:42-05:00 2019-06-30 560747981 DIXON HUGHES GOODMAN LLP 500 RIDGEFIELD COURT ASHEVILLE NC 28806 990 2018-07-01 576026593 UNIVERSITY OF SC DEVELOPMENT FOUNDATION UNIV 8037771466 1027 BARNWELL STREET COLUMBIA SC 29208 R JASON CASKEY PRESIDENT/CEO 8037771466 2020-05-06 1 AMY BIBBY P00445891 8282542254 99.47.28.203 2020-05-06 16:24:42 ED P 10F509D5F35E0B8E6C6A1C379A4B7FAC5D3BBF00 48FB394F9AA065459641371F168D9F2AFFFBB473 2018 2021-01-29 14:40:06Z R JASON CASKEY 1027 BARNWELL STREET COLUMBIA SC 29208 18583410 0 X WWW.SC.EDU/FOUNDATIONS/DEVELOPMENT X 1965 SC SEE SCHEDULE O. THE FOUNDATION IS ORGANIZED EXCLUSIVELY FOR CHARITABLE, SCIENTIFIC, ELEEMOSYNARY, AND EDUCATIONAL PURPOSES, AND SHALL AT ALL TIMES BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF THE UNIVERSITY OF SOUTH CAROLINA. 16 14 0 17 905685 2989675 1463728 2971766 0 0 1132936 1138778 3746846 4708084 6343510 8818628 0 0 0 0 635368 605641 0 0 0 10761349 7025243 11396717 7630884 -5053207 1187744 224901833 221155280 190585229 184904647 34316604 36250633 THE FOUNDATION IS ORGANIZED EXCLUSIVELY FOR CHARITABLE, SCIENTIFIC, ELEEMOSYNARY, AND EDUCATIONAL PURPOSES, AND SHALL AT ALL TIMES BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF THE UNIVERSITY OF SOUTH CAROLINA. 0 0 7115343 THE PRIMARY PURPOSES OF THE FOUNDATION ARE TO ACQUIRE REAL AND PERSONAL PROPERTY; AND TO HOLD, RENT, SELL, OR TRANSFER SUCH PROPERTY IN ACCORDANCE WITH THE NEEDS OF THE UNIVERSITY OF SOUTH CAROLINA. 7115343 1 1 0 0 0 0 1 0 1 1 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 1 0 0 0 1 1 0 0 0 1 1 1 1 0 0 1 53 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 X 16 14 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 SC X X R JASON CASKEY 8037770201 1027 BARNWELL STREET COLUMBIA SC 29208 HERBERT C ADAMS DIRECTOR 0.50 0.50 X 0 0 0 JAMES W CANTEY JR DIRECTOR 1.00 0.25 X 0 0 0 M ELIZABETH CRUM VICE CHAIR 0.30 X X 0 0 0 JEAN E DUKE DIRECTOR 1.00 X 0 0 0 PAUL S GOLDSMITH DIRECTOR 0.50 X 0 0 0 D BENJAMIN GRAVES DIRECTOR 1.00 X 0 0 0 WILLIAM C HAMMETT JR CHAIR 3.00 1.00 X X 0 0 0 A STANLEY HARPE III DIRECTOR 0.30 X 0 0 0 ROBERT R HILL JR DIRECTOR 1.00 X 0 0 0 DAVID M LAMBERT DIRECTOR 4.00 X 0 0 0 S ALAN MEDLIN DIRECTOR 2.00 45.00 X 0 213521 0 F PAGE MORRIS DIRECTOR 1.00 X 0 0 0 DR TOM H REGAN DIRECTOR 1.00 X 0 97908 0 JOSEPH C REYNOLDS CHAIR EMERITUS 1.00 X X 0 0 0 THOMAS E SUGGS DIRECTOR 0.50 X 0 0 0 DR SUSIE H VANHUSS SECRETARY/TREASURER (UNTIL MAY '19) 1.00 X X 0 0 0 R JASON CASKEY PRESIDENT AND CEO (BEG. AUG. '18) 25.00 15.00 X 0 119583 3750 KIMBERLY H ELLIOTT CFO AND TREASURER 10.00 30.00 X 0 220265 64841 SUSAN B SMITH CHIEF OPERATING OFFICER 10.00 30.00 X 0 188190 57894 LINDSEY E FISHER SECRETARY 10.00 30.00 X 0 64827 24464 0 904294 150949 0 0 1 0 ICA ENGINEERING 2550 IRVIN COBB DRIVE PADUCAH KY 42003 ENGINEERING SERVICES 421438 HOLDER PROPERTIES INC 3300 CUMBERLAND BLVD STE 200 ATLANTA GA 30339 PROPERTY MANAGEMENT 270411 SOUTHERN SPECIALTY PRODUCTS 100 MORNING LAKE DRIVE LEXINGTON SC 29072 JANITORIAL SERVICES 116149 3 2971766 459965 2971766 187440 187440 10990968 9758680 1232288 1232288 -126010 1358298 957440 6102 951338 951338 951338 PARKING REVENUE - INNO 480000 2438377 1522471 915906 PARKING REVENUE - WEST 480000 497745 382082 115663 REIMBURSEMENTS 900099 382204 382078 126 157470 157470 3475796 8818628 2444101 905685 2497076 200000 200000 405641 280641 125000 138333 125564 12769 58900 7250 51650 16838 1899 14939 403579 402328 1251 3766 3766 82847 71681 11166 131762 121328 10434 513157 511759 1398 11688 6923 4765 300 300 2405975 2405975 1218028 1218028 234958 191072 43886 INCOME TAXES 782746 782746 REIMBURSED CONSTRUCTION 615284 615284 OFFICE EQUIPMENT AND FU 186211 184211 2000 MAINTENANCE AND REPAIRS 141168 141168 79703 43720 35983 7630884 7115343 515541 0 8590496 10700714 1900324 1374096 882726 970466 6673533 4674 4674 153216800 16784142 141089418 136432658 26210685 27346167 39549977 44326505 224901833 221155280 2594717 2291524 282572 668280 87142503 86729484 37825 35958 36911714 36256966 49236586 45797614 14379312 13124821 190585229 184904647 X 15674413 17893884 15276263 14990821 3365928 3365928 34316604 36250633 224901833 221155280 X 1187744 4014 742271 X X 0 1 X 1 0 X X 1 UNIVERSITY OF SOUTH CAROLINA 576001153 5 1 7115343 0 1 7115343 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 X SCHEDULE A, PAGE 5, SECTION E, LINE 1C THE FOUNDATION ACQUIRES AND DEVELOPS REAL ESTATE FOR THE UNIVERSITY, WHICH IS AN AGENCY OF THE STATE OF SOUTH CAROLINA. SCHEDULE A, PAGE 5, SECTION D, LINE 3 THE FOUNDATION HAS A BOARD MEMBER WHO ALSO SERVES AS A BOARD MEMBER OF THE SUPPORTED ORGANIZATION, THE UNIVERSITY OF SOUTH CAROLINA (THE UNIVERSITY). IN ADDITION, THE FOUNDATION'S BOARD REGULARLY MEETS WITH THE ADMINISTRATION OF THE UNIVERSITY TO BE ADVISED OF THE UNIVERSITY'S REAL ESTATE NEEDS SO THAT THE FOUNDATION CAN PLAN ACQUISITIONS OR CONSTRUCTIONS OF PROPERTY THAT MEETS THAT NEEDS OF THE UNIVERSITY. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED X 1 1084.00 0 0 1 0 0.00 0 X 0 1 X 26647432 1073585 63461 232988 27424568 24713991 1200 2240451 81085 227125 26647432 26405752 1200 4854654 6299125 248490 24713991 27828554 1200 -1022941 170410 230651 26405752 26957594 1200 1109107 239347 27828554 0.84130 0.12270 0.03600 0 0 4110687 4110687 145158999 14955214 130203785 2902744 1413498 1489246 1044370 415430 628940 136432658 OTHER ASSETS 4071054 REAL ESTATE HELD FOR INVESTMENT 40255451 44326505 632218 STATE INCOME TAXES 150528 INTEREST RATE SWAP 7066900 DUE TO USC EDUCATIONAL FOUNDATION 5000000 TAXABLE BOND LIABILITY 257216 SECURITY DEPOSITS 17959 13124821 X 30918693 4006 12857505 12861511 18057182 -6102 -9232452 -9238554 8818628 27266432 19629446 19629446 7636986 -6102 -6102 7630884 PART II, LINE 9: A CONSERVATION EASEMENT WAS GIFTED TO THE FOUNDATION. NO VALUE IS REPORTED ON THE BALANCE SHEET. MAINTENANCE EXPENSES ARE INCLUDED IN THE STATEMENT OF FUNCTIONAL EXPENSES WHEN INCURRED. PART IV, LINE 2B: THE FOUNDATION HAS AGREED TO HOLD FUNDS FOR OTHER ENTITIES THAT ARE AVAILABLE UPON THEIR REQUEST. THE FUNDS TOTALED $35,958 AT 6/30/2019. PART V, LINE 4: ENDOWMENT FUNDS ARE USED, IN ACCORDANCE WITH ANY DONOR RESTRICTIONS, TO SUPPORT THE REAL AND PERSONAL PROPERTY NEEDS OF THE UNIVERSITY OF SOUTH CAROLINA. PART X, LINE 2: THE FOUNDATION HAS BEEN GRANTED EXEMPTION FROM INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND ACCORDINGLY, NO PROVISION FOR INCOME TAX IS RECORDED IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. THE FOUNDATION HAS DETERMINED THAT IT DOES NOT HAVE ANY UNRECOGNIZED TAX BENEFITS OR OBLIGATIONS AS OF JUNE 30, 2019. PART XI, LINE 2D - OTHER ADJUSTMENTS: USC HOTEL ASSOCIATES REVENUE - ENTITY FILES A SEPARATE RETURN 10,158,517. USC INNOVATION, LLC REVENUE - ENTITY FILES A SEPARATE RETURN 2,698,988. PART XI, LINE 4B - OTHER ADJUSTMENTS: CHANGE IN PLEDGES RECEIVABLE 526,228. RENTAL EXPENSES FOR WEST CAMPUS NETTED AGAINST RENT REVENUE ON PAGE 9 -9,758,680. PART XII, LINE 2D - OTHER ADJUSTMENTS: USC HOTEL ASSOCIATES EXPENSES - ENTITY FILES A SEPARATE RETURN 1,567,247. USC INNOVATION, LLC EXPENSES - ENTITY FILES A SEPARATE RETURN 2,498,246. WHEELER HILL, LLC EXPENSES - ENTITY FILES A SEPARATE RETURN 34,436. RENTAL EXPENSES FOR WEST CAMPUS NETTED AGAINST RENT REVENUE 9,758,680. UNREALIZED LOSS ON WEST CAMPUS INTEREST RATE SWAP 5,770,837. SCH D PART X OTHER LIABILITIES THE ORGANIZATION RECORDED BOTH FEDERAL AND STATE INCOME TAX LIABILITIES AS A RESULT OF A SALE OF UNRELATED BUSINESS PROPERTY DURING FISCAL YEAR 2019 (REPORTED ON FORM 990-T). X X X 0 0 0 0 0 0 0 0 0 S ALAN MEDLIN DIRECTOR 0 213521 0 0 0 0 0 0 0 0 0 213521 0 0 KIMBERLY H ELLIOTT CFO AND TREASURER 0 205265 0 15000 0 0 0 45164 0 19677 0 285106 0 0 SUSAN B SMITH CHIEF OPERATING OFFICER 0 178190 0 10000 0 0 0 38709 0 19185 0 246084 0 0 SCHEDULE J, PART II, PAGE 2 KIMBERLY H. ELLIOTT AND SUSAN B. SMITH RECEIVED THEIR COMPENSATION FROM THE UNIVERSITY OF SOUTH CAROLINA (USC). MRS. ELLIOTT RECEIVED A TOTAL OF $285,106 FROM USC. MRS. SMITH RECEIVED A TOTAL OF $246,084 FROM USC. THE USC EDUCATIONAL FOUNDATION, A RELATED PARTY, REIMBURSED USC 100% OF THESE COSTS. A USC DF - WEST CAMPUS LLC 2014-07-31 88065000 TO FINANCE THE CONSTRUCTION OF A DORMITORY 0 1 0 A 1040552 88065000 341803 2016 0 0 1 1 A 1 0 0 0 0 0 0 A 0 0 0 0 1 0 0 0 0 A 0 SCHEDULE K, PART IV ARBITRAGE PROCEDURES ARE NOT APPLICABLE TO THE FOUNDATION BECAUSE THE BONDS HAVE BEEN ISSUED LONGER THAN THE 12 MONTH PERIOD REQUIRED BY THE REGULATIONS TO ADOPT THESE PROCEDURES. SOUTH STATE BANK SUBSTANTIAL CONTRIBUTOR REAL ESTATE ACQUISITION X 5632024 5632024 0 1 1 SOUTH STATE BANK SUBSTANTIAL CONTRIBUTOR REAL ESTATE ACQUISITION X 17000000 16364325 0 1 1 SOUTH STATE BANK SUBSTANTIAL CONTRIBUTOR REAL ESTATE ACQUISITION X 14300000 14260617 0 1 1 36256966 HUB INTERNATIONAL A FOUNDATION BOARD MEMBER IS CEO OF THE CAROLINAS REGION FOR HUB SOUTHEAST 76715 HUB SOUTHEAST PROVIDES INSURANCE TO THE FOUNDATION 0 SCH L, PART II, LOANS TO AND FROM INTERESTED PERSONS SOUTH STATE BANK IS A DISQUALIFIED PERSON BECAUSE OF THEIR CHARITABLE CONTRIBUTION TO THE FOUNDATION FOR THE YEAR ENDED 6-30-19. THE LOANS DUE TO SOUTH STATE BANK WERE EXTENDED ON ARM'S LENGTH TERMS IN ACCORDANCE WITH BANK POLICY AND PROCEDURE AS REQUIRED BY SOUTH STATE BANK'S CREDIT ADMINISTRATION DEPARTMENT. X 4 459966 FMV 0 1 1 PART I, LINE 32B: THE DEVELOPMENT FOUNDATION HIRES REAL ESTATE AGENTS TO SELL DONATED REAL ESTATE. FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION REVISED ITS BYLAWS DURING THE YEAR. REVISIONS INCLUDED CHANGES TO INCREASE CLARIFICATION OF RESPONSIBILITIES OF BOARD MEMBERS AND CORPORATE OFFICERS, CHANGES TO BOARD TERMS AND ITEMS CONCERNING APPOINTMENTS AND/OR REMOVALS OF DIRECTORS, THE INCLUSION OF THE CONFLICT OF INTEREST POLICY AS PART OF THE BYLAWS, CHANGES RELATING TO MEETINGS AND/OR VOTING PROCEDURES, CLARIFICATIONS REGARDING THE PURPOSE AND NATURE OF THE FOUNDATION, AND OTHER MINOR CHANGES. FORM 990, PART VI, SECTION B, LINE 11B A COPY OF THE 990 IS E-MAILED TO EACH BOARD MEMBER PRIOR TO FILING. BOARD MEMBERS ARE REQUESTED TO REVIEW THE FORM AND NOTIFY THE FOUNDATION PRIOR TO THE FORM DUE DATE IF THEY HAVE ANY COMMENTS OR CORRECTIONS TO THE FORM. FORM 990, PART VI, SECTION B, LINE 12C THE FOUNDATION'S CONFLICT OF INTEREST POLICY IS DISTRIBUTED ANNUALLY TO BOARD MEMBERS AT A FULL BOARD MEETING. ATTACHED TO THE COPY OF THE CONFLICT OF INTEREST POLICY IS A SIGNATURE FORM FOR EACH BOARD MEMBER TO SIGN AND INDICATE THAT THEY HAVE READ, AND COMPLIED WITH, THE FOUNDATION'S CONFLICT OF INTEREST POLICY FOR THE YEAR. THE SIGNATURE FORMS ARE COLLECTED AND KEPT BY THE FOUNDATION. FORM 990, PART VI, SECTION B, LINE 15 OFFICER'S COMPENSATION IS DETERMINED BASED ON PERFORMANCE AND BOARD REVIEWS. SALARIES ARE DERIVED FROM COMPARABLE INDUSTRY DATA AND ACHIEVEMENT OF PERFORMANCE STANDARDS ESTABLISHED AT THE BEGINNING OF EACH FISCAL YEAR. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS, ANNUAL FORM 990 AND 990-T ARE AVAILABLE ON THE ORGANIZATION'S WEBSITE AND UPON WRITTEN REQUEST. FORM 990, PART XI, LINE 9: CHANGES IN PLEDGES RECEIVABLE -526,228. UNREALIZED LOSS ON WEST CAMPUS INTEREST RATE SWAP -5,770,836. NET GAIN FROM USCINNOCATION, LLC 200,742. NET INCOME FROM USC HOTEL ASSOCIATES 8,591,272. NET CHANGE ATTRIBUTABLE TO USC HOTEL ASSOCIATIES -1,718,243. NET LOSS FROM WHEELER HILL, LLC -34,436. FORM 990, PART XII, LINE 2C THE PROCESS HAS NOT CHANGED SINCE THE PRIOR YEAR. 990T BUSINESS ACTIVITY THE FOUNDATION HOLDS AN 80% INTEREST IN USC HOTEL ASSOCIATES, LLC WHICH OPERATES A HOTEL TO BENEFIT THE UNIVERSITY, NAMED "THE INN AT USC". DURING 2014, THE FOUNDATION FORMED USC DF - WEST CAMPUS, LLC TO BUILD AN 878 BED DORMITORY INCLUDING RELATED PARKING AND GROUND FLOOR RETAIL FACILITIES ON THE CAMPUS OF THE UNIVERSITY OF SOUTH CAROLINA. DURING 2017, THE FOUNDATION FORMED INNOVISTA PARKING, LLC TO PURCHASE THE HORIZON PARKING GARAGE AND DISCOVERY PARKING GARAGE, BOTH OF WHICH ARE LOCATED ON THE CAMPUS OF THE UNIVERSITY OF SOUTH CAROLINA. PARKING SPACES WITHIN THESE GARAGES ARE LEASED ON AN HOURLY, DAILY AND MONTHLY BASIS. CDRC LLC 1027 BARNWELL STREET COLUMBIA SC 29208 LAND/BLDG TO HOUSE USC CHILD DEVELOPMENT RESEARCH CENTER SC 209707 3832023 USC DF WILLIAMS AT BLOSSOM LLC 1027 BARNWELL STREET COLUMBIA SC 29208 REAL ESTATE INVESTMENT SC 117290 3479166 USC DF ADDESSO-DF LLC 1027 BARNWELL STREET COLUMBIA SC 29208 OWNS 49% INTEREST IN RESIDENTIAL/RETAIL CONDO PROJECT VIA ADDESSO/COLUMBIA SC 0 0 USC DF THE INN AT USC LLC 1027 BARNWELL STREET COLUMBIA SC 29208 GROUND LEASE TO USC HOTEL ASSOCIATES, LLC SC 186665 2644590 USC DF WEST CAMPUS LLC 1027 BARNWELL STREET COLUMBIA SC 29208 UNIVERSITY STUDENT HOUSING SC 9076765 89022084 USC DF CPF PROPERTIES II LLC 1027 BARNWELL STREET COLUMBIA SC 29208 REAL ESTATE DEVELOPMENT SC 948648 14369473 USC DF INNOVISTA PARKING LLC 1027 BARNWELL STREET COLUMBIA SC 29208 LEASING CAMPUS PARKING SPACES SC 2343208 16618403 USC DF UNIVERSITY OF SOUTH CAROLINA 1718 COLLEGE STREET COLUMBIA SC 29208 576001153 PUBLIC UNIVERSITY SC N/A N/A 0 UNIVERSITY OF SOUTH CAROLINA EDUCATIONAL FOUNDATION 1027 BARNWELL STREET COLUMBIA SC 29208 576017985 EDUCATION AND RESEARCH SUPPORT SC 501(C)(3) LINE 5 N/A 0 USC HOTEL ASSOCIATES LLC 1027 BARNWELL STREET COLUMBIA SC 29208 134272820 HOLDS INTEREST IN THE INN AT USC SC UNIVERSITY OF SOUTH CAROLINA DEVELOPMENT FOUNDATION UNRELATED 6863730 0 21348 0 0.80000 WHEELER HILL DEVELOPMENT LLC 1027 BARNWELL STREET COLUMBIA SC 29208 204996416 REAL ESTATE DEVELOPMENT SC UNIVERSITY OF SOUTH CAROLINA DEVELOPMENT FOUNDATION C 1654663 1.00000 0 USCINNOVATION LLC 1027 BARNWELL STREET COLUMBIA SC 29208 465676518 REAL ESTATE DEVELOPMENT SC UNIVERSITY OF SOUTH CAROLINA DEVELOPMENT FOUNDATION C 2698988 23564902 1.00000 0 0 0 1 1 1 0 0 0 0 1 0 0 0 1 1 1 1 1 1 USC HOTEL ASSOCIATES LLC J 186665 FAIR MARKET VALUE USCINNOVATION LLC D 1600000 FAIR MARKET VALUE WHEELER HILL DEVELOPMENT LLC D 1622715 EXPENSE REIMBURSEMENT