2019-05-10T08:01:42-05:00 2018-06-30 570381582 ELLIOTT DAVIS LLCPLLC 1901 MAIN STREET SUITE 900 COLUMBIA SC 29201 990 2017-07-01 576026593 UNIVERSITY OF SC DEVELOPMENT FOUNDATION UNIV 8037771466 1027 BARNWELL STREET COLUMBIA SC 29208 RUSSELL H MEEKINS CHIEF FINANCIAL OFFICER 8037771466 2019-05-10 1 DENISE P HILL P00046615 8032560002 2019-05-06 104.129.204.64 2019-05-10 07:01:47 ED P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 C9520C96C1773AB04EF2131478939B2DDAC6E37B 2017 2019-02-21 02:37:17Z KIMBERLY ELLIOTT 1027 BARNWELL STREET COLUMBIA SC 29208 17793674 0 X WWW.SC.EDU/FOUNDATIONS/DEVELOPMENT X 1965 SC TO ACQUIRE PROPERTY IN ACCORDANCE WITH THE NEEDS OF THE UNIVERSITY OF SOUTH CAROLINA 17 15 0 17 436956 0 2571720 1463728 0 0 1765744 1132936 2617996 3746846 6955460 6343510 0 0 0 0 367678 635368 0 0 0 11161149 10761349 11528827 11396717 -4573367 -5053207 233040602 224901833 197582306 190585229 35458296 34316604 TO ACQUIRE REAL AND PERSONAL PROPERTY; AND TO HOLD, RENT, SELL, OR TRANSFER SUCH PROPERTY IN ACCORDANCE WITH THE NEEDS AND DEMANDS OF THE UNIVERSITY OF SOUTH CAROLINA. 0 0 10875339 TO ACQUIRE REAL AND PERSONAL PROPERTY TO MEET THE NEEDS OF THE UNIVERSITY OF SOUTH CAROLINA 10875339 1 1 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 1 0 0 1 0 0 0 1 1 0 0 0 1 1 1 1 0 0 1 54 0 1 0 1 1 0 0 0 0 0 0 0 0 0 X 17 15 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 SC X X KIMBERLY H ELLIOTT 8037770201 1027 BARNWELL STREET COLUMBIA SC 29208 DAVID M LAMBERT MEMBER 2.00 X 0 0 0 DR TOM H REGAN MEMBER 1.00 X 0 97908 0 BENJAMIN GRAVES MEMBER 1.00 X 0 0 0 HERBERT C ADAMS MEMBER 0.50 X 0 0 0 JAMES W CANTEY JR MEMBER 1.00 X 0 0 0 ROBERT HILL MEMBER 1.00 X 0 0 0 PAUL S GOLDSMITH MEMBER 1.00 X 0 0 0 JEAN E DUKE MEMBER 0.50 X 0 0 0 STAN HARPE MEMBER 0.30 X 0 0 0 S ALAN MEDLIN MEMBER 1.00 50.00 X 0 213521 0 PAGE MORRIS MEMBER 0.50 0.50 X 0 0 0 THOMAS E SUGGS MEMBER 1.00 1.00 X 0 0 0 MARK W BUYCK JR MEMBER 1.00 4.00 X 0 0 0 WILLIAM C HAMMETT JR CHAIR 3.00 1.00 X 0 0 0 JOSEPH C REYNOLDS CHAIR EMERITUS 0.50 X 0 0 0 SUSAN B SMITH CHIEF OPERATING OFFICER 10.00 30.00 X 0 170278 50624 RUSSELL H MEEKINS EXEC. DIRECTOR (DECEASED 12/23/17) 25.00 15.00 X 0 231177 54317 KIMBERLY H ELLIOTT FOUNDATION CFO 10.00 30.00 X 0 195931 56054 M ELIZABETH CRUM VICE CHAIR 0.30 X 0 0 0 DR SUSIE H VANHUSS SECRETARY/TREASURER 1.00 X 0 0 0 0 908815 160995 0 1 1 0 LCK CONSTRUCTION SVCS 1301 GERVAIS STREET SUITE 522 COLUMBIA SC 29201 RENOVATION/PROJECT MANAGEMENT 1097020 HOOD CONSTRUCTION COMPANY 1050 SHOP ROAD SUITE A COLUMBIA SC 29201 TENANT IMPROVEMENTS 432562 ICA ENGINEERING 2550 IRVIN COBB DR PADUCAH KY 42003 ENGINEERING SERVICES 421438 HOLDER PROPERTIES 3300 CUMBERLAND BLVD SUITE 200 ATLANTA GA 30339 PROPERTY MANAGEMENT 271866 SNIPES ELECTRIC CO INC PO BOX 5252 COLUMBIA SC 29250 ELECTRICAL SERVICES 199508 8 1463728 111390 1463728 132899 132899 10618877 9760164 858713 858713 -267720 1126433 1294287 1395750 0 1690000 1294287 -294250 1000037 -294250 1294287 PARKING REVENUE - INNOVISTA 480000 2288544 1692788 595756 PARKING REVENUE - WEST CAMPUS 480000 407020 326456 80564 MISCELLANEOUS REVENUE 900099 182475 154119 28356 10094 10094 2888133 6343510 1889207 436956 2553619 X 635368 315368 320000 103929 80438 23491 49438 9988 39450 19001 1904 17097 830750 819190 11560 55492 52263 3229 155695 154898 797 1882 1882 2066458 2066458 1127599 1127599 227826 188178 39648 REIMBURSED CONSTRUCTION 4808518 4808518 REAL ESTATE TAXES 514009 514009 MAINTENANCE AND REPAIRS 356619 356619 CONTRIBUTIONS 234583 234583 209550 145326 64224 11396717 10875339 521378 0 10399644 8590496 2016194 1900324 1220751 882726 6602405 6673533 4674 4674 153120097 12030679 147601783 141089418 27957496 26210685 36301926 35545888 935729 4004089 233040602 224901833 3244852 2594717 221740 282572 87492196 87142503 35044 37825 36948605 36911714 50488651 49236586 19151218 14379312 197582306 190585229 X 12508204 15674413 19584164 15276263 3365928 3365928 35458296 34316604 233040602 224901833 X -5053207 817080 3094435 X 0 1 X 1 0 X X 1 UNIVERSITY OF SOUTH CAROLINA 576001153 5 1 10875339 0 1 10875339 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 X PART IV, SECTION D, QUESTION 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 CONSTRUCTION OF PROPERTY THAT MEETS THE NEEDS OF THE UNIVERSITY. PART IV, SECTION E, QUESTION 1C: THE FOUNDATION ACQUIRES AND DEVELOPS REAL ESTATE FOR THE UNIVERSITY, WHICH IS AN AGENCY OF THE STATE OF SOUTH CAROLINA. 19000 X 0 0 1 X 24713991 1200 2240451 81085 227125 26647432 26405752 1200 4854654 6299125 248490 24713991 27828554 1200 -1022941 170410 230651 26405752 26957594 1200 1109107 239347 27828554 22655668 1200 4897900 382467 214707 26957594 0.83800 0.12640 0.03560 0 0 4110687 4110687 145115728 10832161 134283567 2902744 1008845 1893899 990938 189673 801265 141089418 REAL ESTATE HELD FOR INVESTMENT 35545888 C 35545888 DEFICIT IN USC HOTEL ASSOCIATES 592959 INTEREST RATE SWAP 1296064 DUE TO USC EDUCATIONAL FOUNDATION 4000000 TAXABLE BOND LIABILITY 1798797 DUE TO RELATED PARTY 6673533 SECURITY DEPOSITS 17959 14379312 X 26524397 817080 19363807 20180887 6343510 0 6343510 27627997 16231280 16231280 11396717 0 11396717 PART III, LINE 4: THE FOUNDATION PRESERVES VARIOUS PIECES OF ART FOR FUTURE GENERATIONS AND FOR THE BENEFIT OF THE UNIVERSITY OF SOUTH CAROLINA. PART IV, LINE 2B: THE FOUNDATION HELD FUNDS IN THE AMOUNT OF $35,044 AS OF 6-30-18 FOR SODEXHO SERVICES THAT WERE USED TO CONSTRUCT THE INTERIOR OF A STUDENT DINING FACILITY THAT WILL BE OPERATED ON DORM PROPERTY OWNED BY THE FOUNDATION AND $2,781 FOR THE USC EDUCATIONAL FOUNDATION FOR REFUND OF EXPENSES PAID BY THE EDUCATIONAL FOUNDATION. 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: ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA REQUIRE MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY THE FOUNDATION AND RECOGNIZE A TAX LIABILITY (OR ASSET) IF THE FOUNDATION HAS TAKEN AN UNCERTAIN POSITION THAT MORE LIKELY THAN NOT WOULD BE SUBSTANTIATED UPON EXAMINATION BY THE IRS. MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY THE FOUNDATION, AND HAS CONCLUDED THAT AS OF JUNE 30, 2018, THERE ARE NO UNCERTAIN POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY (OR ASSET) OR DISCLOSURE IN THE FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN PLEDGES RECEIVABLE -115,870. USC HOTEL ASSOCIATES REVENUE - ENTITY FILES A SEPARATE RETURN 4,374,112. RENTAL EXPENSES FOR WEST CAMPUS NETTED AGAINST RENT REVENUE ON PAGE 9 9,760,164. UNREALIZED GAIN ON INTEREST RATE SWAPS - WEST CAMPUS 3,167,042. UNREALIZED GAIN ON INTEREST RATE SWAPS - USC HOTEL ASSOCIATES 118,308. USC INNOVATIONS REVENUE - ENTITY FILES A SEPARATE TAX RETURN 2,060,051. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES FOR WEST CAMPUS NETTED AGAINST RENT REVENUE ON PAGE 9 9,760,164. USC INNOVATIONS EXPENSES - ENTITY FILES SEPARATE TAX RETURN 2,122,770. USC HOTEL ASSOCIATES EXPENSES - ENTITY FILES A SEPARATE TAX RETURN 4,301,959. WHEELER HILL, LLC - FILES A SEPARATE FORM 1120 46,387. X X X 0 0 0 0 0 0 0 0 0 S ALAN MEDLIN MEMBER 0 213521 0 0 0 0 0 0 0 0 0 213521 0 0 SUSAN B SMITH CHIEF OPERATING OFFICER 0 170278 0 0 0 0 0 31796 0 18828 0 220902 0 0 RUSSELL H MEEKINS EXEC. DIRECTOR (DECEASED 12/23/17) 0 231177 0 0 0 0 0 42353 0 11964 0 285494 0 0 KIMBERLY H ELLIOTT FOUNDATION CFO 0 195931 0 0 0 0 0 36506 0 19548 0 251985 0 0 DR SUSIE H VANHUSS SECRETARY/TREASURER 0 0 0 0 0 0 0 0 0 0 0 0 SCHEDULE J, PAGE 2, PART II: RUSSELL MEEKINS, KIMBERLY H. ELLIOTT, AND SUSAN B. SMITH RECEIVED THEIR COMPENSATION FROM THE UNIVERSITY OF SOUTH CAROLINA (USC). MR. MEEKINS RECEIVED A TOTAL OF $285,494 FROM USC. MRS. ELLIOTT RECEIVED A TOTAL OF $251,985 FROM USC. MRS. SMITH RECEIVED A TOTAL OF $220,902 FROM USC. THE FOUNDATION ALONG WITH THE UNIVERSITY OF SOUTH CAROLINA 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 616795 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 SOUTH STATE BANK SUBSTANTIAL CONTRIBUTOR REAL ESTATE AQUISITION X 19948605 19948605 0 1 1 SOUTH STATE BANK SUBSTANTIAL CONTRIBUTOR REAL ESTATE AQUISITION X 17000000 16963109 0 1 1 36911714 HUB INTERNATIONAL A FOUNDATION BOARD MEMBER IS CEO OF THE CAROLINAS REGION FOR HUB SOUTHEAST 72476 HUB SOUTHEAST PROVIDES INSURANCE TO THE FOUNDATION 0 SCHEDULE 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 6-30-18. 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 111390 FMV 0 1 1 PART I, LINE 32B: THE DEVELOPMENT FOUNDATION HIRES A THIRD PARTY REAL ESTATE AGENT TO SELL DONATED PROPERTY. FORM 990, PART VI, SECTION A, LINE 2 BOARD MEMBER, TOMMY SUGGS, IS AN EXECUTIVE WITH HUB INTERNATIONAL. SEVERAL BOARD MEMBERS ARE CLIENTS OF HUB INTERNATIONAL. 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 ESTABLISHIED 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 IX, LINE 24E PARKING: PROGRAM SERVICE EXPENSES 18,750. MANAGEMENT AND GENERAL EXPENSES 28,814. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 47,564. BANK FEES: PROGRAM SERVICE EXPENSES 33,829. MANAGEMENT AND GENERAL EXPENSES 2,950. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 36,779. RENTAL: PROGRAM SERVICE EXPENSES 3,891. MANAGEMENT AND GENERAL EXPENSES 28,440. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 32,331. MISCELLANEOUS EQUIPMENT, COMPUTER SOFTWARE AND OFFICE FURNISHINGS: PROGRAM SERVICE EXPENSES 30,131. MANAGEMENT AND GENERAL EXPENSES 2,000. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 32,131. DUES AND ASSESSMENTS: PROGRAM SERVICE EXPENSES 15,895. MANAGEMENT AND GENERAL EXPENSES 10. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 15,905. MISCELLANEOUS SUPPLIES AND EXPENSE: PROGRAM SERVICE EXPENSES 13,316. MANAGEMENT AND GENERAL EXPENSES 661. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 13,977. TRANSFER EXPENSE: PROGRAM SERVICE EXPENSES 10,000. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 10,000. REFUNDS AND REVENUE SHARE: PROGRAM SERVICE EXPENSES 9,361. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 9,361. AMORTIZATION OF LOAN CLOSING COSTS: PROGRAM SERVICE EXPENSES 9,193. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 9,193. MILEAGE: PROGRAM SERVICE EXPENSES 43. MANAGEMENT AND GENERAL EXPENSES 1,349. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,392. AMORTIZATION OF LEASING COMMISSIONS: PROGRAM SERVICE EXPENSES 917. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 917. FORM 990, PART XI, LINE 9: CHANGE IN PLEDGES RECEIVABLE -115,870. UNREALIZED GAINS ON INTEREST RATE SWAPS - WEST CAMPUS 3,167,042. NET LOSS FROM USC INNOVATION, LLC WHICH FILES A SEPARATE RETURN -62,719. NET INCOME FROM USC HOTEL ASSOCIATES WHICH FILES A SEPARATE RETURN 190,461. NET CHANGE ATTRIBUTABLE TO MINORITY INTEREST IN USC HOTEL ASSOCIATES -38,092. NET LOSS FROM WHEELER HILL, LLC WHICH FILES A SEPARATE RETURN -46,387. FORM 990, SCHEDULE K, PART V: ARBITRAGE PROCEDURES ARE NOT APPLICABLE TO THE ORGANIZATION BECAUSE THE BONDS HAVE BEEN ISSUED LONGER THAN THE 12 MONTH PERIOD REQUIRED BY THE REGULATIONS TO ADOPT THESE PROCEDURES. FORM 990, PAGE 12, PART XII, LINE 2C, RESPONSIBILITY OF AUDIT OVERSIGHT: THE FOUNDATION'S BOARD OF DIRECTORS OVERSEES THE AUDIT PROCESS. THE INN AT USC LLC 1027 BARNWELL STREET COLUMBIA SC 29208 GROUND LEASE TO USC HOTEL ASSOCIATES, LLC SC 218702 2457924 UNIVERSITY OF SOUTH CAROLINA DEVELOPMENT FOUNDATION CDRC LLC 1027 BARNWELL STREET COLUMBIA SC 29208 LAND/BLDG TO HOUSE USC CHILD DEVELOPMENT RESEARCH CENTER SC 205644 3839490 UNIVERSITY OF SOUTH CAROLINA DEVELOPMENT FOUNDATION WILLIAMS AT BLOSSOM LLC 1027 BARNWELL STREET COLUMBIA SC 29208 REAL ESTATE INVESTMENT SC 124400 3551359 UNIVERSITY OF SOUTH CAROLINA DEVELOPMENT FOUNDATION ADDESSO-DF LLC 1027 BARNWELL STREET COLUMBIA SC 29208 OWNS 49% INTEREST IN RESIDENTIAL/RETAIL CONDO PROJECT VIA ADESSO/COLUMBIA SC 0 0 UNIVERSITY OF SOUTH CAROLINA DEVELOPMENT FOUNDATION WEST CAMPUS LLC 1027 BARNWELL STREET COLUMBIA SC 29208 UNIVERSITY STUDENT HOUSING SC 8972505 91476089 UNIVERSITY OF SOUTH CAROLINA DEVELOPMENT FOUNDATION CPF PROPERTIES II LLC 1027 BARNWELL STREET COLUMBIA SC 29208 REAL ESTATE DEVELOPMENT SC 929898 14463818 UNIVERSITY OF SOUTH CAROLINA DEVELOPMENT FOUNDATION USC INNOVISTA PARKING LLC 1027 BARNWELL STREET COLUMBIA SC 29208 LEASING CAMPUS PARKING SPACES SC 2132276 16984445 UNIVERSITY OF SOUTH CAROLINA DEVELOPMENT FOUNDATION UNIVERSITY OF SOUTH CAROLINA 1718 COLLEGE STREET COLUMBIA SC 29208 576001153 PUBLIC UNIVERSITY SC N/A 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) 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 152368 -592970 0 23238 0 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 2060051 23338547 1.00000 0 0 1 1 0 1 0 0 0 0 1 0 0 0 1 1 1 1 1 1 USC HOTEL ASSOCIATES LLC J 218702 FAIR MARKET VALUE USCINNOVATION LLC D 1600000 FAIR MARKET VALUE USCINNOVATION LLC B 729662 FAIR MARKET VALUE WHEELER HILL LLC D 1588388 EXPENSE REIMBURSEMENT