2018-09-14T11:01:40-05:00 2017-12-31 946214841 ARMANINO LLP 12657 ALCOSTA BLVD STE 500 SAN RAMON CA 945834600 990 2017-05-01 352581424 UPSTREAM USA INC UPST 5109189723 1630 SAN PABLO AVENUE NO 400 OAKLAND CA 94612 JENNIFER KLATT CFO 5109189723 2018-09-13 1 KATY BROWN P00650274 9257902600 2018-09-13 2017 2022-09-23 18:48:47Z X JENNIFER KLATT 1630 SAN PABLO AVENUE NO 400 OAKLAND CA 94612 9410610 0 X HTTPS://WWW.UPSTREAM.ORG/ X 2017 DE THE MISSION OF UPSTREAM IS TO CHANGE HEALTH CARE SO THAT ALL WOMEN CAN CONVENIENTLY ACCESS THE FULL RANGE OF CONTRACEPTIVE METHODS, PARTICULARLY THE MOST EFFECTIVE METHODS, IUDS AND THE IMPLANT, IMPROVING DOWNSTREAM OUTCOMES FOR WOMEN, FAMILIES, CHILDREN, AND SOCIETY. 8 6 51 7 0 0 9376686 0 -4344 432 9372774 850726 0 3332959 0 533917 4287800 8471485 901289 20431806 668961 19762845 X THE MISSION OF UPSTREAM IS TO CHANGE HEALTH CARE SO THAT ALL WOMEN CAN CONVENIENTLY ACCESS THE FULL RANGE OF CONTRACEPTIVE METHODS, PARTICULARLY THE MOST EFFECTIVE METHODS, IUDS AND THE IMPLANT, IMPROVING DOWNSTREAM OUTCOMES FOR WOMEN, FAMILIES, CHILDREN, AND SOCIETY. 0 0 5896851 850726 UPSTREAM PROVIDES TRAINING AND TECHNICAL ASSISTANCE TO HEALTH CENTERS IN ORDER TO ELIMINATE THE BARRIERS THAT PREVENT WOMEN FROM OBTAINING THE BIRTH CONTROL METHOD OF THEIR CHOICE, IMPROVING OUTCOMES FOR PARENTS, CHILDREN AND SOCIETY. 5896851 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 87 0 1 51 1 0 0 0 0 0 0 0 0 0 0 X 8 6 0 0 1 0 0 0 0 1 1 0 0 0 1 1 1 1 1 1 0 0 AL AK CA CO CT FL GA HI KS KY ME MD MA MI MN MS MO NV NH NJ NM NY NC ND OH OK OR RI SC TN UT VA WA WV WI X JENNIFER KLATT 5109189723 1630 SAN PABLO AVE SUITE 400 OAKLAND CA 94612 ANITA BEKENSTEIN CHAIR 1.00 X 0 0 0 SARAH BROWN VICE CHAIR 1.00 X 0 0 0 PAUL GANNON COMPENSATION COMMITTEE CHAIR 1.00 X 0 0 0 JACK MARKELL AUDIT COMMITTEE CHAIR 1.00 X 0 0 0 MARK PERRY FINANCE COMMITTEE CHAIR 1.00 X 0 0 0 HOWARD H STEVENSON AUDIT COMMITTEE CHAIR 1.00 X 0 0 0 STEPHANIE DODSON DIRECTOR (THRU 12/17) 1.00 X 0 0 0 PETER BELDEN CO-FOUNDER, CO-CEO 40.00 X X 117065 0 24744 MARK EDWARDS CO-FOUNDER, CO-CEO 40.00 X X 119629 0 27256 JENNIFER KLATT CFO 40.00 X 93150 0 16168 MARYANN MCLAUGHLIN CHIEF PEOPLE OFFICER 40.00 X 111595 0 24856 441439 0 93024 3 0 0 0 MULLENLOWE US INC PO BOX 7247-7279 PHILADELPHIA PA 191707279 MARKETING 1032579 QUALITY INSIGHTS INC 3001 CHESTERFIELD AVENUE CHARLESTON WV 25304 DATA EXTRACTION AND ANALYSIS 269262 ROBERT HALF MANAGEMENT RESOURCES PO BOX 743295 LOS ANGELES CA 900743295 ACCOUNTING SERVICES 200385 PRECISION STRATEGIES LLC 901 NEW YORK AVE NW SUITE 530 WASHINGTON DC 20001 COMMUNICATION STRATEGY CONSULTING 130122 ON RAMPS SERVICES LLC 30 WEST 26TH ST FLOOR 4 NEW YORK NY 10010 RECRUITING SERVICES 111345 5 9376686 9376686 10175 10175 23317 37836 -14519 -14519 -14519 MISCELLANEOUS INCOME 900099 432 432 432 9372774 0 0 -3912 X 850726 850726 618148 245769 372379 1900786 1779096 69664 52026 74581 48339 24689 1553 532950 242817 262632 27501 206494 147944 27882 30668 20905 9713 11192 103751 103751 1733026 1080508 652518 1445099 1180808 264291 277704 233327 44377 24338 297 24041 247103 101923 145180 291653 154775 87088 49790 102567 66578 35989 15096 15096 26558 26558 8471485 5896851 2040717 533917 0 14710913 0 4013662 0 1334817 0 40000 0 178511 108624 15096 0 93528 0 60375 0 20431806 0 668961 0 668961 X 0 15476764 0 4286081 0 19762845 0 20431806 X 901289 18861556 X X 0 1 X 1 0 X 9376686 9376686 9376686 9376686 5709302 3667384 10175 10175 432 432 9387293 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2017 AMOUNT: $ 432. PART II, SHORT YEAR EXPLANATION: UPSTREAM OPERATED UNDER A FISCAL SPONSOR, NEW VENTURE FUND, UNTIL OPERATIONS AS AN INDEPENDENT ENTITY BEGAN ON MAY 1, 2017. THE 2017 TAX YEAR IS THE ORGANIZATION'S INITIAL YEAR AND ALSO A SHORT YEAR FOR TAX RETURN PURPOSES. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 26518 5639 20879 82106 9457 72649 93528 X 9372774 0 9372774 0 9372774 8471485 0 8471485 0 8471485 PART X, LINE 2: UPSTREAM IS A QUALIFIED ORGANIZATION EXEMPT FROM FEDERAL AND CALIFORNIA INCOME TAXES UNDER THE PROVISIONS OF 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC) AND 23701(D) OF THE CALIFORNIA REVENUE AND TAXATION CODE. AS SUCH, UPSTREAM QUALIFIES FOR THE MAXIMUM CHARITABLE CONTRIBUTION DEDUCTION BY DONORS. UPSTREAM HAS EVALUATED ITS CURRENT TAX POSITIONS AND HAS CONCLUDED THAT AS OF DECEMBER 31, 2017, UPSTREAM DOES NOT HAVE ANY SIGNIFICANT UNCERTAIN TAX POSITIONS FOR WHICH A RESERVE WOULD BE NECESSARY. 1 ALL ABOUT WOMEN 4735 OGLETOWN STANTON ROAD 2300 NEWARK DE 19713 203894053 501(C)(3) 27350 REPRODUCTIVE HEALTH PROGRAM TRAINING BAYSIDE HEALTH ASSOCIATION 1535 S SAVANNAH RD LEWES DE 19958 510307098 7285 REPRODUCTIVE HEALTH PROGRAM TRAINING DELMED HEALTH 431 SAVANNAH ROAD LEWES DE 19958 510385281 27610 REPRODUCTIVE HEALTH PROGRAM TRAINING CHRISTIANA CARE HEALTH SERVICES INC PO BOX 2653 WILMINGTON DE 19805 510103684 501(C)(3) 197863 REPRODUCTIVE HEALTH PROGRAM TRAINING KHAN OBSTETRICS AND GYNECOLOGY ASSOCIATES PA 1113 S STATE STREET DOVER DE 19901 753038922 16053 REPRODUCTIVE HEALTH PROGRAM TRAINING BEAR INTERNAL MEDICINE AND PEDIATRICS 1400 PEOPLE PLAZA 201 NEWARK DE 19702 753134645 8832 REPRODUCTIVE HEALTH PROGRAM TRAINING WOMEN FIRST LLC 4745 OGLETOWN STANTON RD 106 NEWARK DE 19713 270764186 12000 REPRODUCTIVE HEALTH PROGRAM TRAINING BRANDYWINE WOMENS HEALTH ASSOCIATES 611 WEST 18TH STREET WILMINGTON DE 198024707 510318923 7000 REPRODUCTIVE HEALTH PROGRAM TRAINING DE CENTER OF EXCELLENCE IN OBSTETRICS AND GYNOCOLOGY PA 305 JEFFERSON AVE MILFORD DE 19963 473620872 61937 REPRODUCTIVE HEALTH PROGRAM TRAINING THE NEMOURS FOUNDATION 1600 ROCKLAND ROAD WILMINGTON DE 19803 590634433 501(C)(3) 11382 REPRODUCTIVE HEALTH PROGRAM TRAINING DPH STATE SERVICES CENTERS 417 FEDERAL STREET DOVER DE 19901 516000279 15500 REPRODUCTIVE HEALTH PROGRAM TRAINING BAYHEALTH MEDICAL CENTER INC 640 SOUTH STATE STREET DOVER DE 19901 510064318 20632 REPRODUCTIVE HEALTH PROGRAM TRAINING DEDICATED TO WOMEN OB-GYN PA 200 BANNING ST STE320 DOVER DE 19904 510113183 40000 REPRODUCTIVE HEALTH PROGRAM TRAINING LA RED HEALTH CENTER 21444 CARMEAN WAY GEORGETOWN DE 19947 141850828 27600 REPRODUCTIVE HEALTH PROGRAM TRAINING NANTICOKE MEMORIAL HOSPITAL 801 MIDDLEFORD RD SEAFORD DE 19973 510069243 501(C)(3) 28581 REPRODUCTIVE HEALTH PROGRAM TRAINING PLANNED PARENTHOOD OF DELAWARE 625 N SHIPLEY ST WILMINGTON DE 19801 510066725 501(C)(3) 301462 REPRODUCTIVE HEALTH PROGRAM TRAINING WESTSIDE FAMILY HEALTHCARE INC 300 WATER ST 200 WILMINGTON DE 19801 222488654 501(C)(3) 11967 REPRODUCTIVE HEALTH PROGRAM TRAINING 6 11 PART I, LINE 2: PROCESS FOR MONITORING AND APPROVING GRANTS TO HEALTH CENTERS 1. MEMORANDUM OF UNDERSTANDING IS NEGOTIATED AND EXECUTED WITH HEALTH CENTER. 2. MILESTONES AND RELATED TERMS ARE AGREED UPON AND DOCUMENTED IN THE PARTNERSHIP AGREEMENT. 3. UPSTREAM QUALITY IMPROVEMENT OFFICER WORKS WITH HEALTH CENTER TO CREATE A PLAN TO ACHIEVE MILESTONES. 4. WHEN MILESTONE IS ACHIEVED, QUALITY IMPROVEMENT OFFICER REVIEWS AND VERIFIES SUPPORTING DOCUMENTATION. EXAMPLES OF MILESTONE ACHIEVEMENT SUPPORTING DOCUMENTATION: A. TRAINING MILESTONE TRAINING ROSTER. B. REIMBURSEMENT OF DEVICE EXPENDITURE - HEALTH CENTER SYSTEM REPORTS SHOWING USAGE AND OUT OF POCKET EXPENSE. C. FUNDING FOR PURCHASE OF INITIAL DEVICE INVENTORY - HEALTH CENTER PROPOSAL WITH REQUESTED INVENTORY LEVEL. 5. ONCE QUALITY IMPROVEMENT OFFICER VERIFIES SUPPORTING DOCUMENTS THAT SHOW MILESTONE ACHIEVED, QUALITY IMPROVEMENT OFFICER INITIATES PAYMENT BY SENDING PAYMENT REQUEST TO CONTRACT ADMINISTRATION. 6. CONTRACT ADMINISTRATION REVIEWS PAYMENT REQUEST AGAINST THE TERMS OF THE PARTNERSHIP AGREEMENT, APPROVES PAYMENT REQUEST AND FORWARDS TO ACCOUNTS PAYABLE FOR PAYMENT. 7. DEPENDING ON AMOUNT OF PAYMENT REQUEST, ADDITIONAL APPROVALS WITHIN FINANCE MAY BE REQUIRED. 8. PAYMENT IS ISSUED AND FORWARDED TO APPLICABLE HEALTH CENTER. CARLA MARKELL SPOUSE OF BOARD MEMBER JACK MARKELL 37500 CONSULTING SERVICES 0 FORM 990, PART VI, SECTION A, LINE 4 UPSTREAM USA INC. AMENDED ITS BYLAWS DURING THE YEAR. CHANGES INCLUDE: 1. DEFINE QUORUM AND AUTHORIZED ACTIONS OF THE VOTING MEMBERS. 2. INCREASE THE NUMBER OF BOARD DIRECTORS (PREVIOUSLY 3-15) TO 5-18 AND EXPAND OFFICER TERMS FROM 2 CONSECUTIVE 3-YEAR TERMS TO 3 CONSECUTIVE 3-YEAR TERMS. 3. REQUIRE THAT THE CHAIR, VICE-CHAIR, SECRETARY AND TREASURER BE ELECTED FROM AMONG THE DIRECTORS INSTEAD OF ONLY THE CHAIR. 4. ADDED "PURPOSE" SECTION TO ARTICLE VIII TO RESTATE THE CORPORATION'S EXEMPT PURPOSE AND ACTIVITIES PERMITTED. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS COMPLETED BY THE ORGANIZATION'S INDEPENDENT ACCOUNTING FIRM AND REVIEWED BY THE CFO PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C THE BOARD SHALL AUTHORIZE AND OVERSEE AN ANNUAL REVIEW OF THE ADMINISTRATION OF THIS CONFLICT OF INTEREST POLICY. THE REVIEW MAY BE WRITTEN OR ORAL. THE REVIEW SHALL CONSIDER THE LEVEL OF COMPLIANCE WITH THE POLICY, THE CONTINUING SUITABILITY OF THE POLICY, AND WHETHER THE POLICY SHOULD BE MODIFIED AND IMPROVED. FORM 990, PART VI, SECTION B, LINE 15A PART VI, SECTION B, LINE 15A: THE BOARD (OR A BOARD COMMITTEE) REVIEWS ANY COMPENSATION PACKAGES (INCLUDING ALL BENEFITS) OF THE PRESIDENT OR THE CHIEF EXECUTIVE OFFICER(S) AND THE TREASURER OR CHIEF FINANCIAL OFFICER, REGARDLESS OF JOB TITLE, AND APPROVE SUCH COMPENSATION ONLY AFTER DETERMINING THAT THE COMPENSATION IS JUST AND REASONABLE. THIS REVIEW AND APPROVAL OCCURS WHEN SUCH OFFICER IS HIRED, WHEN THE TERM OF EMPLOYMENT OF SUCH OFFICER IS RENEWED OR EXTENDED, AND WHEN THE COMPENSATION OF SUCH OFFICER IS MODIFIED, UNLESS THE MODIFICATION APPLIES TO SUBSTANTIALLY ALL OF THE EMPLOYEES OF THE CORPORATION. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART IX, LINE 11G PAYROLL PROCESSING FEE: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 38,000. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 38,000. RECRUITING: PROGRAM SERVICE EXPENSES 128,712. MANAGEMENT AND GENERAL EXPENSES 129,126. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 257,838. TEMPORARY HELP: PROGRAM SERVICE EXPENSES 1,604. MANAGEMENT AND GENERAL EXPENSES 311,280. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 312,884. TRAINING: PROGRAM SERVICE EXPENSES 417,960. MANAGEMENT AND GENERAL EXPENSES 65,017. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 482,977. EVALUATION: PROGRAM SERVICE EXPENSES 163,580. MANAGEMENT AND GENERAL EXPENSES 7,007. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 170,587. RESEARCH: PROGRAM SERVICE EXPENSES 287,433. MANAGEMENT AND GENERAL EXPENSES 990. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 288,423. CONSULTING SERVICES: PROGRAM SERVICE EXPENSES 81,219. MANAGEMENT AND GENERAL EXPENSES 101,098. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 182,317. FORM 990, PART XI, LINE 9: TRANSFER OF NET ASSETS ON FORMATION 18,861,556. FORM 990, PART XII, LINE 2C: THE AUDIT COMMITTEE RECOMMENDS TO THE FULL BOARD FOR APPROVAL OF THE RETENTION AND, WHEN APPROPRIATE, THE TERMINATION OF AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT TO SERVE AS AUDITOR. THE AUDIT COMMITTEE ALSO REVIEWS AND DETERMINES WHETHER TO ACCEPT THE AUDIT.