2018-10-26T14:52:30-05:00 2017-12-31 221478099 COHNREZNICK LLP 1301 AVENUE OF THE AMERICAS NEW YORK NY 10019 990 2017-01-01 133641265 GROW AMERICA FUND INC GROW 2126821106 ONE BATTERY PARK PLAZA NO 710 NEW YORK NY 10004 DANIEL MARSH III CHAIRMAN 2126821106 2018-10-25 1 THOMAS LANNING P00851654 2122970400 2018-10-25 209.3.217.20 2018-10-25 16:48:51 ED P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 90CC17281F34CD083B051E620E31C1B2A26173FC 2017 2018-06-14 16:35:46Z DANIEL MARSH III ONE BATTERY PARK PLAZA NO 710 NEW YORK NY 10004 5716189 0 X WWW.GROWAMERICAFUND.ORG X 1971 DE THE GROW AMERICA FUND, INC. ("GAF") HAS A PRIMARY MISSION TO CREATE ECONOMIC OPPORTUNITY, STIMULATE INVESTMENT, AND TO ENCOURAGE ENTREPRENEURSHIP IN LOW-INCOME COMMUNITIES BY FINANCING BUSINESSES AND ENTREPRENEURS THAT INVEST IN THOSE DISADVANTAGED COMMUNITIES, AND/OR CREATE JOBS FOR LOW-INCOME UNEMPLOYED AND UNDER-EMPLOYED INDIVIDUALS. GAF, A LICENSED U.S. SBA SMALL BUSINESS LENDING COMPANY, AND U.S. DEPARTMENT OF THE TREASURY CERTIFIED COMMUNITY DEVELOPMENT FINANCIAL INSTITUTION, PROVIDES ACCESS TO CAPITAL FOR BUSINESS EXPANSION STRUCTURED WITH LONGER AMORTIZATION TERMS AND LOWER INTEREST RATES. THESE LENDING TERMS SERVE TO DECREASE DEBT SERVICE COSTS AND IMPROVE THE BORROWER'S OPERATING CASH FLOW, GIVING BUSINESSES A FINANCIAL ADVANTAGE THAT HELPS STRENGTHEN BOTH THE ECONOMIC BASE OF THE BUSINESS, AND THE COMMUNITY. 10 0 0 0 0 0 2139172 2657359 2608558 2831220 -41825 0 70235 227610 4776140 5716189 0 0 0 0 2545356 2439820 0 0 0 2465454 2493844 5010810 4933664 -234670 782525 65759536 62578502 52950759 48987200 12808777 13591302 X THE GROW AMERICA FUND, INC. ("GAF") HAS A PRIMARY MISSION TO CREATE ECONOMIC OPPORTUNITY, STIMULATE INVESTMENT, AND TO ENCOURAGE ENTREPRENEURSHIP IN LOW-INCOME COMMUNITIES BY FINANCING BUSINESSES AND ENTREPRENEURS THAT INVEST IN THOSE DISADVANTAGED COMMUNITIES, AND/OR CREATE JOBS FOR LOW-INCOME UNEMPLOYED AND UNDER-EMPLOYED INDIVIDUALS. GAF, A LICENSED U.S. SBA SMALL BUSINESS LENDING COMPANY, AND U.S. DEPARTMENT OF THE TREASURY CERTIFIED COMMUNITY DEVELOPMENT FINANCIAL INSTITUTION, PROVIDES ACCESS TO CAPITAL FOR BUSINESS EXPANSION STRUCTURED WITH LONGER AMORTIZATION TERMS AND LOWER INTEREST RATES. THESE LENDING TERMS SERVE TO DECREASE DEBT SERVICE COSTS AND IMPROVE THE BORROWER'S OPERATING CASH FLOW, GIVING BUSINESSES A FINANCIAL ADVANTAGE THAT HELPS STRENGTHEN BOTH THE ECONOMIC BASE OF THE BUSINESS, AND THE COMMUNITY. 0 0 3987419 3058830 GAF PROVIDES LONGER TERM, LOWER INTEREST RATE SMALL BUSINESS LOANS THAT ENABLE SMALL BUSINESSES TO CREATE JOBS, STIMULATE INVESTMENT, AND EXPAND THE ENTREPRENEURIAL AND SMALL BUSINESS BASE IN LOW-INCOME COMMUNITIES. GAF HAS ASSISTED MORE THAN 580 SMALL BUSINESSES OWNED BY INDIVIDUALS PREVIOUSLY LACKING ACCESS TO APPROPRIATELY STRUCTURED FINANCING. SEVENTY-ONE PERCENT OF OUR LOANS HAVE BEEN MADE IN CDFI-ELIGIBLE CENSUS TRACTS OR TO MINORITY BORROWERS. GAF NOT ONLY PROVIDES LOANS WITH FAVORABLE BELOW MARKET TERMS BUT ALSO PROVIDES INDIVIDUAL BUSINESS COUNSELING AT APPLICATION AND CONTINUING THROUGH THE ENTIRE TERM OF THE LOAN. LOANS MADE THROUGH THIS PROGRAM TOTAL OVER $235 MILLION. EACH LOAN IS STRUCTURED TO FIT THE FINANCING NEEDS OF THE INDIVIDUAL BUSINESS AND CARRY BELOW MARKET RATES AND TERMS. TO ASSIST THE BORROWER, GAF CAPS CLOSING COSTS AND PROVIDES BUSINESS COUNSELING AT NO COST TO THE SMALL BUSINESSES. GAF LENDS IN DISTRESSED COMMUNITIES IN AN ELEVEN STATE MARKET WHERE THE POVERTY LEVEL IS DOUBLE THE NATIONAL AVERAGE. ADDITIONALLY, GAF OPERATES ITS SMALL BUSINESS-LENDING PROGRAM IN FIVE OF THE TEN MOST DISTRESSED CITIES IN AMERICA. CLEVELAND OHIO, BUFFALO NEW YORK, NEWARK NEW JERSEY, CINCINNATI OHIO AND SAN BERNARDINO CALIFORNIA, HAVE DISTRESS RATINGS RANGING FROM 93.6 TO 99.9 OUT OF 100 ACCORDING TO THE ECONOMIC INNOVATION GROUP DISTRESSED COMMUNITY INDEX. BUSINESSES RECEIVING FINANCING FROM GAF HAVE CREATED AND/OR RETAINED OVER 16,000 JOBS, AND 11,500 OF THOSE JOBS ARE CONSIDERED FILLED BY LOW AND MODERATE-INCOME INDIVIDUALS. OVER THE PAST SEVERAL YEARS, GAF HAS RECEIVED NATIONAL RECOGNITION FROM A VARIETY OF INSTITUTIONS:- THE U.S. SMALL BUSINESS ADMINISTRATION HAS ACKNOWLEDGED GAF AS A MISSION BASED LENDER FOR CARRYING OUT OUR MISSION TO MAKE CREDIT AVAILABLE TO DISADVANTAGED BUSINESSES AND HELPING THOSE BUSINESSES TO SUCCEED THROUGH OUR TECHNICAL ASSISTANCE. GAF IS A SBA PREFERRED LENDER. - IN RECOGNITION OF OUR WORK, THE CDFI FUND AWARDED OUR LOAN FUND MORE THAN $8 MILLION IN GRANTS TO CARRY OUT OUR MISSION.- JPMORGAN CHASE MADE A $7 MILLION GRANT TO A CONSORTIUM OF SMALL BUSINESS LENDERS WORKING WITH DISADVANTAGED BUSINESSES IN LOW INCOME COMMUNITIES IN CHASE'S COMMUNITY REINVESTMENT AREAS. GAF IS A MEMBER OF THE LENDING CONSORTIUM AND RECEIVED $2.3 MILLION OF THE $7 MILLION GRANT.- JP MORGAN CHASE, PNC BANK, DISCOVER BANK AND BANK OF AMERICA SUPPORT OUR EFFORTS BY MAKING VERY LOW INTEREST LOANS AND GRANTS AVAILABLE TO US TO CARRY OUT OUR MISSION IN LOW-INCOME COMMUNITIES AND WITH DISADVANTAGED BUSINESSES.- THE LONGWOOD FOUNDATION, GREATER TACOMA COMMUNITY FOUNDATION AND THE SEATTLE FOUNDATION MADE PROGRAM RELATED INVESTMENTS (PRIS) AND GRANTS TO OUR SMALL BUSINESS LOAN FUND TOTALING MORE THAN $4.5 MILLION. BELOW ARE EXAMPLES OF DISADVANTAGED BUSINESSES THAT GAF'S SMALL BUSINESS LOAN FUND HAS RECENTLY ASSISTED:LONG BEACH CREAMERY: DINA AMADRIL STARTED LONG BEACH CREAMERY IN 2015 UTILIZING PERSONAL RESOURCES MS. AMADRIL BUILT OUT AND OPENED HER 1,100 SF ICE CREAM SHOP IN NORTH LONG BEACH. THE COMPANY QUICKLY GREW TO EMPLOY 12 PART TIME EMPLOYEES AND IS OPEN TUESDAY THROUGH SUNDAY FROM 12 NOON TO 10PM. EACH EMPLOYEE HAS A PART IN THE ICE CREAM MAKING PROCESS. THEY SERVE ABOUT 8,000 ICE CREAM LOVERS A MONTH. LBC ICE CREAM IS MADE WITH LOCAL, ORGANIC INGREDIENTS. IT IS AN ARTISAN PRODUCT WITH A CORRESPONDING PRICE TAG.AS SALES CONTINUED TO GROW, LBC NEEDED ADDITIONAL CAPACITY IN THE PRODUCTION KITCHEN. GAF ASSISTED BY FUNDING AN EXPANDED KITCHEN AND PROVIDING MONIES FOR THE OPENING A SECOND LOCATION IN DOWNTOWN LONG BEACH IN A HEAVY FOOT TRAFFIC AREA.GAF PROVIDED A LOAN OF $275,000 THAT INCLUDED $70,000 FOR MACHINERY & EQUIPMENT, $160,000 IN TENANT IMPROVEMENTS WITH $15,000 CONTINGENCY, $15,000 IN PWC FOR ARCHITECT & PERMIT FEES AND $15,000 IN SOFT & CLOSING COSTS. SICILIA PIZZA LLC: FOUNDED BY AMRO HARARAH IN 1992, SICILIA PIZZA LLC HAS OPERATED AT VARIOUS LOCATIONS IN DOWNTOWN SALT LAKE CITY ALWAYS RENTING SPACE WHILE PREPARING HANDMADE ARTISAN PIZZA'S, CALZONES AND SANDWICHES TO ITS LOYAL CLIENTELE. GAF ASSISTED SICILIA IN PURCHASING A COMMERCIAL CONDOMINIUM THAT THEY HAD BEEN RENTING FOR 6 YEARS. THE GAF LOAN WAS FOR $650,000 WITH A TERM OF TWENTY-FIVE YEARS AT A VARIABLE INTEREST RATE OF THE WALL STREET JOURNAL PRIME PLUS 1.00%.CAMPANELLA AUTO & TIRE: PAUL CAMPANELLA'S AUTO & TIRE (PCA) WAS FOUNDED IN 1989 IN WILMINGTON, DELAWARE PROVIDING A WIDE-RANGE OF AUTOMOTIVE REPAIR AND SERVICING INCLUDING OIL CHANGES, TIRE ROTATIONS, BRAKE REPAIRS, TIRE REPLACEMENTS AS WELL AS MORE COMPLEX WORK SUCH AS CUSTOM EXHAUST AND CHASSIS REPAIR. PCA HAS TWO LOCATIONS IN THE WILMINGTON METROPOLITAN AREA. THE COMPANY RECEIVED $2,475,000 IN FUNDING FROM GAF. THE FIRST LOAN WAS USED TO REFINANCE A SHORT TERM MORTGAGE OF $841,000. THE SECOND LOAN WAS USED TO RENOVATE A NEW FACILITY AND PURCHASE NEW EQUIPMENT AT A TOTAL OF $1,634,000. THE NEW FACILITY FEATURES 12-INDOOR BAYS AND LIFTS. SIMILARLY, THE EXPANSION WILL ALSO ALLOW FOR A NEW OFFICE AND RECEPTION AREA FOR CUSTOMERS AS THEY WAIT. GAF FINANCING WAS PROVIDED AT A FIXED RATE OF 3.36%.SURESITE CONSULTING: FOUNDED BY JERALD WARSAW IN 1999, SURESITE PROVIDES TURNKEY TELECOMMUNICATION INFRASTRUCTURE DEPLOYMENT SERVICES. SURESITE PROVIDES CUSTOMERS BOTH THE GUIDANCE AND THE SERVICE TO SUCCESSFULLY BUILD AND AUGMENT NETWORKS AND INFRASTRUCTURE. SURESITE ASSISTS ITS CLIENTS IN REAL ESTATE AND LAND DEVELOPMENT, SITE SELECTION, NETWORK SITE DEVELOPMENT, PROJECT MANAGEMENT, ARCHITECTURE, ENGINEERING AND CONSTRUCTION. THE COMPANY UNDERSTANDS ALL ASPECTS OF WIRELESS, SMALL CELL, DAS AND WIFI INFRASTRUCTURE AND NETWORK DEPLOYMENT. THE COMPANY' STAFF HAS ENGINEERED, LEASED, PERMITTED AND BUILT 1000S OF NETWORKS ACROSS THE COUNTRY. THE COMPANY HAS GROWN SIGNIFICANTLY OVER THE LAST THREE YEARS. THIS GROWTH COUPLED WITH ADDITIONAL EXPANSION CAUSED A NEED FOR ADDITIONAL WORKING CAPITAL. GAF WORKED WITH THE COMPANY'S BANK TO FORMULATE A PROPER PERMANENT WORKING CAPITAL STRUCTURE AND FUND NEW EQUIPMENT PURCHASE. GAF'S $1,540,000 LOAN FUNDED $670,000 TO REFINANCE EXISTING DEBT, $350,000 FOR NEW MACHINERY AND EQUIPMENT TO SERVICE CONTRACTS, UPGRADE COMPANY TECHNOLOGY AND $520,000 IN SUBORDINATE, PERMANENT WORKING CAPITAL AND FOR SOFT AND CLOSING COSTS.COYOTE PUB AND GRILL: FACED WITH SHORT-TERM DEBT AND INSUFFICIENT EXPANSION CAPITAL, A FAMILY-OWNED BUSINESS TURNED TO GAF FOR SUPPORT. GAF RESPONDED BY PROVIDING CAPITAL TO THIS FAMILY-OWNED RESTAURANT IN PORT ANGELES, WASHINGTON TO REFINANCE ITS HIGH-INTEREST, SHORT-TERM DEBT AND ADDITIONAL FUNDS TO COMPLETE THE BUILD-OUT AND PURCHASE EQUIPMENT. FACING OUT-THE-DOOR LINES DURING BUSY SUMMER MONTHS AND NEARLY 30 PERCENT ANNUAL SALES GROWTH, THE MCQUAYS EXPANDED THE RESTAURANT TO ACCOMMODATE MORE CUSTOMERS. IN 2016, THEY DECIDED TO FURTHER EXPAND OPERATIONS, THIS TIME ADDING A SEPARATE VENTURE: COYOTE BBQ PUB. LOCATED IN THE SAME BUILDING ADJACENT TO KOKOPELLI GRILL, THE NEW RESTAURANT OFFERS A CASUAL AND LOWER-COST OPTION, SERVING SOUTHERN BARBEQUE FOOD AND CRAFT BEER AND COCKTAILS.GAF WORKED WITH THE BUSINESS, AND FUNDED A LOAN OF $575,000 WITH A 15-YEAR TERM AND INTEREST RATE OF WSJ PRIME PLUS 0.5 PERCENT, ADJUSTED QUARTERLY. THE LOAN ALLOWED THE BUSINESS TO SAVE MONEY BY REFINANCING $435,000 IN TWO SHORT-TERM LOANS USED TO FUND THE INITIAL COYOTE BBQ PUB BUILD-OUT. IN ADDITION, LOAN PROCEEDS FUNDED $105,000 FOR FINAL TENANT IMPROVEMENTS, AND $35,000 FOR KITCHEN EQUIPMENT AND CLOSING COSTS. LITTLE GREEN GOURMET: LITTLE GREEN GOURMET WAS ESTABLISHED IN 2012 AS A CATERING SERVICE THAT PROVIDES HEALTHY, HIGH-QUALITY LUNCH MEALS TO NEW YORK CITY CHARTER SCHOOLS. LGG'S LUNCH TIME OFFERINGS CONCENTRATE ON ORGANIC FRUITS, VEGETABLES AND LEAN PROTEINS. BOTH MEATS AND FRUITS ARE LOCALLY SOURCED. LGG SELLS PRE-PACKAGED INDIVIDUAL LUNCHES AND TRAYS OF FOOD DEPENDING ON THE SPECIFICATIONS OF THE CLIENT. SOME SCHOOLS, SUCH AS MONTESSORI, REQUIRE THAT THEIR STUDENTS SERVE THEMSELVES FROM COMMUNAL TRAYS OF FOOD IN ORDER TO DEVELOP LIFE SKILLS IN EACH INDIVIDUAL PUPIL. THE COMPANY STARTED OUT OF A SHARED COMMERCIAL KITCHEN IN EAST HARLEM. AFTER THREE YEARS IN THIS FACILITY AND GROWTH IN REVENUES IN EXCESS OF 100.0% YEAR-OVER-YEAR, THE COMPANY MOVED TO ITS CURRENT LOCATION ALSO IN EAST HARLEM AT THE BEGINNING OF 2016 WHICH REQUIRED SOME MINOR UPGRADES TO THE ELECTRICAL TO ACCOMMODATE NEW APPLIANCES AND SOME ADDITIONAL FINISH WORK TO MAKE THE SITE MORE EFFICIENT. IN ADDITION, THE COMPANY NEEDED TO PURCHASE A VAN SO THAT IT COULD MAKE DELIVERIES TO THEIR RESPECTIVE SITES THROUGHOUT THE CITY. TO MEET THIS NEED GAF PROVIDED A TEN YEAR LOAN OF $150,000 FOR IMPROVEMENTS, ACQUISITION OF THE NEW VAN AND PERMANENT WORKING CAPITAL. 3987419 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 10 0 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 0 0 0 NY X DANIEL CHOI 2126821106 ONE BATTERY PARK PLAZA SUITE 710 NEW YORK NY 10004 ANGELA BUTLER BOARD MEMBER 4.50 45.50 X 0 171062 78849 ANN VOGT SECRETARY 1.70 53.40 X X 0 270907 74133 DANIEL MARSH III CHAIRMAN 1.10 53.90 X X 0 304700 63510 DAVID TREVISANI BOARD MEMBER 2.50 47.50 X 0 171229 81018 JOHN PALYO PRESIDENT 37.00 13.00 X X 0 216258 77288 PATRICIA THOMSON BOARD MEMBER 1.00 49.00 X 0 74711 70292 ROBERT W DAVENPORT BOARD MEMBER 2.50 54.80 X 0 0 0 STEPHANIE DUGAN BOARD MEMBER 1.00 49.00 X 0 177377 70192 THOMAS JACKSON BOARD MEMBER 1.00 49.00 X 0 172189 85028 ADAM ENNIS TREASURER 2.50 47.50 X 0 151227 60294 DANIEL CHOI CFO 22.50 22.50 X 0 98162 73435 0 1807822 734039 0 0 1 0 COHNREZNICK LLP 1301 AVENUE OF THE AMERICAS NEW YORK NY 10019 AUDITING 145833 SHALLO GALLUSCIO & BIANCHI CPAS 21 NORTH SEVENTH STREET HUDSON NY 12534 ACCOUNTING 130000 2 1616049 251678 789632 2657359 INTEREST INCOME 523000 2220791 2220791 LOAN SERVICE FEES 523000 330481 330481 PREMIUM ON SALE OF LOA 523000 189003 189003 FEE INCOME 523000 90945 90945 2831220 BAD DEBT RECOVERY 523000 209614 209614 LATE FEES 523000 17996 17996 227610 5716189 3058830 0 0 1896920 1509577 387343 112318 93642 18676 430582 358984 71598 176756 176756 275833 275833 6000 6000 60393 43408 16985 120248 86428 33820 298720 263251 35469 950324 950324 PROJECT AND OTHER FEES 214034 214034 PROVISION FOR LOAN LOSS 181358 181358 SBA EXAMINATION FEE 56734 56734 BOOKS AND SUBSCRIPTION 46335 23168 23167 107109 86489 20620 4933664 3987419 946245 0 3839406 5782398 96413 0 350000 203960 25688 59825 55406761 55075107 432527 460965 5608741 996247 65759536 62578502 1143527 942043 30163117 23794731 21644115 24250426 52950759 48987200 X 2062672 3377741 10746105 10213561 12808777 13591302 65759536 62578502 782525 0 X X 0 1 X 1 0 X 1657000 2971172 1869756 2139172 2657359 11294459 5561901 6070027 2555325 2608558 2831220 19627031 7218901 9041199 4425081 4747730 5488579 30921490 0 0 0 30921490 1741 1741 1741 1741 11745 70235 227610 309590 7220642 9041199 4436826 4817965 5716189 31232821 0.99000 0.99700 0.00010 0.00040 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: LATE FEES - 2015 AMOUNT: $ 11,745. 2016 AMOUNT: $ 53,427. 2017 AMOUNT: $ 17,996. NYS CORPORATION TAX REFUND - 2016 AMOUNT: $ 16,808. BAD DEBT RECOVERY - 2017 AMOUNT: $ 209,614. 0 PROGRAM LOAN RECEIVABLES 55075107 C 55075107 CLIENT INVESTMENT LIABILITIES 12723805 DUE TO RELATED ENTITIES 11526621 24250426 X 4584507 -1131682 -1131682 5716189 0 5716189 3801982 0 3801982 1131682 1131682 4933664 PART X, LINE 2: THE ORGANIZATION MAY RECOGNIZE THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY TAXING AUTHORITIES BASED ON THE TECHNICAL MERITS OF THE POSITION. TAX POSITIONS INCLUDE THE TAX-EXEMPT STATUS OF THE ORGANIZATION, AMONG OTHERS. THERE WERE NO UNCERTAIN TAX POSITIONS IDENTIFIED OR RECORDED AS LIABILITIES FOR THE YEAR ENDED DECEMBER 31, 2017. THE ORGANIZATION FILES FORM 990S, RETURN OF ORGANIZATION EXEMPT FROM INCOME TAX, WITH THE INTERNAL REVENUE SERVICE ANNUALLY. AT DECEMBER 31, 2017, THE ORGANIZATION'S FORM 990S FOR THE YEARS ENDED 2014 THROUGH 2017 REMAIN ELIGIBLE FOR EXAMINATION BY THE IRS. PART XI, LINE 2D - OTHER ADJUSTMENTS: LOAN EXPENSES -1,131,682. PART XII, LINE 4B - OTHER ADJUSTMENTS: LOAN EXPENSES 1,131,682. 0 1 0 0 0 0 0 0 0 ANGELA BUTLER BOARD MEMBER 0 170612 0 0 0 450 0 36174 0 42675 0 249911 0 0 ANN VOGT SECRETARY 0 267343 0 0 0 3564 0 56921 0 17212 0 345040 0 0 DANIEL MARSH III CHAIRMAN 0 298604 0 0 0 6096 0 34428 0 29082 0 368210 0 0 DAVID TREVISANI BOARD MEMBER 0 169784 0 0 0 1445 0 41990 0 39028 0 252247 0 0 JOHN PALYO PRESIDENT 0 215237 0 0 0 1021 0 44434 0 32854 0 293546 0 0 STEPHANIE DUGAN BOARD MEMBER 0 175984 0 0 0 1393 0 43490 0 26702 0 247569 0 0 THOMAS JACKSON BOARD MEMBER 0 170744 0 0 0 1445 0 33143 0 51885 0 257217 0 0 ADAM ENNIS TREASURER 0 150984 0 0 0 243 0 22466 0 37828 0 211521 0 0 DANIEL CHOI CFO 0 98041 0 0 0 121 0 56921 0 16514 0 171597 0 0 PART I, LINE 4B CERTAIN SENIOR MANAGEMENT OFFICIALS PARTICIPATE IN A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. THERE WERE NO CONTRIBUTIONS DURING THE YEAR. SCHEDULE J PART II, COLUMN C: AMOUNTS IN COLUMN C INCLUDE THE ALLOCATED EXPENSE FOR THE DEFINED BENEFIT PLAN. PART III, LINE 4A, CONTINUATION: COUGAR MOUNTAIN BAKING COMPANY: IN 1988, DAVID SAULNIER, THE FUTURE OWNER OF COUGAR MOUNTAIN BAKING COMPANY, CREATED HIS FIRST BATCH OF CHOCOLATE CHIP COOKIES, FROM SCRATCH, IN HIS KITCHEN AT HOME. LATER THAT YEAR, AT THE AGE OF 20, DAVID STARTED COUGAR MOUNTAIN BAKING COMPANY (CMBC). CMBC IS NOW BASED NEAR THE MAGNOLIA FISHERMAN'S TERMINAL AREA OF SEATTLE IN A 6,000 SQUARE FOOT BUILDING WITH STATE-OF-THE-ART EQUIPMENT. GAF ASSISTED IT WITH PURCHASING ADDITIONAL SPACE TO HOUSE THE COUGAR MOUNTAIN PRODUCTS. THE ACQUISITION COST $975,000 AND GAF FUNDED $75,000 IN SMALL IMPROVEMENTS TO GET THE LOCATION SUITABLE FOR THE COMPANY'S NEEDS. GAF PROVIDED $877,500 TO ACQUIRE THE BUILDING, $75,000 IN IMPROVEMENT COSTS AND AN ESTIMATED $52,500 IN SOFT IN CLOSING COSTS FOR A LOAN OF $1,005,000. AMORTIZED AND TERMED OVER 25 YEARS, THIS LOAN POSSESSES A FIXED RATE OF 2% FOR THE FIRST THREE YEARS BECOMING PRIME PLUS 1 STARTING IN YEAR FOUR. AMCLO GROUP: INCORPORATED IN 1986, THE AMCLO GROUP MANUFACTURES AND DISTRIBUTES METAL AND PLASTIC END AND CLOSURE CAPS TO CUSTOMERS IN ALL 50 STATES. THE COMPANY CREATES ITS PRODUCTS FROM TIN, PLASTIC, ALUMINUM, STEEL AND GOLD. FOR MOST OF ITS EXISTENCE, THE AMCLO GROUP RENTED SPACE FROM THE CITY OF CLEVELAND. THE FACILITY WAS LOCATED IN A BLIGHTED, BROWNFIELDS AREA OF EAST CLEVELAND SLATED FOR MAJOR REDEVELOPMENT INTO THE "OPPORTUNITY CORRIDOR". THE COMPANY NEEDED TO FIND A NEW LOCATION THAT WOULD ALLOW IT TO IMPROVE OPERATIONAL PROCESS FLOW AND GROW. CLEVELAND INDUSTRIAL RETENTION INITIATIVE (CIRI) HAD BEEN WORKING WITH THE AMCLO GROUP TO FIND A NEW MANUFACTURING FACILITY INTRODUCED ITS OWNERS TO GAF. WITH PRE-APPROVAL FOR A REAL ESTATE ACQUISITION LOAN FROM GAF, AMCLO PURSUED SEVERAL NEW FACILITIES AND SETTLED ON AN APPROPRIATE FACILITY IN THE CITY OF NORTH ROYALTON. GAF PROVIDED A $661,000 LOAN WITH A FIXED INTEREST RATE OF 5% OVER THE FOURTEEN YEAR, TEN-MONTH TERM. ALL OF THE BORROWERS ILLUSTRATED ABOVE WERE UNABLE TO SECURE LOANS FROM CONVENTIONAL LENDERS UNDER SIMILAR TERMS AND CONDITIONS. IF GAF WERE UNABLE TO MAKE THE LOANS, EACH OF THE BORROWERS WOULD HAVE BEEN UNABLE TO EXPAND THEIR BUSINESSES AND CREATE JOBS. FORM 990, PART VI, SECTION A, LINE 6 THE NATIONAL COUNCIL FOR COMMUNITY DEVELOPMENT, INC D/B/A THE NATIONAL DEVELOPMENT COUNCIL IS THE SOLE MEMBER OF GROW AMERICA FUND, INC. FORM 990, PART VI, SECTION A, LINE 7A THE NATIONAL COUNCIL FOR COMMUNITY DEVELOPMENT, INC D/B/A THE NATIONAL DEVELOPMENT COUNCIL AS THE SOLE MEMBER IT HAS THE RIGHT TO ELECT THE DIRECTORS OF THE CORPORATION. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 WAS PREPARED BY OUTSIDE TAX PREPARERS IN CONSULTATION WITH MANAGEMENT AND AUDITORS. A DRAFT OF THE FULL FORM 990 WAS PROVIDED TO ENTIRE BOARD FOR REVIEW. A COMPLETE COPY OF THE FINAL FORM 990 WAS PROVIDED TO THE ORGANIZATION'S ENTIRE BOARD BEFORE IT WAS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C ALL MEMBERS OF THE GROW AMERICA FUND, INC. ("GAF") BOARD OF DIRECTORS AND EXECUTIVE EMPLOYEES ARE REQUIRED TO ANNUALLY EXECUTE A CONFLICT OF INTEREST AND COMPENSATION GUIDELINES ACKNOWLEDGEMENT STATING THAT THEY HAVE RECEIVED, READ AND UNDERSTAND, AND AGREE TO COMPLY WITH THE CONFLICT OF INTEREST AND COMPENSATION GUIDELINES. THE CONFLICT OF INTEREST AND COMPENSATION GUIDELINES REQUIRES BOARD MEMBERS AND EXECUTIVE EMPLOYEES TO DISCLOSE ANY POTENTIAL CONFLICTS OF INTEREST IMMEDIATELY. THE CHAIRPERSON OF THE BOARD WILL UPON NOTIFICATION OF SUCH AN EVENT APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION. VIOLATIONS OF THE CONFLICT OF INTEREST POLICY CAN RESULT IN APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. ALSO, ALL BOARD MEMBERS, BY EXECUTING THE CONFLICT OF INTEREST AND COMPENSATION GUIDELINES, ACKNOWLEDGE THAT THEY SHARE THE RESPONSIBILITY OF GAF TO REMAIN FAITHFUL TO THE ORGANIZATION'S CHARITABLE PURPOSES. FORM 990, PART VI, SECTION C, LINE 19 THE DOCUMENTS ARE AVAILABLE BY REQUEST. FORM 990, PART XII, LINE 2C: THE PROCESS HAS NOT CHANGES FROM THE PRIOR YEAR. FORM 990, PART IX, LINES 7-9: THE AMOUNTS REPORTED ON LINES 7-9 RELATED TO EXPENSES PAID BY THE PARENT COMPANY (NATIONAL COUNCIL FOR COMMUNITY DEVELOPMENT EIN 13-6532871) AND ALLOCATED TO THE ORGANIZATION. PART VI, 1B: ALL OF THE ORGANIZATION'S BOARD MEMBERS WORK FOR THE PARENT ORGANIZATION NATIONAL COUNCIL FOR COMMUNITY DEVELOPMENT. WHILE NONE ARE INDEPENDENT THE INDEPENDENT BOARD OF DIRECTORS OF THE PARENT OVERSEES THE ORGANIZATION'S OPERATIONS AND ACTIONS. 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