2013-02-22T18:51:34-06:00 2012-09-30 860271207 SCHMIDT WESTERGARD & COMPANY PLLC 77 WEST UNIVERSITY DRIVE MESA AZ 852015830 990 2011-10-01 860136925 DESERT BOTANICAL GARDEN INC DESE 4804818155 1201 N GALVIN PKWY PHOENIX AZ 85008 KENNETH J SCHUTZ 4804818155 2013-02-20 1 JEFFREY A BITHER P01428424 4808346030 2011 2016-03-07 17:11:31Z KENNETH J SCHUTZ 1201 N GALVIN PKWY PHOENIX AZ 85008 13459008 0 X WWW.DBG.ORG X 1937 AZ AS A LIVING MUSEUM, THE ORGANIZATION'S PURPOSE IS FOR ADVANCING EXCELLENCE IN EDUCATION, RESEARCH, EXHIBITION, AND CONSERVATION OF DESERT PLANTS OF THE WORLD WITH EMPHASIS ON THE SOUTHWESTERN UNITED STATES, AND ENGAGING IN ANY LAWFUL ACT OR ACTIVITY NOT FOR PECUNIARY PROFIT FOR WHICH NONPROFIT CORPORATIONS MAY BE ORGANIZED, SO FAR AS IS OR MAY BE PERMITTED BY THE LAWS OF THE STATE OF ARIZONA AND SECTION 501(C)(3) OF THE CODE. 42 32 246 803 0 0 5207001 7059774 3061937 3324756 -31677 101 1480054 1395928 9717315 11780559 0 0 0 0 6424006 6523156 0 0 1352563 4370972 5043013 10794978 11566169 -1077663 214390 19526116 21028917 3789229 4601806 15736887 16427111 X AS A LIVING MUSEUM, THE ORGANIZATION'S PURPOSE IS FOR ADVANCING EXCELLENCE IN EDUCATION, RESEARCH, EXHIBITION, AND CONSERVATION OF DESERT PLANTS OF THE WORLD WITH EMPHASIS ON THE SOUTHWESTERN UNITED STATES, AND ENGAGING IN ANY LAWFUL ACT OR ACTIVITY NOT FOR PECUNIARY PROFIT FOR WHICH NONPROFIT CORPORATIONS MAY BE ORGANIZED, SO FAR AS IS OR MAY BE PERMITTED BY THE LAWS OF THE STATE OF ARIZONA AND SECTION 501(C)(3) OF THE CODE. 0 0 8759846 3449950 HORTICULTURE - PROPAGATING & MAINTAINING A LIVING PLANT COLLECTION OF OVER 75,000 DESERT PLANTS WITH PARTICULAR EMPHASIS ON THOSE INHABITING THE SONORAN DESERT, MANY OF WHICH ARE ENDANGERED SPECIES. THIS PROGRAM ALSO WORKS TO PRESERVE DESERT PLANT LIFE OUTSIDE OF ITS COLLECTION BY EDUCATING THE PUBLIC REGARDING THE BEAUTY, VARIETY AND FRAGILITY OF DESERT PLANT LIFE BY DISPLAYING AND INTERPRETING ITS COLLECTION FOR THE PUBLIC AT ITS GARDEN IN PHOENIX, AZ WHICH IN THE CURRENT YEAR ATTRACTED APPROXIMATELY 376,000 VISITORS FROM ALL OVER THE WORLD. EDUCATION - PROVIDES PROGRAMMING FOR CHILDREN, ADULTS, AND EDUCATORS THAT PROMOTE GREATER ENJOYMENT, UNDERSTANDING AND STEWARDSHIP OF THE SONORAN DESERT. CLASSROOM OPPORTUNITIES FOR PRESCHOOLERS, IN-DEPTH CAMPS AND SERVICE-LEARNING TEEN PROGRAMS ARE OFFERED AS WONDERFUL RESOURCES TO STIMULATE A CONNECTION TO NATURE AND DISCOVERY OF THE WORLD WE LIVE IN.WE INTEGRATE A PLACE-BASED FOCUS ON SCIENCE, ART, MUSIC, LITERATURE AND SOCIAL STUDIES INTO ALL OF OUR PROGRAMS AND RELY ON THE EXPERTISE OF THE GARDEN'S ENTHUSIASTIC STAFF, DEDICATED VOLUNTEERS, AND DIVERSE PARTNERSHIPS WITH OTHER ORGANIZATIONS TO ENSURE HIGH-QUALITY OFFERINGS. INQUIRY-BASED SCHOOL PROGRAMS OFFER DESIGNED CURRICULUM FOR STUDENTS K-8 AND CORRELATE EDUCATIONAL OBJECTIVES AND ARIZONA ACADEMIC STANDARDS. WE SERVED 25,000 PARTICIPANTS IN THE SCHOOL PROGRAM IN 2011-2012.PROGRAMMING FOR ADULTS INCLUDE WORKSHOPS, HIKES, TRIPS AND CERTIFICATION CLASSES, INCLUDING BOTANICAL ART AND ILLUSTRATION SCHOOL AND DESERT LANDSCAPING SCHOOL. OVER 3,700 PARTICIPANTS TOOK PART IN ADULT PROGRAMMING OPPORTUNITIES IN 2011-2012.COMMUNITY OUTREACH - INFORMING GARDEN MEMBERSHIP AND THE PUBLIC ABOUT ACCESSING HORTICULTURE AND PLANT INFORMATION; EDUCATION PROGRAMS FOR TEACHERS, STUDENTS, ADULTS AND OTHER LIFE-LONG LEARNERS; AND ONGOING EVENTS, EXHIBITS AND ACTIVITIES AT THE GARDEN. UTILIZING LOCAL, STATE, NATIONAL AND TOURISM ADVERTISING, NEWS AND ENTERTAINMENT OUTLETS, THE GARDEN'S WEB SITE AND MEMBER PUBLICATIONS, WE ARE ABLE TO REACH MILLIONS OF RESIDENTS AND VISITORS TO ARIZONA WITH IMPORTANT INFORMATION ABOUT DESERT PLANTS AND THE ENVIRONMENT. GARDEN PUBLICATIONS INCLUDE THE "SONORAN QUARTERLY" AND THE "CALENDAR OF EVENTS", EACH PUBLISHED FOUR TIMES A YEAR, WITH AN AVERAGE CIRCULATION OF 25,300 AND 28,800 RESPECTIVELY. FIFTEEN ADDITIONAL SEASONAL MAILINGS ARE DISTRIBUTED EACH YEAR WITH AN AVERAGE CIRCULATION OF 26,200 AS WELL. THE GARDEN'S WEB SITE HAS MORE THAN 70,000 HITS PER MONTH. THE GARDEN ALSO STAFFS A PLANT HOTLINE THAT RESPONDS TO MORE THAN 1,300 CALLS AND EMAILS ANNUALLY. "ASK A GARDENER" RECEIVES MORE THAN 1,000 QUERIES ANNUALLY.RESEARCH - INVESTIGATING THE BIOLOGY, ECOLOGY, AND CONSERVATION OF THE DESERT PLANTS AND ENVIRONMENT. THE GARDEN HAS AN EXTENSIVE HERBARIUM CONTAINING NEARLY 72,000 PLANT SPECIMENS AND A LIBRARY WITH OVER 7,000 BOOK TITLES AND 565 BOTANICAL JOURNALS AND NEWSLETTER TITLES TO ASSIST THE PUBLIC AND RESEARCHERS IN THEIR STUDIES. THE GARDEN IS ALSO A PRIMARY RESEARCH CENTER AND HAS A PERMANENT RESEARCH STAFF CONDUCTING A NUMBER OF ONGOING RESEARCH PROJECTS. DURING THE CURRENT YEAR, THE GARDEN PUBLISHED 12 PAPERS RESULTING FROM THEIR RESEARCH. 8759846 1 1 0 0 0 0 0 1 0 1 1 0 0 0 1 1 0 1 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 0 0 0 0 1 1 0 0 1 1 0 0 0 0 1 309 0 1 246 1 0 0 0 0 1 1 1 1 0 0 0 0 X 42 32 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 AZ X X MICHAEL OLSON 4804818155 1201 N GALVIN PARKWAY PHOENIX AZ 85008 REBECCA AILES-FINE 5.00 X 0 0 0 TOM BEKEY 5.00 X 0 0 0 OONAGH BOPPART 5.00 X 0 0 0 TENIQUA BROUGHTON 5.00 X 0 0 0 JOHN BURNSIDE 5.00 X 0 0 0 CRAIG CLIFFORD 5.00 X 0 0 0 LEE BAUMANN COHN 5.00 X 0 0 0 LOU COMUS JR 5.00 X 0 0 0 HAROLD DORENBECHER 5.00 X 0 0 0 ARDIE EVANS 5.00 X 0 0 0 BART FABER 5.00 X 0 0 0 AMY FLOOD 5.00 X 0 0 0 MIKE GILMAN 5.00 X 0 0 0 HAZEL HARE 5.00 X 0 0 0 JEFF HEBETS 5.00 X 0 0 0 MARTHA HUNTER 5.00 X 0 0 0 JANE JOZOFF 5.00 X 0 0 0 MARI KOERNER 5.00 X 0 0 0 TED LAGREID 5.00 X 0 0 0 JAN LEWIS 5.00 X 0 0 0 BRUCE MACDONOUGH 5.00 X 0 0 0 TAMMY MCLEOD 5.00 X 0 0 0 PAUL MORELL 5.00 X 0 0 0 PEGGY MULLAN 5.00 X 0 0 0 CAROLYN O'MALLEY 5.00 X 0 0 0 DON OTTOSEN 5.00 X 0 0 0 ROBERT PAGE 5.00 X 0 0 0 ROSE PAPP 5.00 X 0 0 0 DARRA RAYNDON 5.00 X 0 0 0 JOHN SULLIVAN 5.00 X 0 0 0 BOB TANCER 5.00 X 0 0 0 STEVE TUFTS 5.00 X 0 0 0 KEN UDENZE 5.00 X 0 0 0 BRUCE WEBER 5.00 X 0 0 0 MAJA WESSELS 5.00 X 0 0 0 BILL WILDER 5.00 X 0 0 0 STEVE ZYLSTRA 5.00 X 0 0 0 KATE BAKER 10.00 X X 0 0 0 SHELLEY COHN 5.00 X X 0 0 0 BARBARA HOFFNAGLE 5.00 X X 0 0 0 MARTA MORANDO 5.00 X X 0 0 0 GAIL BRADLEY 5.00 X X 0 0 0 KEN SCHUTZ 40.00 X 215000 0 31328 MARYLYNN MACK 40.00 X 112750 0 13435 BEVERLY DUZIK 40.00 X 120000 0 13945 447750 0 58708 3 0 1 0 THE ARIZONA REPUBLIC P O BOX 677595 DALLAS TX 752677595 ADVERTISING 189532 JOHN DOUGLAS ARCHITECTS 4400 N CIVIC CENTER PLAZA SCOTTSDALE AZ 85251 ARCHITECTS 186019 FABULOUS FOODS 120 S 26TH STREET PHOENIX AZ 85034 FOOD & BEVERAGE 183968 KITCHELL-PEREZ LLC 748 W PIERCE STREET SUITE B PHOENIX AZ 85007 CONSTRUCTION 167879 PSSTUDIOS INC 3002 N THIRD STREET PHOENIX AZ 85012 MARKETING 131531 6 2039411 1253119 267259 3499985 243586 7059774 ADMISSIONS 900099 2711295 2711295 GROUP SERVICES 900099 316915 316915 EDUCATION / CLASSES 611600 296546 296546 3324756 127 127 26 -26 -26 -26 610920 1253119 610920 0 10279 567 9712 9712 2318247 1066936 1251311 1251311 CONCESSION SALES 722210 124110 124110 MISCELLANEOUS 900099 9711 9711 CONSULTING FEES 900099 1084 1084 134905 11780559 3325840 0 1394945 276988 276988 5053113 3850479 506971 695663 146492 94246 29867 22379 620653 495155 55180 70318 425910 318184 53347 54379 15739 15739 75670 75670 946 784 162 211607 174346 37261 323198 241606 5000 76592 1001352 837308 51389 112655 2085 2085 502897 272257 165899 64741 187416 51939 115850 19627 47041 47041 1187998 1187998 112176 82781 15592 13803 OUTSIDE SERVICES 984623 819452 31303 133868 BEVERAGE EXPENSE 90250 90250 SPECIAL EVENTS EXPENSE 64613 64613 EXHIBIT PLANNING 62965 62965 172437 133055 15619 23763 11566169 8759846 1453760 1352563 1258188 1679548 37502 1032707 683808 1271156 18095 64216 220740 65443 219848 148359 30688285 14073845 16951264 16614440 61063 79190 75608 73858 19526116 21028917 795159 1092710 1144070 1351131 600000 600000 550000 100000 1250000 907965 3789229 4601806 X 13889648 12596005 1847239 3831106 15736887 16427111 19526116 21028917 X 214390 475834 X X 0 1 1 X 0 X 5952536 3189180 3342443 3278757 5020363 20783279 7419241 13546529 8535928 8157008 8303613 45962319 13371777 16735709 11878371 11435765 13323976 66745598 1173856 549748 817561 941185 2278162 5760512 2402798 1344309 641669 250000 411015 5049791 3576654 1894057 1459230 1191185 2689177 10810303 55935295 858049 654694 9079 3207 127 1525156 858049 654694 9079 3207 127 1525156 171503 202461 152091 96858 134905 757818 14401329 17592864 12039541 11535830 13459008 69028572 0.81030 0.88790 0.02210 0.03720 X SCHEDULE A, PART II, LINE 12, EXPLANATION OF OTHER INCOME: CONSULTING FEES MISCELLANEOUS CONCESSION SALES RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED X X X 0 9327182 -379198 1338225 570333 9715876 9218659 108523 -494099 -494099 9327182 6719079 2499580 748412 748412 9218659 6719079 288123 288123 6719079 1.00000 0 1 1 12412209 4864194 7548015 15453789 6785771 8668018 2822287 2423880 398407 16614440 BANK LINE OF CREDIT 700000 NOTE PAYABLE MERIDIAN BANK 200000 INTER-COMPANY PAYABLE - ENDOWMENT 7965 907965 11780559 11566169 214390 -232 476066 475834 690224 13036870 -232 429900 1447827 1877495 11159375 621184 621184 11780559 11957952 429900 57455 487355 11470597 95572 95572 11566169 PART III, LINE 1A: COLLECTIONS INCLUDE THE GARDEN'S LIBRARY AND LIVING PLANT COLLECTION, WHICH ARE ON DISPLAY FOR THE GENERAL PUBLIC. THESE COLLECTION ITEMS ARE NOT CAPITALIZED BY THE GARDEN. THE GARDEN'S LIBRARY CONSISTS OF OVER 500 BOTANICAL PERIODICALS AND OVER 7,000 RARE BOOKS, INCLUDING FLORISTIC, ECOLOGICAL AND HORTICULTURAL WORKS THAT RELATE TO THE DESERTS OF THE WORLD. THE LIBRARY ALSO INCLUDES MATERIALS ON BOTANICAL ILLUSTRATION, PLANT TAXONOMY AND NOMENCLATURE, EDIBLE AND USEFUL PLANTS, RARE AND ENDANGERED PLANTS, AND DESERT ECOLOGY AND CONSERVATION. THE LIVING PLANT COLLECTION CONSISTS OF PLANTS THAT ARE RARE AND DIFFICULT TO REPLACE. THE GARDEN EMPLOYS HORTICULTURISTS TO ENSURE THAT THE COLLECTION ITEMS ARE PRESERVED AND PROTECTED. BASED ON AN INDEPENDENT STUDY CONDUCTED IN 2005 BY AN ADVISOR FROM ARIZONA STATE UNIVERSITY, A VALUE OF $20 WAS ESTIMATED FOR EACH UNPROCESSED HERBARIUM SPECIMEN AND A VALUE OF $35 WAS ESTIMATED FOR EACH PROCESSED HERBARIUM SPECIMEN, FOR AN ESTIMATED TOTAL OF HERBARIUM SPECIMENS OF $2,520,000. IN CONFORMITY WITH THE PRACTICE FOLLOWED BY MANY GARDENS, SPECIMENS CONTRIBUTED TO THE GARDEN ARE NOT INCLUDED IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. COSTS OF PURCHASING COLLECTION ITEMS ARE INCLUDED AS A CHANGE IN UNRESTRICTED NET ASSETS IN "PROGRAM EXPENSE" IN THE ACCOMPANYING CONSOLIDATED STATEMENT OF ACTIVITIES. DURING THE YEAR ENDED SEPTEMBER 30, 2012, ACQUISITIONS AND DE-ACCESSIONS OF COLLECTION ITEMS WERE NOT SIGNIFICANT. PART III, LINE 4: COLLECTIONS INCLUDE THE GARDEN'S LIBRARY AND LIVING PLANT COLLECTION, WHICH ARE ON DISPLAY FOR THE GENERAL PUBLIC. THESE COLLECTION ITEMS ARE NOT CAPITALIZED BY THE GARDEN. THE GARDEN'S LIBRARY CONSISTS OF OVER 500 BOTANICAL PERIODICALS AND OVER 7,000 RARE BOOKS, INCLUDING FLORISTIC, ECOLOGICAL AND HORTICULTURAL WORKS THAT RELATE TO THE DESERTS OF THE WORLD. THE LIBRARY ALSO INCLUDES MATERIALS ON BOTANICAL ILLUSTRATION, PLANT TAXONOMY AND NOMENCLATURE, EDIBLE AND USEFUL PLANTS, RARE AND ENDANGERED PLANTS, AND DESERT ECOLOGY AND CONSERVATION. THE LIVING PLANT COLLECTION CONSISTS OF PLANTS THAT ARE RARE AND DIFFICULT TO REPLACE. THE GARDEN EMPLOYS HORTICULTURISTS TO ENSURE THAT THE COLLECTION ITEMS ARE PRESERVED AND PROTECTED. BASED ON AN INDEPENDENT STUDY CONDUCTED IN 2005 BY AN ADVISOR FROM ARIZONA STATE UNIVERSITY, A VALUE OF $20 WAS ESTIMATED FOR EACH UNPROCESSED HERBARIUM SPECIMEN AND A VALUE OF $35 WAS ESTIMATED FOR EACH PROCESSED HERBARIUM SPECIMEN, FOR AN ESTIMATED TOTAL OF HERBARIUM SPECIMENS OF $2,520,000. IN CONFORMITY WITH THE PRACTICE FOLLOWED BY MANY GARDENS, SPECIMENS CONTRIBUTED TO THE GARDEN ARE NOT INCLUDED IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. COSTS OF PURCHASING COLLECTION ITEMS ARE INCLUDED AS A CHANGE IN UNRESTRICTED NET ASSETS IN "PROGRAM EXPENSE" IN THE ACCOMPANYING CONSOLIDATED STATEMENT OF ACTIVITIES. DURING THE YEAR ENDED SEPTEMBER 30, 2012, ACQUISITIONS AND DE-ACCESSIONS OF COLLECTION ITEMS WERE NOT SIGNIFICANT. DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: THE ENDOWMENT IS HELD BY THE ORGANIZATION'S SUPPORTING ORGANIZATION AND ITS INDENDED USE IS TO PROVIDE A PERMANENT ENDOWMENT WITH INVESTMENT INCOME AVAILABLE FOR THE OPERATING EXPENSES OF THE GARDEN. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THE GARDEN IS A NONPROFIT CORPORATION EXEMPT FROM BOTH FEDERAL AND STATE INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (THE "IRC") AND SIMILAR STATE PROVISIONS. IN ADDITION, THE GARDEN QUALIFIES FOR THE CHARITABLE CONTRIBUTION DEDUCTION UNDER SECTION 170 OF THE IRC AND HAS BEEN CLASSIFIED AS AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION. INCOME DETERMINED TO BE UNRELATED BUSINESS TAXABLE INCOME WOULD BE TAXED. THE GARDEN FOLLOWS THE GUIDANCE ISSUED BY THE FINANCIAL ACCOUNTING STANDARDS BOARD ("FASB") RELATED TO ACCOUNTING FOR INCOME TAX UNCERTAINTIES. UNDER THIS GUIDANCE, THE GARDEN ACCOUNTS FOR THE EFFECT OF ANY UNCERTAIN TAX POSITIONS BASED ON WHETHER IT IS "MORE-LIKELY-THAN-NOT" THAT THE POSITION WILL BE SUSTAINED BY THE TAXING AUTHORITY UPON EXAMINATION. THE GARDEN ROUTINELY EVALUATES POTENTIAL UNCERTAIN TAX POSITIONS. THE GARDEN HAS IDENTIFIED ITS STATUS AS AN EXEMPT ORGANIZATION AS A TAX POSITION; HOWEVER, THE GARDEN HAS DETERMINED THAT SUCH TAX POSITION DOES NOT RESULT IN AN UNCERTAINTY THAT REQUIRES RECOGNITION. THE GARDEN FILES INFORMATION RETURNS IN THE U.S. FEDERAL JURISDICTION AND IN CERTAIN STATE AND LOCAL JURISDICTIONS. AS OF SEPTEMBER 30, 2012, U.S. FEDERAL INFORMATION RETURNS FOR YEARS ENDED PRIOR TO SEPTEMBER 30, 2009 AND STATE RETURNS FOR YEARS ENDED PRIOR TO SEPTEMBER 30, 2008 WERE CLOSED TO ASSESSMENT. INTEREST AND PENALTIES, IF ANY, ARE ACCRUED AS A COMPONENT OF ADMINISTRATION EXPENSES WHEN ASSESSED. PART XI, LINE 8 - OTHER ADJUSTMENTS: RECEIVABLE DISCOUNT -15,934. TRANSFER OF ENDOWMENT TO DESERT BOTANICAL GARDEN FOUNDATION -8,000. REPURPOSE OF ENDOWMENT FUNDS (SEE STATEMENT BELOW) 500,000. TOTAL TO SCHEDULE D, PART XI, LINE 8: 476,066. PART XII, LINE 2D - OTHER ADJUSTMENTS: REVENUE REPORTED ON DESERT BOTANICAL GARDEN FOUNDATION EIN: 26-3305761 1,447,827. PART XII, LINE 4B - OTHER ADJUSTMENTS: RECEIVABLE DISCOUNT 15,934. IN-KIND AUCTION ITEMS 95,572. GRANTS FROM DESERT BOTANICAL GARDEN FOUNDATION 509,678. PART XIII, LINE 2D - OTHER ADJUSTMENTS: EXPENSES REPORTED ON DESERT BOTANICAL GARDEN FOUNDATION EIN: 26-3305761 57,455. PART XIII, LINE 4B - OTHER ADJUSTMENTS: IN-KIND AUCTION ITEMS 95,572. PART XI, LINE 8 THE ORGANIZATION KNOWN AS DESERT BOTANICAL GARDEN FOUNDATION WAS ORGANIZED FOR EDUCATIONAL AND CHARITABLE PURPOSES FOR THE BENEFIT OF, AND TO CARRY OUT CERTAIN PURPOSES OF, DESERT BOTANICAL GARDEN, INC. DURING THE YEAR ENDED SEPTEMBER 30, 2012, DESERT BOTANICAL GARDEN, INC. TRANSFERRED ALL OF THE CASH, INVESTMENTS AND CONTRIBUTIONS RECEIVABLE RELATED TO THE ORGANIZATION'S ENDOWMENT TO THE FOUNDATION. ALSO DURING THE YEAR, A DONOR REPURPOSED A PREVIOUS ENDOWMENT CONTRIBUTION. THEREFORE, THE CONTRIBUTION WAS TRANSFERED BACK TO THE ORGANIZATION FROM THE FOUNDATION. DINNER ON THE DESERT 517091 391306 125785 125785 LUMINARIA 915891 536019 379872 379872 8 431057 325794 105263 105263 1864039 1253119 610920 610920 610920 0 X X X X 0 1 1 1 0 1 0 1 0 KEN SCHUTZ 190000 0 25000 0 0 0 30478 0 850 0 246328 0 228515 0 PART I, LINES 4B-C KEN SCHUTZ $25,000 NONQUALIFIED RETIREMENT PLAN THAT IS NON-ELIGIBLE UNTIL RETIREMENT. PART I, LINE 5 INCENTIVE COMPENSATION, ALTHOUGH LINKED TO PRE-DETERMINED COMBINATIONS OF SPECIFIC INSTITUTIONAL AND INDIVIDUAL RESULTS, IS NOT A SPECIFIC DOLLAR AMOUNT NOR IS IT A PERCENTAGE OF REVENUE OR EARNINGS. PART I, LINE 6 INCENTIVE COMPENSATION, ALTHOUGH LINKED TO PRE-DETERMINED COMBINATIONS OF SPECIFIC INSTITUTIONAL AND INDIVIDUAL RESULTS, IS NOT A SPECIFIC DOLLAR AMOUNT NOR IS IT A PERCENTAGE OF REVENUE OR EARNINGS. PART I, LINE 7 PERFORMANCE BASED BONUS PLAN KATE BAKER DBG OPERATING X 25000 25000 0 1 1 LEE COHN DBG OPERATING X 75000 75000 0 1 1 CLIFF DOUGLAS DBG OPERATING X 100000 100000 0 1 1 ARDIESTEVE EVANS DBG OPERATING X 50000 50000 0 1 1 BART FABER DBG OPERATING X 25000 25000 0 1 1 MIKE GILMAN DBG OPERATING X 25000 25000 0 1 1 BILL HUIZINGH DBG OPERATING X 75000 75000 0 1 1 TED LAGREID DBG OPERATING X 50000 50000 0 1 1 BRUCE MACDONOUGH DBG OPERATING X 50000 50000 0 1 1 MARTA MORANDO DBG OPERATING X 25000 25000 0 1 1 DON OTTOSEN DBG OPERATING X 25000 25000 0 1 1 BOB TANCER DBG OPERATING X 25000 25000 0 1 1 550000 X 1 65000 FMV X 4817 FMV X 10 55136 FMV X AUCTION ITEMS 135 88695 FMV X TRAV.VOUCHERS 1 17500 CASH VALUE X PLANTS/EXHIBITS 13 11040 FMV X EQUIPMENT 6 1398 FMV 0 1 1 THIRD PARTY USE: PART I, LINE 32B: THE ORGANIZATION UTILIZES A FINANCIAL BROKER TO SELL NON-CASH STOCK CONTRIBUTIONS. FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION HAS AMENDED ITS BYLAWS WITH CHANGES TO PROVISIONS OF THEIR EXECUTIVE COMMITTEE AND ADDING A SECTION FOR THEIR AUDIT COMMITTEE. SEE ATTACHED AMENDED BYLAWS FOR DETAIL. FORM 990, PART VI, SECTION A, LINE 6 NOT-FOR-PROFIT CORPORATION WITH MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A ALL GARDEN MEMBERSHIP LEVELS HAVE VOTING PRIVILEGES FOR BOARD POSITIONS. FORM 990, PART VI, SECTION A, LINE 7B ALL MEMBERSHIP LEVELS CAN VOTE ON AND CONFIRM BOARD MEMBER ELECTIONS AT THE ANNUAL MEETING. FORM 990, PART VI, SECTION B, LINE 11 THE REVIEW OF THE FORM 990 IS DELEGATED TO THE FINANCE COMMITTEE, A SUBGROUP OF THE BOARD AND THEN THE FORM 990 IS PROVIDED TO ALL BOARD MEMBERS. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST FORMS ARE SIGNED UPON ACCEPTANCE TO THE BOARD, AND RETURN OF FORMS IS TRACKED BY THE ADMINISTRATIVE COORDINATOR. ALL BOARD MEMBERS REVIEW THE POLICY ANNUALLY. FORM 990, PART VI, SECTION B, LINE 15 THE PROCESS FOR DETERMINING COMPENSATION FOR EXECUTIVE DIRECTOR IS PERFORMED ANNUALLY BY THE MEMBERS OF THE PERSONNEL COMMITTEE, A COMMITTEE OF THE BOARD OF TRUSTEES AND A NON-BOARD MEMBER WHO SERVES AS A HUMAN RESOURCE CONSULTANT. THE PERSONNEL COMMITTEE USES COMPARABLE DATA TO DETERMINE COMPENSATION BY CALLING OTHER NON-PROFITS OF EQUAL SIZE AND ALSO USES TOOLS SUCH AS GUIDESTAR AND OTHER PERSONNEL BASED WEB SITES. THE CURRENT FISCAL YEAR INCLUDED AN UPDATED COMPENSATION STUDY. FORM 990, PART VI, SECTION C, LINE 19 THE GARDEN POSTS ITS FORMS 990 AND ITS AUDITED FINANCIAL STATEMENTS ON ITS WEBSITE WWW.DBG.ORG, AVAILABLE FOR PUBLIC VIEWING. ANNUAL REPORTS ARE FILED WITH AZ CORPORATION COMMISSION, WHICH ARE AVAILABLE ON THE WEB. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -232. RECEIVABLE DISCOUNT -15,934. TRANSFER OF ENDOWMENT TO DESERT BOTANICAL GARDEN FOUNDATION -8,000. REPURPOSE OF ENDOWMENT FUNDS (SEE STATEMENT BELOW) 500,000. TOTAL TO FORM 990, PART XI, LINE 5: 475,834. EXPLANATION TO DESCRIBE ANY CHANGES TO PROCESS OF OVERSIGHT OF THE AUDIT: FORM 990, PART XI, LINE 2C: THE ORGANIZATION ADDED AN AUDIT COMMITTEE DURING THE YEAR TO OVERSEE THE AUDIT OF THE FINANCIAL STATEMENTS. THIS CHANGE IS REFLECTED IN THE ORGANIZATION'S AMENDED BYLAWS. DBG AGAVE LLC 1201 N GALVIN PKWY PHOENIX AZ 85008 RECEIVING AND HOLDING CONTRIBUTED INTERESTS IN REAL ESTATE. AZ 0 0 DESERT BOTANICAL GARDEN FOUNDATION 1201 N GALVIN PKWY PHOENIX AZ 85008 263305761 TO MANAGE ENDOWMENT FUNDS FOR THE DESERT BOTANICAL GARDEN. AZ 501(C)(3) 11A N/A 0 0 0 1 0 0 0 0 0 0 0 0 0 1 1 0 1 0 1 DESERT BOTANICAL GARDEN FOUNDATION C 509648 CASH DESERT BOTANICAL GARDEN FOUNDATION R 500000 CASH