2023-11-07T11:14:06-06:00 2022-12-31 812950760 SAX LLP 389 INTERPACE PARKWAY STE 3 PARSIPPANY NJ 07054 990 2022-01-01 263618722 PENCILS OF PROMISE INCORPORATED PENC 2127773170 1115 BROADWAY 1157 NEW YORK NY 10010 KAILEE SCALES CHIEF EXECUTIVE OFFICER 2127773170 2023-11-07 1 KAILEE SCALES 999009999 0 MARQUS WHITE P00053187 9734726250 2023-11-02 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z KAILEE SCALES 1115 BROADWAY NEW YORK NY 10010 5913276 0 X WWW.PENCILSOFPROMISE.ORG X 2008 CT AT PENCILS OF PROMISE, INC. ("POP"), WE BELIEVE EVERY CHILD DESERVES ACCESS TO QUALITY EDUCATION. WE CREATE SCHOOLS, PROGRAMS AND GLOBAL COMMUNITIES AROUND THE COMMON GOAL OF EDUCATION FOR ALL. WE ACCOMPLISH THESE ACTIVITIES BY DEDICATING SIGNIFICANT AMOUNTS OF TIME, LABOR AND EFFORT RAINING MONEY IN THE U.S. THROUGH YOUTH AND PROFESSIONAL ENGAGEMENT PROGRAMS AND SPECIAL EVENTS. THE FUNDS RAISED ALLOW US TO INCREASE OUR DOMESTIC AND INTERNATIONAL REACH AND IMPACT. 10 9 18 9 0 0 5024931 5854225 0 0 107 19 3588 -438010 5028626 5416234 160178 1082 0 0 3018792 2974412 0 0 771134 3632593 2853902 6811563 5829396 -1782937 -413162 2961527 2347880 333821 145015 2627706 2202865 X WE BELIEVE EVERY CHILD DESERVES ACCESS TO QUALITY EDUCATION. WE CREATE SCHOOLS, PROGRAMS, AND GLOBAL COMMUNITIES AROUND THE COMMON GOAL OF EDUCATION FOR ALL. WE ACCOMPLISH THESE ACTIVITIES BY DEDICATING SIGNIFICANT AMOUNTS OF TIME, LABOR, AND EFFORT TO RAISING MONEY IN THE U.S. THROUGH YOUTH AND PROFESSIONAL ENGAGEMENT PROGRAMS AND SPECIAL EVENTS. THROUGH THE YOUTH AND PROFESSIONAL ENGAGEMENT PROGRAMS AND SPECIAL EVENTS. THE FUNDS RAISED ALLOW US TO INCREASE OUR DOMESTIC AND INTERNATIONAL REACH AND IMPACT. AT THE CONCLUSION OF 2021, WE HAVE BROKEN GROUND ON 585 SCHOOLS AROUND THE WORLD. OUR SCHOOLS ARE OPEN TO STUDENTS IN EACH COUNTRY AND THE STAGES OF PLANNING AND CONSTRUCTION ARE UNDERWAY IN SEVERAL NEW COMMUNITIES ACROSS GHANA, GUATEMALA, AND LAOS. 0 0 2486043 THE FIRST OF OUR CORE PROGRAMS ARE SCHOOL BUILDS. WE PARTNER WITH LOCAL COMMUNITIES AND GOVERNMENTS TO IMPROVE THE STATE OF EDUCATION INFRASTRUCTURE IN COMMUNITIES. OUR SHORT-TERM GOALS ARE TO ADDRESS THE NEED FOR AN IMPROVED INFRASTRUCTURE WITHOUT LONG-TERM GOALS BEING TO IMPROVE STUDENT ATTENDANCE, PROGRESSION, AND TEST SCORES. THE BENEFICIARIES OF OUR SCHOOL BUILDING PROGRAM ARE PRIMARY SCHOOL STUDENTS CURRENTLY ATTENDING SCHOOL IN POOR-QUALITY STRUCTURES AND PRIMARY SCHOOL TEACHERS CURRENTLY TEACHING IN POOR-QUALITY STRUCTURES. THROUGH THE END OF 2021, WE HAVE BROKEN GROUND ON A TOTAL OF 585 SCHOOLS ACROSS OUR GEOGRAPHIES. 879417 OUR SECOND CORE PROGRAM IS TEACHER SUPPORT. WE SUPPORT TEACHER DEVELOPMENT THROUGH IN-SERVICE AND WORKSHOP TRAINING SESSIONS. OUR STAFF MEMBERS VISIT GOVERNMENT TEACHERS IN OUR COMMUNITIES TWICE PER MONTH TO AID IN LESSON PLANNING, METHODOLOGY TRAINING, AND RAPPORT-BUILDING WITH STUDENTS. TEACHERS ATTEND WORKSHOPS FOR GROUP TRAINING AND NETWORK BUILDING. WE USE A METHODOLOGY OF TEACHING THAT FOCUSES ON THE ENGAGEMENT OF THE STUDENT BECAUSE MORE ENGAGED STUDENTS PERFORM AT A HIGHER LEVEL. THE SHORT-TERM GOALS OF OUR TEACHER SUPPORT PROGRAMS ARE: TO IMPROVE LESSON PLANNING BY ASSISTING TEACHERS IN THE CREATION AND USE OF LESSON PLANS; TO BUILD RAPPORT WITH STUDENTS BY ENCOURAGING TEACHERS TO ADOPT OUR INTERACTIVE METHODOLOGY TO BETTER ENGAGE STUDENTS; TO SUPPORT A PEER NETWORK OF TEACHERS THROUGH TEACHER TRAINING WORKSHOPS, AND TO PROVIDE CLASSROOMS WITH TEACHING AND LEARNING MATERIALS. OUR LONG-TERM GOAL IS TO INCREASE PRIMARY STUDENT SCORES IN LITERACY ACROSS ALL OUR GEOGRAPHIES. THE MAIN BENEFICIARIES OF OUR TEACHER SUPPORT PROGRAM ARE THE TEACHERS AND STUDENTS IN OUR SCHOOLS AND COMMUNITIES. THROUGH 2021, WE HAVE SUPPORTED 2,585 TEACHERS ACROSS LAOS, GUATEMALA, AND GHANA. 674280 OUR THIRD CORE PROGRAM IS OUR WASH PROGRAM. WASH IS AN INTERNATIONALLY RECOGNIZED AND UTILIZED PROGRAM THAT IS DESIGNED TO PROVIDE ACCESS TO AND KNOWLEDGE ABOUT WATER, SANITATION, AND HYGIENE (WASH). UNICEF ADOPTED WASH IN 2005 AS THEIR PRIMARY INTERVENTION TO TACKLE HYGIENE NEEDS IN THE DEVELOPING WORLD; POP BEGAN WASH PRACTICES IN 2010 IN LAOS AND HAS SINCE EXPANDED TO GUATEMALA AND GHANA. IN CARRYING OUT THIS PROGRAM, WE BUILD STUDENT AND TEACHER SANITATION FACILITIES (HAND WASHING STATIONS AND BATHROOMS) IN CONJUNCTION WITH CLASSROOM BUILDS. IN ADDITION, OUR STAFF MEMBERS VISIT CLASSES TWICE PER MONTH DURING THE SCHOOL YEAR TO TEACH LESSONS RELATED TO WATER, SANITATION, AND HYGIENE. THE PRIMARY GOALS OF THIS PROGRAM ARE TO BUILD AND PROVIDE ACCESS TO QUALITY TOILETS, POTABLE WATER, AND HAND-WASHING STATIONS IN CONJUNCTION WITH POP SCHOOLS LACKING SUCH INFRASTRUCTURE. ADDITIONALLY, WE AIM TO INCREASE PROPER HYGIENIC AND SANITARY BEHAVIOR IN PRIMARY STUDENTS. THROUGH 2021, WE HAVE SUPPORTED 169 SCHOOLS WITH WASH PROGRAMMING. 758886 758886 4798626 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 1 1 0 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 13 0 1 18 1 0 1 GH LA GT 0 0 0 0 0 0 0 0 0 0 X 10 9 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 1 1 1 0 0 AL AR CA FL GA HI IL KS KY MD MA MI MN NH NJ NM NY NC ND OR PA RI SC TN UT VA WV WI X X X LESLIE ENGLE YOUNG 2127773170 1115 BROADWAY NO 1157 NEW YORK NY 10010 ADAM BRAUN CHAIR 1.00 X X 0 0 0 JASON HODES MEMBER 1.00 X 0 0 0 COURTNEY BEALE MEMBER 1.00 X 0 0 0 GABRIEL BOURGEOIS MEMBER 1.00 X 0 0 0 PHITSAMAY UY MEMBER 1.00 X 0 0 0 ASTRID WOMBLE MEMBER 1.00 X 0 0 0 GARY VAYNERCHUK MEMEBR 1.00 X 0 0 0 TAMMY FARLEY MEMBER 1.00 X 0 0 0 ROB HAMWEE MEMBER 1.00 X 0 0 0 KAILEE SCALES CHIEF EXECUTIVE OFFICER 50.00 X 268220 0 25100 LESLIE ENGLE YOUNG COO/MEMBER 50.00 X X 169912 0 19457 CHRISTOPHER STANFILL MANAGING DIRECTOR 50.00 X 146045 0 18606 584177 0 63163 3 0 1 0 CFO STRATEGIES LLC 10368 ADDIE DEMAR LANE LAS VEGAS NV 89135 ACCOUNTING SERVICES 178200 1 603723 266312 4984190 5854225 19 19 42075 603723 497042 -454967 -454967 16957 0 16957 16957 5416234 16957 0 -454948 1082 1082 647340 520461 29778 97101 2026068 1628959 93199 303910 34146 27453 1571 5122 152626 122711 7021 22894 114232 91842 5255 17135 1180 880 115 185 218050 162557 21262 34231 505318 376716 49274 79328 29104 29104 190342 175518 5680 9144 144214 20367 8244 115603 173644 147729 9929 15986 316182 277312 27626 11244 70643 69961 682 SCHOOL BUILDINGS AND IN 742941 742941 TEACHER SUPPORT 227081 227081 OTHER PROGRAM SPENDING 120699 120699 PROGRAM MATERIALS 62603 62603 51901 21754 30147 5829396 4798626 259636 771134 2235548 916097 77582 601 346000 1258995 177786 19475 1133698 988986 116611 144712 8000 8000 2961527 2347880 67509 145015 266312 333821 145015 X 2281706 1051665 346000 1151200 2627706 2202865 2961527 2347880 X -413162 -11679 X 0 1 X 1 0 X 7416547 6949483 5475030 5024931 5854225 30720216 7416547 6949483 5475030 5024931 5854225 30720216 2700904 28019312 478 761 184 107 19 1549 30721765 20545 0.91200 0.88640 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 85080 72507 12573 1048618 916479 132139 144712 X 5871450 455216 455216 5416234 0 5416234 6296291 466895 466895 5829396 0 5829396 PART X, LINE 2: THE ORGANIZATION IS A NON-PROFIT CORPORATION, EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501 (C)(3) OF THE INTERNAL REVENUE CODE AND HAS BEEN CLASSIFIED AS AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION UNDER SECTION 509(A). U.S. GAAP REQUIRES MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY THE ORGANIZATION AND RECOGNIZE A TAX LIABILITY IF THE ORGANIZATION HAS TAKEN AN UNCERTAIN POSITION THAT MORE LIKELY THAN NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY TAXING AUTHORITIES. MANAGEMENT EVALUATED THE ORGANIZATION'S TAX POSITIONS AND CONCLUDED THAT THE ORGANIZATION HAD TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIALS TO COMPLY WITH THE PROVISIONS OF THIS GUIDANCE. PART XI, LINE 2D - OTHER ADJUSTMENTS: FOREIGN EXCHANGE GAIN/LOSSES -11,679. SPECIAL EVENT EXPENSES 466,895. PART XII, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENT EXPENSES 466,895. SUB-SAHARAN AFRICA - ANGOLA, BENIN, BOTSWANA, BURKINA FASO, 3 PROGRAM SERVICES SCHOOL CONSTRUCTION, TEACHER TRAINING, WATER SANITATION & HYGIENE 1058458 EAST ASIA AND THE PACIFIC - AUSTRALIA, BRUNEI, BURMA, CAMBODIA, 1 PROGRAM SERVICES SCHOOL CONSTRUCTION, TEACHER TRAINING, WATER SANITATION & HYGIENE 564685 CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 2 PROGRAM SERVICES SCHOOL CONSTRUCTION, TEACHER TRAINING, WATER SANITATION & HYGIENE 1258418 6 0 0 0 6 0 2881561 0 2881561 0 0 0 0 0 0 PART I, LINE 2: ALL GRANTS AND ASSISTANCE ISSUED TO INDIVIDUALS UNDERGO THE SAME SCRUTINY AS IF OUR ORGANIZATION CARRIED OUT THE SERVICE DIRECTLY. ONCE THE SCHOLARSHIP FUNDS ARE ISSUED TO THE INDIVIDUALS, THE GRANT UNDERGOES QUARTERLY REPORTING WHERE THE GRANTEE ISSUES BOTH QUANTITATIVE AND QUALITATIVE REPORTS TO OUR ORGANIZATION IN ORDER TO ACCURATELY MONITOR AND MEASURE THE IMPACT THAT OUR FUNDS ARE HAVING IN THE REGIONS WE WORK IN. PART I, LINE 3: THE ORGANIZATION USES THE ACCRUAL METHOD TO ACCOUNT FOR EXPENDITURES. PART III ACCOUNTING METHOD: SPECIAL EVENTA 645798 603723 42075 330472 166570 645798 603723 42075 330472 166570 497042 -454967 X X X 0 0 0 0 0 0 0 0 0 KAILEE SCALES CHIEF EXECUTIVE OFFICER 268220 0 0 0 0 0 0 0 25100 0 293320 0 0 0 LESLIE ENGLE YOUNG COO/MEMBER 169912 0 0 0 0 0 0 0 19457 0 189369 0 0 0 CHRISTOPHER STANFILL MANAGING DIRECTOR 146045 0 0 0 0 0 0 0 18606 0 164651 0 0 0 FORM 990, PART VI, SECTION B, LINE 11B THE CHIEF OPERATING OFFICER, IN COLLABORATION WITH THE FINANCE & GOVERNANCE COMMITTEE, IS TASKED WITH DRAFTING FORM 990, IN CONJUNCTION WITH AN INDEPENDENT ACCOUNTING FIRM. ALL MEMBERS OF THE COMMITTEE, THE CHIEF EXECUTIVE OFFICER, AND OTHER EMPLOYEES OF THE ORGANIZATION ARE PROVIDED WITH A COPY OF FORM 990 FOR REVIEW, COMMENT, AND APPROVAL. A COPY OF FORM 990 IS ALSO PROVIDED TO THE ENTIRE BOARD OF DIRECTORS PRIOR TO FILING THE RETURN WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION HAS A CONFLICT OF INTEREST POLICY THAT APPLIES TO ALL EMPLOYEES, BOARD MEMBERS, AND OFFICERS OF THE ORGANIZATION. EACH PERSON IS ASKED TO READ THE POLICY EACH YEAR AND SIGN AN AFFIRMATION STATEMENT REGARDING THE POLICY. SHOULD A CONFLICT ARISE, THEY ARE BROUGHT TO THE ATTENTION OF THE CHIEF OPERATING OFFICER ("COO") (WHEN AN EMPLOYEE IS INVOLVED), AND THE CHAIRS OF THE BOARD OF DIRECTORS (WHEN A BOARD MEMBER OR OFFICER IS INVOLVED), AND BOTH ARE DISCUSSED AT THE BOARD LEVEL TO DECIDE THE PROPER COURSE OF ACTION. THERE ARE QUARTERLY CONFLICT CHECKS ADMINISTERED BY THE COO TO EMPLOYEES, AND BY THE CHAIRMAN OF THE BOARD TO BOARD MEMBERS. AT THE START OF EACH BOARD MEETING, THE CHAIR ASKS IF THERE ARE ANY CONFLICTS. IF THERE ARE, THE MEMBER RAISES TO THE LEVEL OF A CONFLICT THAT THE ORGANIZATION SHOULD NOT PURSUE. A FINAL DECISION IS MADE BY MEMBERS OF THE BOARD PRESENT, EXCLUDING THE CONFLICTED BOARD MEMBER. THE BOARD HAS AN ATTORNEY ON RETAINER WHO THEY CONSULT WITH IF NEEDED. SIMILAR DISCLOSURES AND PROCEDURES ARE USED FOR EMPLOYEES WITH POTENTIAL CONFLICTS, AND IS ADMINISTERED BY THE COO, WITH COUNSEL FROM THE BOARD CHAIR IF NEEDED. FORM 990, PART VI, SECTION B, LINE 15A THE ORGANIZATION HAS A POLICY TO DETERMINE THE COMPENSATION OF THE CHIEF EXECUTIVE OFFICER WHICH INCLUDES: (1) REVIEW AND APPROVAL BY THE TALENT AND COMPENSATION COMMITTEE OF THE BOARD; (2) USE OF DATA AS TO COMPARABLE COMPENSATION; AND (3) CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING. REVIEW AND APPROVAL - THE COMPENSATION OF THE CEO IS REVIEWED AND APPROVED BY THE TALENT AND COMPENSATION COMMITTEE OF THE BOARD. USE OF DATA AS TO COMPARABLE COMPENSATION - THE COMPENSATION OF THE PERSON IS REVIEWED AND APPROVED USING DATA AS TO COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING - THERE IS CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO THE DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENT. THE CEO MAKES RECOMMENDATIONS FOR COMPENSATION FOR THE OTHER MEMBERS OF THE LEADERSHIP TEAM, AND THE BOARD DECIDES WHETHER TO SUPPORT THE CEO'S RECOMMENDATIONS. THE LAST COMPENSATION REVIEW PROCESS WAS UNDERTAKEN IN DECEMBER 2021. FORM 990, PART VI, SECTION C, LINE 19 POP MAKES ITS FORM 990 AND FORM 1023 AVAILABLE FOR PUBLIC INSPECTION AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE CODE. THE RETURN IS AVAILABLE ON GUIDESTAR.ORG AND OTHER SIMILAR TYPES OF WEBSITES, AS WELL AS THE ORGANIZATION'S OWN WEBSITE. IN ADDITION, THE AUDITED FINANCIAL STATEMENTS ARE AVAILABLE ON THE ORGANIZATIONS WEBSITE, AS WELL AS UPON WRITTEN REQUEST. GOVERNING DOCUMENTS ARE ALSO AVAILABLE UPON A WRITTEN REQUEST. FORM 990, PART XI, LINE 9: GAIN OF FOREIGN CURRENCY -11,679.