2025-05-01T09:02:25-05:00 2024-06-30 752393478 WHITLEY PENN LLP 640 TAYLOR STREET SUITE 2200 FT WORTH TX 76102 990 2023-07-01 752457270 PERFORMING ARTS FORT WORTH INC PERF 8172124300 330 E 4TH STREET FORT WORTH TX 76102 ALICIA DURAN CFO 8172124300 2025-05-01 1 1 EMILY LANDRY P01614538 8172599100 2023 2025-03-06 01:10:19Z DIONE KENNEDY 330 E 4TH STREET FORT WORTH TX 76102 55735083 0 X WWW.BASSHALL.COM X 1992 TX TO SERVE AS A PERMANENT HOME TO MAJOR PERFORMING ARTS ORGANIZATIONS OF FORT WORTH AND AS A PREMIER VENUE FOR TOURING ATTRACTIONS AND TO PROMULGATE ARTS EDUCATION. SEE SCH. O, GS 1. 34 31 203 393 94040 44049 2198273 2019182 15540631 19956827 1671244 3374266 428897 510576 19839045 25860851 30400 24000 0 0 5452275 5904436 0 0 340630 17186371 20289812 22669046 26218248 -2830001 -357397 135017496 141080812 10378123 11786319 124639373 129294493 X TO SERVE AS A PERMANENT HOME TO MAJOR ARTS ORGANIZATIONS OF FORT WORTH AND AS A PREMIER VENUE FOR TOURING ATTRACTIONS AND TO PROMULGATE ARTS EDUCATION. SEE SCHEDULE O, GENERAL STATEMENT 1. 0 0 22259918 19956827 PRODUCTIONS AND PERFORMANCES - SEE SCHEDULE O GENERAL STATEMENT 1. 1163604 24000 EDUCATIONAL ACTIVITIES - SEE SCHEDULE O GENERAL STATEMENT 1. 23423522 1 1 0 0 0 0 0 0 0 1 1 0 0 1 0 1 1 0 0 0 1 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 1 1 0 0 0 0 1 1 0 0 0 1 91 0 1 203 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 34 31 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X ALICIA DURAN 8172124300 330 E 4TH STREET FORT WORTH TX 76102 ELAINE B AGATHER BOARD CHAIRMAN 1.00 X X 0 0 0 EDWARD P BASS BOARD CHAIRMAN EMERITUS 1.00 X X 0 0 0 PATRICIA H SCHUTTS BOARD VICE CHAIR EMERITUS 1.00 X X 0 0 0 JOEL T SAWYER BOARD VICE PRESIDENT / TRE 1.00 X X 0 0 0 DEE J KELLY JR BOARD VICE PRESIDENT 1.00 X X 0 0 0 JEAN ROACH BOARD SECRETARY 1.00 X X 0 0 0 DANA STAYTON ASSISTANT SECRETARY 1.00 X X 0 0 0 JIL BARNES DIRECTOR 1.00 X 0 0 0 JENNIFER GIDDINGS BROOKS DIRECTOR 1.00 X 0 0 0 EDDIE BROUSSARD DIRECTOR 1.00 X 0 0 0 BECKY BRUMLEY DIRECTOR 1.00 X 0 0 0 KIM DARDEN DIRECTOR 1.00 X 0 0 0 JOANN DICKERSON DIRECTOR 1.00 X 0 0 0 GLENN S FORBES DIRECTOR 1.00 X 0 0 0 PAIGE HIGGINS DIRECTOR 1.00 X 0 0 0 ERICH HOLMSTEN DIRECTOR 1.00 X 0 0 0 MARK L JOHNSON DIRECTOR 1.00 X 0 0 0 TERESA KING DIRECTOR 1.00 X 0 0 0 MARSHA KLEINHEINZ DIRECTOR 1.00 X 0 0 0 JOE T LANCARTE DIRECTOR 1.00 X 0 0 0 ROBERT M LANSFORD DIRECTOR 1.00 X 0 0 0 SHARON LEITE DIRECTOR (PARTIAL YEAR) 1.00 X 0 0 0 PAT LINARES DIRECTOR 1.00 X 0 0 0 MARY RALPH LOWE DIRECTOR (PARTIAL YEAR) 1.00 X 0 0 0 JOHN L MARION DIRECTOR 1.00 X 0 0 0 STACY MARSHALL DIRECTOR 1.00 X 0 0 0 PRISCILLA MARTIN DIRECTOR 1.00 X 0 0 0 EBONEY COBB-MCCAIN DIRECTOR 1.00 X 0 0 0 DAVID MCDAVID DIRECTOR 1.00 X 0 0 0 BRIAN NEWBY DIRECTOR 1.00 X 0 0 0 SHANNON RAY DIRECTOR 1.00 X 0 0 0 TIMOTHY REES DIRECTOR (PARTIAL YEAR) 1.00 X 0 0 0 LISA ROSE DIRECTOR 1.00 X 0 0 0 ROZANNE ROSENTHAL DIRECTOR 1.00 X 0 0 0 GLORIA STARLING DIRECTOR 1.00 X 0 0 0 AMY HARDISON TULLY DIRECTOR 1.00 X 0 0 0 WESLEY R TURNER DIRECTOR 1.00 X 0 0 0 DIONE KENNEDY PRESIDENT / CEO 40.00 X 580076 0 55051 KATHY DUBOSE VICE PRESIDENT / CFO 40.00 X 275780 0 41752 ALICIA DURAN CFO 40.00 X 133215 0 11945 JASON WISE SENIOR VICE PRESIDENT OF O 40.00 X 217142 0 27584 JIM CARLEY DIRECTOR OF SAFETY & RISK 40.00 X 111084 0 10567 DAVID TIDWELL DIRECTOR OF BUILDING SERVI 40.00 X 112825 0 11093 PHILLIP DELEON DIRECTOR OF CRM STRATEGY 40.00 X 106502 0 11677 STEPHEN RORAI DIRECTOR OF INFORMATION TECHNOLOGY 40.00 X 109031 0 16994 TAYLOR WOODS DIRECTOR OF EDUCATION & COMMUNITY ENGAGEMENT 40.00 X 101880 0 16807 1747535 0 203470 9 0 1 0 BUENA VISTA THEATRICAL GROUP LTD 214 WEST 42ND ST NEW YORK NY 10036 ARTIST FEE 2823315 SIX BOLEYN TOUR LLC 561 7TH AVE 3RD FL NEW YORK NY 10018 ARTIST FEE 1013205 HADESTOWN NORTH AMERICA TOURING LLC 630 NINTH AVE STE 809 NEW YORK NY 10036 ARTIST FEE 762969 LEWIS WARD NORTH AMERICA TOUR LLC 260 W 44TH ST NEW YORK NY 10036 ARTIST FEE 607330 ANNIE ON TOUR LLC 9200 CORPORATE BLVD 200 ROCKVILLE MD 20850 ARTIST FEE 556805 9 2019182 256649 2019182 TICKET SALES/SURCHARGE/COMMISSION 711190 18369703 18369703 HALL RENTAL FEES 532000 770350 770350 FACILITY OPERATIONS 900099 458222 458222 VALET PARKING 900099 329750 329750 RETURN OF IPN MEMBERSHIP CONTRIBU 900099 28802 28802 19956827 2363902 2363902 378862 44030 -32779 92612 411641 -48582 363059 -48582 411641 30498610 29488246 1010364 1010364 1010364 468775 326153 142622 142622 OTHER INCOME 900099 4895 4895 4895 25860851 19956827 94040 3790802 24000 24000 970489 365592 543412 61485 3884582 3270867 515735 97980 328072 222678 90994 14400 375178 307408 52448 15322 346115 257229 77380 11506 29485 22114 7371 70558 35279 35279 304983 304983 632703 601068 31635 1032109 1032109 235397 142864 92350 183 685272 389033 296239 538822 404345 134477 148873 120849 26664 1360 3051280 3051280 266792 133396 133396 ARTIST AND EVENT EXPENS 11992457 11841274 30433 120750 BUILDING MAINTENANCE 918118 872212 45906 ALL OTHER EXPENSES 380828 329925 33259 17644 UBI TAXES 2135 2135 26218248 23423522 2454096 340630 22990149 26640298 166500 67000 210911 224924 175251 191930 554891 689178 104273432 66405631 39015133 37867801 58192735 61058580 13711926 14341101 135017496 141080812 557241 1080810 9820882 10705509 10378123 11786319 X 57966885 59349997 66672488 69944496 124639373 129294493 135017496 141080812 -357397 5012517 0 X X 0 1 X 1 0 X 2053738 2713256 12256043 2198273 2019182 21240492 2053738 2713256 12256043 2198273 2019182 21240492 2791503 18448989 1727713 1116826 1496004 1507446 2363902 8211891 85027 -32425 19361 77944 94040 243947 98712 82896 63913 23111 4895 273527 29969857 62322263 0.61560 0.62950 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 71920160 7252020 3772500 75399680 70049674 110000 5509606 3749120 71920160 83134291 2701200 -12575117 3210700 70049674 69824470 127950 17704071 4522200 83134291 69882284 175550 3164106 3397470 69824470 0.07235 0.75082 0.17683 0 1 1 7309619 7309619 83942265 57437944 26504321 13021548 8967687 4053861 37867801 BENEFICIAL IN NET ASSETS OF ENDOWMENT TRUST 14341101 14341101 X 30950039 5012517 381654 5394171 25555868 304983 304983 25860851 26294919 381654 381654 25913265 304983 304983 26218248 PART V, LINE 4: IT IS THE POLICY OF THE BOARD OF DIRECTORS OF THE COMPANY TO TREAT THE BOARD DESIGNATED INVESTED RESERVES TOGETHER WITH THE UNDISTRIBUTED EARNINGS AND APPRECIATION FROM THEIR INVESTMENT AS PERMANENT ENDOWMENT. AS SUCH, THE BOARD ENDEAVORS TO PRESERVE AND INVEST THE FUNDS SO AS TO GENERATE A TOTAL RETURN OVER THE LONG TERM THAT WILL BOTH ACCOMMODATE DISTRIBUTIONS FOR THE PURPOSES OF THE ENDOWMENT AND ALSO MAINTAIN THE REAL VALUE, AFTER INFLATION, OF THE UNDISTRIBUTED BALANCE OF THE FUNDS. THE BOARD HAS ADOPTED A POLICY FOR NORMAL ANNUAL DISTRIBUTIONS CONSISTENT WITH THE FOREGOING. THIS POLICY NOTWITHSTANDING, THE BOARD MAY MAKE EXTRAORDINARY DISTRIBUTIONS FROM TIME TO TIME FOR CAPITAL MAINTENANCE OF FACILITIES AND OTHER PURPOSES. THE PERCENTAGE REPORTED IN SCHEDULE D, PART V, LINE 2A, "BOARD DESIGNATED OR QUASI-ENDOWMENT", REPRESENTS THESE BOARD DESIGNATED INVESTED RESERVES. PERMANENTLY RESTRICTED NET ASSETS INCLUDES DONOR RESTRICTED ENDOWMENT GIFTS TO BE HELD IN PERPETUITY WITH THE INVESTMENT INCOME TO BE USED FOR THE COMPANY'S CHILDREN'S EDUCATION PROGRAM. THE PERCENTAGE REPORTED IN SCHEDULE D, PART V, LINE 2B, "PERMANENT ENDOWMENT", INCLUDES THESE PERMANENTLY RESTRICTED CONTRIBUTIONS. IT IS THE POLICY OF THE BOARD OF DIRECTORS OF THE COMPANY TO TREAT, FOR ENDOWMENT MANAGEMENT PURPOSES, BOTH THE PERMANENTLY RESTRICTED ORIGINAL PRINCIPAL AMOUNT OF ENDOWMENT GIFTS AND THE UNDISTRIBUTED EARNINGS AND APPRECIATION FROM THEIR INVESTMENT AS PERMANENT ENDOWMENT. AS SUCH, THE BOARD ENDEAVORS TO PRESERVE AND INVEST THE FUNDS SO AS TO GENERATE A TOTAL RETURN OVER THE LONG TERM THAT WILL BOTH ACCOMMODATE DISTRIBUTIONS FOR THE PURPOSES OF THE ENDOWMENT AND ALSO MAINTAIN THE REAL VALUE, AFTER INFLATION, OF THE UNDISTRIBUTED BALANCE OF THE FUNDS. THE BOARD HAS ADOPTED A DISTRIBUTION POLICY CONSISTENT WITH THE FOREGOING. THE PERCENTAGE REPORTED IN SCHEDULE D, PART V, LINE 2C, "TEMPORARILY RESTRICTED ENDOWMENT", INCLUDES THESE UNDISTRIBUTED EARNINGS AND APPRECIATION. THE COMPANY RECEIVED CONTRIBUTIONS TO THE CHILDREN'S EDUCATION PROGRAM ENDOWMENT DURING THE FISCAL YEAR. MANY DONORS SIGNED A CHARITABLE CONTRIBUTION AGREEMENT PERMANENTLY RESTRICTING THE ORIGINAL PRINCIPAL OF THEIR CONTRIBUTION. THE PERCENTAGE REPORTED IN SCHEDULE D, PART V, LINE 2B, "PERMANENT ENDOWMENT", INCLUDES THESE PERMANENTLY RESTRICTED CONTRIBUTIONS. THE COMPANY RECEIVED NO CONTRIBUTIONS TO THE PAFW ENDOWMENT DURING THE FISCAL YEAR. MANY DONORS SIGNED A CHARITABLE CONTRIBUTION AGREEMENT PERMANENTLY RESTRICTING THE ORIGINAL PRINCIPAL OF THEIR CONTRIBUTION TO THE PAFW ENDOWMENT. THE PERCENTAGE REPORTED IN SCHEDULE D, PART V, LINE 2B, "PERMANENT ENDOWMENT", INCLUDES THESE PERMANENTLY RESTRICTED CONTRIBUTIONS. THE COMPANY ALSO RECEIVED CONTRIBUTIONS TO THE PAFW ENDOWMENT WHICH WERE NOT DONOR RESTRICTED. THE PERCENTAGE REPORTED IN SCHEDULE D, PART V, LINE 2C, "TEMPORARILY RESTRICTED ENDOWMENT", INCLUDES THESE CONTRIBUTIONS. IT IS THE POLICY OF THE BOARD OF DIRECTORS OF THE COMPANY TO TREAT, FOR ENDOWMENT MANAGEMENT PURPOSES, BOTH THE PERMANENTLY RESTRICTED ORIGINAL PRINCIPAL AMOUNT OF ENDOWMENT GIFTS AND THE UNDISTRIBUTED EARNINGS AND APPRECIATION FROM THEIR INVESTMENT AS PERMANENT ENDOWMENT. AS SUCH, THE BOARD ENDEAVORS TO PRESERVE AND INVEST THE FUNDS SO AS TO GENERATE A TOTAL RETURN OVER THE LONG TERM THAT WILL BOTH ACCOMMODATE DISTRIBUTIONS FOR THE PURPOSES OF THE ENDOWMENT AND ALSO MAINTAIN THE REAL VALUE, AFTER INFLATION, OF THE UNDISTRIBUTED BALANCE OF THE FUNDS. THE PERCENTAGE REPORTED IN SCHEDULE D, PART V, LINE 2C, "TEMPORARILY RESTRICTED ENDOWMENT", INCLUDES THESE UNDISTRIBUTED EARNINGS AND APPRECIATION. DURING FISCAL YEAR 2016, THE ORGANIZATION AGREED TO AND ACCEPTED A $25 MILLION CHALLENGE GRANT FROM THE PHILECOLOGY FOUNDATION (THE FOUNDATION) TO PROVIDE FINANCIAL SUPPORT TO PAFW FOR ITS ENDOWMENT. THE FOUNDATION PLEDGED TO MATCH THE AMOUNT OF EACH QUALIFYING GIFT RECEIVED BY PAFW COMMENCING JANUARY 1, 2014 THROUGH DECEMBER 31, 2020 ON A RATIO OF $2 FOR ENDOWMENT FOR EVERY $1 CONTRIBUTED TO PAFW DESIGNATED AS PERMANENT ENDOWMENT. FURTHER, THE FOUNDATION PLEDGED TO MATCH THE AMOUNT OF EACH NEW QUALIFYING GIFT OF $25,000 OR GREATER PAID TO PAFW FOR ITS OPERATIONS DURING THE PERIOD COMMENCING JANUARY 1, 2014 THROUGH DECEMBER 31, 2020 ON A RATIO OF $2 FOR ENDOWMENT FOR EVERY $1 CONTRIBUTED TO PAFW FOR ITS OPERATIONS. ON SEPTEMBER 30, 2015, THE FOUNDATION AND PAFW ENTERED INTO A GENERAL PARTNERSHIP NAMED PHILECOLOGY-PAFW PARTNERS. IN ORDER TO FULFILL A GIFT INSTALLMENT PAYMENT PURSUANT TO THE TERMS OF THE GIFT AGREEMENT LETTER BETWEEN THE FOUNDATION AND PAFW, THE FOUNDATION ASSIGNS TO PAFW UNDIVIDED OWNERSHIP INTEREST IN AN INVESTMENT ACCOUNT THE FOUNDATION OWNS. DURING FISCAL YEAR 2017, QUALIFYING GIFTS EXCEEDED THE $12.5 MILLION REQUIRED TO FULFILL PAFW'S $25 MILLION CHALLENGE GRANT. PAFW'S CUMULATIVE PARTNERSHIP INTEREST OF 89.6009% IN THE NET ASSETS OF THE PHILECOLOGY PAFW PARTNERS WAS VALUED AT $26,659,749 AT JUNE 30, 2017. ON JULY 1, 2017, THE PHILECOLOGY-PAFW PARTNERSHIP WAS TERMINATED AND PAFW'S ASSIGNED UNDIVIDED OWNERSHIP INTEREST IN THE FOUNDATION INVESTMENT ACCOUNT WAS DISTRIBUTED TO PAFW TO ESTABLISH THE PHILECOLOGY ENDOWMENT FUND. AT JUNE 30, 2024, THE PHILECOLOGY ENDOWMENT FUND WAS VALUED AT $30,648,836. IN ADDITION TO THE ABOVE, THERE ARE ENDOWMENT FUNDS HELD AND ADMINISTERED FOR THE BENEFICIAL INTEREST OF THE COMPANY BY A RELATED ORGANIZATION: THE NANCY LEE AND PERRY R. BASS PERFORMANCE HALL ENDOWMENT TRUST (THE "ENDOWMENT TRUST"). THESE FUNDS ARE INCLUDED IN THE SUMS REPORTED IN SCHEDULE D, PART V. THE PERCENTAGE REPORTED IN SCHEDULE D, PART V, LINE 2B, "PERMANENT ENDOWMENT", INCLUDES THE ENDOWMENT FUNDS HELD AND ADMINISTERED BY THE ENDOWMENT TRUST. DISTRIBUTIONS TO THE COMPANY FROM THE ENDOWMENT TRUST ARE RESTRICTED AND MUST BE UTILIZED FOR CAPITAL MAINTENANCE AND REPLACEMENT AND RELATED PURPOSES, AS DEFINED, AND FOR CERTAIN BUILDING OPERATION AND MAINTENANCE PURPOSES, AS DEFINED. THE ENDOWMENT TRUST ALLOWS FOR AN ANNUAL PAY OUT OF THE EQUIVALENT OF UP TO FIVE PERCENT OF THE ALLOWABLE TRUST BASE, WITH NO LESS THAN 50% OF THE FUNDS DRAWN DEDICATED FOR (1) CAPITAL MAINTENANCE AND REPLACEMENT, AS DEFINED, (2) CONDUCTING AN ANNUAL MAINTENANCE REVIEW OF THE HALL, AND/OR (3) PAYMENT OF FIRE AND CASUALTY INSURANCE DEDUCTIBLES. THE REMAINING FUNDS DRAWN MAY BE USED FOR CERTAIN DEFINED BUILDING OPERATION AND MAINTENANCE PURPOSES. IT IS THE POLICY OF THE TRUSTEES OF THE ENDOWMENT TRUST TO TREAT THE ORIGINAL PRINCIPAL OF THE TRUST TOGETHER WITH UNDISTRIBUTED EARNINGS AND APPRECIATION FROM ITS INVESTMENT AS PERMANENT ENDOWMENT. AS SUCH, THE TRUSTEES ENDEAVOR TO PRESERVE AND INVEST THE FUNDS SO AS TO GENERATE A TOTAL RETURN OVER THE LONG TERM THAT WILL BOTH ACCOMMODATE DISTRIBUTIONS FOR THE PURPOSES OF THE ENDOWMENT AND ALSO MAINTAIN THE REAL VALUE, AFTER INFLATION, OF THE UNDISTRIBUTED BALANCE OF THE FUNDS. THE TRUSTEES HAVE ADOPTED A DISTRIBUTION POLICY CONSISTENT WITH THE FOREGOING. AT THE SAME TIME, THE TRUSTEES REMAIN AWARE AND TAKE INTO ACCOUNT THAT, DUE TO THE NATURE OF CAPITAL MAINTENANCE OF A LARGE AND COMPLEX FACILITY, EXTRAORDINARY DISTRIBUTIONS OF LARGER AMOUNTS MAY BE APPROPRIATE FROM TIME TO TIME AND WOULD BE PERMISSIBLE TO COVER CAPITAL MAINTENANCE EXPENDITURES BY THE COMPANY OF A SPECIAL OR EXTRAORDINARY NATURE. ENDOWMENT FUNDS HAVE BEEN UPDATED TO EXCLUDE WORKING CAPITAL WHICH IS NOT PART OF AN ENDOWMENT, QUASI-ENDOWMENT, OR INTEREST. PART X, LINE 2: SCHEDULE D, PART X, LINE 2: THE FASB ASC TOPIC 740, ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES (ASC 740), PRESCRIBES A RECOGNITION THRESHOLD AND MEASUREMENT EQUIVALENTS FOR FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT OF A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. IN ADDITION, ASC 740 PROVIDES GUIDANCE ON RECOGNITION, CLASSIFICATION, ACCOUNTING IN INTERIM PERIODS AND DISCLOSURE REQUIREMENTS FOR UNCERTAIN TAX PROVISIONS. THE ORGANIZATION HAS NO FINANCIAL REPORTING REQUIREMENTS ASSOCIATED WITH ASC 740 IN FISCAL YEAR 2024 OR 2023. PART XI, LINE 2D - OTHER ADJUSTMENTS: RECLASS OF GIFT SHOP EXPENSES 324,161. RECLASS OF SPECIAL EVENT EXPENSES 57,493. PART XII, LINE 2D - OTHER ADJUSTMENTS: RECLASS OF GIFT SHOP EXPENSES 324,161. RECLASS OF SPECIAL EVENT EXPENSES 57,493. CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 0 0 INVESTMENTS INVESTMENTS 8610773 0 0 0 0 0 0 8610773 0 8610773 1 0 0 0 1 0 1 PERRY R. BASS FELLOWSHIP 3 10000 ROZANNE ROSENTHAL AWARD FOR OUTSTANDING STUDENT IN PERFORMING ARTS 2 4000 I. M. TERRELL ACADEMY ARTS ACHIEVEMENT AWARD 12 10000 SCHEDULE I, PART I, LINE 2 PERRY R. BASS FELLOWSHIP THE PERRY R. BASS FELLOWSHIP WAS ESTABLISHED TO RECOGNIZE STUDENTS AND EDUCATORS SEEKING A GRADUATE DEGREE IN MUSIC, WHO MODEL EXCELLENCE IN MUSIC EDUCATION WITH CAREER ASPIRATIONS TO INCLUDE TEACHING. HONOREES MUST BE ENROLLED IN ONE OF THE FOUR DESIGNATED UNIVERSITIES: TEXAS CHRISTIAN UNIVERSITY, TEXAS WOMAN'S UNIVERSITY, THE UNIVERSITY OF NORTH TEXAS, AND THE UNIVERSITY OF TEXAS AT ARLINGTON. CANDIDATES MUST BE NOMINATED BY THE MUSIC EXECUTIVE AT HIS/HER RESPECTIVE UNIVERSITY AND MUST HAVE COMPLETED AT LEAST ONE SEMESTER TOWARD A MASTER'S OR DOCTORATE DEGREE AT ONE OF THE DESIGNATED UNIVERSITIES. NO MORE THAN TWO NOMINATIONS MAY BE SUBMITTED FROM ANY ONE UNIVERSITY PER ANNUAL SCHOLARSHIP CYCLE. FELLOWSHIP RECIPIENTS ARE SELECTED ON AN OBJECTIVE AND NONDISCRIMINATORY BASIS BY A COMMITTEE OF PROFESSIONALS IN MUSIC AND MUSIC EDUCATION AND REPRESENTATIVES FROM PAFW'S EDUCATION COMMITTEE. IN 23/24 THREE HONOREES EACH WERE AWARDED A GIFT IN THE AMOUNT OF $3,333.33 AT THE PAFW CHILDREN'S EDUCATION PROGRAM ANNUAL AWARDS LUNCHEON. ROZANNE ROSENTHAL AWARD FOR OUTSTANDING STUDENT IN PERFORMING ARTS ANNUALLY, PAFW HONORS ONE TALENTED STUDENT WHO HAS DEMONSTRATED OUTSTANDING ACHIEVEMENT IN THE PERFORMING ARTS. HIGH SCHOOL STUDENTS FROM THE FORT WORTH INDEPENDENT SCHOOL DISTRICT, ENCOURAGED BY THE FWISD ADMINISTRATION, MAY APPLY FOR THE AWARD. APPLICATIONS INCLUDE A PERFORMANCE RECORDING, LETTER OF RECOMMENDATION AND A TRANSCRIPT. THE AWARD RECIPIENT IS SELECTED BY A GROUP OF COMMUNITY MUSIC PROFESSIONALS CHOSEN BY THE DIRECTOR OF EDUCATION. AT THE PAFW CHILDREN'S EDUCATION PROGRAM ANNUAL AWARDS LUNCHEON, THE HONOREE IS AWARDED A GIFT IN THE AMOUNT OF $2,000 AND THE OPPORTUNITY TO PERFORM AT THE LUNCHEON. I.M. TERRELL ACADEMY ARTS ACHIEVEMENT AWARD IN FISCAL YEAR 2022, PAFW CHILDREN'S EDUCATION PROGRAM INITIATED AN AWARD TO ACKNOWLEDGE A WORTHY STUDENT OR STUDENTS, PROGRAM OR PROGRAMS AT I.M. TERRELL ACADEMY FOR STEM AND VISUAL AND PERFORMING ARTS IN THE FIELDS OF MUSIC, DANCE, OR THEATER THAT DRIVES EXCELLENCE IN THE FIELD, OR NEEDS FUNDING TO ACHIEVE THAT EXCELLENCE THROUGH WORKSHOPS, PRIVATE LESSONS, A SPECIAL PROJECT, OR HIGHER EDUCATION. AWARDS UP TO $10,000 PER ACADEMIC YEAR MAY BE ALLOCATED AMONG SEVERAL INDIVIDUALS, PROGRAMS OR PROJECTS WITHIN A SCHOOL YEAR AS RECOMMENDED BY I.M. TERRELL ADMINISTRATION. COMBINED AWARD AMOUNTS TOTAL $10,000 OR SUCH OTHER AMOUNT AS ESTABLISHED BY PAFW'S CHILDREN'S EDUCATION PROGRAM. X X X 0 0 0 0 0 0 0 0 0 DIONE KENNEDY PRESIDENT / CEO 580076 0 0 0 0 0 43825 0 11226 0 635127 0 0 0 KATHY DUBOSE VICE PRESIDENT / CFO 275780 0 0 0 0 0 38690 0 3062 0 317532 0 0 0 JASON WISE SENIOR VICE PRESIDENT OF O 217142 0 0 0 0 0 17670 0 9914 0 244726 0 0 0 DEE J KELLY JR DIRECTOR 29485 LEGAL FEES 0 ELAINE B AGATHER DIRECTOR 206476 INVESTMENT MGT FEES 0 TERESA KING DIRECTOR 91308 INVESTMENT MGT FEES 0 SCH L, PART IV: (1) DEE J. KELLY, JR. IS A PARTNER WITH THE LEGAL FIRM, KELLLY HART, USED BY ORGANIZATION.(2) ELAINE B. AGATHER IS A MANAGING DIRECTOR WITH THE INVESTMENT FIRM, J.P. MORGAN, USED BY ORGANIZATION.(3) TERESA KING IS THE SPOUSE OF A COMMON OWNER IN LKCM. THE ORGANIZATION'S INVESTMENT MANAGER, UBS, INVESTS A PORTION OF THE ORGANIZATION'S INVESTMENTS IN LKCM. X 57664 FMV X 5 14456 FMV X AIRLINE MILES 1 82514 FMV X TELEVISION ADVERTISING 5 57446 FMV X TICKETS DONATED 227 44570 FMV 0 1 0 PART I, COLUMN (B): PART I, COLUMN (B) NOTATES THE NUMBER OF CONTRIBUTIONS, EXCEPT FOR TICKETS DONATED, WHICH IS THE NUMBER OF TICKETS DONATED. PART I, LINE 1 AND PART III, LINE 1 GENERAL STATEMENT 1 THE MISSION OF THE NANCY LEE AND PERRY R. BASS PERFORMANCE HALL IS TO SERVE AS A PERMANENT HOME TO MAJOR PERFORMING ARTS ORGANIZATIONS OF FORT WORTH AND AS A PREMIER VENUE FOR TOURING ATTRACTIONS SO AS TO ENHANCE THE RANGE, QUALITY AND ACCESSIBILITY OF CULTURAL FARE AVAILABLE TO THE PUBLIC, TO PROMULGATE ARTS EDUCATION, AND TO CONTRIBUTE TO THE CULTURAL LIFE OF FORT WORTH, TARRANT COUNTY AND THE REGION. PART III, LINE 4A AND 4B: PROGRAM SERVICE ACCOMPLISHMENTS LINE 4A - PRODUCTIONS AND PERFORMANCES: PERFORMING ARTS FORT WORTH OWNS AND OPERATES BASS PERFORMANCE HALL AND THE MADDOX-MUSE CENTER, WHICH INCLUDES THE VAN CLIBURN RECITAL HALL AND THE MCDAVID STUDIO. MORE THAN 300,000 INDIVIDUALS VISIT PAFW VENUES ANNUALLY, ENJOYING A HOST OF SUPERIOR QUALITY PERFORMING ARTS OFFERINGS: I. BASS PERFORMANCE HALL SERVES AS THE PERMANENT HOME FOR FOUR RESIDENT COMPANIES: FORT WORTH SYMPHONY ORCHESTRA, TEXAS BALLET THEATER, FORT WORTH OPERA AND THE CLIBURN CONCERTS AND THE QUADRENNIAL VAN CLIBURN INTERNATIONAL PIANO COMPETITION. SPECIAL THEATER LICENSE AGREEMENTS WITH EACH COMPANY WERE INITIALLY CONTRACTED FOR FIVE THEATER SEASONS WITH AUTOMATIC ONE YEAR EXTENSIONS AFTER THE FIRST FIVE SEASONS, PROVIDING NEITHER PARTY CHOOSES TO TERMINATE THE RELATIONSHIP. IN 2017 THE AGREEMENTS WERE UPDATED WITH A TWO-YEAR TERM, THEREAFTER AUTOMATICALLY RENEWED AND EXTENDED FOR TWO YEAR TERMS UNLESS EITHER PARTY PROVIDES NOTICE OF ITS DESIRE NOT TO RENEW. THE AGREEMENTS PROVIDE RESIDENT COMPANIES THE FIRST OPPORTUNITY TO SCHEDULE EACH PREVIOUSLY EXISTING SUBSCRIPTION SERIES AT SPECIFICALLY AGREED UPON RATES. II. PAFW HAS ALSO DEVELOPED ITS OWN PROGRAMMING SERIES, PRESENTING TOURING ATTRACTIONS IN A VARIETY OF FORMATS: BROADWAY AT THE BASS SERIES FEATURING NATIONAL TOURING BROADWAY PRODUCTIONS; POPULAR ENTERTAINMENT SERIES FEATURING AN ECLECTIC MIX OF TOURING CONCERTS, ARTISTS, COMEDIANS; AND FAMILY SHOWS. THESE ACCLAIMED TOURS AND ARTISTS PERFORM IN THE GRANDEUR OF BASS PERFORMANCE HALL OR IN MCDAVID STUDIO, AN INTIMATE VENUE WITH STATE-OF-THE-ART ACOUSTICS AND SPECIAL LIGHTING FEATURES. FORM 990, PART VI, SECTION A, LINE 2 PART VI: SECTION A. GOVERNING BODY AND MANAGEMENT PART VI, QUESTION 2: - DEE J. KELLY, JR. AND DANA STAYTON HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION B, LINE 11B PART VI: SECTION B. POLICIES PART VI, QUESTION 11B: PERFORMING ARTS FORT WORTH, INC. (PAFW) ENGAGES A PAID PREPARER EXPERIENCED IN THE PREPARATION OF FORM 990 TO PREPARE THE FORM. PAFW'S CHIEF FINANCIAL OFFICER WORKS CLOSELY WITH THE PAID PREPARER TO PROVIDE INFORMATION FOR THE RETURN. A DRAFT FORM 990 IS PROVIDED TO AND REVIEWED BY THE CHIEF FINANCIAL OFFICER AND PRESIDENT & CHIEF EXECUTIVE OFFICER. A REVISED DRAFT IS THEN REVIEWED IN DETAIL, REVISED AS NEEDED, AND APPROVED BY THE FINANCE AND AUDIT COMMITTEE. A FINAL FORM 990 IS PROVIDED TO THE CHIEF FINANCIAL OFFICER TO SIGN. IN ADDITION, A COPY OF THE COMPLETED FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO FILING THE RETURN. FORM 990, PART VI, SECTION B, LINE 12C PART VI: SECTION B. POLICIES PART VI, QUESTION 12C: EACH YEAR THE BOARD OF DIRECTORS IS PROVIDED WITH THE CONFLICT OF INTEREST POLICY AND CONFLICT OF INTEREST STATEMENT AND ARE ASKED TO RETURN THE COMPLETED DOCUMENT TO PERFORMING ARTS FORT WORTH. THE EXECUTIVE COMMITTEE ADDRESSES ANY CONFLICT OF INTEREST ISSUES THAT ARISE. FOR STAFF, PERFORMING ARTS FORT WORTH, INC.'S HUMAN RESOURCE DEPARTMENT REQUIRES THAT ALL FULL-TIME EMPLOYEES SIGN THE ORGANIZATION'S CONFLICT OF INTEREST POLICY AND STATEMENT. HUMAN RESOURCES CONSISTENTLY MONITORS AND REVIEWS CONFLICT OF INTEREST POLICY COMPLIANCE ISSUES. FORM 990, PART VI, SECTION B, LINE 15 PART VI: SECTION B. POLICIES PART VI: QUESTION 15A AND 15B: PERFORMING ARTS FORT WORTH, INC. APPLIES THE FOLLOWING POLICIES AND PROCEDURES TO TAKE ADVANTAGE OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS PROVIDED IN THE INTERMEDIATE SANCTIONS REGULATIONS AND TO INSURE THE COMPENSATION PAID TO ITS EMPLOYEES IS APPROPRIATE: ENGAGES AN OUTSIDE CONSULTANT TO CONDUCT AN ANNUAL COMPENSATION SURVEY OF COMPARABLE ORGANIZATIONS IN THE PERFORMING ARTS INDUSTRY. THE ANNUAL SALARY SURVEY IS REVIEWED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS WHO RECOMMEND AND APPROVE THE PRESIDENT/CEO'S SALARY AS WELL AS THE SALARY OF THE CFO FOR BUDGETING PURPOSES. ALL INDIVIDUALS WITH A CONFLICT OF INTEREST RELATED TO COMPENSATION ISSUES ARE EXCUSED DURING THIS REVIEW PROCESS. DOCUMENTATION OF THE COMPENSATION DISCUSSIONS IS CONTEMPORANEOUSLY PREPARED AND RETAINED. THE FULL BOARD APPROVES THE FINAL BUDGET WHICH INCLUDES THE OFFICERS COMPENSATION. FORM 990, PART VI, SECTION C, LINE 19 PART VI: SECTION C. DISCLOSURE PART VI: QUESTION 19: PERFORMING ARTS FORT WORTH, INC. MAKES ITS IRS FORM 990, GOVERNING DOCUMENTS, AND CONFLICTS OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. PART XII, LINE 2C THE ORGANIZATION'S AUDIT COMMITTEE ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT ACCOUNTANT. THE ORGANIZATION DID NOT CHANGE ITS OVERSIGHT OR SELECTION PROCESS DURING THE TAX YEAR. BASS PERFORMANCE HALL ENDOWMENT TRUST 201 MAIN STREET FORT WORTH TX 76102 311594563 FUNDING TX 501(C)(3) LINE 12A, I PAFW 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 BASS PERFORMANCE HALL ENDOWMENT TRUST C 718000 CASH SCHEDULE R, PART II, LINE 1 AT JUNE 30, 2024, THE NANCY LEE AND PERRY R. BASS PERFORMANCE HALL ENDOWMENT TRUST HAD A FAIR VALUE OF $14,341,101. THE ENDOWMENT TRUST ALLOWS FOR AN ANNUAL PAY OUT OF THE EQUIVALENT OF UP TO FIVE PERCENT OF THE ALLOWABLE TRUST BASE, WITH NO LESS THAN 50% OF THE FUNDS DRAWN DEDICATED FOR (1) CAPITAL MAINTENANCE AND REPLACEMENT, AS DEFINED, (2) CONDUCTING AN ANNUAL MAINTENANCE REVIEW OF THE HALL, AND/OR (3) PAYMENT OF FIRE AND CASUALTY INSURANCE DEDUCTIBLES. THE REMAINING FUNDS DRAWN MAY BE USED FOR CERTAIN DEFINED BUILDING OPERATION AND MAINTENANCE PURPOSES. IT IS THE POLICY OF THE TRUSTEES TO TREAT THE UNDISTRIBUTED ASSETS OF THE TRUST AS A PERMANENT ENDOWMENT. AS SUCH, THE TRUSTEES ENDEAVOR TO PRESERVE AND INVEST THE ASSETS OF THE TRUST SO AS TO GENERATE A TOTAL RETURN OVER THE LONG TERM THAT WILL BOTH ACCOMODATE DISTRIBUTIONS FOR THE PURPOSES OF THE FUNDS AND ALSO MAINTAIN THE REAL VALUE, AFTER INFLATION, OF THE UNDISTRIBUTED BALANCE OF THE FUNDS. THE TRUSTEES HAVE ADOPTED A DISTRIBUTION POLICY CONSISTENT WITH THE FOREGOING. AT THE SAME TIME, THE TRUSTEES REMAIN AWARE AND TAKE INTO ACCOUNT THAT, DUE TO THE NATURE OF CAPITAL MAINTENANCE OF A LARGE AND COMPLEX FACILITY, EXTRAORDINARY DISTRIBUTIONS OF LARGER AMOUNTS MAY BE APPROPRIATE AND WOULD BE PERMISSIBLE FROM TIME TO TIME TO COVER CAPITAL MAINTENANCE EXPENDITURES BY THE COMPANY OF A SPECIAL NATURE.